S-3/A

As filed with the Securities and Exchange Commission on September 26, 2003

Registration Statement No. 333-107925

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

AMENDMENT No. 1

TO

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

CARMAX AUTO FUNDING LLC

(Originator of the trusts described herein)

(Exact Name of Registrant as specified in its charter)

Delaware	01-0794037
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

4900 Cox Road, Suite 200

Glen Allen, Virginia 23060

(804) 935-4512

(Address, including zip code, and telephone number, including

area code, of Registrant’s principal executive offices)

CarMax Auto Funding LLC

4900 Cox Road, Suite 200

Glen Allen, Virginia 23060

(804) 935-4512

(Name, address, including zip code, and telephone number,

including area code, of agent for service)

Copies to:

David E. Melson, Esq. McGuireWoods LLP 901 East Cary Street Richmond, Virginia 23219 (804) 775-1000 Dale W. Lum, Esq. Sidley Austin Brown & Wood LLP 555 California Street Suite 5000 San Francisco, California 94104 (415) 772-1200

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement as determined by market conditions.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.  ¨

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.  x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.  ¨

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered		Proposed Maximum Offering Price Per Unit(1)		Proposed Maximum Aggregate Offering Price(1)		Amount of Registration Fee(2)
Asset Backed Notes and Certificates	$	3,200,000,000	100	%	$	3,200,000,000	$	258,880

(1) Estimated solely for purposes of calculating the Registration Fee.

(2) $80.90 of which was previously paid.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

INTRODUCTORY NOTE

This Registration Statement contains a prospectus relating to the offering of series of Asset Backed Notes and/or Asset Backed Certificates by various trusts created from time to time by CarMax Auto Funding LLC and a form of prospectus supplement. The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus supplement and the attached prospectus are not an offer to sell these securities and they are not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

This prospectus supplement relates to an effective registration statement under the Securities Act of 1933, but is not complete and may be changed. This prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to Completion

Preliminary Prospectus Supplement, Dated September 26, 2003

PROSPECTUS SUPPLEMENT

(To Prospectus dated                  , 2003)

$                    

CarMax Auto Owner Trust             

                                             $                    %Class A-1 Asset Backed Notes

                                             $                    %Class A-2 Asset Backed Notes

                                             $                    %Class A-3 Asset Backed Notes

                                             $                    %Class A-4 Asset Backed Notes

                                             $                    %Class B Asset Backed Notes    

                                             $                    %Class C Asset Backed Notes    

CarMax Auto Superstores, Inc. Servicer	[LOGO OF CARMAX]
CarMax Auto Funding LLC Seller

	Price			Underwriting Discounts and Commissions			Net Proceeds to the Seller
Class A-1 Notes	$	(	%)	$	(	%)	$	(	%)
Class A-2 Notes	$	(	%)	$	(	%)	$	(	%)
Class A-3 Notes	$	(	%)	$	(	%)	$	(	%)
Class A-4 Notes	$	(	%)	$	(	%)	$	(	%)
Class B Notes	$	(	%)	$	(	%)	$	(	%)
Class C Notes	$	(	%)	$	(	%)	$	(	%)
Total	$			$			$

The price of the notes will also include accrued interest, if any, from the date of initial issuance. Distributions on the notes will be made monthly on the 15^th day of each month or, if not a business day, on the next business day, beginning             .

The net proceeds to the Seller exclude expenses, estimated at $            .

The main sources for payment of the notes are a pool of motor vehicle retail installment sale contracts, certain payments under the contracts and monies on deposit in a reserve account, in each case as described herein.

Consider carefully the Risk Factors beginning on page S-12 in this prospectus supplement and on page 10 of the prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or the attached prospectus. Any representation to the contrary is a criminal offense.

[Underwriters]

The date of this Prospectus Supplement is             .

Table of Contents

	Page
Reading These Documents	S-3
Summary	S-4
Risk Factors	S-12
The Trust	S-17
Limited Purpose and Limited Assets	S-17
Capitalization of the Trust	S-17
The Receivables	S-17
Criteria Applicable to Selection of Receivables	S-18
Characteristics of the Receivables	S-19
Weighted Average Lives of the Notes	S-22
CarMax	S-28
General	S-28
CarMax Auto Finance	S-28
Delinquency, Credit Loss and Recovery Information	S-29
Delinquency and Credit Loss Trends	S-31
Use of Proceeds	S-31
Computing Your Portion of the Outstanding Principal Amount of the Notes	S-31
Description of the Notes	S-31
Note Registration	S-32
Payments of Interest	S-32
Payments of Principal	S-33
Credit Enhancement	S-35
Optional Prepayment	S-37
Controlling Class	S-37
The Indenture Trustee	S-37
Application of Available Funds	S-37
Sources of Funds for Distributions	S-37
Priority of Distributions	S-38
Description of the Receivables Transfer and Servicing Agreements	S-38
Servicing the Receivables	S-39
Accounts	S-39
Advances	S-39
Servicing Compensation and Expenses	S-39
Events of Servicing Termination	S-39
Rights Upon Event of Servicing Termination	S-40
Waiver of Past Events of Servicing Termination	S-41
Amendment of the Sale and Servicing Agreement	S-41
Optional Purchase of Receivables	S-42
Deposits to the Collection Account	S-42
Servicer Will Provide Information to Indenture Trustee	S-43
Description of the Indenture	S-43
Events of Default	S-43
Rights Upon Event of Default	S-44
Replacement of Indenture Trustee	S-46
Satisfaction and Discharge of Indenture	S-46
Modification of Indenture	S-47
The Trust Agreement	S-48
The Administration Agreement	S-48
Material Federal Income Tax Consequences	S-49
ERISA Considerations	S-49
Underwriting	S-50
Legal Opinions	S-52
Glossary of Terms	S-53
Annex I—
Global Clearance, Settlement and Tax Documentation Procedures	S-I-1

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Reading These Documents

We provide information on the Notes in two documents that offer varying levels of detail:

Prospectus—provides general information, some of which may not apply to the Notes.

Prospectus Supplement—provides specific information about the terms of the Notes.

We suggest you read this prospectus supplement and the prospectus in their entirety. The prospectus supplement pages begin with “S”. If the information in this prospectus supplement varies from the information in the accompanying prospectus, you should rely on the information in this prospectus supplement.

We include cross-references to sections in these documents where you can find further related discussions. Refer to the Table of Contents in this prospectus supplement and in the prospectus to locate the referenced sections.

You should rely only on information on the Notes provided in this prospectus supplement and the prospectus. We have not authorized anyone to provide you with different information.

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Summary

This summary describes the main terms of the offering of the notes. This summary does not contain all of the information that may be important to you. To fully understand the terms of the offering of the notes, you will need to read both this prospectus supplement and the attached prospectus in their entirety.

Terms of the Securities

The Notes	The following classes of notes are being offered by this prospectus supplement:
	Note Class	Aggregate Principal Amount	Interest Rate Per Annum
	A-1	$	%
	A-2	$	%
	A-3	$	%
	A-4	$	%
	B	$	%
	C	$	%
	The notes will represent obligations of the trust secured by the assets of the trust. Each class of notes with a lower alphabetical designation will be subordinated to each other class of notes with a higher alphabetical designation (i.e., A is higher than B and B is higher than C). The notes will bear interest at the rates set forth above and calculated in the manner described below under “Interest Accrual”.
The Certificates	The trust will issue the CarMax Auto Owner Trust              certificates to CarMax Funding. The certificates are not being offered by this prospectus supplement. The certificates will not bear interest and all payments in respect of the certificates will be subordinated to payments on the notes.

Servicer

CarMax Auto will sell the receivables and certain related property to CarMax Funding and will service the receivables on behalf of the trust. CarMax Auto’s principal executive offices are located at 4900 Cox Road, Glen Allen, Virginia 23060, and its telephone number is (804) 747-0422.

Seller

CarMax Funding will transfer the receivables and related property to the trust.

Owner Trustee

             will act as owner trustee of the trust.

Indenture Trustee

             will act as indenture trustee with respect to the notes.

The Trust

The CarMax Auto Owner Trust              will be governed by an amended and restated trust agreement, dated as of             , between CarMax Funding and the owner trustee. The trust

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will issue the notes and the certificates and will apply the net proceeds from the sale of the notes to purchase from CarMax Funding a pool of receivables consisting of motor vehicle retail installment sale contracts originated by CarMax Auto or an affiliate of CarMax Auto. The trust will rely upon collections on the receivables and the funds on deposit in certain accounts to make payments on the notes. The trust will be solely liable for the payment of the notes.

The notes will be obligations of the trust secured by the assets of the trust. The notes will not represent interests in or obligations of CarMax, Inc., CarMax Auto, CarMax Funding or any other person or entity other than the trust.

Investment in the Notes

There are material risks associated with an investment in the notes.

For a discussion of the risks that should be considered in deciding whether to purchase any of the notes, see “Risk Factors” in this prospectus supplement and in the prospectus.

Statistical Calculation Date

The statistical calculation date is the close of business on                 . This is the date used in preparing the statistical information presented in this prospectus supplement. As of this date, the aggregate outstanding principal balance of the receivables was $                . The statistical information presented in this prospectus supplement does not reflect the inclusion of additional receivables in the aggregate principal amount of approximately $                , which will have been originated by CarMax Auto or an affiliate of CarMax Auto before the cutoff date.

Cutoff Date

The cutoff date will be close of business on             .

Closing Date

The closing date will be on or about             .

Distribution Dates

The 15^th day of each month (or, if the 15^th day is not a business day, the next succeeding business day). The first distribution date will be             .

Record Dates

On each distribution date, the trust will make payments to the holders of the notes as of the related record date. The record dates for the notes will be the business day preceding each distribution date or, if the notes have been issued in fully registered, certificated form, the last business day of the preceding month.

Minimum Denominations

The notes will be issued in minimum denominations of $1,000 and integral multiples thereof.

Interest Rates

The trust will pay interest on each class of notes at the rate specified above under “The Notes”.

Interest Accrual

Class A-1 Notes

“Actual/360”, accrued from and including the prior distribution date (or from and including the closing date, in the case of the first distribution date) to but excluding the current distribution date.

Class A-2 Notes, Class A-3 Notes, Class A-4 Notes, Class B Notes and Class C Notes

“30/360”, accrued from and including the 15^th day of the prior month (or from and including the closing date, in the case of the first distribution date) to but excluding the 15^th day of the current month (assuming each month has 30 days).

This means that, if there are no outstanding shortfalls in the payment of interest, the interest due on each distribution date will be the product of:

• the outstanding principal amount of a class of notes;

• the interest rate of that class of notes; and

• (i) in the case of the class A-1 notes, the actual number of days in the interest period divided by 360; and

• (ii) in the case of the other classes of notes, 30 (or, in the case of the first distribution date, assuming a closing date of             ,     ) divided by 360.

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Interest Payments

On each distribution date, interest payments on the class A notes will have the same priority. As described in this prospectus supplement, each class of notes with a higher alphabetical designation will be entitled to receive certain payments of principal before interest payments are made on the classes of notes with a lower alphabetical designation. In addition, if the notes are accelerated upon the occurrence of an event of default under the indenture, no interest will be payable on a class of notes until all interest on and principal of each class of notes with a higher alphabetical designation has been paid.

For a more detailed description of the payment of interest, see “Description of the Notes—Payments of Interest”.

Principal Payments

On each distribution date, from the amounts allocated to the holders of the notes to pay principal described in clauses (3) and (7) under “—Priority of Distributions”, the trust will pay principal of the notes in the following order of priority:

(1) to the class A-1 notes until they have been paid in full;

(2) to the other class A notes, sequentially to the class A-2 notes until they have been paid in full, then to the class A-3 notes until they have been paid in full and then to the class A-4 notes until they have been paid in full, the amount required to reduce the aggregate principal amount of the class A notes to an amount equal to approximately             % of the amount by which the aggregate outstanding principal balance of the receivables as of the last day of the related collection period exceeds the overcollateralization target amount for that distribution date;

(3) to the class B notes, the amount required to reduce the aggregate principal amount of the class B notes to an amount equal to approximately             % of the amount by which the aggregate outstanding principal balance of the receivables as of the last day of the related collection period exceeds the overcollateralization target amount for that distribution date; and

(4) to the class C notes, the amount required to reduce the aggregate principal amount of the class C notes to an amount equal to approximately             % of the amount by which the aggregate outstanding principal balance of the receivables as of the last day of the related collection period exceeds the overcollateralization target amount for that distribution date.

These general rules are subject, however, to the following exceptions:

• If a distribution date is a final scheduled distribution date for one or more classes of notes, all principal payments will be made on that distribution date and any subsequent distribution date first to those classes of notes with that final scheduled distribution date, in order of seniority, until those classes have been paid in full.

• In the event of any shortfall in the amount of funds available for principal payments on the notes on any distribution date, no principal payments will be made on a class of notes with a lower alphabetical designation until all principal amounts payable with respect to each class of notes with a higher alphabetical designation have been paid in full. Accordingly, any shortfall in the amount of funds available for principal payments on any distribution date will reduce the principal payments first to the class C notes, second to the class B notes and third to the class A notes.

• If the notes are accelerated upon the occurrence of an event of default under the indenture, principal payments on the notes, together with amounts that would otherwise be payable to the holders of the certificates, will be paid in the following order of priority:

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(1) to the holders of the class A-1 notes until the class A-1 notes have been paid in full;

(2) to the holders of the other class A notes pro rata based upon their respective unpaid principal amounts until the other class A notes have been paid in full;

(3) to the holders of the class B notes until the class B notes have been paid in full; and

(4) to the holders of the class C notes until the class C notes have been paid in full.

If not paid earlier, all principal and interest with respect to a class of notes will be payable in full on the final scheduled distribution date for that class. The final scheduled distribution dates for the notes are as follows:

Note Class	Final Scheduled Distribution Date
A-1	________
A-2	________
A-3	________
A-4	________
B	________
C	________

For a more detailed description of the payment of principal, see “Description of the Notes—Payments of Principal”, “Application of Available Funds” and “Description of the Indenture—Rights Upon Event of Default”.

Priority of Distributions

On each distribution date, from collections on the receivables received during the prior monthly collection period and amounts withdrawn from the reserve account, the trust will pay the following amounts in the following order of priority:

(1) the servicing fee for the related collection period plus any overdue servicing fees for one or more prior collection periods plus reimbursement of nonrecoverable advances will be paid to the servicer;

(2) interest on the class A notes will be paid to the holders of that class;

(3) principal of the notes in an amount equal to the amount by which the aggregate principal amount of the class A notes exceeds the aggregate outstanding principal balance of the receivables as of the last day of the related collection period will be paid to the holders of that class;

(4) interest on the class B notes will be paid to the holders of that class;

(5) interest on the class C notes will be paid to the holders of that class;

(6) the amount, if any, necessary to fund the reserve account up to the required amount will be paid to the reserve account;

(7) principal of the notes in an amount equal to the amount by which the sum of the aggregate principal amount of the notes and the overcollateralization target amount for that distribution date, described below under “—Credit Enhancement—Overcollateralization”, exceeds the aggregate outstanding principal balance of the receivables as of the last day of the related collection period less any amounts allocated to pay principal of the notes under clause (3) above will be paid to the noteholders;

(8) if a servicer has replaced CarMax Auto as servicer, any unpaid transition expenses due in respect of a transfer of servicing and any additional servicing fees for the related collection period will be paid to the successor servicer; and

(9) unless the notes have been accelerated upon the occurrence of an event of default under the indenture, any

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remaining amounts will be paid to the holders of the certificates.

For purposes of these distributions, on any distribution date the principal amount of a class of notes will be calculated as of the preceding distribution date after giving effect to all payments made on such preceding distribution date, or, in the case of the first distribution date, as of the closing date.

For a more detailed description of the priority of distributions and the allocation of funds on each distribution date, see “Application of Available Funds—Priority of Distributions”.

Credit Enhancement

The credit enhancement for the notes generally will include the following:

Subordination of the Class B Notes and the Class C Notes

The class B notes and the class C notes will be subordinated with respect to each class of notes with a higher alphabetical designation. On each distribution date:

• no interest will be paid on any such class of notes until all interest due on each class of notes with a higher alphabetical designation has been paid in full through the related interest period, including, to the extent lawful, interest on overdue interest;

• as described herein, no interest will be paid on any such class of notes until certain payments of principal have been made on each class of notes with a higher alphabetical designation; and

• no principal will be paid on any such class of notes until all principal due on each class of notes with a higher alphabetical designation has been paid in full.

The subordination of the class B notes and the class C notes is intended to decrease the risk of default by the trust with respect to payments due to the more senior classes of notes.

Overcollateralization

Overcollateralization represents the amount by which the aggregate outstanding principal balance of the receivables exceeds the aggregate principal amount of the notes. Overcollateralization will be available to absorb losses on the receivables that are not otherwise covered by excess collections on or in respect of the receivables, if any. The initial amount of overcollateralization will be zero. The application of funds as described in clause (7) of “—Priority of Distributions” is designed to create overcollateralization and to increase over time the amount of overcollateralization as of any distribution date to a target amount equal to         % of the aggregate outstanding principal balance of the receivables as of the last day of the related collection period, but not less than $            . This will be effected by paying a greater amount of principal on the notes on the first several distribution dates after the closing date than is paid by obligors on the principal of the receivables during such time.

Reserve Account

On the closing date, CarMax Auto will establish, in the name of the indenture trustee, a reserve account into which certain excess collections on or in respect of the receivables will be deposited. The reserve account will be initially funded with a deposit of $             made by CarMax Funding on the closing date. On each distribution date, the indenture trustee will deposit in the reserve account, from amounts collected on or in respect of the receivables during the related collection period and not used on that distribution date to make required payments to the servicer or the noteholders, the amount, if any, by which:

• the amount required to be on deposit in the reserve account on that distribution date exceeds

• the amount on deposit in the reserve account on that distribution date.

Amounts on deposit in the reserve account will be available to pay shortfalls in interest and certain principal payments required to be paid on

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the notes and may be used to reduce the principal amount of a class of notes to zero on or after its related final scheduled distribution date. On each distribution date, the indenture trustee will withdraw funds from the reserve account, up to the amount on deposit in the reserve account, to the extent needed to make the following payments:

• to the servicer, the monthly servicing fee for the related collection period plus any overdue monthly servicing fees for one or more prior collection periods plus reimbursement of nonrecoverable advances; and

• to the noteholders, monthly interest and the priority principal distributable amount, if any, required to be paid on the notes on that distribution date plus any overdue monthly interest payable to any class of notes for the previous distribution date plus interest on the overdue monthly interest at the interest rate applicable to that class.

The amount required to be on deposit in the reserve account on any distribution date will equal the lesser of $             and the aggregate principal amount of the notes; provided, that the required amount will be zero if the aggregate outstanding principal balance of the receivables as of the last day of the related collection period is zero. If the amount on deposit in the reserve account on any distribution date exceeds the amount required to be on deposit in the reserve account on that distribution date, after giving effect to all required deposits to and withdrawals from the reserve account on that distribution date, the excess will be paid to the certificateholders. Any amount paid to the certificateholders will no longer be property of the trust.

For a more detailed description of the deposits to and withdrawals from the reserve account, see “Description of the Notes—Credit Enhancement—Reserve Account”.

Optional Prepayment

The servicer has the option to purchase the receivables on any distribution date following the last day of a collection period as of which the aggregate outstanding principal balance of the receivables is 10% or less of the aggregate outstanding principal balance of the receivables as of the cutoff date. The purchase price will equal the aggregate outstanding principal balance of the receivables plus accrued and unpaid interest thereon; provided, however, that the purchase price must equal or exceed the aggregate principal amount of the notes, accrued and unpaid interest thereon and all amounts due to the servicer in respect of its servicing compensation and reimbursement of nonrecoverable advances. The trust will apply the payment of such purchase price to the payment of the notes in full.

It is expected that at the time this purchase option becomes available to the servicer only the class A-4 notes, the class B notes and the class C notes will be outstanding.

Property of the Trust

The property of the trust will include the following:

• a pool of simple interest retail installment sale contracts originated by CarMax Auto or an affiliate of CarMax Auto in the ordinary course of business in connection with the sale of new and used motor vehicles;

• amounts received on or in respect of the receivables after the cutoff date, including amounts advanced by the servicer;

• security interests in the vehicles financed under the receivables;

• any proceeds from claims on or refunds of premiums with respect to insurance policies relating to the financed vehicles or the related obligors;

• the receivable files;

• funds on deposit in a collection account, a note payment account and a reserve account;

• all rights under the receivables purchase agreement, including the right to cause

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CarMax Auto to repurchase from CarMax Funding receivables affected materially and adversely by breaches of the representations and warranties of CarMax Auto made in the receivables purchase agreement;

• all rights under the sale and servicing agreement, including the right to cause CarMax Funding or the servicer, as applicable, to purchase receivables affected materially and adversely by breaches of the representations and warranties of CarMax Funding or the servicer made in the sale and servicing agreement or by breaches of certain servicing covenants of the servicer made in the sale and servicing agreement; and

• any and all proceeds relating to the above.

Servicing and Servicer Compensation

CarMax Auto’s responsibilities as servicer will include, among other things, collection of payments, realization on the receivables and the financed vehicles, selling or otherwise disposing of delinquent or defaulted receivables and monitoring the performance of the receivables. In return for its services, the trust will be required to pay the servicer a servicing fee on each distribution date for the related collection period equal to the product of  ¹/12 of 1.00% and the aggregate outstanding principal balance of the receivables as of the first day of that collection period (or as of the cutoff date in the case of the first distribution date).

For a more detailed description of advances by the servicer, see “Description of the Receivables Transfer and Servicing Agreements and the Trust Agreement—Advances”.

Ratings

It is a condition to the issuance of the notes that each class of notes shall have been assigned at least the following ratings:

Note Class	Rating
	Standard & Poor’s	Moody’s
A-1	A-1+	Prime-1
A-2	AAA	Aaa
A-3	AAA	Aaa
A-4	AAA	Aaa
B	A	A2
C	BBB	Baa3

A rating is not a recommendation to purchase, hold or sell the related notes, inasmuch as a rating does not comment as to market price or suitability for a particular investor. The ratings of the notes address the likelihood of the payment of principal and interest on the notes according to their terms. A rating agency rating the notes may lower or withdraw its rating in the future, in its discretion, as to any class of notes.

Tax Status

Opinions of Counsel

In the opinion of McGuireWoods LLP, for federal income tax purposes, the notes will be characterized as debt and the trust will not be characterized as an association (or a publicly traded partnership) taxable as a corporation.

Investor Representations

If you purchase notes, you agree by your purchase that you will treat the notes as indebtedness for tax purposes.

If you are considering purchasing notes, see “Material Federal Income Tax Consequences” in this prospectus supplement and in the prospectus for more details.

ERISA Considerations

The notes are generally eligible for purchase by or with plan assets of employee benefit and other benefit plans and individual retirement accounts, subject to the considerations discussed under “ERISA Considerations” in this prospectus supplement and the prospectus. Each employee benefit or other benefit plan, and each person investing on behalf of or with plan assets of such

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a plan, will be deemed to make certain representations.

Eligibility for Purchase by Money Market Funds

The class A-1 notes will be structured to be eligible securities for purchase by money market funds under Rule 2a-7 under the Investment Company Act of 1940, as amended. A money market fund should consult its legal advisers regarding the eligibility of the class A-1 notes under Rule 2a-7 and whether an investment in such notes satisfies the fund’s investment policies and objectives.

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Risk Factors

You should consider the following risk factors (and the factors under “Risk Factors” in the prospectus) in deciding whether to purchase any of the notes. The following risk factors and those in the prospectus describe the principal risks of an investment in the notes.

You may suffer delays in payment or losses as a result of the manner in which principal of the notes is paid	No principal will be paid on any class of notes other than the class A-1 notes until the class A-1 notes have been paid in full. After the class A-1 notes have been paid in full, the aggregate principal distributable amount for any distribution date will be allocated among the remaining classes of class A notes, the class B notes and the class C notes in a manner intended to maintain the credit support, not including amounts on deposit in the reserve account, for each such class, after giving effect to such allocation, in an amount approximately equal to the following percentages of the amount by which the aggregate outstanding principal balance of the receivables as of the last day of the related collection period exceeds the overcollateralization target amount for that distribution date:             % for the remaining class A notes,             % for the class B notes and             % for the class C notes. In addition, the class A-2 notes, the class A-3 notes and the class A-4 notes feature sequential payment of principal. This means that no principal will be paid on the class A-3 notes until the class A-2 notes have been paid in full and no principal will be paid on the class A-4 notes until the class A-3 notes have been paid in full.
	A portion of the principal of the class B notes and the class C notes may be paid before the principal amount of the class A-2 notes, the class A-3 notes and the class A-4 notes has been paid in full. Holders of the class B notes and the class C notes will not be required to return any amounts paid to them as principal even if an event of default under the indenture occurs and the indenture trustee sells the assets of the trust at a price insufficient to pay the principal amount of each class of notes with a higher alphabetical designation. If this occurs, holders of the classes of notes with a higher alphabetical designation could suffer a loss on their investment.
	See “Description of the Notes—Payments of Principal” in this prospectus supplement for a further discussion of principal payments.
Some notes have greater risk because they are subordinate to other classes of notes	You may suffer a loss on your investment if payments of interest on or principal of your notes are subordinated to one or more other classes of notes. Both interest payments and principal payments on

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the notes will be subordinated to the servicing fee due to the servicer and reimbursement of nonrecoverable advances.

No interest will be paid on any distribution date to a class of notes until all interest due on that distribution date on each class of notes with a higher alphabetical designation has been paid in full. Under the limited circumstances described under “Description of the Notes—Payments of Interest”, a class of notes with a higher alphabetical designation will be entitled to receive specified payments of principal before payments of interest are made on the classes of notes with a lower alphabetical designation. In addition, if the notes are accelerated following the occurrence of an event of default under the indenture, no interest will be payable on a class of notes until all interest on and principal of each class of notes with a higher alphabetical designation have been paid in full.

No principal payments will be made on the class B notes on any distribution date until the class A-1 notes have been paid in full and the required payments of principal have been made on the other class A notes on that distribution date. No principal payments will be made on the class C notes on any distribution date until the class A-1 notes have been paid in full and the required payments of principal have been made on the other class A notes and the class B notes on that distribution date. In addition, if the notes have been accelerated following the occurrence of an event of default under the indenture, no principal payments or amounts that would otherwise be payable to the holders of the certificates will be paid to the holders of a class of notes with a lower alphabetical designation until each class of notes with a higher alphabetical designation has been paid in full.

This subordination could result in delays or reductions in the payment of principal of and interest on the classes of notes with lower alphabetical designations, and investors in those notes may suffer a loss on their investment.

See “Description of the Notes—Payments of Interest”, “—Payments of Principal” and “Application of Available Funds—Priority of Distributions” in this prospectus supplement for a further discussion of interest and principal payments.

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Payment priorities increase the risk of loss or delay in payment on certain class A notes	Because the principal of each class of class A notes generally will be paid sequentially, classes of class A notes that have higher sequential numerical class designations will be outstanding longer and therefore will be exposed to the risk of losses on the receivables during periods after other classes of class A notes have been receiving most or all amounts payable on their notes, and after which a disproportionate amount of credit enhancement may have been applied and not replenished.
	If an event of default under the indenture has occurred and the notes have been accelerated, principal payments and amounts that would otherwise be payable to the holders of the certificates will be paid first to the class A-1 notes until they have been paid in full, then pro rata to the other class A notes based upon the principal amount of each class, then to the class B notes and then to the class C notes. As a result, in relation to the class A-1 notes, the yields of the class A-2 notes, the class A-3 notes and the class A-4 notes will be relatively more sensitive to losses on the receivables and the timing of such losses. If the actual rate and amount of losses exceeds historical levels, and if the available overcollateralization and amounts in the reserve account are insufficient to cover the resulting shortfalls, the yield to maturity on your notes may be lower than anticipated and you could suffer a loss.
	See “Description of the Notes—Payments of Interest” and “—Payments of Principal” in this prospectus supplement.
The amount on deposit in the reserve account may not be sufficient to assure payment of your notes	The amount on deposit in the reserve account will be used to fund the payment of monthly interest and certain distributions of principal to noteholders on each distribution date if payments received on or in respect of the receivables, including amounts recovered in connection with the repossession and sale of financed vehicles that secure defaulted receivables, are not sufficient to make that payment. There can be no assurances, however, that the amount on deposit in the reserve account will be sufficient on any distribution date to assure payment of your notes. If the receivables experience higher losses than were projected in determining the amount required to be on deposit in the reserve account, the amount on deposit in the reserve account may be less than projected. If receivable payments, including any amounts allocable to overcollateralization, and the amount on deposit in the reserve account are not sufficient on any distribution date to pay in full the monthly interest and certain distributions of principal due on that distribution date, you will experience payment delays with respect to your notes. If the amount of that insufficiency is not offset by excess collections on or in

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	respect of the receivables on subsequent distribution dates, you will experience losses with respect to your notes.
	See “Description of the Notes—Credit Enhancement” in this prospectus supplement for a further discussion of the reserve account.
	See “The Receivables Pool—Weighted Average Lives of the Notes” in this prospectus supplement and “Maturity and Prepayment Considerations” in the prospectus for a further discussion of receivable prepayments.
Prepayments, potential losses and changes in the order of priority of payments following an indenture event of default could adversely affect your investment	If an event of default under the indenture has occurred and the notes have been accelerated, the trust will not make any distributions of principal or interest on a class of notes until all interest on and principal of each class of notes with a higher alphabetical designation has been paid. If the maturity dates of the notes are accelerated following the occurrence of an event of default and the indenture trustee determines that the future collections on the receivables would be insufficient to make payments on the notes, the indenture trustee, acting at the direction of the holders of 66 2/3% of the aggregate principal amount of the controlling class (which will be the class A notes for so long as any of such notes are outstanding, and upon payment in full of such notes, the class B notes for so long as any of such notes are outstanding and thereafter the class C notes), may sell the receivables and prepay the notes. Generally, the holders of the notes which are not part of the controlling class will not have any right to direct the indenture trustee or to consent to any action until the holders of the notes of the controlling class have been paid in full. If principal is repaid to you earlier than expected, you may not be able to reinvest the prepaid amount at a rate of return that is equal to or greater than the rate of return on your notes. You also may not be paid the full principal amount of your notes if the assets of the trust are insufficient to pay the full aggregate principal amount of your notes.
	See “Description of the Indenture—Events of Default” and “—Rights Upon Event of Default” in this prospectus supplement for a further discussion.

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You may suffer losses because you have limited control over actions of the trust and conflicts between classes of notes may occur	If an event of default under the indenture has occurred, the indenture trustee may, and at the direction of a specified percentage of the controlling class (which will be the class A notes for so long as any of such notes are outstanding, and upon payment in full of such notes, the class B notes for so long as any of such notes are outstanding and thereafter the class C notes) will, take one or more of the actions specified in the indenture relating to the property of the trust. Furthermore, the holders of a majority of the controlling class, or the indenture trustee acting on behalf of the holders of the controlling class, under certain circumstances, has the right to waive events of servicing termination or to terminate the servicer without consideration of the effect such waiver or termination would have on the holders of the other classes of notes. Furthermore, the holders of the class B notes, and upon payment in full of such notes, the holders of the class C notes, will have only limited rights to direct remedies under the indenture and will not have the ability to waive events of servicing termination or to terminate the servicer until each class of notes with a higher alphabetical designation has been paid in full.
	See “Description of the Receivables Transfer and Servicing Agreements—Events of Servicing Termination”, “-Rights Upon Event of Servicing Termination” and “—Waiver of Past Events of Servicing Termination” in this prospectus supplement for a further discussion of the rights of the noteholders with respect to events of servicing termination.
Geographic concentration may result in more risk to you	The servicer’s records indicate that receivables related to obligors with mailing addresses in the following states constituted more than 10% of the aggregate outstanding principal balance of the receivables as of the close of business on             :
		Percentage of Pool Balance
	________	%
	________	%
	________	%
	________	%
	________	%
	Adverse economic conditions or other factors affecting these states in particular could have an especially significant effect on the delinquency, credit loss or repossession experience of the trust.

S-16

Capitalized terms used in this prospectus supplement are defined in the Glossary of Terms beginning on page S-53 and the Glossary of Terms beginning on page 87 of the prospectus.

The Trust

Limited Purpose and Limited Assets

The Seller formed CarMax Auto Owner Trust             , a Delaware statutory trust. The Trust will not engage in any activity other than:

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

• issuing the Notes;

• making payments on the Notes; and

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

If the various protections provided to the Noteholders (as more fully described herein) by the subordination of the Class B Notes and the Class C Notes, the available overcollateralization and by the Reserve Account are insufficient, the Trust would have to rely solely upon the obligors of the Receivables and the proceeds from the repossession and sale of the Financed Vehicles which secure Defaulted Receivables to make payments on the Notes. In that event, various factors, such as the Trust not having perfected security interests in the Financed Vehicles in all states, may affect the Servicer’s ability to repossess and sell the collateral securing the Receivables, and thus may reduce the proceeds which the Trust can distribute to Noteholders. See “Material Legal Issues Relating to the Receivables” in the prospectus.

The Trust’s principal offices are in care of             , at             .

Capitalization of the Trust

The following table illustrates the capitalization of the Trust as of the Closing Date, as if the issuance and sale of the Notes had taken place on such date:

Class A-1 Notes	$
Class A-2 Notes
Class A-3 Notes
Class A-4 Notes
Class B Notes
Class C Notes
Capital Contribution
Total	$

The Receivables

The Trust will own a pool of Receivables consisting of motor vehicle retail installment sale contracts originated by CarMax Auto or an affiliate of CarMax Auto and secured by security interests in the motor vehicles financed by those contracts. CarMax Auto will sell the Receivables to the Seller on the Closing Date pursuant to the Receivables Purchase Agreement. The Seller will sell the Receivables to

S-17

the Trust on the Closing Date pursuant to the Sale and Servicing Agreement. The property of the Trust will include payments on the Receivables which are made after the Cutoff Date.

The information concerning the Receivables presented throughout this prospectus supplement is as of the Statistical Calculation Date. As of the Statistical Calculation Date, the Receivables had an aggregate Principal Balance of $                . The Receivables transferred to the Trust on the Closing Date will have an aggregate Principal Balance of not less than $                 as of the Cutoff Date. The information concerning the Receivables presented throughout this prospectus supplement does not reflect the additional Receivables which will be included in the pool of Receivables transferred to the Trust on the the Closing Date. In addition, some amortization of the Receivables will occur after the Statistical Calculation Date, and some receivables included as of the Statistical Calculation Date may prepay in full or may not meet the eligibility requirements as of the Cutoff Date and may not, therefore, be transferred to the Trust. As a result, the characteristics of the Receivables as of the Cuttoff Date will vary from the characteristics of the Receivables as of the Statistical Calculation Date. We anticipate, however, that the variations will not be material.

Criteria Applicable to Selection of Receivables

The Receivables were or will be selected from CarMax Auto’s portfolio for inclusion in the pool by several criteria, some of which are set forth in the prospectus under “The Receivables”. The information presented throughout this prospectus supplement pertains to Receivables that satisfied, as of the Statistical Calculation Date, the criteria for transfer to the Trust. Each receivable transferred to the Trust on the Closing Date will satisfy these criteria as of the Cutoff Date. These criteria include the requirement that each Receivable:

• is secured by a new or used motor vehicle;

• had an original Principal Balance of not more than $             and a remaining Principal Balance of not less than $            ;

• had an original term to maturity of not more than     months and not less than      months and a remaining term to maturity of not more than      months and not less than              months;

• is a simple interest contract;

• has a Contract Rate of at least             % and not more than             %;

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

• relates to an obligor who has made at least one payment;

• was not delinquent by more than      days;

• is not secured by a Financed Vehicle that has been repossessed;

• does not relate to an obligor who was the subject of a bankruptcy proceeding;

• is evidenced by only one original document; and

• was not selected using selection procedures believed by CarMax Auto to be adverse to the Noteholders.

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Characteristics of the Receivables

The following tables set forth information with respect to the Receivables as of the Statistical Calculation Date. While the characteristics of the Receivables transferred to the Trust on the Closing Date will differ somewhat from the information set forth in these tables, we anticipate that the variations will not be material.

Composition of the Receivables

as of the Statistical Calculation Date

	Number of Receivables	Pool Balance as of the Statistical Calculation Date	Original Principal Balance	Weighted Average Contract Rate
New Motor Vehicles		$	$	%
Used Motor Vehicles
Total		$	$	%

	Weighted Average Remaining Term (in months)	Weighted Average Original Term (in months)	Percentage of Pool Balance as of the Statistical Calculation Date
New Motor Vehicles			%
Used Motor Vehicles
Total			100.00	%

As used in the composition table, the weighted average remaining term and the weighted average original term are calculated based on the scheduled maturities of the Receivables and assuming no prepayments of the Receivables.

Distribution of the Receivables by Remaining Term to Maturity

as of the Statistical Calculation Date

Remaining Term Range	Number of Receivables	Percentage of Total Number of Receivables(1)		Pool Balance as of the Statistical Calculation Date	Percentage of Pool Balance as of the Statistical Calculation Date(1)
months to      months		%		$	%
months to      months
months to      months
months to      months
months to      months
months to      months
months to      months
Total		100.00	%	$	100.00	%

⁽¹⁾ Percentages may not add to 100% due to rounding.

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Distribution of the Receivables by Obligor Mailing Address

as of the Statistical Calculation Date

Obligor Mailing Address	Number of Receivables	Percentage of Total Number of Receivables(1)		Pool Balance as of the Statistical Calculation Date	Percentage of Pool Balance as of the Statistical Calculation Date(1)
		%		$	%
Other
Total		100.00	%	$	100.00	%

(1) Percentages may not add to 100% due to rounding.

Each state included in the “other” category in the distribution by obligor mailing address table accounted for less than     % of the total number of Receivables and less than     % of the Pool Balance as of the Statistical Calculation Date.

Distribution of the Receivables by Financed Vehicle Model Year

as of the Statistical Calculation Date

Model Year	Number of Receivables	Percentage of Total Number of Receivables(1)		Pool Balance as of the Statistical Calculation Date	Percentage of Pool Balance as of the Statistical Calculation Date(1)
or earlier		%		$	%
Total		100.00	%	$	100.00	%

(1) Percentages may not add to 100% due to rounding.

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Distribution of the Receivables by Contract Rate

as of the Statistical Calculation Date

Contract Rate Range	Number of Receivables	Percentage of Total Number of Receivables(1)		Pool Balance as of the Statistical Calculation Date	Percentage of Pool Balance as of the Statistical Calculation Date(1)
% to     %		%		$	%
% to     %
% to     %
% to     %
% to     %
% to     %
% to     %
% to     %
% to     %
% to     %
% to     %
% to     %
% to     %
% to     %
% to     %
% to     %
Total		100.00	%	$	100.00	%

(1) Percentages may not add to 100.00% due to rounding.

Distribution of the Receivables by Original Principal Balance

as of the Statistical Calculation Date

Original Principal Balance	Number of Receivables	Percentage of Total Number of Receivables(1)		Pool Balance as of the Statistical Calculation Date	Percentage of Pool Balance as of the Statistical Calculation Date(1)
$     to		%		$	%
$     to
$     to
$     to
$     to
$     to
$     to
$     to
$     to
$     to
$     to
Total		100.00	%	$	100.00	%

(1) Percentages may not add to 100.00% due to rounding.

The average original Principal Balance of the Receivables was $             as of the Statistical Calculation Date.

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Distribution of the Receivables by Remaining Principal Balance

as of the Statistical Calculation Date

Remaining Principal Balance	Number of Receivables	Percentage of Total Number of Receivables(1)		Pool Balance as of the Statistical Calculation Date	Percentage of Pool Balance as of the Statistical Calculation Date(1)
$     to		%		$	%
$     to
$     to
$     to
$     to
$     to
$     to
$     to
$     to
$     to
Total		100.00	%	$	100.00	%

(1) Percentages may not add to 100.00% due to rounding.

The average remaining Principal Balance of the Receivables was $             as of the Statistical Calculation Date.

Distribution of the Receivables by Original Term to Maturity

as of the Statistical Calculation Date

Original Term Range	Number of Receivables	Percentage of Total Number of Receivables(1)		Pool Balance as of the Statistical Calculation Date	Percentage of Pool Balance as of the Statistical Calculation Date(1)
months to      months		%		$	%
months to      months
months to      months
months to      months
months to      months
months to      months
months to      months
Total		100.00	%	$	100.00	%

(1) Percentages may not add to 100.00% due to rounding.

Weighted Average Lives of the Notes

The following information is given solely to illustrate the effect of prepayments of the Receivables on the weighted average lives of the Notes under the stated assumptions and is not a prediction of the prepayment rate that might actually be experienced by the Receivables.

Prepayments on motor vehicle receivables can be measured relative to a prepayment standard or model. The model used in this prospectus supplement, the Absolute Prepayment Model or “ABS”, represents an assumed rate of prepayment each month relative to the original number of receivables in a pool of receivables. ABS further assumes that all of the receivables are the same size and amortize at the same rate and that each receivable in each month of its life will either be paid as scheduled or be prepaid in full. For example, in a pool of receivables originally containing 10,000 receivables, a 1% ABS rate means that 100 receivables prepay each month. ABS does not purport to be an historical description of

S-22

prepayment experience or a prediction of the anticipated rate of prepayment of any pool of assets, including the Receivables.

The rate of payment of principal of each class of Notes will depend on the rate of payment (including prepayments) of the Principal Balance of the Receivables. For this reason, final distributions in respect of the Notes could occur significantly earlier than their respective Final Scheduled Distribution Dates. The Noteholders will exclusively bear any reinvestment risk associated with early payment of their Notes.

The ABS Tables captioned “Percent of Initial Note Principal Amount at Various ABS Percentages” have been prepared on the basis of the following assumed characteristics of the Receivables:

• the Receivables prepay in full at the specified constant percentage of ABS monthly;

• each scheduled monthly payment on the Receivables is made on the last day of each month and each month has 30 days, beginning in                              ;

• payments on the Notes are made on each Distribution Date (and each Distribution Date is assumed to be the fifteenth day of the applicable month);

• the initial principal amount of each Class of Notes is as set forth on the cover of this prospectus supplement.

• the interest rate on the Class A-1 Notes is     %, the interest rate on the Class A-2 Notes is     %, the interest rate on the Class A-3 Notes is     %, the interest rate on the Class A-4 Notes is     %, the interest rate on the Class B Notes is     %, and the interest rate on the Class C Notes is     %.

• the Closing Date occurs on                              ;

• no defaults or delinquencies occur in the payment of any of the Receivables;

• no Receivables are repurchased due to a breach of any representation or warranty or for any other reason;

• no Event of Default has occurred;

• the balance in the Reserve Account on each Distribution Date is equal to the Required Reserve Account Amount; and

• the Servicer exercises its option to purchase the Receivables on the earliest Distribution Date on which it is permitted to do so, as described in this prospectus supplement.

The ABS Tables indicate the projected weighted average life of each class of Notes and set forth the percent of the initial principal amount of each class of Notes that is projected to be outstanding after each of the Distribution Dates shown at various constant ABS percentages.

The ABS Tables also assume that the Receivables have been aggregated into hypothetical pools with all of the Receivables within each such pool having the following characteristics and that the level scheduled monthly payment for each of the pools (which is based on the aggregate Principal Balance of

S-23

the Receivables in each pool, Contract Rate and remaining term to maturity) will be such that each pool will be fully amortized by the end of its remaining term to maturity.

Pool	Aggregate Principal Balance	Weighted Average Note Rate	Weighted Average Original Term to Maturity (in months)	Weighted Average Remaining Term to Maturity (in months)
1	$	%
2	$	%
3	$	%
4	$	%
5	$	%
6	$	%
7	$	%
8	$	%
9	$	%
10	$	%
11	$	%
12	$	%

The actual characteristics and performance of the Receivables will differ from the assumptions used in constructing the ABS Tables. The assumptions used are hypothetical and have been provided only to give a general sense of how the principal cash flows might behave under varying prepayment scenarios. For example, it is very unlikely that the Receivables will prepay at a constant level of ABS until maturity or that all of the Receivables will prepay at the same level of ABS. Moreover, the diverse terms of Receivables within each of the hypothetical pools could produce slower or faster principal distributions than indicated in the ABS Tables at the various constant percentages of ABS specified, even if the weighted average note rates, weighted average original terms to maturity and weighted average remaining terms to maturity of the Receivables are as assumed. Any difference between such assumptions and the actual characteristics and performance of the Receivables, or actual prepayment experience, will affect the percentages of initial amounts outstanding over time and the weighted average life of each class of Notes.

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Percent of Initial Note Principal Amount at Various ABS Percentages

	Class A-1 Notes										Class A-2 Notes
Distribution Date	0.50%		1.00%		1.50%		1.75%		2.00%		0.50%		1.00%		1.50%		1.75%		2.00%
Closing Date	100	%	100	%	100	%	100	%	100	%	100	%	100	%	100	%	100	%	100	%
	%		%		%		%		%		%		%		%		%		%
	%		%		%		%		%		%		%		%		%		%
	%		%		%		%		%		%		%		%		%		%
	%		%		%		%		%		%		%		%		%		%
	%		%		%		%		%		%		%		%		%		%
	%		%		%		%		%		%		%		%		%		%
	%		%		%		%		%		%		%		%		%		%
	%		%		%		%		%		%		%		%		%		%
	%		%		%		%		%		%		%		%		%		%
	%		%		%		%		%		%		%		%		%		%
	%		%		%		%		%		%		%		%		%		%
	%		%		%		%		%		%		%		%		%		%
	%		%		%		%		%		%		%		%		%		%
	%		%		%		%		%		%		%		%		%		%
	%		%		%		%		%		%		%		%		%		%
	%		%		%		%		%		%		%		%		%		%
	%		%		%		%		%		%		%		%		%		%
	%		%		%		%		%		%		%		%		%		%
	%		%		%		%		%		%		%		%		%		%
	%		%		%		%		%		%		%		%		%		%
	%		%		%		%		%		%		%		%		%		%
	%		%		%		%		%		%		%		%		%		%
	%		%		%		%		%		%		%		%		%		%
	%		%		%		%		%		%		%		%		%		%
	%		%		%		%		%		%		%		%		%		%
	%		%		%		%		%		%		%		%		%		%
	%		%		%		%		%		%		%		%		%		%
	%		%		%		%		%		%		%		%		%		%
	%		%		%		%		%		%		%		%		%		%
	%		%		%		%		%		%		%		%		%		%
	%		%		%		%		%		%		%		%		%		%
	%		%		%		%		%		%		%		%		%		%
	%		%		%		%		%		%		%		%		%		%
	%		%		%		%		%		%		%		%		%		%
	%		%		%		%		%		%		%		%		%		%
	%		%		%		%		%		%		%		%		%		%
	%		%		%		%		%		%		%		%		%		%
	%		%		%		%		%		%		%		%		%		%
	%		%		%		%		%		%		%		%		%		%
	%		%		%		%		%		%		%		%		%		%
	%		%		%		%		%		%		%		%		%		%
	%		%		%		%		%		%		%		%		%		%
	%		%		%		%		%		%		%		%		%		%
	%		%		%		%		%		%		%		%		%		%
	%		%		%		%		%		%		%		%		%		%
	%		%		%		%		%		%		%		%		%		%
	%		%		%		%		%		%		%		%		%		%
	%		%		%		%		%		%		%		%		%		%
	%		%		%		%		%		%		%		%		%		%
	%		%		%		%		%		%		%		%		%		%
	%		%		%		%		%		%		%		%		%		%
Weighted Average Life (In Years)

S-25

Percent of Initial Note Principal Amount at Various ABS Percentages

	Class A-3 Notes										Class A-4 Notes
Distribution Date	0.50%		1.00%		1.50%		1.75%		2.00%		0.50%		1.00%		1.50%		1.75%		2.00%
Closing Date	100	%	100	%	100	%	100	%	100	%	100	%	100	%	100	%	100	%	100	%
	%		%		%		%		%		%		%		%		%		%
	%		%		%		%		%		%		%		%		%		%
	%		%		%		%		%		%		%		%		%		%
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	%		%		%		%		%		%		%		%		%		%
	%		%		%		%		%		%		%		%		%		%
	%		%		%		%		%		%		%		%		%		%
	%		%		%		%		%		%		%		%		%		%
	%		%		%		%		%		%		%		%		%		%
	%		%		%		%		%		%		%		%		%		%
	%		%		%		%		%		%		%		%		%		%
	%		%		%		%		%		%		%		%		%		%
	%		%		%		%		%		%		%		%		%		%
	%		%		%		%		%		%		%		%		%		%
	%		%		%		%		%		%		%		%		%		%
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	%		%		%		%		%		%		%		%		%		%
	%		%		%		%		%		%		%		%		%		%
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	%		%		%		%		%		%		%		%		%		%
	%		%		%		%		%		%		%		%		%		%
	%		%		%		%		%		%		%		%		%		%
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	%		%		%		%		%		%		%		%		%		%
	%		%		%		%		%		%		%		%		%		%
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	%		%		%		%		%		%		%		%		%		%
Weighted Average Life (In Years)

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Percent of Initial Note Principal Amount at Various ABS Percentages

	Class B Notes										Class C Notes
Distribution Date	0.5%		1.0%		1.5%		1.75%		2.0%		0.5%		1.0%		1.5%		1.75%		2.0%
Closing Date	100	%	100	%	100	%	100	%	100	%	100	%	100	%	100	%	100	%	100	%
	%		%		%		%		%		%		%		%		%		%
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	%		%		%		%		%		%		%		%		%		%
	%		%		%		%		%		%		%		%		%		%
	%		%		%		%		%		%		%		%		%		%
	%		%		%		%		%		%		%		%		%		%
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	%		%		%		%		%		%		%		%		%		%
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	%		%		%		%		%		%		%		%		%		%
Weighted Average Life (In Years)

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The foregoing ABS Tables have been prepared based on the assumptions described above (including the assumptions regarding the characteristics and performance of the Receivables which will differ from the actual characteristics and performance thereof) and should be read in conjunction therewith. The weighted average life of a Note is determined by multiplying the amount of each principal payment on the Note by the number of years from the date of the issuance of the Note to the related Distribution Date, adding the results and dividing the sum by the related initial principal amount of the Note.

CarMax

General

CarMax is a leading retailer of used and new motor vehicles in the United States and operated              stores in              states as of             . CarMax purchases and sells used motor vehicles at each of its stores and sells new motor vehicles at              of its stores under franchise agreements with various manufacturers. See “CarMax” in the prospectus for more information.

As of             , CarMax operated stores in the following markets:

Market	Number of Stores
Chicago, Illinois
Washington D.C./Baltimore, Maryland
Atlanta, Georgia
Dallas, Texas
Houston, Texas
Los Angeles, California
South Florida
Tampa, Florida
Charlotte, North Carolina
Sacramento, California
Orlando, Florida
Kansas City, Kansas
Las Vegas, Nevada
Greensboro, North Carolina
Raleigh, North Carolina
Greenville, South Carolina
Knoxville, Tennessee
Nashville, Tennessee
San Antonio, Texas
Richmond, Virginia

CarMax is not a party to any legal proceeding that could reasonably be expected to have a material impact on the Trust or the interests of the Noteholders.

CarMax Auto Finance

CarMax offers on-site financing to its customers through CarMax Auto Finance (formerly known as First North American Credit), the financing unit of CarMax Auto, and through third parties. For the fiscal years ended February 28, 2001, 2002 and 2003, CarMax originated installment sale contracts (excluding contracts cancelled within three business days after origination) aggregating approximately $785 million, $941 million and $1,189 million, respectively. The outstanding principal balance of all motor vehicle retail installment sale contracts originated by CarMax and financed through CarMax Auto

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Finance was $             as of             . Of the approximately $             billion of receivables in CarMax Auto’s servicing portfolio as of             , including receivables that previously were sold but still are being serviced by CarMax Auto, approximately             % represented receivables originated in connection with the sale of used motor vehicles and approximately             % represented receivables originated in connection with the sale of new motor vehicles.

Delinquency, Credit Loss and Recovery Information

Set forth below is certain information concerning the experience of CarMax Auto pertaining to its motor vehicle receivable portfolio, including those receivables previously sold which CarMax Auto continues to service. There can be no assurance that the delinquency, repossession and net loss experience on the Receivables will be comparable to that set forth below.

Delinquency Experience

	Months Ended             ,
	Number of Receivables	Amount		Number of Receivables	Amount
Total Receivable Portfolio		$			$
Delinquencies as a Percentage of Total Receivable Portfolio
31-60 Days	%		%	%		%
61-90 Days	%		%	%		%
91 Days or More	%		%	%		%
Total Delinquencies as a Percentage of Total Receivable Portfolio	%		%	%		%
Total Delinquencies		$			$

	Year Ended December 31,
	2002					2001					2000
	Number of Receivables		Amount			Number of Receivables		Amount			Number of Receivables		Amount
Total Receivable Portfolio	172,890		$	1,825,999,102		146,035		$	1,475,088,924		116,451		$	1,185,612,703
Delinquencies as a Percentage of Total Receivable Portfolio
31-60 Days	1.31	%		1.13	%	1.43	%		1.34	%	1.56	%		1.47	%
61-90 Days	0.33	%		0.27	%	0.31	%		0.27	%	0.35	%		0.30	%
91 Days or More	0.21	%		0.18	%	0.16	%		0.14	%	0.19	%		0.16	%
Total Delinquencies as a Percentage of Total Receivable Portfolio	1.85	%		1.59	%	1.91	%		1.75	%	2.09	%		1.93	%
Total Delinquencies	3,193		$	28,989,649		2,782		$	25,843,322		2,435		$	22,838,630

	Year Ended December 31,
	1999					1998
	Number of Receivables		Amount			Number of Receivables		Amount
Total Receivable Portfolio	83,624		$	860,556,480		52,129		$	528,585,348
Delinquencies as a Percentage of Total Receivable Portfolio
31-60 Days	1.10	%		0.98	%	0.97	%		0.76	%
61-90 Days	0.22	%		0.16	%	0.23	%		0.17	%
91 Days or More	0.17	%		0.12	%	0.11	%		0.06	%
Total Delinquencies as a Percentage of Total Receivable Portfolio	1.49	%		1.26	%	1.31	%		0.99	%

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	Year Ended December 31,
	1999			1998
	Number of Receivables	Amount		Number of Receivables	Amount
Total Delinquencies	1,245	$	10,844,433	685	$	5,243,832

The amounts included in the delinquency experience table represent principal amounts only. Total Delinquencies as a Percentage of Total Receivables Portfolio includes unsold repossessed vehicles and accounts in bankruptcy which are less than 120 days past due. The delinquency periods included in the delinquency experience table are calculated based on the number of days a payment is contractually past due. All receivables are written off not later than the last business day of the month during which they become 120 days delinquent.

Credit Loss Experience

	Months Ended
Total Number of Receivables Outstanding at Period End
Average Number of Receivables Outstanding During the Period
Outstanding Principal Amount at Period End	$		$
Average Outstanding Principal Amount During the Period	$		$
Gross Principal Charge-Offs	$		$
Recoveries	$		$
Net Losses	$		$
Net Losses as a Percentage of the Average Outstanding Principal Amount(1)		%		%

(1) The percentages for the              months ended              and              are annualized and are not necessarily indicative of a full year’s actual results.

	Year Ended December 31,
	2002			2001			2000
Total Number of Receivables Outstanding at Period End		172,890			146,035			116,451
Average Number of Receivables Outstanding During the Period		159,463			131,243			100,038
Outstanding Principal Amount at Period End	$	1,825,999,102		$	1,475,088,924		$	1,185,612,703
Average Outstanding Principal Amount During the Period	$	1,630,674,113		$	1,338,578,746		$	1,028,618,645
Gross Principal Charge-Offs	$	21,282,978		$	15,569,462		$	8,748,280
Recoveries	$	4,461,276		$	3,494,574		$	2,213,115
Net Losses	$	16,821,702		$	12,074,888		$	6,535,165
Net Losses as a Percentage of the Average Outstanding Principal Amount		1.03	%		0.90	%		0.64	%

	Year Ended December 31,
	1999			1998
Total Number of Receivables Outstanding at Period End		83,624			52,129
Average Number of Receivables Outstanding During the Period		67,877			39,201
Outstanding Principal Amount at Period End	$	860,556,480		$	528,585,348
Average Outstanding Principal Amount During the Period	$	706,769,054		$	392,753,294
Gross Principal Charge-Offs	$	4,838,933		$	2,726,477
Recoveries	$	1,584,941		$	808,926
Net Losses	$	3,253,992		$	1,917,551
Net Losses as a Percentage of the Average Outstanding Principal Amount		0.46	%		0.49	%

The average outstanding principal amount during any period equals the average of the monthly average outstanding principal amount of the retail installment sale contracts during that period. The gross charge-offs for any period equal the total principal amount due on all retail installment sale contracts determined to be uncollectible during that period minus the total amount recovered during that period from the repossession and sale of financed vehicles. The recoveries for any period equal the total amount recovered during that period on retail installment sale contracts previously charged off.

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The data presented in the foregoing tables are for illustrative purposes only. Delinquency and credit loss experience may be influenced by a variety of economic, social and other factors. We cannot assure you that the delinquency and credit loss information of CarMax Auto, or that of the Trust with respect to the Receivables, in the future will be similar to that set forth above.

Delinquency and Credit Loss Trends

CarMax Auto believes that the relative stability of the delinquency and credit loss performance of its portfolio over the past             years and              months is attributable to a number of factors, including the following:

• consistent credit underwriting, provided by empirically derived credit scoring models which help CarMax Auto Finance quantify credit risk and implement risk adjusted pricing;

• consistent collateral quality, achieved through selective vehicle acquisition and a thorough reconditioning process to meet CarMax’s mechanical, electrical and safety standards; and

• innovative collection strategies, including the use of behavioral models to manage the collection processes and periodic default risk reviews through risk score updates on outstanding loans.

CarMax Auto’s expectations with respect to delinquency and credit loss trends constitute forward-looking statements and are subject to important economic, social, legal and other factors that could cause actual results to differ materially from those projected. These factors include, but are not limited to, inflation rates, unemployment rates, changes in consumer debt levels, changes in the market for used vehicles and the enactment of new laws that further regulate the motor vehicle lending industry.

Use of Proceeds

CarMax Auto will sell the Receivables and certain related property to the Seller, which in turn will transfer the Receivables and related property to the Trust. CarMax Auto or its affiliates may use all or a portion of the net proceeds of such sale to pay their respective debts, including warehouse debt secured by the Receivables prior to the transfer of the Receivables to the Seller, and for general purposes. Any warehouse debt may be owed to one or more of the underwriters or their affiliates or entities for which their affiliates act as administrator and/or provide liquidity lines, so a portion of the proceeds that is used to pay warehouse debt may be paid to the underwriters or their respective affiliates.

Computing Your Portion of the Outstanding

Principal Amount of the Notes

The Servicer will provide to you in a monthly report a factor which you can use to compute your portion of the outstanding principal amount of the Notes. See “Pool Factors and Trading Information” in the prospectus.

Description of the Notes

The Trust will issue the Notes under the Indenture. We will file a copy of the Indenture with the SEC after the Trust issues the Notes. We summarize below the material terms of the Notes. This summary is not a complete description of all the provisions of the Notes. This summary supplements the description of the general terms and provisions of the notes of any trust and the related indenture set forth under “Certain Information Regarding the Securities” and “Description of the Indenture” in the

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prospectus and the description of the Indenture set forth under “Description of the Indenture” in this prospectus supplement. We refer you to those sections.

Note Registration

The Notes will be available for purchase in denominations of $1,000 and integral multiples of $1,000 thereafter. The Notes will initially be issued only in book-entry form. See “Certain Information Regarding the Securities—Book-Entry Registration” in the prospectus for a further discussion of the book-entry registration system.

Payments of Interest

Interest on the principal amounts of the Notes will accrue at the respective per annum interest rates for the various classes of Notes and will be payable on each Distribution Date to the Noteholders of record as of the related Record Date.

The Notes will bear interest at the following Interest Rates:

• in the case of the Class A-1 Notes,     % per annum;

• in the case of the Class A-2 Notes,     % per annum;

• in the case of the Class A-3 Notes,     % per annum;

• in the case of the Class A-4 Notes,     % per annum;

• in the case of the Class B Notes,     % per annum; and

• in the case of the Class C Notes,     % per annum.

Calculation of Interest. Interest will accrue and will be calculated on the Notes as follows:

• Actual/360. Interest on the Class A-1 Notes will accrue from and including the prior Distribution Date (or, in the case of the first Distribution Date, from and including the Closing Date) to but excluding the current Distribution Date. The interest payable on the Class A-1 Notes on each Distribution Date will equal the product of:

• the principal amount of the Class A-1 Notes as of the preceding Distribution Date, after giving effect to all principal payments made with respect to the Class A-1 Notes on that preceding Distribution Date;

• the Interest Rate applicable to the Class A-1 Notes; and

• the actual number of days elapsed during the period from and including the preceding Distribution Date (or, in the case of the first Distribution Date, from and including the Closing Date) to but excluding the current Distribution Date divided by 360.

• 30/360. Interest on the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes and the Class C Notes will accrue from and including the 15^th day of the prior calendar month (or, in the case of the first Distribution Date, from and including the Closing Date) to but excluding the 15^th day of the current month (assuming each month has 30 days). The interest payable on the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the

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Class B Notes or the Class C Notes, as applicable, on each Distribution Date will equal the product of:

• the principal amount of that class of Notes as of the preceding Distribution Date, after giving effect to all principal payments made with respect to that class of Notes on that preceding Distribution Date;

• the Interest Rate applicable to that class of Notes; and

• 30 (or in the case of the first Distribution Date, assuming a Closing Date of             ,     ) divided by 360.

Unpaid Interest Accrues. Interest accrued as of any Distribution Date but not paid on such Distribution Date will be due on the next Distribution Date, together with interest on such amount at the Interest Rate applicable to that class (to the extent lawful).

Priority of Interest Payments. The Trust will pay interest on the Notes on each Distribution Date with Available Funds in accordance with the priority set forth under “Application of Available Funds—Priority of Distributions”. Interest payments to holders of the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes will have the same priority. If amounts available to make interest payments on a class of Class A Notes are less than the full amount of interest payable on that class of Notes on a Distribution Date, the related Noteholders will receive their ratable share of that amount, based on the aggregate amount of interest due on that date on each class of Class A Notes. Interest payments to the holders of the Class B Notes will be made only after the interest accrued on each class of Class A Notes and the Priority Principal Distribution Amount, if any, have been paid in full. Interest payments to the holders of the Class C Notes will be made only after the interest accrued on each class of Class A Notes and the Class B Notes and the Priority Principal Distribution Amount, if any, have been paid in full.

An Event of Default will occur if the full amount of interest due on the Notes of the Controlling Class is not paid within five Business Days of the related Distribution Date. While any of the Class A Notes remain outstanding, the failure to pay interest due on the Class B Notes or the Class C Notes and while any of the Class B Notes remain outstanding, the failure to pay interest due on the Class C Notes, in each case within five Business Days of the related Distribution Date, will not be an Event of Default. See “Description of the Indenture—Rights Upon Event of Default” in this prospectus supplement.

Payments of Principal

Priority and Amount of Principal Payments. On each Distribution Date, Noteholders will receive principal in an amount generally equal to the excess, if any, of:

• the aggregate unpaid principal amount of the Notes as of the close of business on the preceding Distribution Date (or, in the case of the first Distribution Date, as of the Closing Date) after giving effect to all payments made on that preceding Distribution Date and the Overcollateralization Target Amount for the current Distribution Date; over

• the Pool Balance as of the last day of the related Collection Period.

On each Distribution Date, all Available Funds allocated to payments of principal on the Notes as described in “Application of Available Funds—Priority of Distributions” will be aggregated and will be paid out of the Note Payment Account in the following amounts and order of priority:

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(1) to the Class A-1 Notes until they have been paid in full;

(2) to the other Class A Notes, sequentially to the Class A-2 Notes until they have been paid in full, then to the Class A-3 Notes until they have been paid in full and then to the Class A-4 Notes until they have been paid in full, the amount required to reduce the aggregate principal amount of the Class A Notes to an amount equal to approximately     % of the amount by which the Pool Balance as of the last day of the related Collection Period exceeds the Overcollateralization Target Amount for that Distribution Date;

(3) to the Class B Notes, the amount required to reduce the aggregate principal amount of the Class B Notes to an amount equal to approximately     % of the amount by which the Pool Balance as of the last day of the related Collection Period exceeds the Overcollateralization Target Amount for that Distribution Date; and

(4) to the Class C Notes, the amount required to reduce the aggregate principal amount of the Class C Notes to an amount equal to approximately     % of the amount by which the Pool Balance as of the last day of the related Collection Period exceeds the Overcollateralization Target Amount for that Distribution Date.

These general rules are subject, however, to the following exceptions:

• in no event will the principal paid in respect of a class of Notes exceed the unpaid principal amount of that class of Notes;

• if a Distribution Date is a Final Scheduled Distribution Date for one or more classes of Notes, all principal payments will be made on that Distribution Date and any subsequent Distribution Date first to those classes of Notes with that Final Scheduled Distribution Date, in order of seniority, until those classes have been paid in full; and

• in the event of any shortfall in the amount of funds available for principal payments on the Notes on any Distribution Date, no principal payments will be made on a class of Notes with a lower alphabetical designation until all principal amounts payable with respect to each class of Notes with a higher alphabetical designation have been paid in full.

If the Notes are accelerated following the occurrence of an Event of Default, the Trust will pay the funds allocated to the holders of the Notes to pay principal of the Notes, together with amounts that would otherwise be payable to the holders of the Certificates, in the following order of priority:

(1) to the holders of the Class A-1 Notes until the Class A-1 Notes have been paid in full;

(2) to the holders of the other Class A Notes pro rata based upon their respective unpaid principal amounts until the other Class A Notes have been paid in full;

(3) to the holders of the Class B Notes until the Class B Notes have been paid in full; and

(4) to the holders of the Class C Notes until the Class C Notes have been paid in full.

Final Scheduled Distribution Dates. The principal amount of any class of Notes, to the extent not previously paid, will be due on the Final Scheduled Distribution Date for that class. The Final Scheduled Distribution Dates for the Notes are as follows:

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•              for the Class A-1 Notes;

•              for the Class A-2 Notes;

•              for the Class A-3 Notes;

•              for the Class A-4 Notes;

•              for the Class B Notes; and

•              for the Class C Notes.

The date on which each class of Notes is paid in full is expected to be earlier than the Final Scheduled Distribution Date for that class and could be significantly earlier depending upon the rate at which the Principal Balances of the Receivables are paid. See “The Receivables Pool—Weighted Average Lives of the Notes” in this prospectus supplement and “Maturity and Prepayment Considerations” in the prospectus for a further discussion of Receivable prepayments.

Credit Enhancement

Subordination. Interest and principal payments on the Notes will be subordinated as follows:

• on each Distribution Date, no interest will be paid on the Class B Notes or the Class C Notes until all interest due on the Class A Notes through the related Interest Period, including, to the extent lawful, interest on any overdue interest and the Priority Principal Distributable Amount, if any, have been paid in full;

• on each Distribution Date, no interest will be paid on the Class C Notes until all interest due on the Class B Notes through the related Interest Period, including, to the extent lawful, interest on any overdue interest and the Priority Principal Distributable Amount, if any, have been paid in full; and

• on each Distribution Date, no principal will be paid on the Class B Notes or the Class C Notes until all principal due on the Class A Notes on that Distribution Date has been paid in full and no principal will be paid on the Class C Notes until all principal due on the Class B Notes on that Distribution Date has been paid in full.

The subordination of the Class B Notes and the Class C Notes is intended to decrease the risk of default by the Trust with respect to payments due to the more senior classes of Notes.

Overcollateralization. Overcollateralization represents the amount by which the Pool Balance exceeds the aggregate principal amount of the Notes. Overcollateralization will be available to absorb losses on the Receivables that are not otherwise covered by excess collections on or in respect of the Receivables, if any. The initial amount of overcollateralization will be zero. The application of funds as described in clause (7) of “Application of Available Funds—Priority of Distributions” is designed to create overcollateralization and to increase over time the amount of overcollateralization as of any Distribution Date to the Overcollateralization Target Amount equal to     % of the Pool Balance as of the last day of the related Collection Period, but not less than $            . This will be effected by paying a greater amount of principal on the Notes on the first several Distribution Dates after the Closing Date than is paid by obligors on the principal of the Receivables during such time. The amount of this payment on the Notes will be funded primarily from interest collections on the Receivables in excess of the interest

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paid on the Notes and other fees required to be paid by the Trust, but this payment will not be made from funds in the Reserve Account.

Reserve Account. The Servicer will establish and maintain with the Indenture Trustee the Reserve Account into which certain excess collections on the Receivables will be deposited and from which amounts may be withdrawn to pay the monthly Servicing Fees and any Unreimbursed Servicer Advances to the Servicer and to make required payments on the Notes.

The Seller will deposit the Reserve Account Initial Deposit in the Reserve Account on the Closing Date. On each Distribution Date, the Indenture Trustee will deposit in the Reserve Account, from amounts collected on or in respect of the Receivables during the related Collection Period and not used on that Distribution Date to pay Required Payment Amounts, the amount, if any, by which the Required Reserve Account Amount for that Distribution Date exceeds the amount on deposit in the Reserve Account on that Distribution Date, after giving effect to all required withdrawals from the Reserve Account on that Distribution Date. The amounts on deposit in the Reserve Account will be invested by the Servicer in eligible investments acceptable to each Rating Agency. The Reserve Account must be maintained as an Eligible Deposit Account.

On each Determination Date, the Servicer will determine the Reserve Account Draw Amount, if any, for the following Distribution Date. If the Reserve Account Draw Amount for any Distribution Date is greater than zero, the Indenture Trustee will withdraw that amount, up to the amount on deposit in the Reserve Account, from the Reserve Account and transfer the amount withdrawn to the Collection Account. If the amount required to be withdrawn from the Reserve Account to cover shortfalls in funds on deposit in the Collection Account exceeds the amount on deposit in the Reserve Account, a temporary shortfall in the amounts distributed to the Noteholders could result. In addition, depletion of the Reserve Account ultimately could result in losses on your Notes.

If the amount on deposit in the Reserve Account on any Distribution Date exceeds the Required Reserve Account Amount for that Distribution Date, after giving effect to all required deposits to and withdrawals from the Reserve Account on that Distribution Date, that excess will be paid to the Certificateholders. Any amount paid to the Certificateholders will no longer be the property of the Trust. On or after the termination of the Trust, the Certificateholders will be entitled to receive any amounts remaining in the Reserve Account after all required payments to the Servicer and the Noteholders have been made.

If any class of notes has not been paid in full on any Distribution Date on or after its Final Scheduled Distribution Date (after giving effect to the distribution of Available Funds on such Distribution Date), the Indenture Trustee will distribute to the holders of that class of Notes, from amounts on deposit in the Reserve Account, an amount equal to the lesser of the funds on deposit in the Reserve Account and the outstanding principal amount of that class of Notes. After the payment in full, or the provision for such payment, of all accrued and unpaid interest on the Notes and the principal amount of the Notes, and the payment in full of all amounts due to the Servicer, any funds remaining on deposit in the Reserve Account will be paid to the Certificateholders.

Certificates. The Certificates will represent undivided interests in the Trust and will be issued pursuant to the Trust Agreement. The Certificates are not being offered hereby, and the Certificates, representing 100% of the equity in the Trust, will initially be held by the Seller, who may thereafter sell the Certificates. The Certificates will not bear interest. The rights of the Certificateholders to receive distributions will be subordinated to the rights of the Noteholders to receive all amounts payable to them as distributions as described under “Application of Available Funds—Priority of Distributions”.

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Optional Prepayment

In order to avoid excessive administrative expense, the Servicer will be permitted, at its option, to purchase all remaining Receivables from the Trust on any Distribution Date if the Pool Balance as of the close of business on the last day of the related Collection Period was 10% or less of the initial Pool Balance. The exercise of this right will effect the early retirement of the Notes. See “Description of the Receivables Transfer and Servicing Agreements—Optional Purchase of Receivables” for a further discussion of this option.

Controlling Class

So long as the Class A Notes are outstanding, the Class A Notes will be the Controlling Class. As a result, holders of the Class A Notes generally will vote together as a single class under the Indenture. Upon payment in full of the Class A Notes, the Class B Notes will be the Controlling Class, and upon payment in full of the Class B Notes, the Class C Notes will be the Controlling Class.

The Indenture Trustee

             will act as Indenture Trustee under the Indenture. The Indenture Trustee is a             . The principal corporate trust office of the Indenture Trustee is located at             . The Indenture Trustee will have various rights and duties with respect to the Notes. See “Description of the Indenture” in this prospectus supplement and “Description of the Indenture” in the prospectus for a further discussion of the rights and duties of the Indenture Trustee. CarMax Auto, the Seller and their respective affiliates may maintain normal commercial banking relations with the Indenture Trustee and its affiliates.

Application of Available Funds

Sources of Funds for Distributions

The funds available to the Trust to make payments on the Notes on each Distribution Date will come from the following sources:

• collections received on the Receivables during the related Collection Period;

• net recoveries received during the related Collection Period on Receivables that were charged off as losses in prior months;

• Simple Interest Advances made by the Servicer for the related Collection Period;

• investment earnings on funds on deposit in the Collection Account in respect of the related Collection Period;

• proceeds of repurchases of Receivables by the Seller or purchases of Receivables by the Servicer because of certain breaches of representations or covenants; and

• funds, if any, withdrawn from the Reserve Account for that Distribution Date.

The calculation of the funds available to make payments on the Notes is set forth in the definition of Available Funds under “Glossary of Terms”. We refer you to that definition.

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Priority of Distributions

On each Distribution Date, the Trust will apply the Available Funds for that Distribution Date in the following amounts and order of priority:

(1) to the Servicer, the Servicing Fee for the related Collection Period plus any overdue Servicing Fees for any prior Collection Period and any Unreimbursed Servicer Advances for the related Collection Period;

(2) to the Note Payment Account for the benefit of the holders of the Class A Notes, the Interest Distributable Amount for each class of Class A Notes for that Distribution Date;

(3) to the Note Payment Account for the benefit of the holders of the Notes for distribution as a payment of principal and in the priority set forth under “Description of the Notes—Payments of Principal”, the Priority Principal Distributable Amount for that Distribution Date;

(4) to the Note Payment Account for the benefit of the holders of the Class B Notes, the Interest Distributable Amount for the Class B Notes for that Distribution Date;

(5) to the Note Payment Account for the benefit of the holders of the Class C Notes, the Interest Distributable Amount for the Class C Notes for that Distribution Date;

(6) to the Reserve Account, the excess, if any, of the Required Reserve Account Amount for that Distribution Date over the amount then on deposit in the Reserve Account, after giving effect to all required withdrawals from the Reserve Account on that Distribution Date;

(7) to the Note Payment Account for the benefit of the holders of the Notes for distribution as a payment of principal and in the priority set forth under “Description of the Notes—Payments of Principal”, the Regular Principal Distributable Amount for that Distribution Date;

(8) to the successor Servicer, any unpaid transition expenses due in respect of a transfer of servicing and any Additional Servicing Fees for the related Collection Period; and

(9) unless the Notes have been accelerated upon the occurrence of an Event of Default, to the Certificateholders, any amounts remaining after the above distributions.

Description of the Receivables Transfer and Servicing Agreements

We summarize below some of the important terms of the Sale and Servicing Agreement. We will file a copy of the Sale and Servicing Agreement with the SEC after the Trust issues the Notes. This summary is not a complete description of all of the provisions of the Sale and Servicing Agreement. We refer you to that document. This summary supplements the description of the Sale and Servicing Agreement set forth under “Description of the Receivables Transfer and Servicing Agreements” in the prospectus.

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Servicing the Receivables

The Servicer may, in its sole discretion but consistent with its normal practices and procedures, extend the payment schedule applicable to any Receivable for credit-related reasons; provided, however, that if the extension of a payment schedule causes a Receivable to remain outstanding after the Collection Period preceding the Final Scheduled Distribution Date for the Class C Notes, the Servicer will agree under the Sale and Servicing Agreement to purchase that Receivable for an amount equal to the Purchase Amount as of the last day of the Collection Period which includes the 30^th day after the date of discovery by or notice to the Servicer of such extension. The purchase obligation of the Servicer under the Sale and Servicing Agreement will constitute the sole remedy available to the Noteholders, the Indenture Trustee, the Certificateholders or the Owner Trustee for any extension of a payment schedule that causes a Receivable to remain outstanding after the Collection Period preceding the last Final Scheduled Distribution Date.

Accounts

In addition to the accounts referred to under “Description of the Receivables Transfer and Servicing Agreements—Accounts” in the prospectus, the Servicer will establish:

• the Note Payment Account for the benefit of the Noteholders; and

• the Reserve Account for the benefit of the Noteholders and the Servicer.

Advances

The Servicer, at its option, may make Simple Interest Advances on each Distribution Date to the extent that the Servicer determines that such advances will be recoverable. The Servicer will recover Simple Interest Advances from subsequent payments by or on behalf of the respective obligor or, upon the Servicer’s determination that such advance is an Unreimbursed Servicer Advance, from any Available Collections as described in clause (1) under “Application of Available Funds—Priority of Distributions”.

Servicing Compensation and Expenses

The Servicer will be entitled to receive the Servicing Fee on each Distribution Date. The Servicing Fee, together with any portion of the Servicing Fee that remains unpaid from the prior Distribution Date, will be payable on each Distribution Date. The Servicing Fee will be paid only to the extent of the funds deposited into the Collection Account with respect to the Collection Period relating to such Distribution Date, plus funds, if any, deposited into the Collection Account from the Reserve Account. See “Description of the Receivables Transfer and Servicing Agreements—Servicing Compensation and Expenses” in the prospectus.

Events of Servicing Termination

The provisions set forth below supersede the provisions set forth in “Description of the Receivables Transfer and Servicing Agreements—Events of Servicing Termination” in the prospectus.

The following events will constitute Events of Servicing Termination under the Sale and Servicing Agreement:

• the Servicer shall fail to make any required payment or deposit under the Sale and Servicing Agreement and that failure shall continue unremedied beyond the earlier of five Business

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Days following the date that payment or deposit was due or, in the case of a payment or deposit to be made no later than a Distribution Date or the Business Day preceding a Distribution Date, that Distribution Date or preceding Business Day, as applicable;

• the Servicer shall fail to deliver to the Owner Trustee or the Indenture Trustee the monthly report relating to the payment of amounts due to Noteholders and that failure shall continue unremedied beyond the earlier of three Business Days following the date that report was due and the Business Day preceding the related Distribution Date;

• the Servicer shall fail to observe or perform in any material respect any other covenant or agreement in the Sale and Servicing Agreement that materially and adversely affects the rights of the Seller or the Noteholders and that failure shall continue unremedied for 60 days after written notice of that failure shall have been given to the Servicer by the Seller, the Owner Trustee or the Indenture Trustee or to CarMax Auto, the Seller, the Servicer, the Owner Trustee and the Indenture Trustee by the holders of Notes evidencing not less than 25% of the aggregate principal amount of the Controlling Class;

• any representation or warranty of the Servicer made in the Sale and Servicing Agreement or in any certificate delivered pursuant thereto or in connection therewith, other than any representation or warranty relating to a Receivable that has been purchased by the Servicer, shall prove to have been incorrect in any material respect as of the time when made and that breach shall continue unremedied for 30 days after written notice of that breach shall have been given to the Servicer by the Seller, the Owner Trustee or the Indenture Trustee or to CarMax Auto, the Seller, the Servicer, the Owner Trustee and the Indenture Trustee by the holders of Notes evidencing not less than 25% of the aggregate principal amount of the Controlling Class;

• the occurrence of certain events of bankruptcy, insolvency, receivership or liquidation of the Servicer or its property as specified in the Sale and Servicing Agreement; and

• the Servicer shall cease to be eligible to continue as Servicer under the Sale and Servicing Agreement.

Rights Upon Event of Servicing Termination

The provisions set forth below supersede the provisions set forth in “Description of the Receivables Transfer and Servicing Agreements—Rights Upon Event of Servicing Termination” in the prospectus.

If an Event of Servicing Termination shall have occurred and be continuing, the holders of Notes evidencing not less than 51% of the aggregate principal amount of the Controlling Class may terminate all of the rights and obligations of the Servicer under the Sale and Servicing Agreement. If the rights and obligations of the Servicer under the Sale and Servicing Agreement have been terminated, the Indenture Trustee, or a successor Servicer appointed by the Indenture Trustee, will succeed to all of the responsibilities, duties and liabilities of the Servicer under the Sale and Servicing Agreement and will be entitled to similar compensation arrangements. If, however, a bankruptcy trustee or similar official has been appointed for the Servicer, and no Event of Servicing Termination other than that appointment has occurred and is continuing, that trustee or similar official may have the power to prevent a transfer of servicing. If the Indenture Trustee is unwilling or unable to act as successor Servicer, it may appoint, or petition a court of competent jurisdiction to appoint, a successor Servicer with a net worth of not less than $50,000,000 and whose regular business includes the servicing of motor vehicle retail installment sale

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contracts. The Indenture Trustee may arrange for compensation to be paid to the successor Servicer, which in no event may be greater than the servicing compensation paid to the Servicer under the Sale and Servicing Agreement. The predecessor Servicer will be obligated to pay the costs and expenses associated with the transfer of servicing to the successor Servicer. Such amounts, if not paid by the predecessor Servicer, will be paid out of collections on the Receivables.

Waiver of Past Events of Servicing Termination

The provisions set forth below supersede the provisions set forth in “Description of the Receivables Transfer and Servicing Agreements—Waiver of Past Events of Servicing Termination” in the prospectus.

The holders of Notes evidencing not less than 51% of the aggregate principal amount of the Controlling Class may, on behalf of all Noteholders, waive any Event of Servicing Termination and its consequences, except a default in making any required deposits to or payments from the Collection Account, the Note Payment Account or the Reserve Account in accordance with the Sale and Servicing Agreement. No waiver of a default by the Servicer in the performance of its obligations under the Sale and Servicing Agreement will impair the rights of the Noteholders with respect to any subsequent or other Event of Servicing Termination.

Amendment of the Sale and Servicing Agreement

The provisions set forth below supersede the provisions set forth in “Description of the Receivables Transfer and Servicing Agreements—Amendment” in the prospectus.

The Sale and Servicing Agreement may be amended from time to time by the Seller, the Servicer and the Owner Trustee, on behalf of the Trust, with the consent of the Indenture Trustee but without the consent of the Noteholders, to cure any ambiguity, to correct or supplement any provision in the Sale and Servicing Agreement that may be inconsistent with any other provisions in the Sale and Servicing Agreement or in the prospectus or this prospectus supplement or to add, change or eliminate any other provisions with respect to matters or questions arising under the Sale and Servicing Agreement that are not inconsistent with the provisions of the Sale and Servicing Agreement; provided, however, that no such amendment to the Sale and Servicing Agreement may materially adversely affect the interests of any Noteholder. An amendment will be deemed not to materially adversely affect the interests of any Noteholder if the person requesting the amendment obtains and delivers to the Indenture Trustee:

• an opinion of counsel to that effect; or

• a letter from each Rating Agency to the effect that the amendment would not result in a downgrading or withdrawal of its rating then assigned to any class of Notes.

The Sale and Servicing Agreement may also be amended from time to time by the Seller, the Servicer and the Owner Trustee, on behalf of the Trust, with the consent of the Indenture Trustee and the consent of the holders of Notes evidencing at least 66 ²/3% of the aggregate principal amount of the Controlling Class, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Sale and Servicing Agreement or of modifying in any manner the rights of the Noteholders; provided, however, that no such amendment may:

• increase or reduce in any manner the amount of, or accelerate or delay the timing of, or change the allocation or priority of, collections of payments on or in respect of the Receivables or distributions that are required to be made for the benefit of the Noteholders, or

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change the Interest Rate applicable to any class of Notes or the Required Reserve Account Amount, without the consent of all Noteholders adversely affected by the amendment; or

• reduce the percentage of the aggregate principal amount of the Controlling Class the consent of the holders of which is required for any amendment to the Sale and Servicing Agreement without the consent of all Noteholders adversely affected by the amendment.

No amendment to the Sale and Servicing Agreement will be permitted unless an opinion of counsel is delivered to the Indenture Trustee to the effect that the amendment will not adversely affect the tax status of the Trust. No amendment to the Sale and Servicing Agreement will be permitted without the consent of the Insurer if the amendment would reasonably be expected to materially adversely affect the interests of the Insurer.

Optional Purchase of Receivables

In order to avoid excessive administrative expense, the Servicer will be permitted, at its option, to purchase all remaining Receivables from the Trust on any Distribution Date if the Pool Balance as of the close of business on the last day of the related Collection Period was 10% or less of the initial Pool Balance. The price to be paid by the Servicer in connection with the exercise of this option will equal the Purchase Amount of all Receivables; provided, however, that the purchase price paid by the Servicer for the remaining Receivables, together with amounts on deposit in the Reserve Account and the Collection Account, must equal or exceed the Note Balance as of the purchase date, plus accrued but unpaid interest on each class of Notes at the related Interest Rate through the related Interest Period, plus all amounts due to the Servicer in respect of its servicing compensation and Unreimbursed Servicer Advances. The Servicer will notify the Owner Trustee, the Indenture Trustee and the Seller of the Servicer’s intent to exercise this right no later than 30 days prior to the related Distribution Date. The exercise of this right will effect the early retirement of the Notes. See “Description of the Receivables Transfer and Servicing Agreements—Termination” in the prospectus for a further discussion of the circumstances under which the Servicer may exercise this option.

Deposits to the Collection Account

The paragraph set forth below supersedes the first paragraph set forth in “Description of the Receivables Transfer and Servicing Agreements—Collections” in the prospectus.

The Servicer will deposit all amounts received on or in respect of the Receivables into the Collection Account within two Business Days after such receipt; provided, however, that the Servicer will not be required to deposit such amounts into the Collection Account until the Business Day preceding the Distribution Date following the Collection Period during which such amounts were received at any time that and for so long as:

• CarMax Auto is the Servicer;

• no Event of Servicing Termination shall have occurred and be continuing; and

• each other condition to making deposits less frequently than daily as may be specified by the Rating Agencies is satisfied.

As of the Closing Date, the Servicer will deposit all amounts received on or in respect of the Receivables into the Collection Account within two Business Days after such receipt.

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On or before each Distribution Date, the Servicer will notify the Indenture Trustee to withdraw the Reserve Account Draw Amount from the Reserve Account and to deposit this amount into the Collection Account.

Servicer Will Provide Information to Indenture Trustee

On or before each Determination Date, the Servicer will provide the Indenture Trustee with the information specified in the Sale and Servicing Agreement with respect to the related Distribution Date or the related Collection Period, including:

• the aggregate amount of collections on the Receivables;

• the aggregate amount of Defaulted Receivables;

• the aggregate Purchase Amount of Receivables to be repurchased by the Seller or to be purchased by the Servicer;

• the Reserve Account Draw Amount, if any;

• the Reserve Account Amount;

• the aggregate amount to be distributed as principal and interest on the Notes;

• the Priority Principal Distributable Amount, the Regular Principal Distributable Amount and the Interest Distributable Amount for each of the Class A Notes, the Class B Notes and the Class C Notes;

• the Overcollateralization Target Amount for the next Distribution Date;

• the Unreimbursed Servicer Advances, if any; and

• the Servicing Fee.

Description of the Indenture

We summarize below some of the important terms of the Indenture. We will file a copy of the Indenture with the SEC after the Trust issues the Notes. This summary is not a complete description of all of the provisions of the Indenture. We refer you to that document. This summary supplements the description of the Indenture set forth under “Description of the Indenture” in the prospectus.

Events of Default

The provisions set forth below supersede the provisions set forth in “Description of the Indenture—Events of Default” in the prospectus.

The following events will constitute “Events of Default” under the Indenture:

• a default in the payment of interest on any Note of the Controlling Class for five or more Business Days;

• a default in the payment of principal of any Note on the related Final Scheduled Distribution Date;

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• a default in the observance or performance of any other material covenant or agreement of the Trust made in the Indenture and such default not having been cured for a period of 60 days after written notice thereof has been given to the Trust by the Seller or the Indenture Trustee or to the Trust, the Seller and the Indenture Trustee by the holders of Notes evidencing not less than 25% of the aggregate principal amount of the Controlling Class;

• any representation or warranty made by the Trust in the Indenture or in any certificate delivered pursuant thereto or in connection therewith having been incorrect in any material respect as of the time made and such incorrectness not having been cured for a period of 30 days after written notice thereof has been given to the Trust by the Seller or the Indenture Trustee or to the Trust, the Seller and the Indenture Trustee by the holders of Notes evidencing not less than 25% of the aggregate principal amount of the Controlling Class; and

• certain events of bankruptcy, insolvency, receivership or liquidation of the Trust or its property as specified in the Indenture.

Rights Upon Event of Default

The provisions set forth below supersede the provisions set forth in “Description of the Indenture—Rights Upon Event of Default” in the prospectus.

If an Event of Default shall have occurred and be continuing, the Indenture Trustee or the holders of Notes evidencing not less than 51% of the aggregate principal amount of the Controlling Class may declare the Notes immediately due and payable. Any declaration of acceleration by the Indenture Trustee or the Noteholders may be rescinded by the holders of Notes evidencing not less than 51% of the aggregate principal amount of the Controlling Class at any time before a judgment or decree for payment of the amount due has been obtained by the Indenture Trustee if the Trust has deposited with the Indenture Trustee an amount sufficient to pay all principal of and interest on the Notes as if the Event of Default giving rise to the declaration of acceleration had not occurred and all Events of Default, other than the nonpayment of principal of the Notes that has become due solely as a result of the acceleration, have been cured or waived.

If the Notes have been declared immediately due and payable by the Indenture Trustee or the Noteholders following an Event of Default, the Indenture Trustee may, and at the direction of the holders of Notes evidencing not less than 51% of the aggregate principal amount of the Controlling Class will, institute proceedings to collect amounts due, exercise remedies as a secured party, including foreclosure or sale of the property of the Trust, or elect to maintain the property of the Trust and continue to apply proceeds from the property of the Trust as if there had been no declaration of acceleration. The Indenture Trustee may not, however, sell the property of the Trust following an Event of Default, other than a default for five or more Business Days in the payment of interest on the Notes or a default in the payment of any required principal payment on the Notes, unless:

• the holders of Notes evidencing 100% of the Note Balance consent to the sale;

• the proceeds of the sale will be sufficient to pay in full the principal amount of and accrued but unpaid interest on the Notes; or

• the Indenture Trustee determines that the property of the Trust would not be sufficient on an ongoing basis to make all payments on the Notes as those payments would have become due had the Notes not been declared due and payable and the holders of Notes evidencing not less than 66 ²/3% of the aggregate principal amount of the Controlling Class consent to the sale.

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The Indenture Trustee may, but need not, obtain and rely upon an opinion of an independent accountant or investment banking firm as to the sufficiency of the property of the Trust to pay principal of and interest on the Notes on an ongoing basis.

If the property of the Trust is sold following an Event of Default, the Indenture Trustee will apply or cause to be applied the proceeds of that sale first to pay all amounts due to the Indenture Trustee as compensation under the terms of the Indenture and then as Available Funds as described under “Application of Available Funds—Priority of Distributions”.

If the property of the Trust is sold following an Event of Default and the proceeds of that sale are not sufficient to pay in full the principal balance of and all accrued but unpaid interest on the Notes, the Indenture Trustee will withdraw available amounts from the Reserve Account in respect of that shortfall.

If an Event of Default shall have occurred and be continuing, subject to the provisions of the Indenture relating to the duties of the Indenture Trustee, the Indenture Trustee will be under no obligation to exercise any of its rights or powers under the Indenture at the request or direction of the Noteholders if the Indenture Trustee reasonably believes that it will not be adequately indemnified against the costs, expenses and liabilities which might be incurred by it in complying with that request or direction. The holders of Notes evidencing not less than 51% of the aggregate principal amount of the Controlling Class will have the right, subject to certain limitations contained in the Indenture, to direct the time, method and place of conducting any proceeding or any remedy available to the Indenture Trustee.

No holder of a Note will have the right to institute any proceeding with respect to the Indenture, unless:

• the holder previously has given to the Indenture Trustee written notice of a continuing Event of Default;

• the holders of Notes evidencing not less than 25% of the aggregate principal amount of the Controlling Class have made written request to the Indenture Trustee to institute such proceeding in its own name as Indenture Trustee;

• the holder or holders have offered the Indenture Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in complying with such request;

• the Indenture Trustee has for 60 days after such notice, request and offer of indemnity failed to institute the proceeding; and

• no direction inconsistent with such request has been given to the Indenture Trustee during such 60-day period by the holders of Notes evidencing not less than 51% of the aggregate principal amount of the Controlling Class.

If the Indenture Trustee receives conflicting or inconsistent requests and indemnity from two or more groups of Noteholders, each holding Notes evidencing less than 51% of the aggregate principal amount of the Controlling Class, the Indenture Trustee in its sole discretion will determine what action, if any, will be taken with respect to such requests.

The Indenture Trustee and the Noteholders, by accepting the Notes, will covenant that they will not at any time institute against the Trust any bankruptcy, reorganization or other proceeding under any federal or state bankruptcy or similar law.

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Neither the Indenture Trustee nor the Owner Trustee, nor any of their respective owners, beneficiaries, agents, officers, directors, employees, affiliates, successors or assigns will be personally liable for the payment of the principal of or interest on the Notes or for the agreements of the Trust contained in the Indenture.

The right of any Noteholder to receive payments of principal and interest on its Notes when due, or to institute suit for any payments not made when due, shall not be impaired or affected without the holder’s consent.

Replacement of Indenture Trustee

Pursuant to the Trust Indenture Act of 1939, as amended, the Indenture Trustee may be deemed to have a conflict of interest and be required to resign as trustee for the Class A Notes, the Class B Notes or the Class C Notes if a default occurs under the Indenture. In these circumstances, the Indenture will provide for a successor trustee to be appointed for one or each of the Class A Notes, the Class B Notes or the Class C Notes, in order that there be separate trustees for each of the Class A Notes, the Class B Notes and the Class C Notes. So long as any amounts remain unpaid with respect to the Class A Notes, only the trustee for the Class A Notes will have the right to exercise remedies under the Indenture (but the holders of the Class B Notes and the holders of the Class C Notes will be entitled to their respective shares of any proceeds of enforcement, subject to the subordination of the Class B Notes and Class C Notes to the Class A Notes as described herein), and only the holders of the Class A Notes will have the right to direct or consent to any action to be taken, including sale of the Receivables, until the Class A Notes are paid in full. Upon repayment of the Class A Notes in full, all rights to exercise remedies under the Indenture will transfer to the trustee for the Class B Notes, and for so long as any amounts remain unpaid with respect to the Class B Notes, only the trustee for the Class B Notes will have the right to exercise remedies under the Indenture (but the holders of the Class C Notes will be entitled to their respective shares of any proceeds of enforcement, subject to the subordination of the Class C Notes to the Class A Notes and Class B Notes as described herein), and only the holders of the Class B Notes will have the right to direct or consent to any action to be taken, including sale of the Receivables, until the Class B Notes are paid in full. Upon repayment of the Class A Notes and the Class B Notes in full, all rights to exercise remedies under the Indenture will transfer to the trustee for the Class C Notes, and for so long as any amounts remain unpaid with respect to the Class C Notes, only the trustee for the Class C Notes will have the right to exercise remedies under the Indenture, and only the holders of the Class C Notes will have the right to direct or consent to any action to be taken, including sale of the Receivables, until the Class C Notes are paid in full. Any resignation of the original Indenture Trustee as described above with respect to any class of Notes will become effective only upon the appointment of a successor trustee for such class of Notes and such successor’s acceptance of such appointment.

Any successor Indenture Trustee must at all times satisfy the requirements of Section 310(a) of the Trust Indenture Act of 1939, as amended, and must have a combined capital and surplus of at least $50,000,000 and a long-term debt rating of investment grade by each Rating Agency or must otherwise be acceptable to each Rating Agency. See “Description of the Indenture – Replacement of Indenture Trustee” in the prospectus for more information.

Satisfaction and Discharge of Indenture

The Indenture will be discharged with respect to the collateral securing the Notes:

• upon delivery to the Indenture Trustee for cancellation of all the Notes or, if all Notes not delivered to the Indenture Trustee for cancellation have become due and payable, upon

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deposit with the Indenture Trustee of funds sufficient for the payment in full of the principal amount of and accrued but unpaid interest on the Notes;

• upon delivery to the Indenture Trustee of an officer’s certificate and an opinion of counsel, which may be internal counsel to CarMax Auto or the Servicer, stating that all conditions precedent provided for in the Indenture relating to the satisfaction and discharge of the Indenture have been satisfied; and

• upon delivery to the Indenture Trustee of an opinion of counsel, which may be internal counsel to CarMax Auto or the Servicer, to the effect that the satisfaction and discharge of the Indenture will not cause any Noteholder to be treated as having sold or exchanged its Notes for purposes of Section 1001 of the Internal Revenue Code.

Modification of Indenture

The provisions set forth below supersede the provisions set forth in “Description of the Indenture— Modification of Indenture” in the prospectus.

The Owner Trustee, on behalf of the Trust, and the Indenture Trustee may, without the consent of the Noteholders, with prior written notice to each Rating Agency, enter into one or more supplemental indentures for the purpose of, among other things, adding to the covenants of the Trust for the benefit of the Noteholders, curing any ambiguity, correcting or supplementing any provision of the Indenture which may be inconsistent with any other provision of the Indenture or of the prospectus or this prospectus supplement or adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture which will not be inconsistent with other provisions of the Indenture; provided, however, that no such supplemental indenture may materially adversely affect the interests of any Noteholder.

The Owner Trustee, on behalf of the Trust, and the Indenture Trustee may, with the consent of the holders of Notes evidencing not less than 51% of the aggregate principal amount of the Controlling Class and with prior written notice to each Rating Agency, enter into one or more supplemental indentures for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or modifying in any manner the rights of the Noteholders; provided, however, that no such supplemental indenture consented to by the Insurer on behalf of the Noteholders may materially adversely affect the interests of any Noteholder; and, provided further, that no such supplemental indenture may, without the consent of all Noteholders affected by such supplemental indenture:

• change the Final Scheduled Distribution Date or the due date of any installment of principal of or interest on any Note or reduce the principal amount, the interest rate or the redemption price with respect to any Note, change the application of collections on or the proceeds of a sale of the property of the Trust to payment of principal and interest on the Notes or change any place of payment where, or the coin or currency in which, any Note or any interest on any Note is payable;

• impair the right to institute suit for the enforcement of certain provisions of the Indenture regarding payment;

• reduce the percentage of the aggregate principal amount of the Controlling Class the consent of the holders of which is required for any such supplemental indenture or the consent of the holders of which is required for any waiver of compliance with certain provisions of the Indenture or of certain defaults thereunder and their consequences as provided for in the Indenture;

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• modify or alter the provisions of the Indenture regarding the voting of Notes held by the Trust, any other obligor on the Notes, the Seller or an affiliate of any of them or modify or alter the definition of Note Balance or the definition of Controlling Class;

• reduce the percentage of the Note Balance the consent of the holders of which is required to direct the Indenture Trustee to sell or liquidate the property of the Trust after an Event of Default if the proceeds of the sale or liquidation would be insufficient to pay in full the principal amount of and accrued but unpaid interest on the outstanding Notes;

• reduce the percentage of the aggregate principal amount of the Controlling Class the consent of the holders of which is required to amend the sections of the Indenture which specify the applicable percentage of the aggregate principal amount of the Controlling Class necessary to amend the Indenture or any of the other documents relating to the Trust;

• affect the calculation of the amount of interest or principal payable on any Note on any Distribution Date, including the calculation of any of the individual components of such calculation;

• affect the rights of the Noteholders to the benefit of any provisions for the mandatory redemption of the Notes provided in the Indenture; or

• permit the creation of any lien ranking prior to or on a parity with the lien of the Indenture with respect to any of the collateral for the Notes or, except as otherwise permitted or contemplated in the Indenture, terminate the lien of the Indenture on any such collateral or deprive the holder of any Note of the security afforded by the lien of the Indenture.

A supplemental indenture will be deemed not to materially adversely affect the interests of any Noteholder if the person requesting the supplemental indenture obtains and delivers to the Indenture Trustee:

• an opinion of counsel to that effect; or

• a letter from each Rating Agency to the effect that the supplemental indenture would not result in a downgrading or withdrawal of its rating then assigned to any class of Notes.

No supplemental indenture will be permitted unless an opinion of counsel is delivered to the Indenture Trustee to the effect that the supplemental indenture will not materially adversely affect the taxation of any Note or any Noteholder, or adversely affect the tax status of the Trust.

The Trust Agreement

On             , the Seller formed the Trust pursuant to the Trust Agreement. The Trust will, concurrently with the transfer of the Receivables to the Trust pursuant to the Sale and Servicing Agreement, issue the Certificates pursuant to the Trust Agreement.

The Administration Agreement

Pursuant to the Administration Agreement, CarMax Auto, as Administrator, will provide notices and perform other obligations of the Trust under the Indenture and the Trust Agreement. The Administrator will be entitled to a monthly administrative fee as compensation for the performance of its obligations under the Administration Agreement, which fee will be paid by the Servicer.

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Material Federal Income Tax Consequences

In the opinion of McGuireWoods LLP, counsel for the Seller and federal tax counsel for the Trust, for federal income tax purposes, the Notes will be characterized as debt and the Trust will not be characterized as an association (or a publicly traded partnership) taxable as a corporation. See “Material Federal Income Tax Consequences” in the prospectus.

ERISA Considerations

The Notes may, in general, be purchased by, on behalf of or with “plan assets” of Plans. Although we cannot assure you in this regard, the Notes should be treated as “debt” and not as “equity interests” for purposes of the Plan Assets Regulation because the Notes:

• are expected to be treated as indebtedness under local law and will, in the opinion of federal tax counsel for the Trust, be treated as debt, rather than equity, for federal income tax purposes (see “Material Federal Income Tax Consequences” in the prospectus); and

• should not be deemed to have any “substantial equity features”.

See “ERISA Considerations” in the prospectus.

However, the acquisition and holding of Notes of any class by or on behalf of a Plan could be considered to give rise to a prohibited transaction under ERISA or Section 4975 of the Internal Revenue Code if the Trust, the Owner Trustee, the Indenture Trustee, a holder of 50% or more of the Certificates or any of their respective affiliates is or becomes a “party in interest” or a “disqualified person” (as defined in ERISA and the Internal Revenue Code, respectively) with respect to such Plan.

Depending on the relevant facts and circumstances, certain prohibited transaction exemptions may apply to the purchase or holding of securities—for example, PTCE 96-23, which exempts certain transactions effected on behalf of a Plan by an “in-house asset manager”; PTCE 95-60, which exempts certain transactions by insurance company general accounts; PTCE 91-38, which exempts certain transactions by bank collective investment funds; PTCE 90-1, which exempts certain transactions by insurance company pooled separate accounts; or PTCE 84-14, which exempts certain transactions effected on behalf of a Plan by a “qualified professional asset manager”. Each investor in a Note, by its acceptance of the Note or a beneficial interest therein, will be deemed to represent either that it is not a Plan, and is not investing on behalf of or with plan assets of a Plan, or that its acquisition and holding of the Note satisfy the requirements for exemptive relief under one of the foregoing exemptions.

Because the Trust, the Servicer, the Owner Trustee, the Indenture Trustee, the underwriters, any provider of credit support or any of their affiliates may receive certain benefits in connection with the sale of the Notes, the purchase of Notes using plan assets over which any of such parties has investment authority may be deemed to be a violation of the prohibited transaction rules of ERISA or Section 4975 of the Internal Revenue Code for which no exemption may be available. Accordingly, any investor considering a purchase of Notes using plan assets should consult with its counsel if the Trust, the Servicer, the Owner Trustee, the Indenture Trustee, any underwriter, any provider of credit support or any of their affiliates has investment authority with respect to such assets or is an employer maintaining or contributing to the Plan. For additional information regarding treatment of the notes under ERISA, see “ERISA Considerations” in the prospectus.

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Underwriting

Subject to the terms and conditions set forth in the underwriting agreement, the Seller has agreed to cause the Trust to sell to each of the underwriters named below, for whom                     , is acting as representative, and each of those note underwriters has severally agreed to purchase, the initial principal amounts of Notes set forth opposite its name below:

Underwriters	Principal Amount of Class A-1 Notes	Principal Amount of Class A-2 Notes	Principal Amount of Class A-3 Notes	Principal Amount of Class A-4 Notes
	$	$	$	$
Total	$	$	$	$

Underwriters	Principal Amount of Class B Notes	Principal Amount of Class C Notes
	$	$
Total	$	$

The Seller has been advised by the underwriters that they propose initially to offer the Notes to the public at the applicable prices set forth on the cover page of this prospectus supplement. After the initial public offering of the Notes, the public offering prices may change.

The underwriting discounts and commissions are set forth on the cover page of this prospectus supplement. The selling concessions that the underwriters may allow to certain dealers and the discounts that such dealers may reallow to certain other dealers, expressed as a percentage of the principal amount of each class of Notes shall be as follows:

	Selling Concessions not to exceed	Reallowance not to exceed
Class A-1 Notes	%	%
Class A-2 Notes	%	%
Class A-3 Notes	%	%
Class A-4 Notes	%	%
Class B Notes	%	%
Class C Notes	%	%

Until the distribution of the Notes is completed, rules of the SEC may limit the ability of the underwriters and certain selling group members to bid for and purchase the Notes. As an exception to these rules, the underwriters are permitted to engage in certain transactions that stabilize the prices of the Notes. Such transactions consist of bids or purchases for the purpose of pegging, fixing or maintaining the prices of the Notes.

The underwriters may make short sales in the Notes in connection with this offering (i.e., they sell more Notes than they are required to purchase in the offering). This type of short sale is commonly referred to as a “naked” short sale because the related underwriters do not have an option to purchase these additional Notes in the offering. The underwriters must close out any naked short position by purchasing Notes in the open market. A naked short position is more likely to be created if the related

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underwriters are concerned that there may be downward pressure on the price of the Notes in the open market after pricing that could adversely affect investors who purchase in the offering. Similar to other purchase transactions, the underwriters’ purchases to cover the syndicate short sales may have the effect of raising or maintaining the market price of the Notes or preventing or retarding a decline in the market price of the Notes.

The underwriters may also impose a penalty bid on certain underwriters and selling group members. This means that if the underwriters purchase Notes in the open market to reduce the underwriters’ short position or to stabilize the price of such Notes, they may reclaim the amount of the selling concession from any underwriter or selling group member who sold those Notes as part of the offering.

In general, purchases of a Note for the purpose of stabilization or to reduce a short position could cause the price of the Note to be higher than it might be in the absence of such purchases. The imposition of a penalty bid might also have an effect on the price of a Note to the extent that it were to discourage resales of the Notes.

Neither the Seller nor any of the underwriters makes any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the price of the Notes. In addition, neither the Seller nor any of the underwriters makes any representation that the underwriters will engage in such transactions or that such transactions, once commenced, will not be discontinued without notice.

The Notes are new issues of notes and there currently is no secondary market for the Notes. The underwriters for the Notes expect to make a secondary market for the related Notes, but will not be obligated to do so. We cannot assure you that a secondary market for the Notes will develop. If a secondary market for the Notes does develop, it might end at any time or it might not be sufficiently liquid to enable you to resell any of your Notes.

The Indenture Trustee may, from time to time, invest the funds in the Collection Account and the Reserve Account in investments acquired from or issued by the underwriters or their affiliates.

In the ordinary course of business, the underwriters and their affiliates have engaged and may engage in investment banking and commercial banking transactions with CarMax Auto and the Seller and their affiliates.

CarMax Auto and the Seller have jointly and severally agreed to indemnify the underwriters against certain liabilities, including civil liabilities under the Securities Act of 1933, as amended, or to contribute to payments which the underwriters may be required to make in respect thereof.

The closing of the sale of each class of Notes is conditioned on the closing of the sale of each other class of Notes.

Upon receipt of a request by an investor who has received an electronic prospectus from an underwriter or a request by such investor’s representative within the period during which there is an obligation to deliver a prospectus, the Seller or the underwriter will promptly deliver, without charge, a paper copy of this prospectus supplement and the prospectus.

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Legal Opinions

Certain legal matters relating to the Notes, including certain federal income tax matters, will be passed upon for CarMax Auto, the Servicer and the Seller by McGuireWoods LLP, Richmond, Virginia. Certain legal matters relating to the underwriters will be passed upon by Sidley Austin Brown & Wood LLP, San Francisco, California.

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Glossary of Terms

Additional defined terms used in this prospectus supplement are defined under “Glossary of Terms” in the prospectus.

“ABS” means the Absolute Prepayment Model which we use to measure prepayments on receivables and we describe under “The Receivables Pool—Weighted Average Lives of the Securities”.

“ABS Table” means the tables captioned “Percent of Initial Note Principal Amount at Various ABS Percentages”.

“Additional Servicing Fee” means, with respect to any Collection Period, the excess of the servicing fee of any successor Servicer for such Collection Period over the Servicing Fee for such Collection Period.

“Administration Agreement” means the Administration Agreement, dated as of                     ,         , among the Administrator, the Trust and the Indenture Trustee, as amended or supplemented.

“Administrator” means CarMax Auto, as administrator under the Administration Agreement, and its successors in such capacity.

“Available Collections” means, for any Distribution Date, the sum of the following amounts with respect to the related Collection Period (subject to the exclusions set forth below such amounts):

• all obligor payments received with respect to the Receivables during the Collection Period;

• all Liquidation Proceeds received with respect to the Receivables during the Collection Period;

• all Simple Interest Advances made by the Servicer;

• all interest earned on funds on deposit in the Collection Account during the Collection Period;

• the Purchase Amount of each Receivable that became a Purchased Receivable during the Collection Period; and

• all prepayments received with respect to the Receivables during the Collection Period attributable to any refunded item included in the amount financed of a Receivable, including amounts received as a result of rebates of extended warranty contract costs and insurance premiums and proceeds received under physical damage, theft, credit life and credit disability insurance policies;

provided, however, that Available Collections for any Distribution Date will exclude all payments and proceeds (including Liquidation Proceeds) received with respect to any Purchased Receivable the Purchase Amount of which has been included in Available Collections for a prior Collection Period and payments received on any Receivable to the extent that the Servicer has previously made an unreimbursed advance with respect to such Receivable and is entitled to reimbursement from such payments.

“Available Funds” means, for any Distribution Date, the sum of Available Collections and the Reserve Account Draw Amount.

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“Business Day” means a day other than a Saturday, a Sunday or a day on which banking institutions or trust companies in the State of New York, the State of Delaware, the State of                     , the State of                      and the Commonwealth of Virginia are authorized by law, regulation or executive order to be closed.

“Certificateholders” means holders of record of the Certificates.

“Certificates” means the CarMax Auto Owner Trust              certificates.

“Class A-1 Notes” means the $             aggregate principal amount of the Trust’s Class A-1     % Asset Backed Notes.

“Class A-2 Notes” means the $             aggregate principal amount of the Trust’s Class A-2     % Asset Backed Notes.

“Class A-3 Notes” means the $             aggregate principal amount of the Trust’s Class A-3     % Asset Backed Notes.

“Class A-4 Notes” means the $             aggregate principal amount of the Trust’s Class A-4     % Asset Backed Notes.

“Class B Notes” means the $             aggregate principal amount of the Trust’s Class B     % Asset Backed Notes.

“Class C Notes” means the $             aggregate principal amount of the Trust’s Class C     % Asset Backed Notes.

“Closing Date” means the date on which the Notes are initially issued, which is expected to be                     ,         .

“Collection Account” means the account established and maintained by the Servicer in the name of the Indenture Trustee pursuant to the Sale and Servicing Agreement for the benefit of the Noteholders into which the Servicer is required to deposit collections on the Receivables and other amounts.

“Collection Period” means, with respect to any Distribution Date, the calendar month preceding the calendar month in which such Distribution Date occurs, except that the first Collection Period will be the period from and including                 ,          to and including                 ,         .

“Contract Rate” means the per annum interest borne by a Receivable.

“Controlling Class” means the Class A Notes as long as any Class A Notes are outstanding, and thereafter the Class B Notes as long as any Class B Notes are outstanding, and thereafter the Class C Notes so long as any Class C Notes are outstanding.

“Cutoff Date” means the close of business on                     ,         .

“Determination Date” means the sixth day preceding each Distribution Date or, if the sixth day is not a Business Day, the following Business Day.

“Distribution Date” means the date on which the Trust will pay interest and principal on the Notes, which will be the 15^th day of each month or, if any such day is not a Business Day, the next Business Day, commencing                     ,         .

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“Event of Default” means an event of default under the Indenture, as described under “Description of the Indenture—Events of Default”.

“Event of Servicing Termination” means an event of servicing termination under the Sale and Servicing Agreement, as described under “Description of the Receivables Transfer and Servicing Agreements—Events of Servicing Termination”.

“Final Scheduled Distribution Date” means, for each class of Notes, the related date set forth in “Summary—Final Scheduled Distribution Dates” or, if any such date is not a Business Day, the next succeeding Business Day.

“Financed Vehicles” means the new or used motor vehicles financed by the Receivables.

“Indenture” means the Indenture, dated as of                     ,         , between the Trust and the Indenture Trustee, as amended or supplemented.

“Indenture Trustee” means             , a             , as indenture trustee under the Indenture, and its successors in such capacity.

“Interest Carryover Shortfall Amount” means, with respect to any Distribution Date and a class of Notes, the excess, if any, of the Interest Distributable Amount for that class of Notes on the immediately preceding Distribution Date over the amount in respect of interest that is actually deposited in the Note Payment Account with respect to that class of Notes on that preceding Distribution Date, plus, to the extent permitted by applicable law, interest on the amount of interest due but not paid to holders of that class of Notes on that preceding Distribution Date at the applicable Interest Rate.

“Interest Distributable Amount” means, with respect to any Distribution Date and a class of Notes, the sum of the Monthly Interest Distributable Amount and the Interest Carryover Shortfall Amount for that class of Notes for that Distribution Date.

“Interest Period” means:

• with respect to any Distribution Date and the Class A-1 Notes, the period from, and including, the prior Distribution Date (or from, and including, the Closing Date with respect to the first Distribution Date) to, but excluding, the current Distribution Date; and

• with respect to any Distribution Date and the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes and the Class C Notes, the period from, and including the 15th day of the month of the prior Distribution Date (or from, and including, the Closing Date with respect to the first Distribution Date) to, but excluding, the 15th day of the month of the current Distribution Date.

“Interest Rate” means, with respect to any class of Notes, the interest rate for that class set forth under “Description of the Notes—Payments of Interest”.

“Liquidation Proceeds” means all amounts received by the Servicer, from whatever source, with respect to any Defaulted Receivable, net of the sum of expenses incurred by the Servicer in connection with collection and repossession plus any payments required by law to be remitted to the obligor.

“Monthly Interest Distributable Amount” means, with respect to any Distribution Date and any class of Notes, the interest due on that class of Notes for the related Interest Period calculated based on

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the principal amount of that class of Notes on the preceding Distribution Date, after giving effect to all payments of principal to holders of that class of Notes on or prior to that Distribution Date, or, in the case of the first Distribution Date, on the original principal amount of that class of Notes.

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

“Non-United States Person” means a person other than a United States Person.

“Note Balance” means, at any time, the aggregate principal amount of all Notes Outstanding at such time.

“Note Payment Account” means the account established and maintained by the Servicer in the name of the Indenture Trustee pursuant to the Sale and Servicing Agreement for the benefit of the Noteholders.

“Noteholders” means holders of record of the Notes.

“Notes” means the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes and the Class C Notes.

“Outstanding” means, as of any Distribution Date, all Notes authenticated and delivered under the Indenture except:

• Notes canceled by the Note Registrar or delivered to the Note Registrar for cancellation;

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

• Notes in exchange for or in lieu of which other Notes have been authenticated and delivered pursuant to the Indenture unless proof satisfactory to the Indenture Trustee is presented that any such Notes are held by a protected purchaser.

“Overcollateralization Target Amount” means, with respect to any Distribution Date,     % of the Pool Balance as of the last day of the related Collection Period, but not less than $            .

“Owner Trustee” means             , a             , acting not in its individual capacity but solely as owner trustee under the Trust Agreement, and its successors in such capacity.

“Paying Agent” means the Indenture Trustee or any other person eligible under the Indenture.

“Pool Balance” means, as of any date, the aggregate Principal Balance of the Receivables as of that date.

“Principal Balance” means, with respect to any Receivable as of any date, the amount financed under such Receivable minus the sum of:

• that portion of all scheduled payments actually received on or prior to such date allocable to principal using the simple interest method (to the extent collected); plus

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• any rebates of extended warranty contract costs or physical damage, theft, credit life or credit disability insurance premiums included in the amount financed; plus

• any full or partial prepayment applied to reduce the unpaid principal balance of such Receivable;

provided, however, that the Principal Balance of a Defaulted Receivable will be zero as of the last day of the Collection Period during which it became a Defaulted Receivable and the Principal Balance of a Purchased Receivable will be zero as of the last day of the Collection Period during which it became a Purchased Receivable.

“Priority Principal Distributable Amount” means, with respect to any Distribution Date, the excess, if any, of the principal amount of the Class A Notes on that Distribution Date (before giving effect to any payments made to holders of the Notes on that Distribution Date) over the Pool Balance as of the last day of the related Collection Period; provided, however, that, on and after the Final Scheduled Distribution Date for any class of Class A Notes, the Priority Principal Distributable Amount will not be less than the amount that is necessary to reduce the outstanding amount of that class of Class A Notes to zero.

“Purchase Amount” means the price at which the Seller or the Servicer must purchase a Receivable, which price equals the Principal Balance plus interest accrued thereon at the Contract Rate specified in the Receivable to but excluding the Distribution Date on which such repurchase occurs.

“Purchased Receivable” means a Receivable repurchased from the Trust by the Seller or the Servicer because of a breach of a representation, warranty or servicing covenant under the Sale and Servicing Agreement.

“Rating Agency” means             .

“Receivables” means the motor vehicle retail installment sale contracts transferred by the Seller to the Trust.

“Receivables Purchase Agreement” means the Receivables Purchase Agreement, dated as of                     ,         , between CarMax Auto and the Seller, as amended or supplemented.

“Record Date” means, with respect to any Distribution Date, the Business Day preceding that Distribution Date or, if the related Notes are issued as definitive securities, the last Business Day of the preceding month.

“Regular Principal Distributable Amount” means, with respect to any Distribution Date, the excess, if any, of:

• the sum of the aggregate principal amount of the Notes on that Distribution Date (before giving effect to any payments made to holders of the Notes on that Distribution Date) and the Overcollateralization Target Amount over the Pool Balance as of the last day of the related Collection Period; minus

• the Priority Principal Distributable Amount, if any;

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provided, however, that, on and after the Final Scheduled Distribution Date for the Class B Notes or the Class C Notes, the Regular Principal Distributable Amount will not be less than the amount that is necessary to reduce the outstanding amount of the related class of Notes to zero.

“Required Payment Amount” means, for any Distribution Date, the aggregate amount to be applied on that Distribution Date in accordance with clauses (1) through (5) under “Application of Available Funds—Priority of Distributions”.

“Required Reserve Account Amount” means, for any Distribution Date, the lesser of $             and the aggregate principal amount of ;the Notes; provided, however, that the Required Reserve Account Amount will be zero if the Pool Balance as of the last day of the related Collection Period is zero.

“Reserve Account” means the account established and maintained by the Servicer in the name of the Indenture Trustee pursuant to the Sale and Servicing Agreement into which the Trust will deposit the Reserve Account Initial Deposit and into which the Indenture Trustee will make the other deposits and withdrawals specified in this prospectus supplement.

“Reserve Account Amount” means, for any Distribution Date, the amount on deposit in and available for withdrawal from the Reserve Account after giving effect to all deposits to and withdrawals from the Reserve Account on the preceding Distribution Date (or in the case of the first Distribution Date, the Closing Date), including investment earnings earned on amounts on deposit therein during the related Collection Period.

“Reserve Account Draw Amount” means, for any Distribution Date, the lesser of:

• the amount, if any, by which the Required Payment Amount for that Distribution Date exceeds the Available Collections for that Distribution Date; and

• the Reserve Account Amount for that Distribution Date;

provided, however, that, if on the last day of the related Collection Period the Pool Balance is zero, the Reserve Account Draw Amount for that Distribution Date will equal the Reserve Account Amount for that Distribution Date.

“Reserve Account Initial Deposit” means $            .

“Sale and Servicing Agreement” means the Sale and Servicing Agreement, dated as of                     ,         , among the Trust, the Seller and the Servicer, as amended or supplemented.

“Servicing Fee” means a fee payable to the Servicer on each Distribution Date for the related Collection Period for servicing the Receivables which is equal to the product of 1/12 of 1.00% and the Pool Balance as of the first day of that Collection Period (or as of the Cutoff Date in the case of the first Distribution Date).

“Simple Interest Advance” means, with respect to a Receivable payment of which, as of the last day of the related Collection Period, was 30 days or more past due, an amount equal to the amount of interest that would have been paid during the related Collection Period at its Contract Rate, assuming that such Receivable is paid on its due date, minus the amount of interest actually received on such Receivable during the related Collection Period.

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“Standard & Poor’s” means Standard & Poor’s Ratings Services, a Division of The McGraw-Hill Companies, Inc., and its successors.

“Statistical Calculation Date” means the close of business on                         ,         , the date used in preparing the statistical information presented in this prospectus supplement.

“Trust” means CarMax Auto Owner Trust             , and its successors.

“Trust Agreement” means the Amended and Restated Trust Agreement, dated as of                     ,         , between the Seller and the Owner Trustee, as amended or supplemented.

“Unreimbursed Servicer Advance” means a Simple Interest Advance which the Servicer determines is nonrecoverable.

S-59

ANNEX I

Global Clearance, Settlement and

Tax Documentation Procedures

The globally-offered securities to be issued from time to time will initially be available only in book-entry form. Investors in the globally-offered securities may hold those securities through any of DTC, Clearstream or Euroclear. The globally-offered securities will be tradeable as home market instruments in both the European and United States domestic markets. Initial settlement and all secondary trades will settle in same-day funds.

Secondary market trading between investors holding globally-offered securities through Clearstream and Euroclear will be conducted in accordance with their normal rules and operating procedures and in accordance with conventional eurobond practice.

Secondary market trading between investors holding globally-offered securities through DTC will be conducted in accordance with the rules and procedures applicable to United States corporate debt obligations.

Secondary cross-market trading between Clearstream or Euroclear and organizations participating in DTC that hold offered securities will be effected on a delivery-against-payment basis through the respective depositaries of Clearstream and Euroclear, in such capacity, and as DTC participants.

See “Certain Information Regarding the Securities—Book-Entry Registration” in the prospectus for further information.

A beneficial owner of globally-offered certificates holding securities through Clearstream or Euroclear (or through The Depository Trust Company if the holder has an address outside the U.S.) will be subject to the 30% U.S. withholding tax that generally applies to payments of interest (including original issue discount) on registered debt issued by U.S. Persons (or, in the case of a Non-United States Person holding the certificates through a partnership, such other rate as is applicable), unless each clearing system, bank or other financial institution that holds customers’ securities in the ordinary course of its trade or business in the chain of intermediaries between that beneficial owner and the U.S. entity required to withhold tax complies with applicable certification requirements and that beneficial owner takes steps to obtain one of the following exemptions or reduced tax rate:

Exemption For Non-United States Persons. Non-United States Persons that are beneficial owners of the notes and are individuals or entities treated as corporations for federal income tax purposes can generally obtain a complete exemption from the withholding tax by filing Form W-8BEN (Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding). A Non-United States Person not described in the foregoing sentence that beneficially owns a note may be subject to more complex rules.

Exemption For Non-United States Persons With Effectively Connected Income. Non-United States Persons, including non-United States corporations or banks with a United States branch, that are beneficial owners of the notes and for which the related interest income is effectively connected with the conduct of a trade or business in the United States can obtain a complete exemption from the withholding tax by filing Form W-8ECI (Certificate of Foreign Person’s Claim for Exemption from Withholdings on Income Effectively Connected with the Conduct of a Trade or Business in the United States).

Exemption or Reduced Rate For Non-United States Persons Resident in Treaty Countries. Non-United States Persons that that for federal income tax purposes are individuals or entities treated as

S-I-1

corporations that beneficially own the notes and reside in a country that has a tax treaty with the United States can obtain an exemption or reduced tax rate, depending on the treaty terms, by filing Form W-8BEN (Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding). A Non-United States Person not described in the foregoing sentence that beneficially owns a note may be subject to more complex rules.

Exemption For United States Persons. United States Persons that are beneficial owners of the notes and certificates can obtain a complete exemption from the withholding tax by filing Form W-9 (Payer’s Request for Taxpayer Identification Number and Certification).

United States Federal Income Tax Reporting Procedure. The beneficial owner of a globally-offered security files by submitting the appropriate form to the person through whom he holds, which person would be the clearing agency in the case of persons holding directly on the books of the clearing agency. Form W-8ECI and Form W-8BEN are effective from the date the form is signed through the end of the third succeeding calendar year. If the information on either Form W-8BEN or Form W-8ECI changes, a new Form W-8BEN or Form W-8ECI, as applicable, must be filed within 30 days of such change. Form W-8BEN and Form W-8ECI may be filed by the beneficial owner of a security or its agent.

This summary does not deal with all aspects of United States federal income tax withholding that may be relevant to foreign holders of the globally-offered securities. We suggest that you read “Material Federal Income Tax Consequences” in the prospectus for further information and consult your own tax advisors with respect to the tax consequences of holding or disposing of the globally-offered securities. The information contained in this Annex I is an integral part of the prospectus supplement to which it is attached.

S-I-2

CarMax Auto Owner Trust             

CarMax Auto Superstores, Inc.

Servicer

CarMax Auto Funding LLC

Seller

$            

                                                         $            % Class A-1 Asset Backed Notes

                                                         $            % Class A-2 Asset Backed Notes

                                                         $            % Class A-3 Asset Backed Notes

                                                         $            % Class A-4 Asset Backed Notes

                                                         $            % Class B Asset Backed Notes

                                                         $            % Class C Asset Backed Notes

PROSPECTUS SUPPLEMENT

You should rely only on the information contained or incorporated by reference in this prospectus supplement. CarMax Auto Funding LLC has not authorized anyone to provide you with additional or different information. CarMax Auto Funding LLC is not offering the notes in any state in which the offer is not permitted.

Dealers will deliver a prospectus when acting as underwriters of the notes and with respect to their unsold allotments or subscriptions. In addition, all dealers selling the notes will deliver a prospectus until             .

[Underwriters]

        _______________________

            ,         

This prospectus supplement relates to an effective registration statement under the Securities Act of 1933, but is not complete and may be changed. This prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to Completion

Preliminary Prospectus Supplement, Dated September 26, 2003

PROSPECTUS SUPPLEMENT

(To Prospectus dated                  , 2003)

$         

CarMax Auto Owner Trust         

                                         $                                   % Class A-1 Asset Backed Notes

                                         $                                   % Class A-2 Asset Backed Notes

                                         $                                   % Class A-3 Asset Backed Notes

                                         $                                   % Class A-4 Asset Backed Notes

                                         $                                   % Asset Backed Certificates       

CarMax Auto Superstores, Inc. Servicer	[LOGO OF CARMAX]
CarMax Auto Funding LLC Seller	[Insurer Logo]

	Price			Underwriting Discounts and Commissions			Net Proceeds to the Seller
Class A-1 Notes	$	(	%)	$	(	%)	$	(	%)
Class A-2 Notes	$	(	%)	$	(	%)	$	(	%)
Class A-3 Notes	$	(	%)	$	(	%)	$	(	%)
Class A-4 Notes	$	(	%)	$	(	%)	$	(	%)
Certificates	$	(	%)	$	(	%)	$	(	%)
Total	$			$			$

The price of the notes and the certificates will also include accrued interest, if any, from the date of initial issuance. Distributions on the securities will be made monthly on the 15^th day of each month or, if not a business day, on the next business day, beginning             .

The net proceeds to the Seller exclude expenses, estimated at $             .

The main sources for payment of the securities are a pool of motor vehicle retail installment sale contracts, certain payments under the contracts, monies on deposit in a reserve account and a financial guaranty insurance policy issued by [Insurer] unconditionally guaranteeing timely payment of interest and ultimate payment of principal on the securities, in each case as described herein.

Consider carefully the Risk Factors beginning on page S-13 in this prospectus supplement and on page 10 of the prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or the attached prospectus. Any representation to the contrary is a criminal offense.

[Underwriters of the Notes]
_____________
	_____________
[Underwriter of the Certificates]
The date of this Prospectus Supplement is             .

Table of Contents

	Page
Reading These Documents	S-4
Summary	S-5
Risk Factors	S-13
The Trust	S-18
Limited Purpose and Limited Assets	S-18
Capitalization of the Trust	S-18
The Receivables	S-18
Criteria Applicable to Selection of Receivables	S-19
Characteristics of the Receivables	S-20
Weighted Average Lives of the Securities	S-24
CarMax	S-30
General	S-30
CarMax Auto Finance	S-30
Delinquency, Credit Loss and Recovery Information	S-31
Delinquency and Credit Loss Trends	S-33
Use of Proceeds	S-33
Computing Your Portion of the Outstanding Principal Amount of the Securities	S-33
Description of the Notes	S-33
Note Registration	S-34
Payments of Interest	S-34
Payments of Principal	S-35
Optional Prepayment	S-36
The Indenture Trustee	S-36
Description of the Certificates	S-36
Certificate Registration	S-36
Distributions of Interest	S-37
Distributions of Principal	S-37
Subordination of Certificates	S-38
Optional Prepayment	S-38
The Owner Trustee	S-38
Application of Available Funds	S-38
Sources of Funds for Distributions	S-38
Priority of Distributions	S-39
Description of the Receivables Transfer and Servicing Agreements	S-40
Servicing the Receivables	S-40
Accounts	S-41
Servicing Compensation and Expenses	S-41
Events of Servicing Termination	S-41
Rights Upon Event of Servicing Termination	S-42
Right of Insurer to Terminate Servicer	S-43
Waiver of Past Events of Servicing Termination	S-43
Amendment of the Sale and Servicing Agreement	S-43
Optional Purchase of Receivables	S-44
Deposits to the Collection Account	S-45
Servicer Will Provide Information to Indenture Trustee	S-45
Reserve Account	S-46
Description of the Insurer	S-46
[Insurer]	S-46
[Insurer] Financial Information	S-47
Financial Strength Ratings of [Insurer]	S-48
Description of the Insurance Policy	S-48
Other Terms of the Insurance Policy	S-49
Description of the Indenture	S-50
Events of Default	S-50
Rights Upon Event of Default	S-50
Waiver of Past Defaults	S-53
Replacement of Indenture Trustee	S-53
Satisfaction and Discharge of Indenture	S-53
Modification of Indenture	S-54
Description of the Trust Agreement	S-55
Formation of Trust; Issuance of Certificates	S-56
Replacement of Owner Trustee	S-56
Duties of Owner Trustee	S-56
Compensation; Indemnification	S-56
Termination of Trust	S-57
Amendment of Trust Agreement	S-57
Description of the Administration Agreement	S-58
Material Federal Income Tax Consequences	S-58
ERISA Considerations	S-58
The Notes	S-58
The Certificates	S-59
Underwriting	S-59
Legal Opinions	S-62

S-2

	Page
Experts	S-62
Glossary of Terms	S-63
Annex I—Global Clearance, Settlement and Tax Documentation Procedures	S-I-1

S-3

Reading These Documents

We provide information on the Securities in two documents that offer varying levels of detail:

Prospectus—provides general information, some of which may not apply to the Securities.

Prospectus Supplement—provides specific information about the terms of the Securities.

We suggest you read this prospectus supplement and the prospectus in their entirety. The prospectus supplement pages begin with “S”. If the information in this prospectus supplement varies from the information in the accompanying prospectus, you should rely on the information in this prospectus supplement.

We include cross-references to sections in these documents where you can find further related discussions. Refer to the Table of Contents in this prospectus supplement and in the prospectus to locate the referenced sections.

You should rely only on information on the Securities provided in this prospectus supplement and the prospectus. We have not authorized anyone to provide you with different information.

S-4

Summary

This summary describes the main terms of the offering of the securities. This summary does not contain all of the information that may be important to you. To fully understand the terms of the offering of the securities, you will need to read both this prospectus supplement and the attached prospectus in their entirety.

Terms of the Securities

	Class A-1 Notes		Class A-2 Notes		Class A-3 Notes		Class A-4 Notes		Certificates
Initial Principal Amount	$		$		$		$		$
Interest Rate Per Annum		%		%		%		%		%
Interest Accrual Method		actual/360		30/360		30/360		30/360		30/360
Distribution Dates (monthly)		15th		15th		15th		15th		15th
First Distribution Date		,		,		,		,		,
Final Scheduled Distribution Date		,		,		,		,		,
Anticipated Ratings
(Moody’s/Standard & Poor’s)		Prime-1/A-1+		Aaa/AAA		Aaa/AAA		Aaa/AAA		Aaa/AAA

Servicer

CarMax Auto will sell the receivables and certain related property to CarMax Funding and will service the receivables on behalf of the trust. CarMax Auto’s principal executive offices are located at 4900 Cox Road, Glen Allen, Virginia 23060, and its telephone number is (804) 747-0422.

Seller

CarMax Funding will transfer the receivables and related property to the trust.

Owner Trustee

                 will act as owner trustee of the trust.

Indenture Trustee

                 will act as indenture trustee with respect to the notes.

Insurer

[Insurer] will issue a financial guaranty insurance policy for the benefit of the securityholders under which it will unconditionally and irrevocably guarantee the payment of monthly interest and monthly principal to the securityholders and the payment of the monthly servicing fee to the servicer.

The Trust

The CarMax Auto Owner Trust                      will be governed by an amended and restated trust agreement, dated as of                     ,             , between CarMax Funding and the owner trustee. The trust will issue the notes and the certificates and will apply the net proceeds from the sale of the securities to purchase from CarMax Funding a pool of receivables consisting of motor vehicle retail installment sale contracts originated by CarMax Auto or an affiliate of CarMax Auto. The trust will rely upon collections on the receivables and the funds on deposit in certain accounts to make payments on the securities. The trust will be solely liable for the payment of the securities, except that the insurer will issue a financial guaranty insurance policy that will unconditionally and irrevocably guarantee timely payment of interest and ultimate payment of principal on the securities.

The notes will be obligations of, and the certificates will represent beneficial ownership interests in, the trust. The notes and the certificates will not represent interests in or obligations of CarMax , Inc., CarMax Auto, CarMax Funding or any other person or entity other than the trust.

S-5

Investment in the Securities

There are material risks associated with an investment in the securities.

For a discussion of the risks that should be considered in deciding whether to purchase any of the securities, see “Risk Factors” in this prospectus supplement and in the prospectus.

Statistical Calculation Date

The statistical calculation date is the close of business on                 . This is the date used in preparing the statistical information presented in this prospectus supplement. As of this date, the aggregate outstanding principal balance of the receivables was $                 . The statistical information presented in this prospectus supplement does not reflect the inclusion of additional receivables in the aggregate principal amount of approximately $                 , which will have been originated by CarMax Auto or an affiliate of CarMax Auto before the cutoff date.

Cutoff Date

The cutoff date will be the close of business on                 .

Closing Date

The closing date will be on or about                 .

Distribution Dates

The 15^th day of each month (or, if the 15^th day is not a business day, the next succeeding business day). The first distribution date will be                 .

Record Dates

On each distribution date, the trust will make payments to the holders of the securities as of the related record date. The record dates for the securities will be the business day preceding each distribution date or, if the notes or the certificates have been issued in fully registered, certificated form, the last business day of the preceding month.

Minimum Denominations

The securities will be issued in minimum denominations of $1,000 and integral multiples thereof.

Interest Rates

The trust will pay interest on each class of securities at the rate specified above under “Terms of the Securities”.

Interest Accrual

Class A-1 Notes

“Actual/360”, accrued from and including the prior distribution date (or from and including the closing date, in the case of the first distribution date) to but excluding the current distribution date.

Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Certificates

“30/360”, accrued from and including the 15^th day of the prior month (or from and including the closing date, in the case of the first distribution date) to but excluding the 15^th day of the current month (assuming each month has 30 days).

This means that, if there are no outstanding shortfalls in the payment of interest, the interest due on each distribution date will be the product of:

• the outstanding principal balance of a class of notes or the certificates, as the case may be;

• the interest rate of that class of notes or the certificates, as the case may be; and

• (i) in the case of the class A-1 notes, the actual number of days in the accrual period divided by 360; and

• (ii) in the case of the other classes of notes and the certificates, 30 (or, in the case of the first distribution date,

S-6

assuming a closing date of             ,     ) divided by 360.

For a more detailed description of the payment of interest, see “Description of the Notes—Payments of Interest” and “Description of the Certificates—Distributions”.

Priority of Distributions

On each Distribution Date, from collections on the receivables received during the prior monthly collection period and amounts withdrawn from the reserve account and amounts paid by the insurer, the trust will pay the following amounts in the following order of priority:

(1) Servicing Fee—the monthly servicing fee for the preceding collection period plus any overdue monthly servicing fees for the previous collection period will be paid to the servicer.

(2) Note Interest—monthly interest due on each class of notes for that distribution date plus any overdue monthly interest payable on that class of notes for the previous distribution date plus interest on any overdue monthly interest payable on that class of notes at the interest rate applicable to that class will be paid to the holders of that class; provided, however, if the amount available to pay the amounts described in this clause (2) is insufficient, interest will be paid pro rata on all classes of the notes based on the interest payable to each class.

(3) Certificate Interest (Before Acceleration of Notes)—monthly interest due on the certificates for that distribution date plus any overdue monthly interest payable on the certificates for the previous distribution date plus interest on any overdue monthly interest payable on the certificates at the interest rate applicable to the certificates will be paid to the certificateholders; provided, however, if the notes have been accelerated after an event of default under the indenture, this distribution will instead be made under clause (5).

(4) Monthly Note Principal—an amount equal to the lesser of (a) the principal balance of the notes as of the day preceding such distribution date and (b) the amount necessary to reduce the sum of the principal balance of the notes and certificates as of the day preceding such distribution date to the aggregate outstanding principal balance of the receivables as of the last day of the related collection period will be applied to pay principal on the notes; provided, however, that the amount payable for any class of notes on the final scheduled distribution date for that class will be the amount necessary to pay that class in full; and, provided, further, if the amount available to pay the amounts described in this clause (4) is insufficient, monthly note principal will be paid pro rata on all classes of the notes based on the outstanding principal amount of each class. In general, principal on the notes will be applied in the following order of priority:

• on the class A-1 notes until they are paid in full;

• on the class A-2 notes until they are paid in full;

• on the class A-3 notes until they are paid in full; and

• on the class A-4 notes until they are paid in full.

If the notes have been accelerated after an event of default under the indenture, monthly note principal will be paid pro rata on all classes of the notes.

(5) Certificate Interest (After Acceleration of Notes)—if the notes have been accelerated after an event of default under the indenture, monthly interest due

S-7

on the certificates for that distribution date plus any overdue monthly interest payable on the certificates for the previous distribution date plus interest on any overdue monthly interest payable on the certificates at the interest rate applicable to the certificates will be paid to the certificateholders.

(6) Monthly Certificate Principal—an amount equal to the lesser of (a) the principal balance of the certificates as of the day preceding such distribution date and (b) the amount necessary to reduce the principal balance of the certificates as of the day preceding such distribution date to the aggregate outstanding principal balance of the receivables as of the last day of the related collection period will be applied to pay principal on the certificates; provided, however, that the amount payable on the final scheduled distribution date for the certificates will be the amount necessary to pay the certificate balance in full.

(7) Insurance Premium—the premium payable under the insurance agreement for that distribution date plus any overdue premiums payable under the insurance agreement for the previous distribution date will be paid to the insurer.

(8) Other Amounts Payable to the Insurer—the aggregate amount of any unreimbursed payments under the insurance policy, to the extent payable to the insurer under the insurance agreement, plus accrued interest on any unreimbursed payments under the insurance policy at the rate provided in the insurance agreement plus any other amounts payable to the insurer will be paid to the insurer.

(9) Additional Note Principal—if the notes have been accelerated after an event of default under the indenture, an amount equal to the outstanding principal balance of the notes (after giving effect to all payments of principal on such distribution date) will be paid pro rata on all classes of the notes until they have been paid in full.

(10) Additional Servicing Fee and Transition Costs—if a servicer has replaced CarMax Auto as servicer, any unpaid transition expenses due in respect of a transfer of servicing and any additional servicing fees for the related collection period will be paid to the successor servicer.

(11) Reserve Account Deposit—the amount, if any, necessary to increase the balance of the reserve account up to the required amount will be paid to the reserve account.

(12) CarMax Funding—any amounts remaining after the above distributions will be paid to CarMax Funding.

For a more detailed description of the priority of distributions and the allocation of funds on each distribution date, see “Application of Available Funds”.

Credit Enhancement

The credit enhancement for the securities generally will include the following:

Subordination of Principal and Interest on the Certificates

Payments of interest on the certificates will be subordinated to payments of interest on the notes, and no payments of principal will be made on the certificates until the notes have been paid in full. If the notes have been accelerated after an event of default under the indenture, no payments will be made on the certificates until monthly note principal has been paid to the notes; provided, however, that the indenture trustee will continue to withdraw available amounts from the reserve account and to submit claims under the insurance policy in respect of monthly interest on the certificates following an event of default under the indenture.

S-8

Reserve Account

On the closing date, CarMax Auto will establish, in the name of the indenture trustee, a reserve account into which certain excess collections on or in respect of the receivables will be deposited and from which amounts may be withdrawn to pay monthly servicing fees to the servicer, to make required payments on the securities and to make required payments to the insurer. The reserve account will be initially funded with a deposit of $              made by CarMax Funding on the closing date. On each distribution date, the indenture trustee will deposit in the reserve account, from amounts collected on or in respect of the receivables during the related collection period and not used on that distribution date to make required payments to the servicer, the securityholders or the insurer, the amount, if any, by which:

• the amount required to be on deposit in the reserve account on that distribution date exceeds

• the amount on deposit in the reserve account on that distribution date.

Amounts on deposit in the reserve account will be available to pay shortfalls in interest and certain principal payments required to be paid on the notes and may be used to reduce the principal amount of a class of notes to zero on or after its related final scheduled distribution date. On each distribution date, the indenture trustee will withdraw funds from the reserve account, up to the amount on deposit in the reserve account, to the extent needed to make the following payments:

• to the servicer, the monthly servicing fee for the related collection period plus any overdue monthly servicing fees for the previous collection periods;

• to the noteholders, monthly note interest and monthly note principal for that distribution date plus any overdue monthly interest payable on any class of notes for the previous distribution date plus interest on any overdue monthly interest payable on any class of notes at the interest rate applicable to that class;

• to the certificateholders, monthly certificate interest and monthly certificate principal for that distribution date plus any overdue monthly interest payable on the certificates for the previous distribution date plus interest on any overdue monthly interest payable on the certificates at the interest rate applicable to the certificates; and

• to the insurer, the monthly insurance premium for that distribution date plus any overdue monthly insurance premiums for the previous distribution date plus the aggregate amount of any unreimbursed payments under the insurance policy, to the extent payable to the insurer under the insurance agreement, plus accrued interest on any unreimbursed payments under the insurance policy at the rate provided in the insurance agreement plus any other amounts due payable to the insurer.

The amount required to be on deposit in the reserve account on any distribution date will equal the greater of $              and an amount equal to             % of the aggregate outstanding principal balance of the receivables as of the last day of the related collection period. The amount required to be on deposit in the reserve account on any distribution date may be increased if delinquencies or cumulative net losses on the receivables exceed levels specified in the insurance agreement.

If the amount on deposit in the reserve account on any distribution date exceeds the amount required to be on deposit in the reserve account on that distribution date, after giving effect to all required deposits to and withdrawals from the reserve account on that distribution date, the excess will be paid to CarMax Funding. Any amount paid to CarMax Funding will no longer be property of the trust.

For a more detailed description of the deposits to and withdrawals from the reserve account, see “Description of the Receivables Transfer and Servicing Agreements—Reserve Account”.

S-9

Insurance Policy

The insurer will issue a financial guaranty insurance policy for the benefit of the securityholders under which the insurer will unconditionally and irrevocably guarantee the payment of monthly interest and monthly principal to the securityholders and the payment of the monthly servicing fee to the servicer. In general, on each distribution date the insurer will pay under the insurance policy the amount, if any, by which:

• the monthly servicing fee for the preceding collection period plus any overdue monthly servicing fees for the previous collection period plus the monthly interest and monthly principal for that distribution date payable to the securityholders plus any overdue monthly interest for previous distribution dates payable to the securityholders exceeds

• the funds otherwise available to pay those amounts, including amounts available to be withdrawn from the reserve account.

All amounts paid under the insurance policy will be deposited in the collection account. The indenture trustee will continue to submit claims under the insurance policy with respect to the notes and the certificates following an event of default under the indenture.

For a more detailed description of the insurer and the insurance policy, see “Description of the Insurer” and “Description of the Insurance Policy”.

Optional Purchase

The servicer has the option to purchase the receivables on any distribution date following the last day of a collection period as of which the aggregate outstanding principal balance of the receivables is 10% or less of the aggregate outstanding principal balance of the receivables as of the cutoff date. The purchase price will equal the aggregate outstanding principal balance of the receivables plus accrued and unpaid interest thereon; provided, however, that the purchase price must equal or exceed the sum of the outstanding principal balance of the securities, accrued and unpaid interest thereon, all amounts due to the Servicer in respect of its servicing compensation and all amounts due to the insurer. The trust will apply the payment of such purchase price to the payment of the securities in full.

It is expected that at the time this purchase option becomes available to the servicer only the class A-4 notes and the certificates will be outstanding.

Final Scheduled Distribution Dates

The trust is required to pay the entire principal amount of each class of securities, to the extent not previously paid, on the respective final scheduled distribution dates specified above under “Terms of the Securities”.

Property of the Trust

The property of the trust will include the following:

• a pool of simple interest retail installment sale contracts originated by CarMax Auto or an affiliate of CarMax Auto in the ordinary course of business in connection with the sale of new and used motor vehicles;

• amounts received on or in respect of the receivables after the cutoff date;

• security interests in the vehicles financed under the receivables;

• any proceeds from claims on or refunds of premiums with respect to insurance policies relating to the financed vehicles or the related obligors;

• the receivable files;

• funds on deposit in a collection account, a note payment account, a certificate payment account and a reserve account;

• an unconditional and irrevocable insurance policy issued by the insurer guaranteeing the payment of monthly interest and monthly

S-10

principal on the securities and the payment of the monthly servicing fee to the servicer;

• all rights under the receivables purchase agreement, including the right to cause CarMax Auto to repurchase from the CarMax Funding receivables affected materially and adversely by breaches of the representations and warranties of CarMax Auto made in the receivables purchase agreement;

• all rights under the sale and servicing agreement, including the right to cause CarMax Funding or the servicer, as applicable, to purchase receivables affected materially and adversely by breaches of the representations and warranties of CarMax Funding or the servicer made in the sale and servicing agreement or by breaches of certain servicing covenants of the servicer made in the sale and servicing agreement; and

• any and all proceeds relating to the above.

Servicing and Servicer Compensation

CarMax Auto’s responsibilities as servicer will include, among other things, collection of payments, realization on the receivables and the financed vehicles, selling or otherwise disposing of delinquent or defaulted receivables and monitoring the performance of the receivables. In return for its services, the trust will be required to pay the servicer a servicing fee on each distribution date for the related collection period equal to the product of  ¹/12 of 1.00% and the aggregate outstanding principal balance of the receivables as of the first day of that collection period (or as of the cutoff date in the case of the first distribution date).

Ratings

It is a condition to the issuance of the securities that Moody’s and Standard & Poor’s respectively rate:

• the class A-1 notes “Prime-1/A-1+”;

• the class A-2 notes, class A-3 notes and class A-4 notes “Aaa/AAA”; and

• the certificates “Aaa/AAA”.

A rating is not a recommendation to purchase, hold or sell the related securities, inasmuch as a rating does not comment as to market price or suitability for a particular investor. The ratings of the securities address the likelihood of the payment of principal and interest on the securities according to their terms. A rating agency rating the securities may lower or withdraw its rating in the future, in its discretion, as to any class of securities.

Tax Status

Opinions of Counsel

In the opinion of McGuireWoods LLP, for federal income tax purposes, the notes will be characterized as debt and the trust will not be characterized as an association (or a publicly traded partnership) taxable as a corporation.

Investor Representations

Notes

If you purchase notes, you agree by your purchase that you will treat the notes as indebtedness for tax purposes.

Certificates

If you purchase certificates, you agree by your purchase that you will treat the trust as a partnership in which the certificateholders are partners for tax purposes.

Investment Restrictions

Certificates

The certificates may not be purchased by persons who are not United States persons for federal income tax purposes.

If you are considering purchasing notes or certificates, see “Material Federal Income Tax Consequences” in this prospectus supplement and in the prospectus for more details.

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ERISA Considerations

Notes

The notes are generally eligible for purchase by or with plan assets of employee benefit and other benefit plans and individual retirement accounts, subject to the considerations discussed under “ERISA Considerations” in this prospectus supplement and the prospectus. Each employee benefit or other benefit plan, and each person investing on behalf of or with plan assets of such a plan, will be deemed to make certain representations.

Certificates

The certificates may not be acquired by or with plan assets of an employee benefit or other benefit plan, by an individual retirement account or by a person investing on behalf of or with plan assets of such an arrangement. See “ERISA Considerations” in this prospectus supplement and in the prospectus.

Eligibility for Purchase by Money Market Funds

The class A-1 notes will be structured to be eligible securities for purchase by money market funds under Rule 2a-7 under the Investment Company Act of 1940, as amended. A money market fund should consult its legal advisers regarding the eligibility of the class A-1 notes under Rule 2a-7 and whether an investment in such notes satisfies the fund’s investment policies and objectives.

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Risk Factors

You should consider the following risk factors (and the factors under “Risk Factors” in the prospectus) in deciding whether to purchase any of the securities. The following risk factors and those in the prospectus describe the principal risks of an investment in the securities.

The insurance policy may not be available to assure payment of your securities The insurer will unconditionally guarantee the payment of monthly interest and monthly principal to securityholders on each distribution date if payments received on or in respect of the receivables, including amounts recovered in connection with the repossession and sale of financed vehicles that secure defaulted receivables, and the amount on deposit in the reserve account are not sufficient to make that payment. There can be no assurances, however, that the insurer will perform its obligations under the insurance policy. The insurer may not perform its obligations under the insurance policy for a variety of reasons. These reasons include, but are not limited to, the occurrence of an event of bankruptcy, insolvency, receivership or liquidation with respect to the insurer or a dispute as to the basis for a policy claim. If receivable collections and the amount on deposit in the reserve account are not sufficient on any distribution date to pay in full the monthly interest and monthly principal due on that distribution date, and if there is an insurer default under the insurance policy, you will experience payment delays with respect to your securities. If the amount of that insufficiency is not offset by excess receivable payments on subsequent distribution dates, you will experience losses with respect to your securities. See “Description of the Insurer” and “Description of the Insurance Policy” in this prospectus supplement for a further discussion of the insurer and the insurance policy.

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The amount on deposit in the reserve account may not be sufficient to assure payment of your securities

The amount on deposit in the reserve account will be used to fund the payment of monthly interest and monthly principal to securityholders on each distribution date if payments received on or in respect of the receivables, including amounts recovered in connection with the repossession and sale of financed vehicles that secure defaulted receivables, are not sufficient to make that payment. There can be no assurances, however, that the amount on deposit in the reserve account will be sufficient on any distribution date to assure payment of your securities. If the receivables experience higher losses than were projected in determining the amount required to be on deposit in the reserve account, the amount on deposit in the reserve account may be less than projected. If receivable payments and the amount on deposit in the reserve account are not sufficient on any distribution date to pay in full the monthly interest and monthly principal due on that distribution date, and if there is an insurer default under the insurance policy, you will experience payment delays with respect to your securities. If the amount of that insufficiency is not offset by excess collections on or in respect of the receivables on subsequent distribution dates, you will experience losses with respect to your securities. See “Description of the Receivables Transfer and Servicing Agreements—Reserve Account” in this prospectus supplement for a further discussion of the reserve account.

Subordination of the certificates to the notes increases the risk of the certificates not receiving full distributions of interest and principal

Distributions of interest and principal on the certificates will be subordinated in priority of payment to interest and principal due on the notes to the extent described in this prospectus supplement. The certificateholders will not receive any distributions of interest with respect to a distribution date until the full amount of monthly note interest and, if the notes have been accelerated after an event of default under the indenture, monthly note principal due on such distribution date has been paid. Furthermore, the certificateholders will not receive any distributions of principal until the notes have been paid in full.

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Prepayments on your securities may result from an event of default under the indenture	An event of default under the indenture may result in payments on the securities being accelerated. As a result, your securities may be repaid earlier than scheduled, which may require you to reinvest your principal at a lower rate of return.
	See “Description of the Notes—Payments of Principal—Events of Default” and “Description of the Indenture — Events of Default” in this prospectus supplement for a discussion of the events of default under the indenture.
The failure to make principal payments on the securities will generally not result in an event of default	The amount of principal required to be paid to securityholders prior to the final scheduled distribution date for a class of securities generally will be limited to amounts available for those purposes. Therefore, the failure to repay principal of a class of securities generally will not result in the occurrence of an event of default under the indenture or under the trust agreement, as the case may be, until the final scheduled distribution date for the class of securities. See “Description of the Notes—Payments of Principal” in this prospectus supplement for a discussion of the circumstances under which principal will be paid to noteholders.
The insurer will be entitled to exercise the voting and other rights of the securityholders under the indenture prior to an insurer default	If an insurer default shall not have occurred and be continuing under the insurance policy, the insurer, rather than the securityholders, will be entitled to exercise the voting and other rights of the securityholders under the indenture; provided, however, that the insurer will not be entitled to exercise those rights to amend the indenture in any manner that requires the consent of all noteholders affected by the amendment. The insurer will have no obligation to consider any possible adverse effects on the interests of the securityholders in exercising the rights of the securityholders under the indenture. See “Description of the Indenture—Modification of Indenture” in this prospectus supplement for a further discussion of the circumstances under which the consent of all noteholders is required for an amendment of the indenture.

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The insurer may control the declaration and consequences of an event of default under the indenture

If an event of default shall have occurred and be continuing under the indenture and an insurer default shall not have occurred and be continuing under the insurance policy, the insurer, rather than the indenture trustee or the noteholders, will control whether the notes are declared immediately due and payable and which rights or remedies under the indenture are exercised following that declaration. The remedies available under the indenture following an event of default include the sale of all or a portion of the property of the trust and the distribution of the sale proceeds to the securityholders in accordance with the indenture. In addition, if an event of default shall have occurred and be continuing under the indenture and an insurer default shall not have occurred and be continuing under the insurance policy, the insurer may elect to prepay the notes or, if the notes have been paid in full, the certificates in whole or in part. If the securities are prepaid through the distribution of sale proceeds or directly by the insurer, you may have to reinvest principal earlier than expected at a rate of interest that is less than the rate of interest on the securities. See “Description of the Indenture—Rights Upon Event of Default” in this prospectus supplement for a further discussion of default remedies under the indenture.

If you own certificates, you may suffer losses because you have limited control over actions of the trust and conflicts between the noteholders and the certificateholders may occur

If an event of default shall have occurred and be continuing under the indenture and an insurer default shall have occurred and be continuing under the insurance agreement, the indenture trustee or the noteholders, rather than the certificateholders, will control whether the notes are declared immediately due and payable and which rights or remedies under the indenture are exercised following that declaration. Furthermore, the holders of a majority of the notes, or the indenture trustee acting on behalf of the noteholders, under certain circumstances, has the right to waive events of servicing termination or to terminate the servicer without consideration of the effect such waiver or termination would have on the certificateholders. The certificateholders will not have the ability to waive events of servicing termination or to terminate the servicer until the notes have been paid in full, and the certificateholders may be adversely affected by the determinations made by the holders of a majority of the notes.

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	See “Description of the Receivables Transfer and Servicing Agreements—Events of Servicing Termination”, “—Rights Upon Event of Servicing Termination” and “—Waiver of Past Events of Servicing Termination” in this prospectus supplement for a further discussion of the rights of the noteholders with respect to events of servicing termination.
Geographic concentration may result in more risk to you	The servicer’s records indicate that receivables related to obligors with mailing addresses in the following states constituted more than 10% of the aggregate outstanding principal balance of the receivables as of the close of business on                         ,             :
		Percentage of Pool Balance
	___________	%
	___________	%
	___________	%
	___________	%
	___________	%
	Adverse economic conditions or other factors affecting these states in particular could have an especially significant effect on the delinquency, credit loss or repossession experience of the trust.

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Capitalized terms used in this prospectus supplement are defined in the Glossary of Terms beginning on page S-48 and the Glossary of Terms beginning on page 88 of the prospectus.

The Trust

Limited Purpose and Limited Assets

The Seller formed CarMax Auto Owner Trust             -    , a Delaware statutory trust. The Trust will not engage in any activity other than:

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

• issuing the Securities;

• making payments on the Securities; and

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

If the various protections provided to the Noteholders (as more fully described herein) by the subordination of the Certificates and to the Noteholders and the Certificateholders by the Reserve Account and the Insurance Policy are insufficient, the Trust would have to rely solely upon the obligors of the Receivables and the proceeds from the repossession and sale of the Financed Vehicles which secure Defaulted Receivables to make payments on the Securities. In that event, various factors, such as the Trust not having perfected security interests in the Financed Vehicles in all states, may affect the Servicer’s ability to repossess and sell the collateral securing the Receivables, and thus may reduce the proceeds which the Trust can distribute to Noteholders and Certificateholders. See “Material Legal Issues Relating to the Receivables” in the prospectus.

The Trust’s principal offices are in care of                 , at             .

Capitalization of the Trust

The following table illustrates the capitalization of the Trust as of the Closing Date, as if the issuance and sale of the Securities had taken place on such date:

Class A-1 Notes	$
Class A-2 Notes		_______
Class A-3 Notes		_______
Class A-4 Notes		_______
Certificates		_______
Capital Contribution		_______
Total	$

The Receivables

The Trust will own a pool of Receivables consisting of motor vehicle retail installment sale contracts originated by CarMax Auto or an affiliate of CarMax Auto and secured by security interests in

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the motor vehicles financed by those contracts. CarMax Auto will sell the Receivables to the Seller on the Closing Date pursuant to the Receivables Purchase Agreement. The Seller will sell the Receivables to the Trust on the Closing Date pursuant to the Sale and Servicing Agreement. The property of the Trust will include payments on the Receivables which are made after the Cutoff Date.

The information concerning the Receivables presented throughout this prospectus supplement is as of the Statistical Calculation Date. As of the Statistical Calculation Date, the Receivables had an aggregate Principal Balance of $                    . The Receivables transferred to the Trust on the Closing Date will have an aggregate Principal Balance of not less than $                     as of the Cutoff Date. The information concerning the Receivables presented throughout this prospectus supplement does not reflect the additional Receivables which will be included in the pool of Receivables transferred to the Trust on the Closing Date. In addition, some amortization of the Receivables will occur after the Statistical Calculation Date, and some receivables included as of the Statistical Calculation Date may prepay in full or may not meet the eligibility requirements as of the Cutoff Date and may not, therefore, be transferred to the Trust. As a result, the characteristics of the Receivables as of the Cutoff Date will vary from the characteristics of the Receivables as of the Statistical Calculation Date. We anticipate, however, that the variations will not be material.

Criteria Applicable to Selection of Receivables

The Receivables were or will be selected from CarMax Auto’s portfolio for inclusion in the pool by several criteria, some of which are set forth in the prospectus under “The Receivables”. The information presented throughout this prospectus supplement pertains to Receivables that satisfied, as of the Statistical Calculation Date, the criteria for transfer to the Trust. Each receivable transferred to the Trust on the Closing Date will satisfy these criteria as of the Cutoff Date. These criteria include the requirement that each Receivable:

• is secured by a new or used motor vehicle;

• had an original Principal Balance of not more than $              and a remaining Principal Balance of not less than $             ;

• had an original term to maturity of not more than      months and not less than      months and a remaining term to maturity of not more than      months and not less than      months;

• is a simple interest contract;

• has a Contract Rate of at least         % and not more than         %;

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

• relates to an obligor who has made at least one payment;

• was not delinquent by more than      days;

• is not secured by a Financed Vehicle that has been repossessed;

• does not relate to an obligor who was the subject of a bankruptcy proceeding;

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• is evidenced by only one original document; and

• was not selected using selection procedures believed by CarMax Auto to be adverse to the Noteholders or the Certificateholders.

Characteristics of the Receivables

The following tables set forth information with respect to the Receivables as of the Statistical Calculation Date. While the characteristics of the Receivables transferred to the Trust on the Closing Date will differ somewhat from the information set forth in these tables, we anticipate that the variations will not be material.

Composition of the Receivables

as of the Statistical Calculation Date

	Number of Receivables	Pool Balance as of the Statistical Calculation Date	Original Principal Balance	Weighted Average Contract Rate
New Motor Vehicles		$	$	%
Used Motor Vehicles
Total		$	$	%

	Weighted Average Remaining Term (in months)	Weighted Average Original Term (in months)	Percentage of Pool Balance as of the Statistical Calculation Date
New Motor Vehicles			%
Used Motor Vehicles
Total			100.00	%

As used in the composition table, the weighted average remaining term and the weighted average original term are calculated based on the scheduled maturities of the Receivables and assuming no prepayments of the Receivables.

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Distribution of the Receivables by Remaining Term to Maturity

as of the Statistical Calculation Date

Remaining Term Range	Number of Receivables	Percentage of Total Number of Receivables(1)		Pool Balance as of the Statistical Calculation Date	Percentage of Pool Balance as of the Statistical Calculation Date(1)
months to      months		%		$	%
months to      months
months to      months
months to      months
months to      months
months to      months
Total		100.00	%	$	100.00	%

(1) Percentages may not add to 100% due to rounding.

Distribution of the Receivables by Obligor Mailing Address

as of the Statistical Calculation Date

Obligor Mailing Address	Number of Receivables	Percentage of Total Number of Receivables(1)		Pool Balance as of the Statistical Calculation Date	Percentage of Pool Balance as of the Statistical Calculation Date(1)
		%		$	%
Other
Total		100.00	%	$	100.00	%

(1) Percentages may not add to 100% due to rounding.

Each state included in the “other” category in the distribution by obligor mailing address table accounted for less than             % of the total number of Receivables and less than             % of the Pool Balance as of the Statistical Calculation Date.

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Distribution of the Receivables by Financed Vehicle Model Year

as of the Statistical Calculation Date

Model Year	Number of Receivables	Percentage of Total Number of Receivables(1)		Pool Balance as of the Statistical Calculation Date	Percentage of Pool Balance as of the Statistical Calculation Date(1)
or earlier		%		$	%
Total		100.00	%	$	100.00	%

(1) Percentages may not add to 100% due to rounding.

Distribution of the Receivables by Contract Rate

as of the Statistical Calculation Date

Contract Rate Range	Number of Receivables	Percentage of Total Number of Receivables(1)		Pool Balance as of the Statistical Calculation Date	Percentage of Pool Balance as of the Statistical Calculation Date(1)
% to      %		%		$	%
% to      %
% to      %
% to      %
% to      %
% to      %
% to      %
% to      %
% to      %
% to      %
% to      %
% to      %
% to      %
% to      %
% to      %
Total		100.00	%	$	100.00	%

(1) Percentages may not add to 100.00% due to rounding.

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Distribution of the Receivables by Original Principal Balance

as of the Statistical Calculation Date

Original Principal Balance	Number of Receivables	Percentage of Total Number of Receivables(1)		Pool Balance as of the Statistical Calculation Date	Percentage of Pool Balance as of the Statistical Calculation Date(1)
$      to		%		$	%
$      to
$      to
$      to
$      to
$      to
$      to
$      to
$      to
$      to
Total		100.00	%	$	100.00	%

(1) Percentages may not add to 100.00% due to rounding.

The average original Principal Balance of the Receivables was $             as of the Statistical Calculation Date.

Distribution of the Receivables by Remaining Principal Balance

as of the Statistical Calculation Date

Remaining Principal Balance	Number of Receivables	Percentage of Total Number of Receivables(1)		Pool Balance as of the Statistical Calculation Date	Percentage of Pool Balance as of the Statistical Calculation Date(1)
$      to		%		$	%
$      to
$      to
$      to
$      to
$      to
$      to
$      to
$      to
$      to
Total		100.00	%	$	100.00	%

(1) Percentages may not add to 100.00% due to rounding.

The average remaining Principal Balance of the Receivables was $             as of the Statistical Calculation Date.

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Distribution of the Receivables by Original Term to Maturity

as of the Statistical Calculation Date

Original Term Range	Number of Receivables	Percentage of Total Number of Receivables(1)		Pool Balance as of the Statistical Calculation Date	Percentage of Pool Balance as of the Statistical Calculation Date(1)
months to      months		%		$	%
months to      months
months to      months
months to      months
months to      months
months to      months
Total		100.00	%	$	100.00	%

(1) Percentages may not add to 100.00% due to rounding.

Weighted Average Lives of the Securities

The following information is given solely to illustrate the effect of prepayments of the Receivables on the weighted average lives of the Securities under the stated assumptions and is not a prediction of the prepayment rate that might actually be experienced by the Receivables.

Prepayments on motor vehicle receivables can be measured relative to a prepayment standard or model. The model used in this prospectus supplement, the Absolute Prepayment Model or “ABS”, represents an assumed rate of prepayment each month relative to the original number of receivables in a pool of receivables. ABS further assumes that all of the receivables are the same size and amortize at the same rate and that each receivable in each month of its life will either be paid as scheduled or be prepaid in full. For example, in a pool of receivables originally containing 10,000 receivables, a 1% ABS rate means that 100 receivables prepay each month. ABS does not purport to be an historical description of prepayment experience or a prediction of the anticipated rate of prepayment of any pool of assets, including the Receivables.

The rate of payment of principal of each class of Notes and the Certificates will depend on the rate of payment (including prepayments) of the Principal Balance of the Receivables. For this reason, final distributions in respect of the Notes or the Certificates could occur significantly earlier than their respective Final Scheduled Distribution Dates. The Noteholders and the Certificateholders will exclusively bear any reinvestment risk associated with early payment of their Notes and Certificates.

The ABS Tables captioned “Percent of Initial Note Principal Amount at Various ABS Percentages” and “Percent of Initial Certificate Balance at Various ABS Percentages” have been prepared on the basis of the following assumed characteristics of the Receivables:

• the Receivables prepay in full at the specified constant percentage of ABS monthly;

• each scheduled monthly payment on the Receivables is made on the last day of each month and each month has 30 days, beginning in                              ;

• payments on the Securities are made on each Distribution Date (and each Distribution Date is assumed to be the fifteenth day of the applicable month);

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• the initial principal amount of each Class of Securities is as set forth on the cover of this prospectus supplement;

• the Closing Date occurs on                     ,         ;

• no defaults or delinquencies occur in the payment of any of the Receivables;

• no Receivables are repurchased due to a breach of any representation or warranty or for any other reason;

• no Event of Default has occurred;

• the balance in the Reserve Account on each Distribution Date is equal to the Required Reserve Account Amount; and

• the Servicer exercises its option to purchase the Receivables on the earliest Distribution Date on which it is permitted to do so, as described in this prospectus supplement.

The ABS Tables indicate the projected weighted average life of each class of Notes and the Certificates and set forth the percent of the initial principal amount of each class of Notes and the percent of the initial Certificate Balance of the Certificates that is projected to be outstanding after each of the Distribution Dates shown at various constant ABS percentages.

The ABS Tables also assume that the Receivables have been aggregated into hypothetical pools with all of the Receivables within each such pool having the following characteristics and that the level scheduled monthly payment for each of the pools (which is based on the aggregate Principal Balance of the Receivables in each pool, Contract Rate and remaining term to maturity) will be such that each pool will be fully amortized by the end of its remaining term to maturity.

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Pool	Aggregate Principal Balance	Weighted Average Note Rate	Weighted Average Original Term to Maturity (in months)	Weighted Average Remaining Term to Maturity (in months)
1	$	%
2	$	%
3	$	%
4	$	%
5	$	%
6	$	%
7	$	%
8	$	%
9	$	%
10	$	%
11	$	%
12	$	%
13	$	%
14	$	%
15	$	%
16	$	%

The actual characteristics and performance of the Receivables will differ from the assumptions used in constructing the ABS Tables. The assumptions used are hypothetical and have been provided only to give a general sense of how the principal cash flows might behave under varying prepayment scenarios. For example, it is very unlikely that the Receivables will prepay at a constant level of ABS until maturity or that all of the Receivables will prepay at the same level of ABS. Moreover, the diverse terms of Receivables within each of the hypothetical pools could produce slower or faster principal distributions than indicated in the ABS Tables at the various constant percentages of ABS specified, even if the weighted average note rates, weighted average original terms to maturity and weighted average remaining terms to maturity of the Receivables are as assumed. Any difference between such assumptions and the actual characteristics and performance of the Receivables, or actual prepayment experience, will affect the percentages of initial amounts outstanding over time and the weighted average life of each class of Notes and the Certificates.

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Percent of Initial Note Principal Amount at Various ABS Percentages

	Class A-1 Notes										Class A-2 Notes
Distribution Date	0.50%		1.00%		1.50%		1.75%		2.00%		0.50%		1.00%		1.50%		1.75%		2.00%
Closing Date	100	%	100	%	100	%	100	%	100	%	100	%	100	%	100	%	100	%	100	%
	%		%		%		%		%		%		%		%		%		%
	%		%		%		%		%		%		%		%		%		%
	%		%		%		%		%		%		%		%		%		%
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	%		%		%		%		%		%		%		%		%		%
	%		%		%		%		%		%		%		%		%		%
	%		%		%		%		%		%		%		%		%		%
Weighted Average Life (In Years)

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Percent of Initial Note Principal Amount at Various ABS Percentages

	Class A-3 Notes										Class A-4 Notes
Distribution Date	0.50%		1.00%		1.50%		1.75%		2.00%		0.50%		1.00%		1.50%		1.75%		2.00%
Closing Date	100	%	100	%	100	%	100	%	100	%	100	%	100	%	100	%	100	%	100	%
	%		%		%		%		%		%		%		%		%		%
	%		%		%		%		%		%		%		%		%		%
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	%		%		%		%		%		%		%		%		%		%
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	%		%		%		%		%		%		%		%		%		%
	%		%		%		%		%		%		%		%		%		%
	%		%		%		%		%		%		%		%		%		%
	%		%		%		%		%		%		%		%		%		%
	%		%		%		%		%		%		%		%		%		%
	%		%		%		%		%		%		%		%		%		%
	%		%		%		%		%		%		%		%		%		%
	%		%		%		%		%		%		%		%		%		%
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	%		%		%		%		%		%		%		%		%		%
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	%		%		%		%		%		%		%		%		%		%
	%		%		%		%		%		%		%		%		%		%
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	%		%		%		%		%		%		%		%		%		%
	%		%		%		%		%		%		%		%		%		%
	%		%		%		%		%		%		%		%		%		%
	%		%		%		%		%		%		%		%		%		%
	%		%		%		%		%		%		%		%		%		%
	%		%		%		%		%		%		%		%		%		%
	%		%		%		%		%		%		%		%		%		%
	%		%		%		%		%		%		%		%		%		%
	%		%		%		%		%		%		%		%		%		%
	%		%		%		%		%		%		%		%		%		%
	%		%		%		%		%		%		%		%		%		%
	%		%		%		%		%		%		%		%		%		%
	%		%		%		%		%		%		%		%		%		%
	%		%		%		%		%		%		%		%		%		%
	%		%		%		%		%		%		%		%		%		%
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	%		%		%		%		%		%		%		%		%		%
	%		%		%		%		%		%		%		%		%		%
	%		%		%		%		%		%		%		%		%		%
	%		%		%		%		%		%		%		%		%		%
Weighted Average Life (In Years)

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Percent of Initial Certificate Balance at Various ABS Percentages

	Certificates
Distribution Date	0.50%		1.00%		1.50%		1.75%		2.00%
Closing Date	100	%	100	%	100	%	100	%	100	%
	%		%		%		%		%
	%		%		%		%		%
	%		%		%		%		%
	%		%		%		%		%
	%		%		%		%		%
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	%		%		%		%		%
	%		%		%		%		%
Weighted Average Life (In Years)

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The foregoing ABS Tables have been prepared based on the assumptions described above (including the assumptions regarding the characteristics and performance of the Receivables which will differ from the actual characteristics and performance thereof) and should be read in conjunction therewith. The weighted average life of a Security is determined by multiplying the amount of each principal payment on the Security by the number of years from the date of the issuance of the Security to the related Distribution Date, adding the results and dividing the sum by the related initial principal amount of the Security.

CarMax

General

CarMax is a leading retailer of used and new motor vehicles in the United States and operated      stores in      states as of             . CarMax purchases and sells used motor vehicles at each of its stores and sells new motor vehicles at              of its stores under franchise agreements with various manufacturers. See “CarMax” in the prospectus for more information.

As of             , CarMax operated stores in the following markets:

Market	Number of Stores
Chicago, Illinois
Washington D.C./Baltimore, Maryland
Atlanta, Georgia
Dallas, Texas
Houston, Texas
Los Angeles, California
South Florida
Tampa, Florida
Charlotte, North Carolina
Sacramento, California
Orlando, Florida
Kansas City, Kansas
Las Vegas, Nevada
Greensboro, North Carolina
Raleigh, North Carolina
Greenville, South Carolina
Knoxville, Tennessee
Nashville, Tennessee
San Antonio, Texas
Richmond, Virginia

CarMax is not a party to any legal proceeding that could reasonably be expected to have a material impact on the Trust or the interests of the Securityholders.

CarMax Auto Finance

CarMax offers on-site financing to its customers through CarMax Auto Finance (formerly known as First North American Credit), the financing unit of CarMax Auto, and through third parties. For the fiscal years ended February 28, 2001, 2002 and 2003, CarMax originated installment sale contracts (excluding contracts cancelled within three business days after origination) aggregating approximately $785 million, $941 million and $1,189 million, respectively. The outstanding principal balance of all motor vehicle retail installment sale contracts originated by CarMax and financed through CarMax Auto

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Finance was $             as of             . Of the approximately $             billion of receivables in CarMax Auto’s servicing portfolio as of             , including receivables that previously were sold but still are being serviced by CarMax Auto, approximately             % represented receivables originated in connection with the sale of used motor vehicles and approximately             % represented receivables originated in connection with the sale of new motor vehicles.

Delinquency, Credit Loss and Recovery Information

Set forth below is certain information concerning the experience of CarMax Auto pertaining to its motor vehicle receivable portfolio, including those receivables previously sold which CarMax Auto continues to service. There can be no assurance that the delinquency, repossession and net loss experience on the Receivables will be comparable to that set forth below.

Delinquency Experience

	_______ Months Ended _______,
	Number of Receivables	Amount		Number of Receivables	Amount
Total Receivable Portfolio		$			$
Delinquencies as a Percentage of Total Receivable Portfolio(1)
31-60 Days	%		%	%		%
61-90 Days	%		%	%		%
91 Days or More	%		%	%		%
Total Delinquencies as a Percentage of Total Receivable Portfolio	%		%	%		%
Total Delinquencies		$			$

	Year Ended December 31,
	2002					2001					2000
	Number of Receivables		Amount			Number of Receivables		Amount			Number of Receivables		Amount
Total Receivable Portfolio	172,890		$	1,825,999,102		146,035		$	1,475,088,924		116,451		$	1,185,612,703
Delinquencies as a Percentage of Total Receivable Portfolio
31-60 Days	1.31	%		1.13	%	1.43	%		1.34	%	1.56	%		1.47	%
61-90 Days	0.33	%		0.27	%	0.31	%		0.27	%	0.35	%		0.30	%
91 Days or More	0.21	%		0.18	%	0.16	%		0.14	%	0.19	%		0.16	%
Total Delinquencies as a Percentage of Total Receivable Portfolio	1.85	%		1.59	%	1.91	%		1.75	%	2.09	%		1.93	%
Total Delinquencies	3,193		$	28,989,649		2,782		$	25,843,322		2,435		$	22,838,630

	Year Ended December 31,
	1999					1998
	Number of Receivables		Amount			Number of Receivables		Amount
Total Receivable Portfolio	83,624		$	860,556,480		52,129		$	528,585,348
Delinquencies as a Percentage of Total Receivable Portfolio
31-60 Days	1.10	%		0.98	%	0.97	%		0.76	%
61-90 Days	0.22	%		0.16	%	0.23	%		0.17	%
91 Days or More	0.17	%		0.12	%	0.11	%		0.06	%
Total Delinquencies as a Percentage of Total Receivable Portfolio	1.49	%		1.26	%	1.31	%		0.99	%

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	Year Ended December 31,
	1999			1998
	Number of Receivables	Amount		Number of Receivables	Amount
Total Delinquencies	1,245	$	10,844,433	685	$	5,243,832

The amounts included in the delinquency experience table represent principal amounts only. Total Delinquencies as a Percentage of Total Receivables Portfolio includes unsold repossessed vehicles and accounts in bankruptcy which are less than 120 days past due. The delinquency periods included in the delinquency experience table are calculated based on the number of days a payment is contractually past due. All receivables are written off not later than the last business day of the month during which they become 120 days delinquent.

Credit Loss Experience

	Months Ended
Total Number of Receivables Outstanding at Period End
Average Number of Receivables Outstanding During the Period
Outstanding Principal Amount at Period End	$		$
Average Outstanding Principal Amount During the Period	$		$
Gross Principal Charge-Offs	$		$
Recoveries	$		$
Net Losses	$		$
Net Losses as a Percentage of the Average Outstanding Principal Amount(1)		%		%

(1) The percentages for the              months ended              and              are annualized and are not necessarily indicative of a full year’s actual results.

	Year Ended December 31,
	2002			2001			2000
Total Number of Receivables Outstanding at Period End		172,890			146,035			116,451
Average Number of Receivables Outstanding During the Period		159,463			131,243			100,038
Outstanding Principal Amount at Period End	$	1,825,999,102		$	1,475,088,924		$	1,185,612,703
Average Outstanding Principal Amount During the Period	$	1,630,674,113		$	1,338,578,746		$	1,028,618,645
Gross Principal Charge-Offs	$	21,282,978		$	15,569,462		$	8,748,280
Recoveries	$	4,461,276		$	3,494,574		$	2,213,115
Net Losses	$	16,821,702		$	12,074,888		$	6,535,165
Net Losses as a Percentage of the Average Outstanding Principal Amount		1.03	%		0.90	%		0.64	%

	Year Ended December 31,
	1999			1998
Total Number of Receivables Outstanding at Period End		83,624			52,129
Average Number of Receivables Outstanding During the Period		67,877			39,201
Outstanding Principal Amount at Period End	$	860,556,480		$	528,585,348
Average Outstanding Principal Amount During the Period	$	706,769,054		$	392,753,294
Gross Principal Charge-Offs	$	4,838,933		$	2,726,477
Recoveries	$	1,584,941		$	808,926
Net Losses	$	3,253,992		$	1,917,551
Net Losses as a Percentage of the Average Outstanding Principal Amount		0.46	%		0.49	%

The average outstanding principal amount during any period equals the average of the monthly average outstanding principal amount of the retail installment sale contracts during that period. The gross charge-offs for any period equal the total principal amount due on all retail installment sale contracts determined to be uncollectible during that period minus the total amount recovered during that period from the repossession and sale of financed vehicles. The recoveries for any period equal the total amount recovered during that period on retail installment sale contracts previously charged off.

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The data presented in the foregoing tables are for illustrative purposes only. Delinquency and credit loss experience may be influenced by a variety of economic, social and other factors. We cannot assure you that the delinquency and credit loss information of CarMax Auto, or that of the Trust with respect to the Receivables, in the future will be similar to that set forth above.

Delinquency and Credit Loss Trends

CarMax Auto believes that the relative stability of the delinquency and credit loss performance of its portfolio over the past             years and              months is attributable to a number of factors, including the following:

• consistent credit underwriting, provided by empirically derived credit scoring models which help CarMax Auto Finance quantify credit risk and implement risk adjusted pricing;

• consistent collateral quality, achieved through selective vehicle acquisition and a thorough reconditioning process to meet CarMax’s mechanical, electrical and safety standards; and

• innovative collection strategies, including the use of behavioral models to manage the collection processes and periodic default risk reviews through risk score updates on outstanding loans.

CarMax Auto’s expectations with respect to delinquency and credit loss trends constitute forward-looking statements and are subject to important economic, social, legal and other factors that could cause actual results to differ materially from those projected. These factors include, but are not limited to, inflation rates, unemployment rates, changes in consumer debt levels, changes in the market for used vehicles and the enactment of new laws that further regulate the motor vehicle lending industry.

Use of Proceeds

CarMax Auto will sell the Receivables and certain related property to the Seller, which in turn will transfer the Receivables and related property to the Trust. CarMax Auto or its affiliates may use all or a portion of the net proceeds of such sale to pay their respective debts, including warehouse debt secured by the Receivables prior to the transfer of the Receivables to the Seller, and for general purposes. Any warehouse debt may be owed to one or more of the underwriters or their affiliates or entities for which their affiliates act as administrator and/or provide liquidity lines, so a portion of the proceeds that is used to pay warehouse debt may be paid to the underwriters or their respective affiliates.

Computing Your Portion of the Outstanding

Principal Amount of the Securities

The Servicer will provide to you in a monthly report a factor which you can use to compute your portion of the outstanding principal amount of the Securities. See “Pool Factors and Trading Information” in the prospectus.

Description of the Notes

The Trust will issue the Notes under the Indenture. We will file a copy of the Indenture with the SEC after the Trust issues the Securities. We summarize below the material terms of the Notes. This summary is not a complete description of all the provisions of the Notes. This summary supplements the description of the general terms and provisions of the notes of any trust and the related indenture set forth under “Certain Information Regarding the Securities” and “Description of the Indenture” in the

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prospectus and the description of the Indenture set forth under “Description of the Indenture” in this prospectus supplement. We refer you to those sections.

Note Registration

The Notes will be available for purchase in denominations of $1,000 and integral multiples of $1,000 thereafter. The Notes will initially be issued only in book-entry form. See “Certain Information Regarding the Securities—Book-Entry Registration” in the prospectus for a further discussion of the book-entry registration system.

Payments of Interest

Interest on the principal amounts of the Notes will accrue at the respective per annum interest rates for the various classes of Notes and will be payable on each Distribution Date to the Noteholders of record as of the related Record Date.

The Notes will bear interest at the following Interest Rates:

• in the case of the Class A-1 Notes,         % per annum;

• in the case of the Class A-2 Notes,         % per annum;

• in the case of the Class A-3 Notes,         % per annum; and

• in the case of the Class A-4 Notes,         % per annum.

Calculation of Interest. Interest will accrue and will be calculated on the Notes as follows:

• Actual/360. Interest on the Class A-1 Notes will accrue from and including the prior Distribution Date (or, in the case of the first Distribution Date, from and including the Closing Date) to but excluding the current Distribution Date. The interest payable on the Class A-1 Notes on each Distribution Date will equal the product of:

• the principal amount of the Class A-1 Notes as of the preceding Distribution Date, after giving effect to all principal payments made with respect to the Class A-1 Notes on that preceding Distribution Date;

• the Interest Rate applicable to the Class A-1 Notes; and

• the actual number of days elapsed during the period from and including the preceding Distribution Date (or, in the case of the first Distribution Date, from and including the Closing Date) to but excluding the current Distribution Date divided by 360.

• 30/360. Interest on the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes will accrue from and including the 15^th day of the prior calendar month (or, in the case of the first Distribution Date, from and including the Closing Date) to but excluding the 15^th day of the current month (assuming each month has 30 days). The interest payable on the Class A-2 Notes, the Class A-3 Notes or the Class A-4 Notes, as applicable, on each Distribution Date will equal the product of:

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• the principal amount of that class of Notes as of the preceding Distribution Date, after giving effect to all principal payments made with respect to that class of Notes on that preceding Distribution Date;

• the Interest Rate applicable to that class of Notes; and

• 30 (or in the case of the first Distribution Date, assuming a Closing Date of                     ,         ,     ) divided by 360.

Unpaid Interest Accrues. Interest accrued as of any Distribution Date but not paid on such Distribution Date will be due on the next Distribution Date, together with interest on such amount at the Interest Rate applicable to that class (to the extent lawful).

Priority of Interest Payments. The Trust will pay interest on the Notes (without priority among the classes of Notes) on each Distribution Date with Available Funds in accordance with the priority set forth under “Application of Available Funds—Priority of Distributions” in this prospectus supplement.

The Trust Will Pay Interest Pro Rata to Noteholders if it Does Not Have Enough Funds Available to Pay All Interest Due on the Notes. The amount available for interest payments on the Notes could be less than the amount of interest payable on the Notes on any Distribution Date. In that event, the holders of each class of Notes will receive their ratable share of the aggregate amount available to be distributed in respect of interest on the Notes. The ratable share of the amount available to pay interest for each such class will be based on the amount of interest due on such class relative to the total amount of interest due to the Noteholders.

Payments of Principal

Priority and Amount of Principal Payments. The Trust will generally make principal payments to the Noteholders on each Distribution Date in the amount and in the priority set forth under “Application of Available Funds” in this prospectus supplement.

Events of Default. An Event of Default will occur if the outstanding principal amount of any Note has not been paid in full on its Final Scheduled Distribution Date. The Notes may be accelerated upon an Event of Default. If the Notes are accelerated, the priority in which the Trust makes distributions to Securityholders will change as described under “Application of Available Funds—Priority of Distributions” in this prospectus supplement.

Notes Might Not Be Repaid on their Final Scheduled Distribution Dates. The principal balance of any class of Notes, to the extent not previously paid, will be due on the Final Scheduled Distribution Date relating to that class listed below. The actual date on which the aggregate outstanding principal amount of any class of Notes is paid may be earlier or, if an Insurer Default occurs, later than the Final Scheduled Distribution Date for that class based on a variety of factors, including those described under “Maturity and Prepayment Considerations” in the prospectus.

Final Scheduled Distribution Dates. The Final Scheduled Distribution Dates for the Notes are as follows:

•                      for the Class A-1 Notes;

•                      for the Class A-2 Notes;

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•                      for the Class A-3 Notes; and

•                      for the Class A-4 Notes.

The date on which each class of Notes is paid in full is expected to be earlier than the Final Scheduled Distribution Date for that class of Notes and could be significantly earlier depending upon the rate at which the Principal Balances of the Receivables are paid. See “The Receivables Pool—Weighted Average Lives of the Securities” in this prospectus supplement and “Maturity and Prepayment Considerations” in the prospectus for a further discussion of Receivable prepayments.

Optional Prepayment

The Notes will be redeemed in full on any Distribution Date on which the Servicer exercises its option to purchase all remaining Receivables from the Trust. The redemption price payable to the holders of each class of Notes in connection with the exercise of this option will equal the principal balance of that class as of the purchase date plus accrued but unpaid interest on that principal balance at the Interest Rate applicable to that class. See “Description of the Receivables Transfer and Servicing Agreements—Termination” in the prospectus and “Description of the Receivables Transfer and Servicing Agreements—Optional Purchase of Receivables” in this prospectus supplement for a further discussion of the circumstances under which the Servicer may exercise this option.

The Indenture Trustee

                     will act as Indenture Trustee under the Indenture. The Indenture Trustee is a                     . The principal corporate trust office of the Indenture Trustee is located at                     . The Indenture Trustee will have various rights and duties with respect to the Notes. See “Description of the Indenture” in this prospectus supplement and “Description of the Indenture” in the prospectus for a further discussion of the rights and duties of the Indenture Trustee. CarMax Auto, the Seller and their respective affiliates may maintain normal commercial banking relations with the Indenture Trustee and its affiliates.

Description of the Certificates

The Trust will issue the Certificates under the Trust Agreement. We will file a copy of the Trust Agreement with the SEC after the Trust issues the Securities. We summarize below the material terms of the Certificates. This summary is not a complete description of all the provisions of the Certificates. This summary supplements the description of the general terms and provisions of the certificates of any given trust and the related trust agreement set forth under “Certain Information Regarding the Securities” and “Description of the Receivables Transfer and Servicing Agreements” in the prospectus and the description of the Trust Agreement set forth under “Description of the Trust Agreement” in this prospectus supplement. We refer you to those sections.

Certificate Registration

The Certificates will be available for purchase in denominations of $1,000 and integral multiples of $1,000 thereafter. The Certificates will initially be issued only in book-entry form. See “Certain Information Regarding the Securities—Book-Entry Registration” in the prospectus for a further discussion of the book-entry registration system.

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Distributions of Interest

Interest on the Certificate Balance of the Certificates will accrue during the related accrual period at the Certificate Rate and will be payable on each Distribution Date to Certificateholders of record as of the related Record Date; provided, however, that distributions of interest on the Certificates will be subordinated as described under “—Subordination of Certificates”. The Certificates will bear interest at         % per annum.

Interest will accrue—:

• in the case of the first Distribution Date, from and including the Closing Date to but excluding                     ,         ; or

• otherwise, from and including the 15^th day of the prior calendar month to but excluding the 15^th day of the current month (assuming each month has 30 days).

Interest is Calculated 30/360. The interest payable on the Certificates on each Distribution Date will equal the product of:

• the Certificate Balance as of the preceding Distribution Date after giving effect to all principal payments made with respect to the Certificates on that preceding Distribution Date;

• the Certificate Rate; and

• 30 (or in the case of the first Distribution Date, assuming a Closing Date of                     ,         ,     ) divided by 360.

Unpaid Interest Accrues. Interest accrued as of any Distribution Date but not distributed on such Distribution Date will be due on the next Distribution Date, together with interest on such amount at the Certificate Rate (to the extent lawful).

Priority of Interest Payments. The Trust will distribute interest on the Certificates on each Distribution Date with Available Funds in accordance with the priority set forth under “Application of Available Funds” in this prospectus supplement.

Distributions of Principal

Amount of Principal Distributions. The Trust will generally make principal distributions to the Certificateholders on each Distribution Date on or after which the Notes are paid in full in the amount set forth under “Application of Available Funds” in this prospectus supplement.

Certificate Final Scheduled Distribution Date. The Certificate Final Scheduled Distribution Date is                     ,         . The date on which the Certificates are paid in full is expected to be earlier than the Certificate Final Scheduled Distribution Date, and could be significantly earlier depending upon the rate at which the Principal Balances of the Receivables are paid. See “The Receivables Weighted Average Lives of the Securities” in this prospectus supplement and “Maturity and Prepayment Considerations” in the prospectus for a further discussion of Receivable prepayments.

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Subordination of Certificates

The Certificateholders will not be entitled to receive Monthly Certificate Interest on any Distribution Date until the Noteholders have been paid Monthly Note Interest for that Distribution Date. If the Notes have been declared immediately due and payable following an Event of Default, the Certificateholders will not be entitled to receive Monthly Certificate Interest on any Distribution Date until the Noteholders have been paid Monthly Note Principal for that Distribution Date. The Certificateholders will not be entitled to receive Monthly Certificate Principal on any Distribution Date until the Noteholders have been paid Monthly Note Principal for that Distribution Date. This subordination is effected by the priority of distributions set forth under “Application of Available Funds” in this prospectus supplement.

Optional Prepayment

The Certificates will be prepaid in full on any Distribution Date on which the Servicer exercises its option to purchase all remaining Receivables from the Trust. The prepayment price payable to the Certificateholders in connection with the exercise of this option will equal the Certificate Balance as of the purchase date plus accrued but unpaid interest on that Certificate Balance at the Certificate Rate. See “Description of the Receivables Transfer and Servicing Agreements—Termination” in the prospectus and “Description of the Receivables Transfer and Servicing Agreements—Optional Purchase of Receivables” in this prospectus supplement for a further discussion of the circumstances under which the Servicer may exercise this option.

The Owner Trustee

                     will act as Owner Trustee under the Trust Agreement. The Owner Trustee is a                     . The principal corporate trust office of the Owner Trustee is located at                     ,                     ,         , Attention:                     . The Owner Trustee will have various rights and duties with respect to the Certificates. See “Description of the Trust Agreement” in this prospectus supplement and “Description of the Receivables Transfer and Servicing Agreements” in the prospectus for a further discussion of the rights and duties of the Owner Trustee. CarMax Auto, the Seller and their respective affiliates may maintain normal commercial banking relations with the Owner Trustee and its affiliates.

Application of Available Funds

Sources of Funds for Distributions

The funds available to the Trust to make payments on the Securities on each Distribution Date will come from the following sources:

• collections received on the Receivables during the related Collection Period;

• net recoveries received during the related Collection Period on Receivables that were charged off as losses in prior months;

• investment earnings on funds on deposit in the Collection Account in respect of the related Collection Period;

• proceeds of repurchases of Receivables by the Seller or purchases of Receivables by the Servicer because of certain breaches of representations or covenants;

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• funds, if any, withdrawn from the Reserve Account for that Distribution Date;

• the Policy Claim Amount; and

• if an Event of Default shall have occurred and be continuing and an Insurer Default shall not have occurred and be continuing, amounts the Insurer has deposited into the Collection Account on or before that Distribution Date as a result of the Insurer, at its option, electing to prepay all or any portion of the principal amount of the Notes and paying accrued but unpaid interest on the amount of the Notes so prepaid or, if the Notes have been paid in full, the amount of the Certificates so prepaid.

The calculation of the funds available to make payments on the Securities is set forth in the definition of Available Funds under “Glossary of Terms”. We refer you to that definition.

Priority of Distributions

On each Distribution Date, the Trust will apply the Available Funds for that Distribution Date in the following amounts and order of priority:

(1) Servicing Fee—the Servicing Fee for the related Collection Period plus any overdue Servicing Fees for the previous Collection Period will be paid to the Servicer;

(2) Note Interest—Monthly Note Interest for that Distribution Date plus any overdue Monthly Note Interest for the previous Distribution Date plus interest on any overdue Monthly Note Interest payable to any class of Notes at the Interest Rate applicable to that class will be paid to the Noteholders; provided, however, if the amount available to pay the amounts described in this clause (2) is insufficient, interest will be paid pro rata on all classes of the Notes based on the interest payable to each class;

(3) Certificate Interest (Before Acceleration of Notes)—Monthly Certificate Interest for that Distribution Date plus any overdue Monthly Certificate Interest for the previous Distribution Date plus interest on any overdue Monthly Certificate Interest payable on the Certificates at the Certificate Rate will be paid to the Certificateholders; provided, however, if the Notes have been accelerated after an Event of Default, amounts in this clause (3) will instead be paid under clause (5) below;

(4) Monthly Note Principal—the Monthly Note Principal for that Distribution Date will be applied to pay principal on the Notes in the following order of priority:

• on the Class A-1 Notes until they are paid in full;

• on the Class A-2 Notes until they are paid in full;

• on the Class A-3 Notes until they are paid in full; and

• on the Class A-4 Notes until they are paid in full;

provided, however, if the amount available to pay the amounts described in this clause (4) is insufficient or if the Notes have been accelerated after an Event of Default, Monthly Note Principal will be paid pro rata on all classes of the Notes based on the outstanding principal amount of each class;

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(5) Certificate Interest (After Acceleration of Notes)—if the Notes have been accelerated after an Event of Default, Monthly Certificate Interest for that Distribution Date plus any overdue Monthly Certificate Interest for the previous Distribution Date plus interest on any overdue Monthly Certificate Interest payable on the Certificates at the Certificate Rate will be paid to the Certificateholders;

(6) Monthly Certificate Principal—the Monthly Certificate Principal for that Distribution Date will be applied to pay principal on the Certificates;

(7) Insurance Premium—the premium payable under the Insurance Agreement for that Distribution Date plus any overdue premiums payable under the Insurance Agreement for the previous Distribution Date will be paid to the Insurer;

(8) Other Amounts Payable to the Insurer—the aggregate amount of any unreimbursed payments under the Insurance Policy, to the extent payable to the Insurer under the Insurance Agreement, plus accrued interest on any unreimbursed payments under the Insurance Policy at the rate provided in the Insurance Agreement plus any other amounts payable to the Insurer will be paid to the Insurer;

(9) Additional Note Principal—if the Notes have been accelerated after an Event of Default, an amount equal to the Note Balance minus the Monthly Note Principal will be paid pro rata on all classes of the Notes after giving effect to all payments of principal on such Distribution Date until they have been paid in full;

(10) Additional Servicing Fee and Transition Costs—any unpaid transition expenses due in respect of a transfer of servicing and any Additional Servicing Fees for the related Collection Period will be paid to the successor servicer;

(11) Reserve Account Deposit—the amount, if any, necessary to increase the balance of the Reserve Account up to the Required Reserve Account Amount will be paid to the Reserve Account; and

(12) Seller—any amounts remaining after the above distributions will be paid to the Seller.

Description of the Receivables Transfer

and Servicing Agreements

We summarize below some of the important terms of the Sale and Servicing Agreement. We will file a copy of the Sale and Servicing Agreement with the SEC after the Trust issues the Securities. This summary is not a complete description of all of the provisions of the Sale and Servicing Agreement. We refer you to that document. This summary supplements the description of the Sale and Servicing Agreement set forth under “Description of the Receivables Transfer and Servicing Agreements” in the prospectus.

Servicing the Receivables

The Servicer may, in its sole discretion but consistent with its normal practices and procedures, extend the payment schedule applicable to any Receivable for credit-related reasons; provided, however, that if the extension of a payment schedule causes a Receivable to remain outstanding after the Collection Period preceding the Certificate Final Scheduled Distribution Date, the Servicer will agree under the Sale and Servicing Agreement to purchase that Receivable for an amount equal to the Purchase Amount as of

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the last day of the Collection Period which includes the 30^th day after the date of discovery by or notice to the Servicer of such extension. The purchase obligation of the Servicer under the Sale and Servicing Agreement will constitute the sole remedy available to the Noteholders, the Indenture Trustee, the Certificateholders or the Owner Trustee for any extension of a payment schedule that causes a Receivable to remain outstanding after the Collection Period preceding the Certificate Final Scheduled Distribution Date.

The Servicer will not make any Simple Interest Advances as described under “Description of the Receivables Transfer and Servicing Agreements—Simple Interest Advances” in the prospectus.

Accounts

In addition to the accounts referred to under “Description of the Receivables Transfer and Servicing Agreements—Accounts” in the prospectus, the Servicer will establish:

• the Note Payment Account for the benefit of the Noteholders;

• Certificate Payment Account for the benefit of the Certificateholders; and

• the Reserve Account for the benefit of the Securityholders, the Servicer and the Insurer.

Servicing Compensation and Expenses

The Servicer will be entitled to receive the Servicing Fee on each Distribution Date. The Servicing Fee, together with any portion of the Servicing Fee that remains unpaid from the prior Distribution Date, will be payable on each Distribution Date. The Servicing Fee will be paid only to the extent of the funds deposited into the Collection Account with respect to the Collection Period relating to such Distribution Date, plus funds, if any, deposited into the Collection Account from the Reserve Account and under the Insurance Policy. See “Description of the Receivables Transfer and Servicing Agreements—Servicing Compensation and Expenses” in the prospectus.

Events of Servicing Termination

The provisions set forth below supersede the provisions set forth in “Description of the Receivables Transfer and Servicing Agreements—Events of Servicing Termination” in the prospectus.

The following events will constitute Events of Servicing Termination under the Sale and Servicing Agreement:

• the Servicer shall fail to make any required payment or deposit under the Sale and Servicing Agreement and that failure shall continue unremedied beyond the earlier of five Business Days following the date that payment or deposit was due or, in the case of a payment or deposit to be made no later than a Distribution Date or the Business Day preceding a Distribution Date, that Distribution Date or preceding Business Day, as applicable;

• the Servicer shall fail to deliver to the Owner Trustee, the Indenture Trustee or the Insurer the monthly report relating to the payment of amounts due to Securityholders and that failure shall continue unremedied beyond the earlier of three Business Days following the date that report was due and the Business Day preceding the related Distribution Date;

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• the Servicer shall fail to observe or perform in any material respect any other covenant or agreement in the Sale and Servicing Agreement that materially and adversely affects the rights of the Seller, the Securityholders or the Insurer and that failure shall continue unremedied for 60 days after written notice of that failure shall have been given to the Servicer by the Seller, the Owner Trustee, the Indenture Trustee or the Insurer or to the CarMax Auto, the Seller, the Servicer, the Owner Trustee and the Indenture Trustee by the holders of Notes evidencing not less than 25% of the Note Balance or, if the Notes have been paid in full, by the holders of Certificates evidencing not less than 25% of the Certificate Balance;

• any representation or warranty of the Servicer made in the Sale and Servicing Agreement or in any certificate delivered pursuant thereto or in connection therewith, other than any representation or warranty relating to a Receivable that has been purchased by the Servicer, shall prove to have been incorrect in any material respect as of the time when made and that breach shall continue unremedied for 30 days after written notice of that breach shall have been given to the Servicer by the Seller, the Owner Trustee, the Indenture Trustee or the Insurer or to CarMax Auto, the Seller, the Servicer, the Owner Trustee and the Indenture Trustee by the holders of Notes evidencing not less than 25% of the Note Balance or, if the Notes have been paid in full, by the holders of Certificates evidencing not less than 25% of the Certificate Balance;

• the occurrence of certain events of bankruptcy, insolvency, receivership or liquidation of the Servicer or its property as specified in the Sale and Servicing Agreement; and

• the Servicer shall cease to be eligible to continue as Servicer under the Sale and Servicing Agreement.

Rights Upon Event of Servicing Termination

The provisions set forth below supersede the provisions set forth in “Description of the Receivables Transfer and Servicing Agreements—Rights Upon Event of Servicing Termination” in the prospectus.

If an Event of Servicing Termination shall have occurred and be continuing and an Insurer Default shall not have occurred and be continuing, the Insurer may terminate all of the rights and obligations of the Servicer under the Sale and Servicing Agreement. If an Event of Servicing Termination shall have occurred and be continuing and an Insurer Default shall have occurred and be continuing, the holders of Notes evidencing not less than 51% of the Note Balance or, if the Notes have been paid in full, the holders of Certificates evidencing not less than 51% of the Certificate Balance, may terminate all of the rights and obligations of the Servicer under the Sale and Servicing Agreement. If the rights and obligations of the Servicer under the Sale and Servicing Agreement have been terminated, the Indenture Trustee, or a successor Servicer appointed by the Insurer or, with the consent of the Insurer, by the Indenture Trustee, will succeed to all of the responsibilities, duties and liabilities of the Servicer under the Sale and Servicing Agreement and will be entitled to similar compensation arrangements. If, however, a bankruptcy trustee or similar official has been appointed for the Servicer, and no Event of Servicing Termination other than that appointment has occurred and is continuing, that trustee or similar official may have the power to prevent a transfer of servicing. If the Indenture Trustee is unwilling or unable to act as successor Servicer, it may, with the consent of the Insurer, unless an Insurer Default shall have occurred and be continuing, appoint, or petition a court of competent jurisdiction to appoint, a successor Servicer with a net worth of not less than $50,000,000 and whose regular business includes the servicing of motor vehicle retail installment sale contracts. The Indenture Trustee may arrange for

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compensation to be paid to the successor Servicer, which in no event may be greater than the servicing compensation paid to the Servicer under the Sale and Servicing Agreement, except with the prior written consent of the Insurer. The predecessor Servicer will be obligated to pay the costs and expenses associated with the transfer of servicing to the successor Servicer. Such amounts, if not paid by the predecessor Servicer, will be paid out of collections on the Receivables.

Right of Insurer to Terminate Servicer

The Insurance Agreement sets forth additional termination events applicable to the Servicer, including a material failure of performance by the Servicer under the Sale and Servicing Agreement and an increase in the delinquencies or cumulative net losses on the Receivables above specified levels. If any such termination event shall have occurred and be continuing under the Insurance Agreement and an Insurer Default shall not have occurred and be continuing, the Insurer may terminate all of the rights and obligations of the Servicer under the Sale and Servicing Agreement.

Waiver of Past Events of Servicing Termination

The provisions set forth below supersede the provisions set forth in “Description of the Receivables Transfer and Servicing Agreements—Waiver of Past Events of Servicing Termination” in the prospectus.

The holders of Notes evidencing not less than 51% of the Note Balance may, on behalf of all Securityholders, or, if the Notes have been paid in full, the holders of Certificates evidencing not less than 51% of the Certificate Balance may, on behalf of all Certificateholders, waive any Event of Servicing Termination and its consequences, except a default in making any required deposits to or payments from the Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve Account in accordance with the Sale and Servicing Agreement; provided, however, that no default by the Servicer in the performance of its obligations under the Sale and Servicing Agreement may be waived without the consent of the Insurer if the waiver would reasonably be expected to have a material adverse effect upon the rights of the Insurer. No waiver of a default by the Servicer in the performance of its obligations under the Sale and Servicing Agreement will impair the rights of the Noteholders, the Certificateholders or the Insurer with respect to any subsequent or other Event of Servicing Termination.

If an Insurer Default shall not have occurred and be continuing, the Insurer may, on behalf of all Securityholders, waive any default by the Servicer in the performance of its obligations under the Sale and Servicing Agreement and all consequences of that default.

Amendment of the Sale and Servicing Agreement

The provisions set forth below supersede the provisions set forth in “Description of the Receivables Transfer and Servicing Agreements—Amendment” in the prospectus.

The Sale and Servicing Agreement may be amended from time to time by the Seller, the Servicer and the Owner Trustee, on behalf of the Trust, with the consent of the Indenture Trustee but without the consent of the Securityholders, to cure any ambiguity, to correct or supplement any provision in the Sale and Servicing Agreement that may be inconsistent with any other provisions in the Sale and Servicing Agreement or in the prospectus or this prospectus supplement or to add, change or eliminate any other provisions with respect to matters or questions arising under the Sale and Servicing Agreement that are not inconsistent with the provisions of the Sale and Servicing Agreement; provided, however, that no such amendment to the Sale and Servicing Agreement may materially adversely affect the interests of any

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Securityholder. An amendment will be deemed not to materially adversely affect the interests of any Securityholder if the person requesting the amendment obtains and delivers to the Indenture Trustee:

• an opinion of counsel to that effect; or

• a letter from each Rating Agency to the effect that the amendment would not result in a downgrading or withdrawal of its rating then assigned to any class of Notes or the Certificates.

The Sale and Servicing Agreement may also be amended from time to time by the Seller, the Servicer and the Owner Trustee, on behalf of the Trust, with the consent of the Indenture Trustee and the consent of the holders of Notes evidencing not less than 51% of the Note Balance or, if the Notes have been paid in full, the holders of Certificates evidencing not less than 51% of the Certificate Balance, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Sale and Servicing Agreement or of modifying in any manner the rights of the Securityholders; provided, however, that no such amendment may:

• increase or reduce in any manner the amount of, or accelerate or delay the timing of, or change the allocation or priority of, collections of payments on or in respect of the Receivables or distributions that are required to be made for the benefit of the Securityholders, or change the Interest Rate applicable to any class of Notes, the Certificate Rate or the Required Reserve Account Amount, without the consent of all Securityholders adversely affected by the amendment;

• reduce the percentage of the Note Balance or the Certificate Balance the consent of the holders of which is required for any amendment to the Sale and Servicing Agreement without the consent of all Securityholders adversely affected by the amendment; or

• adversely affect the rating assigned by any Rating Agency to any class of Notes or the Certificates without the consent of the holders of Notes evidencing not less than 66 ²/3% of the aggregate principal balance of that class or the holders of Certificates evidencing not less than 66 ²/3% of the Certificate Balance, as applicable.

No amendment to the Sale and Servicing Agreement will be permitted unless an opinion of counsel is delivered to the Indenture Trustee to the effect that the amendment will not adversely affect the tax status of the Trust. No amendment to the Sale and Servicing Agreement will be permitted without the consent of the Insurer if the amendment would reasonably be expected to materially adversely affect the interests of the Insurer.

Optional Purchase of Receivables

In order to avoid excessive administrative expense, the Servicer will be permitted, at its option, to purchase all remaining Receivables from the Trust on any Distribution Date if the Pool Balance as of the close of business on the last day of the related Collection Period was 10% or less of the initial Pool Balance. The price to be paid by the Servicer in connection with the exercise of this option will equal the Purchase Amount of all Receivables; provided, however, that the purchase price paid by the Servicer for the remaining Receivables, together with amounts on deposit in the Reserve Account and the Collection Account, must equal or exceed the Note Balance and the Certificate Balance as of the purchase date, in each case, plus accrued but unpaid interest as of the purchase date, plus all amounts due to the Servicer in respect of its servicing compensation, plus all amounts due to the Insurer. The Servicer will notify the Owner Trustee, the Indenture Trustee and the Seller of the Servicer’s intent to exercise this right no later

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than 30 days prior to the related Distribution Date. The exercise of this right will effect the early retirement of the Securities. See “Description of the Receivables Transfer and Servicing Agreements—Termination” in the prospectus for a further discussion of the circumstances under which the Servicer may exercise this option.

Deposits to the Collection Account

The paragraph set forth below supersedes the first paragraph set forth in “Description of the Receivables Transfer and Servicing Agreements—Collections” in the prospectus.

The Servicer will deposit all amounts received on or in respect of the Receivables into the Collection Account within two Business Days after such receipt; provided, however, that the Servicer will not be required to deposit such amounts into the Collection Account until the Business Day preceding the Distribution Date following the Collection Period during which such amounts were received at any time that and for so long as:

• CarMax Auto is the Servicer;

• no Event of Servicing Termination shall have occurred and be continuing; and

• each other condition to making deposits less frequently than daily as may be specified by the Rating Agencies or the Insurer is satisfied.

As of the Closing Date, the Servicer will be required to deposit all amounts received on or in respect of the Receivables into the Collection Account within two Business Days after such receipt.

On or before each Distribution Date, the Servicer will notify the Indenture Trustee to withdraw the Reserve Account Draw Amount from the Reserve Account and to deposit this amount into the Collection Account. Amounts paid by the Insurer in respect of claims under the Insurance Policy will be deposited into the Collection Account.

If an Event of Default shall have occurred and be continuing and an Insurer Default shall not have occurred and be continuing, amounts paid by the Insurer on or before any Distribution Date as a result of the Insurer, at its option, electing to prepay all or any portion of the principal amount of the Notes and paying accrued but unpaid interest on the amount of the Notes so prepaid or, if the Notes have been paid in full, the amount of the Certificates so prepaid will be deposited into the Collection Account.

Servicer Will Provide Information to Indenture Trustee

On or before each Determination Date, the Servicer will provide the Indenture Trustee with the information specified in the Sale and Servicing Agreement with respect to the related Distribution Date or the related Collection Period, including:

• the aggregate amount of collections on the Receivables;

• the aggregate amount of Defaulted Receivables;

• the aggregate Purchase Amount of Receivables to be repurchased by the Seller or to be purchased by the Servicer;

• the Reserve Account Draw Amount, if any;

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• the Reserve Account Amount;

• the Insurance Payment Amount, if any;

• the aggregate amount to be distributed as principal and interest on the Securities; and

• the Servicing Fee.

Reserve Account

The Servicer will establish and maintain with the Indenture Trustee the Reserve Account into which certain excess collections on the Receivables will be deposited and from which amounts may be withdrawn to pay the monthly Servicing Fees to the Servicer, to make required payments on the Securities and to make required payments to the Insurer.

The Seller will deposit the Reserve Account Initial Deposit in the Reserve Account on the Closing Date. On each Distribution Date, the Indenture Trustee will deposit in the Reserve Account, from amounts collected on or in respect of the Receivables during the preceding month and not used on that Distribution Date to make required payments to the Servicer, the Securityholders or the Insurer, the amount, if any, by which the Required Reserve Account Amount for that Distribution Date exceeds the amount on deposit in the Reserve Account on that Distribution Date, after giving effect to all required withdrawals from the Reserve Account on that Distribution Date. The amounts on deposit in the Reserve Account will be invested by the Servicer in eligible investments acceptable to each Rating Agency. The Reserve Account must be maintained as an Eligible Deposit Account.

On each Determination Date, the Servicer will determine the Reserve Account Draw Amount, if any, for the following Distribution Date. If the Reserve Account Draw Amount for any Distribution Date is greater than zero, the Indenture Trustee will withdraw that amount, up to the amount on deposit in the Reserve Account, from the Reserve Account and transfer the amount withdrawn to the Collection Account. If the amount required to be withdrawn from the Reserve Account to cover shortfalls in funds on deposit in the Collection Account exceeds the amount on deposit in the Reserve Account, a temporary shortfall in the amounts distributed to the Securityholders could result. In addition, depletion of the Reserve Account ultimately could result in losses on your Securities.

If the amount on deposit in the Reserve Account on any Distribution Date exceeds the Required Reserve Account Amount for that Distribution Date, after giving effect to all required deposits to and withdrawals from the Reserve Account on that Distribution Date, that excess will be paid to the Seller. Any amount paid to the Seller will no longer be the property of the Trust. On or after the termination of the Trust, the Seller will be entitled to receive any amounts remaining in the Reserve Account after all required payments to the Servicer and the Insurer have been made, after all required payments to the Securityholders have been made and after the Insurance Policy has been terminated and returned to the Insurer for cancellation.

Description of the Insurer

[Insurer]

[To Come]

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[Insurer] Financial Information

The following documents filed by the [Insurer] with the SEC are incorporated herein by reference:

(1) The [Insurer’s] Annual Report on Form 10-K for the year ended         ; and

(2) The [Insurer’s] Quarterly Report on Form 10-Q for the quarters ended         .

Any documents filed by the [Insurer] pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus supplement and prior to the termination of the offering of the Securities offered hereby shall be deemed to be incorporated by reference in this prospectus supplement and to be a part hereof. Any statement contained in a document incorporated or deemed to be incorporated by reference herein, or contained in this prospectus supplement, shall be deemed to be modified or superseded for purposes of this prospectus supplement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus supplement.

The consolidated financial statements of [Insurer] as of          and          and for each of the three years in the period ended         , prepared in accordance with generally accepted accounting principles, included in its Annual Report on Form 10-K and the consolidated financial statements of [Insurer] and its subsidiaries as of          and for the          month period ended          included in its the Quarterly Report on Form 10-Q the period ended         , are hereby incorporated by reference into this prospectus supplement and shall be deemed to be a part hereof. All financial statements of [Insurer] and its subsidiaries included in documents filed by it pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, subsequent to the date of this prospectus supplement and prior to the termination of the offering of the Securities shall be deemed to be incorporated by reference into this prospectus supplement and to be a part hereof from the respective dates of filing such documents.

[Insurer] files annual, quarterly and special reports, information statements and other information with the SEC under File No.         . Copies of the SEC filings (including (1) [Insurer’s] Annual Report on Form 10-K for the year ended          and (2) [Insurer’s] Quarterly Report on Form 10-Q for the quarter ended          are available (i) over the Internet at the SEC ‘s web site at http://www.sec.gov; (ii) at the SEC’s public reference room in Washington D.C.; (iii) over the Internet at [Insurer’s] web site at http://www.[Insurer].com; and (iv) at no cost, upon request to [Insurer],         . The telephone number of [Insurer] is         .

The tables below present selected financial information of [Insurer] determined in accordance with statutory accounting practices prescribed or permitted by insurance regulatory authorities as well as generally accepted accounting principles.

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	Statutory Accounting Practices
	(Audited)	(Unaudited)
	(in millions)
Admitted Assets	$	$
Liabilities	$	$
Capital and Surplus	$	$

	Generally Accepted Accounting Principles
	(Audited)	(Unaudited)
	(in millions)
Assets	$	$
Liabilities	$	$
Shareholder’s Equity	$	$

Financial Strength Ratings of [Insurer]

[Moody’s rates the financial strength of [Insurer] “Aaa”. Standard & Poor’s rates the financial strength of [Insurer] “AAA”. Fitch Ratings rates the financial strength of [Insurer] “AAA”.]

Each rating of [Insurer] should be evaluated independently. The ratings reflect the respective rating agency’s current assessment of the creditworthiness of [Insurer] and its ability to pay claims on its policies of insurance. Any further explanation as to the significance of the above ratings may be obtained only from the applicable rating agency.

The above ratings are not recommendations to buy, sell or hold the Securities, and the ratings may be subject to revision or withdrawal at any time by the rating agencies. Any downward revision or withdrawal of any of the above ratings may have an adverse effect on the market price of the Securities. [Insurer] does not guarantee the market price of the Securities, nor does it guarantee that the ratings on the Securities will not be revised or withdrawn.

Description of the Insurance Policy

On the Closing Date, the Insurer will issue the Insurance Policy under which the Insurer will unconditionally and irrevocably guarantee the payment of the Servicing Fee, Monthly Note Interest, Monthly Note Principal, Monthly Certificate Interest and Monthly Certificate Principal for each Distribution Date. In addition, the Insurance Policy will cover any amount paid or required to be paid by the Trust to the Securityholders, which amount is guaranteed by the Insurance Policy and is sought to be recovered as a voidable preference by a trustee in a bankruptcy of CarMax Auto, the Servicer, the Seller or the Trust under the Bankruptcy Code in accordance with a final non-appealable order of a court having competent jurisdiction upon receipt by the Insurer of the documents described in the Insurance Policy. The Insurer will pay any amount payable under the Insurance Policy no later than 12:00 noon, Eastern Time, on the later of the related Distribution Date and the second Business Day following receipt by the Insurer of a notice from the Indenture Trustee specifying the Policy Claim Amount for that Distribution Date. In making a claim under the Insurance Policy, the Indenture Trustee will act on behalf of the Securityholders and will comply with all the terms and conditions of the Insurance Policy. All amounts paid under the Insurance Policy will be deposited by the Indenture Trustee in the Collection Account. The Insurance Policy will be issued under the Insurance Agreement.

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The Insurer will be entitled to receive on each Distribution Date, from the Available Funds for that Distribution Date plus any amounts withdrawn from the Reserve Account on that Distribution Date, the premium payable under the Insurance Agreement for that Distribution Date, the aggregate amount of any unreimbursed payments under the Insurance Policy and various other amounts, in each case as described under “Application of Available Funds—Priority of Distributions” in this prospectus supplement. The Insurer will not be entitled to reimbursement of any amounts paid under the Insurance Policy from the Securityholders. The Insurer will have no obligations to the Securityholders, the Indenture Trustee or the Owner Trustee other than its obligations under the Insurance Policy.

The Insurer’s obligations under the Insurance Policy will be discharged to the extent funds to pay such obligations are deposited into the Collection Account, the Note Payment Account or the Certificate Payment Account by the Servicer or the Indenture Trustee, as applicable, in accordance with the Sale and Servicing Agreement or disbursed by the Insurer as provided in the Insurance Policy, whether or not such funds are properly applied by the Owner Trustee or by the Indenture Trustee.

The Insurance Policy does not cover shortfalls, if any, attributable to the liability of the Trust or the Indenture Trustee for withholding taxes, if any (including interest and penalties in respect of such liability).

There will be no acceleration payment due under the Insurance Policy unless such acceleration is at the sole option of the Insurer.

Other Terms of the Insurance Policy

If payment of any amount guaranteed under the Insurance Policy is avoided as a preference pursuant to any applicable bankruptcy, insolvency, receivership or similar law in a proceeding by or against CarMax Auto, the Servicer, the Seller or the Trust, the Insurer will cause such payment to be made upon receipt by the Insurer from the Indenture Trustee, the Noteholders or the Certificateholders of:

• a certified copy of a final, nonappealable order of the court which exercised jurisdiction to the effect that the Indenture Trustee or the Securityholders are required to return any such payment paid during the term of the Insurance Policy because such payment was avoided as a preference payment under applicable law;

• an assignment irrevocably assigning to the Insurer all rights and claims of the Indenture Trustee or the Securityholders relating to or arising under such avoided payment; and

• a notice for payment appropriately completed and executed by the Indenture Trustee, the Noteholders or the Certificateholders.

Such payment will be disbursed to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in such order and not to the Indenture Trustee or any Securityholder directly (unless such Securityholder has returned principal and interest paid on the Securities to such receiver, conservator, debtor-in-possession or trustee in bankruptcy, in which case such payment will be disbursed to such Securityholder).

Notwithstanding the foregoing, in no event will the Insurer be obligated to make any payment in respect of any avoided payment, which payment represents a payment of interest on or principal of the Securities, prior to the time the Insurer would have otherwise been required to make a payment in respect of such interest or principal.

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Description of the Indenture

We summarize below some of the important terms of the Indenture. We will file a copy of the Indenture with the SEC after the Trust issues the Securities. This summary is not a complete description of all of the provisions of the Indenture. We refer you to that document. This summary supplements the description of the Indenture set forth under “Description of the Indenture” in the prospectus.

Events of Default

The provisions set forth below supersede the provisions set forth in “Description of the Indenture—Events of Default” in the prospectus.

The following events will constitute “Events of Default” under the Indenture:

• a default in the payment of interest on any Note for five or more Business Days;

• a default in the payment of principal of any Note on the related Final Scheduled Distribution Date;

• a default in the observance or performance of any other material covenant or agreement of the Trust made in the Indenture and such default not having been cured for a period of 60 days after written notice thereof has been given to the Trust by the Seller, the Indenture Trustee or the Insurer or to the Trust, the Seller, the Indenture Trustee and the Insurer by the holders of Notes evidencing not less than 25% of the Note Balance;

• any representation or warranty made by the Trust in the Indenture or in any certificate delivered pursuant thereto or in connection therewith having been incorrect in any material respect as of the time made and such incorrectness not having been cured for a period of 30 days after written notice thereof has been given to the Trust by the Seller, the Indenture Trustee or the Insurer or to the Trust, the Seller, the Indenture Trustee and the Insurer by the holders of Notes evidencing not less than 25% of the Note Balance;

• certain events of bankruptcy, insolvency, receivership or liquidation of the Trust or its property as specified in the Indenture; and

• the submission of a claim under the Insurance Policy;

provided, however, that, unless an Insurer Default shall have occurred and be continuing, none of the Seller, the Indenture Trustee or the Noteholders may declare an Event of Default. If an Insurer Default shall not have occurred and be continuing, an Event of Default will occur only upon delivery by the Insurer to the Seller and the Indenture Trustee of notice that an Event of Default has occurred.

Rights Upon Event of Default

The provisions set forth below supersede the provisions set forth in “Description of the Indenture—Rights Upon Event of Default” in the prospectus.

If an Event of Default shall have occurred and be continuing, and an Insurer Default shall not have occurred and be continuing, the Insurer may declare the Notes immediately due and payable and cause the Indenture Trustee to sell the property of the Trust in whole or in part and to distribute the proceeds of that sale in accordance with the Indenture. The Insurer may not, however, cause the

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Indenture Trustee to sell the property of the Trust in whole or in part following an Event of Default if the proceeds of that sale would not be sufficient to pay in full the principal amount of and accrued but unpaid interest on the Notes unless the Event of Default arose from a claim being made under the Insurance Policy or from an event of bankruptcy, insolvency, receivership or liquidation with respect to the Trust. If an Event of Default shall have occurred and be continuing and an Insurer Default shall not have occurred and be continuing, the Insurer, at its option, may elect to prepay all or any portion of the principal amount of and accrued but unpaid interest on the Notes and, if the Notes have been paid in full, the Certificates. The Indenture Trustee will continue to submit claims under the Insurance Policy with respect to the Securities following an Event of Default.

If an Event of Default shall have occurred and be continuing, and an Insurer Default shall have occurred and be continuing, the Indenture Trustee or the holders of Notes evidencing not less than 66 ²/3% of the Note Balance may declare the Notes immediately due and payable. Any declaration of acceleration by the Indenture Trustee or the Noteholders may be rescinded by the holders of Notes evidencing not less than 66 ²/3% of the Note Balance at any time before a judgment or decree for payment of the amount due has been obtained by the Indenture Trustee if the Trust has deposited with the Indenture Trustee an amount sufficient to pay all principal of and interest on the Notes as if the Event of Default giving rise to the declaration of acceleration had not occurred and all Events of Default, other than the nonpayment of principal of the Notes that has become due solely as a result of the acceleration, have been cured or waived.

If the Notes have been declared immediately due and payable by the Indenture Trustee or the Noteholders following an Event of Default, the Indenture Trustee may institute proceedings to collect amounts due, exercise remedies as a secured party, including foreclosure or sale of the property of the Trust, or elect to maintain the property of the Trust and continue to apply proceeds from the property of the Trust as if there had been no declaration of acceleration. The Indenture Trustee may not, however, sell the property of the Trust following an Event of Default, other than a default for five or more Business Days in the payment of interest on the Notes or a default in the payment of any required principal payment on the Notes unless:

• the holders of Notes evidencing 100% of the Note Balance consent to the sale;

• the proceeds of the sale will be sufficient to pay in full the principal amount of and accrued but unpaid interest on the Notes and all amounts due to the Insurer under the Insurance Agreement; or

• the Indenture Trustee determines that the property of the Trust would not be sufficient on an ongoing basis to make all payments on the Notes as those payments would have become due had the Notes not been declared due and payable and the holders of Notes evidencing not less than 66 ²/3% of the Note Balance consent to the sale.

The Indenture Trustee may, but need not, obtain and rely upon an opinion of an independent accountant or investment banking firm as to the sufficiency of the property of the Trust to pay principal of and interest on the Notes on an ongoing basis.

If the property of the Trust is sold following an Event of Default, the Indenture Trustee will apply or cause to be applied the proceeds of that sale to make the following payments in the following order of priority:

(1) to the Indenture Trustee, all amounts due to the Indenture Trustee as compensation under the terms of the Indenture;

(2) to the Servicer, all accrued but unpaid Servicing Fees;

(3) to the Noteholders, all accrued but unpaid interest on the Notes;

(4) to the Noteholders, the Note Balance;

(5) to the Certificateholders, all accrued but unpaid interest on the Certificates;

(6) to the Certificateholders, the Certificate Balance;

(7) to the Insurer, all overdue insurance premiums under the Insurance Agreement;

(8) to the Insurer, all unreimbursed payments made under the Policy, plus any other amounts due to the Insurer under the Insurance Agreement; and

(9) to the successor Servicer, any unpaid transition expenses due in respect of a transfer of servicing and any accrued but unpaid Additional Servicing Fees.

Any remaining amounts will be distributed to the Seller.

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If the property of the Trust is sold following an Event of Default and the proceeds of that sale are not sufficient to pay in full the principal balance of and all accrued but unpaid interest on the Securities, the Indenture Trustee will withdraw available amounts from the Reserve Account and submit claims under the Insurance Policy in respect of that shortfall.

If an Event of Default shall have occurred and be continuing, subject to the provisions of the Indenture relating to the duties of the Indenture Trustee, the Indenture Trustee will be under no obligation to exercise any of its rights or powers under the Indenture at the request or direction of the Noteholders if the Indenture Trustee reasonably believes that it will not be adequately indemnified against the costs, expenses and liabilities which might be incurred by it in complying with that request or direction. The holders of Notes evidencing not less than 51% of the Note Balance will have the right, subject to certain limitations contained in the Indenture, to direct the time, method and place of conducting any proceeding or any remedy available to the Indenture Trustee.

No holder of a Note will have the right to institute any proceeding with respect to the Indenture, unless:

• the holder previously has given to the Indenture Trustee written notice of a continuing Event of Default;

• the holders of Notes evidencing not less than 25% of the Note Balance have made written request to the Indenture Trustee to institute such proceeding in its own name as Indenture Trustee;

• the holder or holders have offered the Indenture Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in complying with such request;

• the Indenture Trustee has for 60 days after such notice, request and offer of indemnity failed to institute the proceeding; and

• no direction inconsistent with such request has been given to the Indenture Trustee during such 60-day period by the holders of Notes evidencing not less than 51% of the Note Balance.

If the Indenture Trustee receives conflicting or inconsistent requests and indemnity from two or more groups of Noteholders, each holding Notes evidencing less than 51% of the Note Balance, the Indenture Trustee in its sole discretion will determine what action, if any, will be taken with respect to such requests.

The Indenture Trustee and the Noteholders, by accepting the Notes, will covenant that they will not at any time institute against the Trust any bankruptcy, reorganization or other proceeding under any federal or state bankruptcy or similar law.

Neither the Indenture Trustee nor the Owner Trustee, nor any Certificateholder, nor any of their respective owners, beneficiaries, agents, officers, directors, employees, affiliates, successors or assigns will be personally liable for the payment of the principal of or interest on the Notes or for the agreements of the Trust contained in the Indenture.

The right of any Noteholder to receive payments of principal and interest on its Notes when due, or to institute suit for any payments not made when due, shall not be impaired or affected without the holder’s consent.

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Waiver of Past Defaults

The provisions set forth below supersede the provisions set forth in “Description of the Indenture—Waiver of Past Defaults” in the prospectus.

Prior to acceleration of the maturity of the Notes, the Insurer, if an Insurer Default shall not have occurred and be continuing, or the holders of Notes evidencing not less than 51% of the Note Balance, with the consent of the Insurer if an Insurer Default shall not have occurred and be continuing, may, on behalf of all Noteholders, waive any past default or Event of Default, other than a default in payment of principal of or interest on any of the Notes or in respect of any covenant or other provision in the Indenture that cannot be amended, supplemented or modified without the unanimous consent of the Noteholders.

Replacement of Indenture Trustee

The provisions set forth below supersede the provisions set forth in “Description of the Indenture—Replacement of Indenture Trustee” in the prospectus.

The Insurer, if an Insurer Default shall not have occurred and be continuing, or the holders of Notes evidencing not less than 51% of the Note Balance, with the consent of the Insurer if an Insurer Default shall not have occurred and be continuing, may remove the Indenture Trustee without cause by notifying the Indenture Trustee, the Trust, the Seller, the Insurer and each Rating Agency of that removal and, following that removal, may appoint a successor Indenture Trustee. Any successor Indenture Trustee must at all times satisfy the requirements of Section 310(a) of the Trust Indenture Act of 1939, as amended, and must have a combined capital and surplus of at least $50,000,000 and a long-term debt rating of investment grade by each Rating Agency or must otherwise be acceptable to each Rating Agency.

The Indenture Trustee may resign at any time by notifying the Trust, the Noteholders and the Insurer of that resignation. The Trust will be required to remove the Indenture Trustee if:

• the Indenture Trustee ceases to be eligible to continue as the Indenture Trustee under the Indenture;

• the Indenture Trustee is adjudged to be bankrupt or insolvent;

• a receiver or other public officer takes charge of the Indenture Trustee or its property; or

• the Indenture Trustee otherwise becomes incapable of acting.

Upon the resignation or removal of the Indenture Trustee, or the failure of the Noteholders to appoint a successor Indenture Trustee following the removal of the Indenture Trustee without cause, the Administrator, with the consent of the Insurer if an Insurer Default shall not have occurred and be continuing, will be required promptly to appoint a successor Indenture Trustee under the Indenture. Any resignation or removal of the Indenture Trustee and appointment of a successor Indenture Trustee will not become effective until acceptance of such appointment by the successor Indenture Trustee.

Satisfaction and Discharge of Indenture

If the Insurance Policy has been terminated and returned to the Insurer for cancellation, the Indenture will be discharged with respect to the collateral securing the Notes:

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• upon delivery to the Indenture Trustee for cancellation of all the Notes or, if all Notes not delivered to the Indenture Trustee for cancellation have become due and payable, upon deposit with the Indenture Trustee of funds sufficient for the payment in full of the principal amount of and accrued but unpaid interest on the Notes;

• upon delivery to the Indenture Trustee and the Insurer of an officer’s certificate and an opinion of counsel, which may be internal counsel to CarMax Auto or the Servicer, stating that all conditions precedent provided for in the Indenture relating to the satisfaction and discharge of the Indenture have been satisfied; and

• upon delivery to the Indenture Trustee of an opinion of counsel, which may be internal counsel to CarMax Auto or the Servicer, to the effect that the satisfaction and discharge of the Indenture will not cause any Noteholder to be treated as having sold or exchanged its Notes for purposes of Section 1001 of the Internal Revenue Code.

Modification of Indenture

The provisions set forth below supersede the provisions set forth in “Description of the Indenture— Modification of Indenture” in the prospectus.

The Owner Trustee, on behalf of the Trust, and the Indenture Trustee may, without the consent of the Noteholders but with the consent of the Insurer if an Insurer Default shall not have occurred and be continuing, with prior written notice to the Insurer and each Rating Agency, enter into one or more supplemental indentures for the purpose of, among other things, adding to the covenants of the Trust for the benefit of the Noteholders, curing any ambiguity, correcting or supplementing any provision of the Indenture which may be inconsistent with any other provision of the Indenture or of the prospectus or this prospectus supplement or adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture which will not be inconsistent with other provisions of the Indenture; provided, however, that no such supplemental indenture may materially adversely affect the interests of any Securityholder.

The Owner Trustee, on behalf of the Trust, and the Indenture Trustee may, with the consent of the holders of Notes evidencing not less than 51% of the Note Balance, and with the consent of the Insurer if an Insurer Default shall not have occurred and be continuing, with prior written notice to the Insurer and each Rating Agency, enter into one or more supplemental indentures for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or modifying in any manner the rights of the Noteholders; provided, however, that no such supplemental indenture consented to by the Insurer on behalf of the Noteholders may materially adversely affect the interests of any Securityholder; and, provided further, that no such supplemental indenture may, without the consent of all Noteholders affected by such supplemental indenture:

• change the Final Scheduled Distribution Date or the due date of any installment of principal of or interest on any Note or reduce the principal amount, the interest rate or the redemption price with respect to any Note, change the application of collections on or the proceeds of a sale of the property of the Trust to payment of principal and interest on the Notes or change any place of payment where, or the coin or currency in which, any Note or any interest on any Note is payable;

• impair the right to institute suit for the enforcement of certain provisions of the Indenture regarding payment;

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• reduce the percentage of the Note Balance the consent of the holders of which is required for any such supplemental indenture or the consent of the holders of which is required for any waiver of compliance with certain provisions of the Indenture or of certain defaults thereunder and their consequences as provided for in the Indenture;

• modify or alter the provisions of the Indenture regarding the voting of Notes held by the Trust, any other obligor on the Notes, the Seller or an affiliate of any of them or modify or alter the definition of Note Balance;

• reduce the percentage of the Note Balance the consent of the holders of which is required to direct the Indenture Trustee to sell or liquidate the property of the Trust after an Event of Default if the proceeds of the sale or liquidation would be insufficient to pay in full the principal amount of and accrued but unpaid interest on the outstanding Notes and Certificates;

• reduce the percentage of the Note Balance the consent of the holders of which is required to amend the sections of the Indenture which specify the applicable percentage of the Note Balance necessary to amend the Indenture or any of the other documents relating to the Trust;

• affect the calculation of the amount of interest or principal payable on any Note on any Distribution Date, including the calculation of any of the individual components of such calculation;

• affect the rights of the Noteholders to the benefit of any provisions for the mandatory redemption of the Notes provided in the Indenture; or

• permit the creation of any lien ranking prior to or on a parity with the lien of the Indenture with respect to any of the collateral for the Notes or, except as otherwise permitted or contemplated in the Indenture, terminate the lien of the Indenture on any such collateral or deprive the holder of any Note of the security afforded by the lien of the Indenture.

A supplemental indenture will be deemed not to materially adversely affect the interests of any Securityholder if the person requesting the supplemental indenture obtains and delivers to the Indenture Trustee:

• an opinion of counsel to that effect; or

• a letter from each Rating Agency to the effect that the supplemental indenture would not result in a downgrading or withdrawal of its rating then assigned to any class of Securities.

No supplemental indenture will be permitted unless an opinion of counsel is delivered to the Indenture Trustee to the effect that the supplemental indenture will not materially adversely affect the taxation of any Security, or any Securityholder, or adversely affect the tax status of the Trust. No supplemental indenture will be permitted without the consent of the Insurer if the supplemental indenture would reasonably be expected to materially adversely affect the interests of the Insurer.

Description of the Trust Agreement

The following summary describes the material provisions of the Trust Agreement. We will file a copy of the Trust Agreement with the SEC after the Trust issues the Securities. This summary is not a complete description of all of the provisions of the Trust Agreement. We refer you to that document.

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Formation of Trust; Issuance of Certificates

On             , the Seller formed the Trust pursuant to the Trust Agreement. The Trust will, concurrently with the transfer of the Receivables to the Trust pursuant to the Sale and Servicing Agreement, issue the Certificates pursuant to the Trust Agreement.

Replacement of Owner Trustee

The Owner Trustee may resign at any time by giving written notice to the Administrator, the Seller and the Insurer of that resignation. The Administrator may remove the Owner Trustee if:

• the Owner Trustee ceases to be eligible to continue as the trustee under the Trust Agreement;

• the Owner Trustee is adjudged to be bankrupt or insolvent;

• a receiver or other public officer takes charge of the Owner Trustee or its property; or

• the Owner Trustee otherwise becomes incapable of acting.

Upon the resignation or removal of the Owner Trustee, the Administrator, with the consent of the Seller and, so long as an Insurer Default shall not have occurred and be continuing, the Insurer will be required promptly to appoint a successor Owner Trustee under the Trust Agreement.

Duties of Owner Trustee

The Owner Trustee will agree to administer the Trust in the interest of the Certificateholders, subject to the lien of the Indenture, and in accordance with the provisions of the Trust Agreement. The Owner Trustee will not be required to take any action that it has reasonably determined is likely to result in liability on the part of the Owner Trustee or that is contrary to the terms of the Trust Agreement or applicable law.

Compensation; Indemnification

The Servicer will pay to the Owner Trustee from time to time reasonable compensation for its services, reimburse the Owner Trustee for all expenses and disbursements reasonably incurred or made by it and indemnify the Owner Trustee for, and hold it harmless against, any and all losses, liabilities or expenses, including attorneys’ fees, incurred by it in connection with the administration of the Trust or the performance of its duties under the Trust Agreement; provided, however, that the Owner Trustee will not be indemnified against any loss, liability or expense incurred by it through its own willful misconduct, negligence or bad faith. The Owner Trustee will not be liable:

• for any error of judgment made by it in good faith unless it is proved that the Owner Trustee was negligent in ascertaining the pertinent facts;

• for any action it takes or omits to take in good faith in accordance with directions received by it from the Certificateholders, the Indenture Trustee, the Insurer, the Seller, the Administrator or the Servicer;

• for indebtedness evidenced by or arising under the Trust Agreement or any other document relating to the Trust, including the principal of or interest on the Securities; or

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• for the default or misconduct of the Servicer, the Administrator, the Seller, the Indenture Trustee or any agent or attorney selected by the Owner Trustee with reasonable care.

Termination of Trust

If the Insurance Policy has been terminated and returned to the Insurer for cancellation, the Trust Agreement, except for provisions relating to compensation, reimbursement and indemnification of the Owner Trustee, will terminate and be of no further force or effect and the Trust will dissolve upon the earlier of:

• the payment to the Servicer, the Insurer and the Securityholders of all amounts required to be paid to them under the Insurance Agreement, the Indenture, the Sale and Servicing Agreement and the Trust Agreement, as applicable; and

• the Distribution Date following the month which is one year after the maturity or other liquidation of the last Receivable and the disposition of any amounts received upon liquidation of any property remaining in the Trust.

Amendment of Trust Agreement

The Owner Trustee, on behalf of the Trust, and the Seller may, without the consent of the Securityholders but with the consent of the Insurer if an Insurer Default shall not have occurred and be continuing, with prior written notice to the Insurer and each Rating Agency, amend the Trust Agreement for the purpose of curing any ambiguity, correcting or supplementing any provision of the Trust Agreement which may be inconsistent with any other provision of the Trust Agreement or of the prospectus or this prospectus supplement or adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust Agreement which will not be inconsistent with other provisions of the Trust Agreement; provided, however, that no such amendment may materially adversely affect the interests of any Securityholder. An amendment will be deemed not to materially adversely affect the interests of any Securityholder if the person requesting the amendment obtains and delivers to the Owner Trustee:

• an opinion of counsel to that effect; or

• a letter from each Rating Agency to the effect that the amendment would not result in a downgrading or withdrawal of its rating then assigned to any class of Notes or the Certificates.

The Owner Trustee, on behalf of the Trust, and the Seller may, with the consent of the holders of Notes evidencing not less than 51% of the Note Balance or, if the Notes have been paid in full, holders of Certificates evidencing not less than 51% of the Certificate Balance, and with the consent of the Insurer if an Insurer Default shall not have occurred and be continuing, with prior written notice to the Insurer and each Rating Agency, amend the Trust Agreement for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust Agreement or modifying in any manner the rights of the Securityholders; provided, however, that no such amendment may:

• increase or reduce in any manner the amount of, or accelerate or delay the timing of, or change the allocation or priority of, collections of payments on or in respect of the Receivables or distributions that are required to be made for the benefit of the Securityholders, or change the Interest Rate applicable to any class of Notes or the Certificate Rate without the consent of all Securityholders adversely affected by the amendment;

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• reduce the percentage of the Note Balance or the Certificate Balance the consent of the holders of which is required for any amendment to the Trust Agreement without the consent of all Securityholders adversely affected by the amendment; or

• adversely affect the rating assigned by any Rating Agency to any class of Notes or the Certificates without the consent of the holders of Notes evidencing not less than 66 ²/3% of the principal balance of that class or the holders of Certificates evidencing not less than 66 ²/3% of the Certificate Balance, as applicable.

No amendment to the Trust Agreement will be permitted unless an opinion of counsel is delivered to the Owner Trustee to the effect that the amendment will not materially adversely affect the taxation of any Security, or any Securityholder, or adversely affect the tax status of the Trust. No amendment to the Trust Agreement will be permitted without the consent of the Insurer if the amendment would reasonably be expected to materially adversely affect the interests of the Insurer.

Description of the Administration Agreement

Pursuant to the Administration Agreement, CarMax Auto, as Administrator, will provide notices and perform other obligations of the Trust under the Indenture and the Trust Agreement. The Administrator will be entitled to a monthly administrative fee as compensation for the performance of its obligations under the Administration Agreement, which fee will be paid by the Servicer.

Material Federal Income Tax Consequences

In the opinion of McGuireWoods LLP, counsel for the Seller, for federal income tax purposes, the Notes will be characterized as debt and the Trust will not be characterized as an association (or a publicly traded partnership) taxable as a corporation. See “Material Federal Income Tax Consequences” in the prospectus.

ERISA Considerations

The Notes

The Notes may, in general, be purchased by, on behalf of or with “plan assets” of Plans. Although we cannot assure you in this regard, the Notes should be treated as “debt” and not as “equity interests” for purposes of the Plan Assets Regulation because the Notes:

• are expected to be treated as indebtedness under local law and will, in the opinion of federal tax counsel for the Trust, be treated as debt, rather than equity, for federal income tax purposes (see “Material Federal Income Tax Consequences” in the prospectus); and

• should not be deemed to have any “substantial equity features”.

See “ERISA Considerations” in the prospectus.

However, the acquisition and holding of Notes of any class by or on behalf of a Plan could be considered to give rise to a prohibited transaction under ERISA or Section 4975 of the Internal Revenue Code if the Trust, the Owner Trustee, the Indenture Trustee, a holder of 50% or more of the Certificates or any of their respective affiliates is or becomes a “party in interest” or a “disqualified person” (as defined in ERISA and the Internal Revenue Code, respectively) with respect to such Plan.

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Depending on the relevant facts and circumstances, certain prohibited transaction exemptions may apply to the purchase or holding of securities—for example, PTCE 96-23, which exempts certain transactions effected on behalf of a Plan by an “in-house asset manager”; PTCE 95-60, which exempts certain transactions by insurance company general accounts; PTCE 91-38, which exempts certain transactions by bank collective investment funds; PTCE 90-1, which exempts certain transactions by insurance company pooled separate accounts; or PTCE 84-14, which exempts certain transactions effected on behalf of a Plan by a “qualified professional asset manager”. Each investor in a Note, by its acceptance of the Note or a beneficial interest therein, will be deemed to represent either that it is not a Plan, and is not investing on behalf of or with plan assets of a Plan, or that its acquisition and holding of the Note satisfy the requirements for exemptive relief under one of the foregoing exemptions.

Because the Trust, the Servicer, the Owner Trustee, the Indenture Truste, the underwriters, the Insurer, any other provider of credit support or any of their affiliates may receive certain benefits in connection with the sale of the Notes, the purchase of Notes using plan assets over which any of such parties has investment authority may be deemed to be a violation of the prohibited transaction rules of ERISA or Section 4975 of the Internal Revenue Code for which no exemption may be available. Accordingly, any investor considering a purchase of Notes using plan assets should consult with its counsel if the Trust, the Servicer, the Owner Trustee, the Indenture Trustee, any underwriter, the Insurer, any other provider of credit support or any of their affiliates has investment authority with respect to such assets or is an employer maintaining or contributing to the Plan. For additional information regarding treatment of the notes under ERISA, see “ERISA Considerations” in the prospectus.

The Certificates

Because the Certificates constitute equity interests in the Trust, ownership of Certificates by Plans may cause the assets of the Trust to constitute plan assets of Plans, and to be subject to the fiduciary responsibility and prohibited transaction provisions of ERISA and Section 4975 of the Internal Revenue Code. Consequently, Certificates may not be acquired by or on behalf of Plans.

In addition, investors other than Plans should be aware that a prohibited transaction under ERISA and the Internal Revenue Code could be deemed to occur if a holder of 50% or more of the Certificates or any of its affiliates is or becomes a “party in interest” or a “disqualified person” with respect to any Plan that acquires and holds the Notes without the investment by such Plan being covered by one or more exemptions from the prohibited transaction rules.

Each purchaser of the Certificates will be deemed to represent and certify that it is not a Plan, and is not acquiring such Certificates on behalf of, or with plan assets of, any Plan.

For additional information regarding treatment of the Certificates under ERISA, including certain consideration for insurance companies using the assets of a general account, see “ERISA Considerations” in the prospectus.

Underwriting

Subject to the terms and conditions set forth in the underwriting agreement, the Seller has agreed to cause the Trust to sell to each of the note underwriters named below, for whom                                                   is acting as representative, and each of those note underwriters has severally agreed to purchase, the initial principal amounts of Notes set forth opposite its name below:

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Note Underwriters	Principal Amount of Class A-1 Notes	Principal Amount of Class A-2 Notes	Principal Amount of Class A-3 Notes	Principal Amount of Class A-4 Notes
_______
_______
_______
Total

The Seller has been advised by the underwriters of the Notes that they propose initially to offer the Notes to the public at the applicable prices set forth on the cover page of this prospectus supplement. After the initial public offering of the Notes, the public offering prices may change.

Subject to the terms and conditions set forth in the underwriting agreement, the Seller has agreed to cause the Trust to sell to the certificate underwriter named below, and the certificate underwriter has agreed to purchase, the initial principal amount of the Certificates set forth below opposite its name.

Certificate Underwriter	Principal Amount of Certificates
_______

The Seller has been advised by the certificate underwriter that it proposes initially to offer the Certificates to the public at the price set forth on the cover page of this prospectus supplement. After the initial public offering of the Certificates, the public offering price may change.

The underwriting discounts and commissions are set forth on the cover page of this prospectus supplement. The selling concessions that the underwriters may allow to certain dealers and the discounts that such dealers may reallow to certain other dealers, expressed as a percentage of the principal amount of each class of Notes or the Certificates, as the case may be, shall be as follows:

	Selling Concessions not to exceed	Reallowance not to exceed
Class A-1 Notes
Class A-2 Notes
Class A-3 Notes
Class A-4 Notes
Certificates

Until the distribution of the Securities is completed, rules of the SEC may limit the ability of the related underwriters and certain selling group members to bid for and purchase the Securities. As an exception to these rules, the underwriters are permitted to engage in certain transactions that stabilize the prices of the Securities. Such transactions consist of bids or purchases for the purpose of pegging, fixing or maintaining the prices of the Securities.

The underwriters may make short sales in the Securities in connection with this offering (i.e., they sell more Notes or Certificates than they are required to purchase in the offering). This type of short sale is commonly referred to as a “naked” short sale because the related underwriters do not have an option to

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purchase these additional Securities in the offering. The underwriters must close out any naked short position by purchasing Notes or Certificates, as the case may be, in the open market. A naked short position is more likely to be created if the related underwriters are concerned that there may be downward pressure on the price of the Notes or the Certificates in the open market after pricing that could adversely affect investors who purchase in the offering. Similar to other purchase transactions, the underwriters’ purchases to cover the syndicate short sales may have the effect of raising or maintaining the market price of the Notes or the Certificates, as the case may be, or preventing or retarding a decline in the market price of the Notes or the Certificates.

The underwriters may also impose a penalty bid on certain underwriters and selling group members. This means that if the underwriters purchase Securities in the open market to reduce the underwriters’ short position or to stabilize the price of such Securities, they may reclaim the amount of the selling concession from any underwriter or selling group member who sold those Securities as part of the offering.

In general, purchases of a Security for the purpose of stabilization or to reduce a short position could cause the price of the Security to be higher than it might be in the absence of such purchases. The imposition of a penalty bid might also have an effect on the price of a Security to the extent that it were to discourage resales of the Security.

Neither the Seller nor any of the underwriters makes any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the price of the Securities. In addition, neither the Seller nor any of the underwriters makes any representation that the underwriters will engage in such transactions or that such transactions, once commenced, will not be discontinued without notice.

The Securities are new issues of securities and there currently is no secondary market for the Notes or the Certificates. The underwriters for the Notes and the Certificates, respectively, expect to make a secondary market for the related Securities, but will not be obligated to do so. We cannot assure you that a secondary market for the Notes or the Certificates will develop. If a secondary market for the Notes or the Certificates does develop, it might end at any time or it might not be sufficiently liquid to enable you to resell any of your Notes or Certificates.

The Indenture Trustee may, from time to time, invest the funds in the Collection Account and the Reserve Account in investments acquired from or issued by the underwriters or their affiliates.

In the ordinary course of business, the underwriters and their affiliates have engaged and may engage in investment banking and commercial banking transactions with CarMax Auto, the Seller and their affiliates.

CarMax Auto and the Seller have jointly and severally agreed to indemnify the underwriters against certain liabilities, including civil liabilities under the Securities Act of 1933, as amended, or to contribute to payments which the underwriters may be required to make in respect thereof.

The closings of the sale of each class of Notes and the Certificates are conditioned on the closing of the sale of each other class of Notes and the Certificates.

Upon receipt of a request by an investor who has received an electronic prospectus from an underwriter or a request by such investor’s representative within the period during which there is an obligation to deliver a prospectus, the Seller or the underwriter will promptly deliver, without charge, a paper copy of this prospectus supplement and the prospectus.

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Legal Opinions

Certain legal matters relating to the Securities, including certain federal income tax matters, will be passed upon for CarMax Auto, the Servicer and the Seller by McGuireWoods LLP, Richmond, Virginia. Certain legal matters relating to the underwriters will be passed upon by Sidley Austin Brown & Wood LLP, San Francisco, California. Certain legal matters relating to the Insurer and the Insurance Policy will be passed upon for [Insurer] by             .

Experts

The consolidated balance sheets of [Insurer] and subsidiaries as of              and              and the related consolidated statements of income, changes in shareholder’s equity, and cash flows for each of the three years in the period ended             , have been incorporated by reference in this prospectus supplement in reliance on the report of             , independent accountants, given on the authority of that firm as experts in accounting and auditing.

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Glossary of Terms

Additional defined terms used in this prospectus supplement are defined under “Glossary of Terms” in the prospectus.

“ABS” means the Absolute Prepayment Model which we use to measure prepayments on receivables and we describe under “The Receivables Pool—Weighted Average Lives of the Securities”.

“ABS Table” means the tables captioned “Percent of Initial Note Principal Amount at Various ABS Percentages” and “Percent of Initial Certificate Balance at Various ABS Percentages”.

“Additional Servicing Fee” means, with respect to any Collection Period, the excess of the servicing fee for such Collection Period of any successor Servicer approved in writing by the Insurer over the Servicing Fee for such Collection Period.

“Administration Agreement” means the Administration Agreement, dated as of             ,             , among the Administrator, the Trust and the Indenture Trustee, as amended or supplemented.

“Administrator” means CarMax Auto, as administrator under the Administration Agreement, and its successors in such capacity.

“Available Collections” means, for any Distribution Date, the sum of the following amounts with respect to the related Collection Period (subject to the exclusions set forth below such amounts):

• all obligor payments received with respect to the Receivables during the Collection Period;

• all Liquidation Proceeds received with respect to the Receivables during the Collection Period;

• all interest earned on funds on deposit in the Collection Account during the Collection Period;

• the Purchase Amount of each Receivable that became a Purchased Receivable during the Collection Period; and

• all prepayments received with respect to the Receivables during the Collection Period attributable to any refunded item included in the amount financed of a Receivable, including amounts received as a result of rebates of extended warranty contract costs and insurance premiums and proceeds received under physical damage, theft, credit life and credit disability insurance policies;

provided, however, that Available Collections for any Distribution Date will exclude all payments and proceeds (including Liquidation Proceeds) received with respect to any Purchased Receivable the Purchase Amount of which has been included in Available Collections for a prior Collection Period.

“Available Funds” means, for any Distribution Date, the sum of Available Collections, the Policy Claim Amount, the Reserve Account Draw Amount and, if an Event of Default shall have occurred and be continuing and an Insurer Default shall not have occurred and be continuing, amounts the Insurer has deposited into the Collection Account on or before the related Distribution Date as a result of the Insurer, at its option, electing to prepay all or any portion of the principal amount of the Notes and paying accrued

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but unpaid interest on the amount of the Notes so prepaid or, if the Notes have been paid in full, the amount of the Certificates so prepaid.

“Business Day” means a day other than a Saturday, a Sunday or a day on which banking institutions or trust companies in the State of New York, the State of Delaware, the State of             , the State of              and the Commonwealth of Virginia are authorized by law, regulation or executive order to be closed.

“Certificate Balance” means, with respect to the Certificates, initially, $            , and thereafter, the initial Certificate Balance of the Certificates, reduced by all amounts allocable to principal previously distributed to the Certificateholders.

“Certificate Final Scheduled Distribution Date” means the             ,              Distribution Date.

“Certificate Payment Account” means the account established and maintained by the Servicer in the name of the Owner Trustee pursuant to the Trust Agreement for the benefit of the Certificateholders.

“Certificate Rate” means         % per annum.

“Certificateholders” means holders of record of the Certificates.

“Certificates” means the $             aggregate principal amount of the Trust’s             % Asset Backed Certificates.

“Class A-1 Notes” means the $             aggregate principal amount of the Trust’s Class A-1             % Asset Backed Notes.

“Class A-2 Notes” means the $             aggregate principal amount of the Trust’s Class A-2             % Asset Backed Notes.

“Class A-3 Notes” means the $             aggregate principal amount of the Trust’s Class A-3             % Asset Backed Notes.

“Class A-4 Notes” means the $             aggregate principal amount of the Trust’s Class A-4             % Asset Backed Notes.

“Closing Date” means the date on which the Securities are initially issued, which is expected to be             ,             .

“Collection Account” means the account established and maintained by the Servicer in the name of the Indenture Trustee pursuant to the Sale and Servicing Agreement for the benefit of the Insurer and the Securityholders, into which the Servicer is required to deposit collections on the Receivables and other amounts.

“Collection Period” means, with respect to any Distribution Date, the calendar month preceding the calendar month in which such Distribution Date occurs, except that the first Collection Period will be the period from and including             ,          to and including             ,         .

“Contract Rate” means the per annum interest borne by a Receivable.

“Cutoff Date” means the close of business on             ,             .

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“Determination Date” means the sixth day preceding each Distribution Date or, if the sixth day is not a Business Day, the following Business Day.

“Distribution Date” means the date on which the Trust will pay interest and principal on the Securities, which will be the 15^th day of each month or, if any such day is not a Business Day, the next Business Day, commencing             ,             .

“Event of Default” means an event of default under the Indenture, as described under “Description of the Indenture—Events of Default”.

“Event of Servicing Termination” means an event of servicing termination under the Sale and Servicing Agreement, as described under “Description of the Receivables Transfer and Servicing Agreements—Events of Servicing Termination”.

“Final Scheduled Distribution Date” means, for each class of Notes and the Certificates, the related date set forth in “Summary—Final Scheduled Distribution Dates” or, if any such date is not a Business Day, the next succeeding Business Day.

“Financed Vehicles” means the new or used motor vehicles financed by the Receivables.

“Indenture” means the Indenture, dated as of             ,             , between the Trust and the Indenture Trustee, as amended or supplemented.

“Indenture Trustee” means             , a             , as indenture trustee under the Indenture, and its successors in such capacity.

“Insurance Agreement” means the Insurance and Reimbursement Agreement, dated as of the Closing Date, among [Insurer], CarMax Auto, the Seller and the Servicer, as amended or supplemented.

“Insurance Payment Amount” means, for any Distribution Date, the premium payable under the Insurance Agreement for that Distribution Date plus any overdue premiums payable under the Insurance Agreement for the previous Distribution Date plus the aggregate amount of any unreimbursed payments under the Insurance Policy, to the extent payable to the Insurer under the Insurance Agreement, plus accrued interest on any unreimbursed payments under the Insurance Policy at the rate provided in the Insurance Agreement plus any other amounts due to the Insurer.

“Insurance Policy” means the irrevocable financial guaranty insurance policy issued by the Insurer, dated the Closing Date, in respect of the Securities.

“Insurer” means [Insurer], and its successors.

“Insurer Default” means the Insurer shall fail to make any payment required under the Insurance Policy in accordance with its terms or an event of bankruptcy, insolvency, receivership or liquidation shall occur with respect to the Insurer.

“Interest Rate” means, with respect to any class of Notes, the interest rate for that class set forth under “Description of the Notes—Payments of Interest”.

“Liquidation Proceeds” means all amounts received by the Servicer, from whatever source, with respect to any Defaulted Receivable, net of the sum of (i) expenses incurred by the Servicer in connection with collection and repossession plus (ii) any payments required by law to be remitted to the obligor.

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“Monthly Certificate Interest” means, for any Distribution Date, the interest due on the Certificates on that Distribution Date.

“Monthly Certificate Principal” means, for any Distribution Date on or after which the Notes have been paid in full, the lesser of:

• the Certificate Balance as of the day preceding that Distribution Date; and

• the amount necessary to reduce the Certificate Balance as of the day preceding that Distribution Date to the Pool Balance as of the last day of the related Collection Period;

provided, however, that the Monthly Certificate Principal on the Certificate Final Scheduled Distribution Date will equal the outstanding principal balance of the Certificates as of the day preceding that Distribution Date.

“Monthly Note Interest” means, for any Distribution Date, the sum of the interest due on that Distribution Date on the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes.

“Monthly Note Principal” means, for any Distribution Date, the lesser of:

• the Note Balance as of the day preceding that Distribution Date; and

• the amount necessary to reduce the sum of the Note Balance and the Certificate Balance as of the day preceding that Distribution Date to the Pool Balance as of the last day of the related Collection Period;

provided, however, that the Monthly Note Principal on the Final Scheduled Distribution Date for any class of Notes will equal the greater of the amount described immediately above and the outstanding principal balance of that class of Notes as of the day preceding that Distribution Date.

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

“Non-United States Person” means a person other than a United States Person.

“Note Balance” means, at any time, the aggregate principal amount of all Notes Outstanding at such time.

“Note Payment Account” means the account established and maintained by the Servicer in the name of the Indenture Trustee pursuant to the Sale and Servicing Agreement for the benefit of the Noteholders.

“Noteholders” means holders of record of the Notes.

“Notes” means the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes.

“Outstanding” means, as of any Distribution Date, all Notes authenticated and delivered under the Indenture except:

• Notes canceled by the Note Registrar or delivered to the Note Registrar for cancellation;

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

• Notes in exchange for or in lieu of which other Notes have been authenticated and delivered pursuant to the Indenture unless proof satisfactory to the Indenture Trustee is presented that any such Notes are held by a protected purchaser.

“Owner Trustee” means                     , a             , acting not in its individual capacity but solely as owner trustee under the Trust Agreement, and its successors in such capacity.

“Paying Agent” means the Indenture Trustee or any other person eligible under the Indenture.

“Policy Claim Amount” means, for any Distribution Date, the amount, if any, by which the Required Payment Amount for that Distribution Date exceeds the sum of Available Collections plus the Reserve Account Draw Amount for that Distribution Date.

“Pool Balance” means, as of any date, the aggregate Principal Balance of the Receivables as of that date.

“Principal Balance” means, with respect to any Receivable as of any date, the amount financed under such Receivable minus the sum of:

• that portion of all scheduled payments actually received on or prior to such date allocable to principal using the simple interest method (to the extent collected); plus

• any rebates of extended warranty contract costs or physical damage, theft, credit life or credit disability insurance premiums included in the amount financed; plus

• any full or partial prepayment applied to reduce the unpaid principal balance of such Receivable;

provided, however, that the Principal Balance of a Defaulted Receivable will be zero as of the last day of the Collection Period during which it became a Defaulted Receivable and the Principal Balance of a Purchased Receivable will be zero as of the last day of the Collection Period during which it became a Purchased Receivable.

“PTCE” means Prohibited Transaction Class Exemption.

“Purchase Amount” means the price at which the Seller or the Servicer must purchase a Receivable, which price equals the Principal Balance plus interest accrued thereon at the Contract Rate specified in the Receivable to but excluding the Distribution Date on which such repurchase occurs.

“Purchased Receivable” means a Receivable repurchased from the Trust by the Seller or the Servicer because of a breach of a representation, warranty or servicing covenant under the Sale and Servicing Agreement.

“Rating Agency” means             .

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“Receivables” means the motor vehicle retail installment sale contracts transferred by the Seller to the Trust.

“Receivables Purchase Agreement” means the Receivables Purchase Agreement, dated as of             ,     , between CarMax Auto and the Seller, as amended or supplemented.

“Record Date” means, with respect to any Distribution Date, the Business Day preceding that Distribution Date or, if the related Securities are issued as definitive securities, the last Business Day of the preceding month.

“Required Payment Amount” means, for any Distribution Date, the aggregate amount to be applied on that Distribution Date in accordance with clauses (1) through (6) under “Application of Available Funds—Priority of Distributions”.

“Required Reserve Account Amount” means, for any Distribution Date, the greater of-

• $            ; and

•             % of the Pool Balance as of the last day of the related Collection Period;

provided, however, that the Required Reserve Account Amount shall equal the amount required to be on deposit in the Reserve Account under the Insurance Agreement in the event of the occurrence of certain events specified therein; and, provided, further, that the Required Reserve Account Amount for any Distribution Date will not exceed the principal balance of the Securities as of that Distribution Date, after giving effect to all payments of principal made to the Securityholders on that Distribution Date.

“Reserve Account” means the account established and maintained by the Servicer in the name of the Indenture Trustee pursuant to the Sale and Servicing Agreement into which the Trust will deposit the Reserve Account Initial Deposit and into which the Indenture Trustee will make the other deposits and withdrawals specified in this prospectus supplement.

“Reserve Account Amount” means, for any Distribution Date, the amount on deposit in and available for withdrawal from the Reserve Account after giving effect to all deposits to and withdrawals from the Reserve Account on the preceding Distribution Date (or in the case of the first Distribution Date, the Closing Date), including investment earnings earned on amounts on deposit therein during the related Collection Period.

“Reserve Account Draw Amount” means, for any Distribution Date, the lesser of:

• the amount, if any, by which the sum of the Required Payment Amount plus the Insurance Payment Amount for that Distribution Date exceeds the Available Collections for that Distribution Date; and

• the Reserve Account Amount for that Distribution Date.

“Reserve Account Initial Deposit” means $            .

“Sale and Servicing Agreement” means the Sale and Servicing Agreement, dated as of             ,             , among the Trust, the Seller and the Servicer, as amended or supplemented.

“Securities” means the Notes and the Certificates.

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“Securityholders” means the Noteholders and the Certificateholders.

“Servicing Fee” means a fee payable to the Servicer on each Distribution Date for the related Collection Period for servicing the Receivables which is equal to the product of 1/12 of 1.00% and the Pool Balance as of the first day of that Collection Period (or as of the Cutoff Date in the case of the first Distribution Date).

“Standard & Poor’s” means Standard & Poor’s, Ratings Services, a Division of The McGraw-Hill Companies, Inc., and its successors.

“Statistical Calculation Date” means the close of business on             ,             , the date used in preparing the statistical information presented in this prospectus supplement.

“Trust” means CarMax Auto Owner Trust             , and its successors.

“Trust Agreement” means the Amended and Restated Trust Agreement, dated as of             ,             , between the Seller and the Owner Trustee, as amended or supplemented.

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ANNEX I

Global Clearance, Settlement and

Tax Documentation Procedures

The globally-offered securities to be issued from time to time will initially be available only in book-entry form. Investors in the globally-offered securities may hold those securities through any of DTC, Clearstream or Euroclear. The globally-offered securities will be tradeable as home market instruments in both the European and United States domestic markets. Initial settlement and all secondary trades will settle in same-day funds.

Secondary market trading between investors holding globally-offered securities through Clearstream and Euroclear will be conducted in accordance with their normal rules and operating procedures and in accordance with conventional eurobond practice.

Secondary market trading between investors holding globally-offered securities through DTC will be conducted in accordance with the rules and procedures applicable to United States corporate debt obligations.

Secondary cross-market trading between Clearstream or Euroclear and organizations participating in DTC that hold offered securities will be effected on a delivery-against-payment basis through the respective depositaries of Clearstream and Euroclear, in such capacity, and as DTC participants.

See “Certain Information Regarding the Securities—Book-Entry Registration” in the prospectus for further information.

A beneficial owner of globally-offered certificates holding securities through Clearstream or Euroclear (or through The Depository Trust Company if the holder has an address outside the U.S.) will be subject to the 30% U.S. withholding tax that generally applies to payments of interest (including original issue discount) on registered debt issued by U.S. Persons (or, in the case of a Non-United States Person holding the certificates through a partnership, such other rate as is applicable), unless each clearing system, bank or other financial institution that holds customers’ securities in the ordinary course of its trade or business in the chain of intermediaries between that beneficial owner and the U.S. entity required to withhold tax complies with applicable certification requirements and that beneficial owner takes steps to obtain one of the following exemptions or reduced tax rate:

Exemption For Non-United States Persons. Non-United States Persons that are beneficial owners of the notes and are individuals or entities treated as corporations for federal income tax purposes can generally obtain a complete exemption from the withholding tax by filing Form W-8 BEN (Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding). A Non-United States Person not described in the foregoing sentence that beneficially owns a note may be subject to more complex rules.

Exemption For Non-United States Persons With Effectively Connected Income. Non-United States Persons, including non-United States corporations or banks with a United States branch, that are beneficial owners of the notes and for which the related interest income is effectively connected with the conduct of a trade or business in the United States can obtain a complete exemption from the withholding tax by filing Form W-8 ECI (Certificate of Foreign Person’s Claim for Exemption from Withholdings on Income Effectively Connected with the Conduct of a Trade or Business in the United States).

Exemption or Reduced Rate For Non-United States Persons Resident in Treaty Countries. Non-United States Persons that that for federal income tax purposes are individuals or entities treated as

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corporations that beneficially own the notes and reside in a country that has a tax treaty with the United States can obtain an exemption or reduced tax rate, depending on the treaty terms, by filing Form W-8 BEN (Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding). A Non-United States Person not described in the foregoing sentence that beneficially owns a note may be subject to more complex rules.

Exemption For United States Persons. United States Persons that are beneficial owners of the notes and certificates can obtain a complete exemption from the withholding tax by filing Form W-9 (Payer’s Request for Taxpayer Identification Number and Certification).

United States Federal Income Tax Reporting Procedure. The beneficial owner of a globally-offered security files by submitting the appropriate form to the person through whom he holds, which person would be the clearing agency in the case of persons holding directly on the books of the clearing agency. Form W-8 ECI and Form W-8 BEN are effective from the date the form is signed through the end of the third succeeding calendar year. If the information on either Form W-8BEN or Form W-8ECI changes, a new Form W-8BEN or Form W-8ECI, as applicable, must be filed within 30 days of such change. Form W-8BEN and Form W-8ECI may be filed by the beneficial owner of a security or its agent.

This summary does not deal with all aspects of United States federal income tax withholding that may be relevant to foreign holders of the globally-offered securities. We suggest that you read “Material Federal Income Tax Consequences” in the prospectus for further information and consult your own tax advisors with respect to the tax consequences of holding or disposing of the globally-offered securities. The information contained in this Annex I is an integral part of the prospectus supplement to which it is attached.

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CarMax Auto Owner Trust             

CarMax Auto Superstores, Inc.

Servicer

CarMax Auto Funding LLC

Seller

$                     

$                                  % Class A-1 Asset Backed Notes

$                                  % Class A-2 Asset Backed Notes

$                                  % Class A-3 Asset Backed Notes

$                                  % Class A-4 Asset Backed Notes

 $                                  % Asset Backed Certificates         

PROSPECTUS SUPPLEMENT

You should rely only on the information contained or incorporated by reference in this prospectus supplement. CarMax Auto Funding LLC has not authorized anyone to provide you with additional or different information. CarMax Auto Funding LLC is not offering the notes or the certificates in any state in which the offer is not permitted.

Dealers will deliver a prospectus when acting as underwriters of the notes and the certificates and with respect to their unsold allotments or subscriptions. In addition, all dealers selling the notes and the certificates will deliver a prospectus until                         ,             .

[Underwriters of the Notes]
_________
	_________
[Underwriter of the Certificates]
__________, ______

The information contained in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to Completion

Preliminary Prospectus, Dated September 26, 2003

PROSPECTUS

Asset Backed Notes

Asset Backed Certificates

CarMax Auto Superstores, Inc.

Servicer

CarMax Auto Funding LLC

Seller

Before you purchase any of these securities, be sure to read the risk factors beginning on page 10 of this prospectus and the risk factors set forth in the related prospectus supplement.

The notes and the certificates, if any, will represent interests in or obligations of the related trust only and will not represent interests in or obligations of CarMax, Inc., CarMax Auto Superstores, Inc., CarMax Auto Funding LLC or any of their affiliates.

This prospectus may be used to offer and sell any of the notes and/or certificates only if accompanied by the prospectus supplement for the related trust.

Each trust—

• will issue one or more classes of asset-backed notes and/or certificates;

• will own

• a pool of installment sale contracts or installment loans made to finance the retail purchase of new or used motor vehicles;

• collections on those contracts or loans;

• security interests in the vehicles financed by those contracts or loans;

• any proceeds from claims on related insurance policies; and

• funds in accounts of the trust; and

• may have the benefit of one or more other forms of credit or cash flow enhancement.

The main sources of funds for making payments on the securities of each trust will be collections on the contracts and loans owned by the trust and any credit or cash flow enhancement established for the benefit of the trust.

The amounts, prices and terms of each offering of securities will be determined at the time of sale and will be described in an accompanying prospectus supplement.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus or any related prospectus supplement. Any representation to the contrary is a criminal offense.

The date of this Prospectus is                  , 2003.

TABLE OF CONTENTS

	Page
Important Notice About Information Presented in this Prospectus and the Accompanying Prospectus Supplement	3
Where You Can Find Additional Information	3
Incorporation of Certain Documents by Reference	3
Copies of the Documents	4
Summary	5
Risk Factors	10
The Trusts	19
The Trust Property	19
The Servicer	20
The Trustees	20
The Receivables	21
Maturity and Prepayment Considerations	22
Pool Factors and Trading Information	23
General	24
The Pool Factors Will Decline as the Trust Makes Payments on the Securities	24
Additional Information	24
Use of Proceeds	25
The Seller	25
CarMax	25
General	25
CarMax Auto Finance	26
Underwriting Procedures	26
Collection Procedures	27
Physical Damage Insurance	29
Principal Documents	29
Certain Information Regarding the Securities	31
General	31
Fixed Rate Securities	32
Floating Rate Securities	32
Book-Entry Registration	33
Definitive Securities	37
Reports to Securityholders	38
Securities Owned by the Trust, the Seller, the Servicer or their Affiliates	40
Limitation on Right to Institute Bankruptcy Proceedings	40
Description of the Indenture	40
Events of Default	40
Rights Upon Event of Default	41
Waiver of Past Defaults	43
Covenants	43
List of Noteholders	44
Annual Compliance Statement	44
Indenture Trustee’s Annual Report	45
Satisfaction and Discharge of Indenture	45
Modification of Indenture	45
The Indenture Trustee	46
Replacement of Indenture Trustee	47
Description of the Receivables Transfer and Servicing Agreements	48
Sale and Assignment of Receivables	48
Accounts	50
Servicing Procedures	51
Collections	51
Simple Interest Advances	52
Servicing Compensation and Expenses	52
Distributions	53
Credit and Cash Flow Enhancement	53
Evidence as to Compliance	54
Certain Matters Regarding the Servicer	54
Events of Servicing Termination	55
Rights Upon Event of Servicing Termination	56
Waiver of Past Events of Servicing Termination	57
Amendment	57
Payment of Notes	58
Termination	58
List of Certificateholders	59
Administration Agreement	59
Material Legal Issues Relating to the Receivables	59
Security Interests in the Receivables	59
Security Interests in the Financed Vehicles	59
Enforcement of Security Interests in Vehicles	61
Certain Bankruptcy Considerations	62
Consumer Protection Laws	63
Other Matters	64
Material Federal Income Tax Consequences	65
Trusts Treated as Partnerships	66
Trusts in Which all Certificates are Retained by the Seller or an Affiliate of the Seller	73
Trusts Treated as Grantor Trusts	74
Certain State Tax Consequences	78
ERISA Considerations	79
Certificates	81
Special Considerations Applicable to Insurance Company General Accounts	83
Plan of Distribution	84
Sales Through Underwriters	84
Other Placements of Securities	85
Underwriting	85
Legal Opinions	86
Glossary of Terms	87

2

Important Notice About Information Presented in

this Prospectus and the Accompanying

Prospectus Supplement

We provide information on your securities in two separate documents that offer varying levels of detail:

• this prospectus provides general information, some of which may not apply to your securities; and

• the accompanying prospectus supplement provides specific information about the terms of your securities.

If the information in this prospectus varies from the information in the accompanying prospectus supplement, you should rely on the information in the prospectus supplement.

We include cross-references to sections in these documents where you can find further related discussions. Refer to the table of contents in the front of each document to locate the referenced sections.

You should rely only on the information contained in this prospectus and the accompanying prospectus supplement, including any information incorporated by reference. We have not authorized anyone to provide you with different information.

Where You Can Find Additional Information

CarMax Funding, as the originator of each trust, has filed a registration statement with the SEC under the Securities Act. The registration statement includes information not included in this prospectus.

You may inspect and copy the registration statement at the public reference facilities maintained by the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549 (telephone 1-800-732-0330). Also, the SEC maintains a Web site at http://www.sec.gov containing reports, proxy and information statements and other information regarding registrants that file electronically with the SEC.

Incorporation of Certain Documents by Reference

The SEC allows us to “incorporate by reference” information filed with it by CarMax Funding on behalf of a trust, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus. Information that we file later with the SEC will automatically update the information in this prospectus. In all cases, you should rely on the later information over different information included in this prospectus or the related prospectus supplement. We incorporate by reference any future annual, monthly or special SEC reports and proxy materials filed by or on behalf of a trust until we terminate our offering of the securities by that trust.

3

Copies of the Documents

You may obtain a free copy of any or all of the documents incorporated by reference into this prospectus or incorporated by reference into the accompanying prospectus supplement if:

• you received this prospectus and the prospectus supplement; and

• you request such copies from CarMax Auto Funding LLC, 4900 Cox Road, Suite 200, Glen Allen, Virginia 23060; telephone: (804) 935-4512.

You may obtain copies of exhibits to the documents filed by us with the SEC only if such exhibits are specifically incorporated by reference in such documents. You may also read and copy these materials at the public reference facilities of the SEC in Washington, D.C. referred to above.

4

Summary

This summary describes the main structural features that may apply to your securities. This summary does not contain all of the information that may be important to you and does not describe all of the terms of your securities. To fully understand the terms of your securities, you will need to read both this prospectus and the related prospectus supplement in their entirety.

The Trusts

A separate trust will be formed to issue each series of securities. If the trust issues only notes or both notes and certificates, it will be formed by a trust agreement between CarMax Funding and the trustee of the trust. If the trust issues only certificates, it will be formed by a pooling and servicing agreement among CarMax Funding, the servicer and the trustee of the trust.

Seller

CarMax Auto Funding LLC, a Delaware limited liability company.

Servicer

CarMax Auto Superstores, Inc., a Virginia corporation.

Trustee

The prospectus supplement will name the trustee of the trust.

Indenture Trustee

If a trust issues notes, the prospectus supplement will name the indenture trustee with respect to the notes.

Securities

The securities issued by each trust may include one or more classes of notes and/or certificates. You will find the following information about each class of securities in the prospectus supplement:

• its principal amount;

• its interest rate, which may be fixed or variable or a combination of fixed and variable rates;

• the timing, amount and priority or subordination of payments of principal and interest;

• the method for calculating the amount of principal and interest payments;

• its final scheduled distribution date;

• whether and when it may be redeemed prior to its final scheduled distribution date; and

• how losses on the receivables are allocated among the classes of securities.

Some classes of securities may be entitled to:

• principal payments with disproportionate, nominal or no interest payments; or

• interest payments with disproportionate, nominal or no principal payments.

The prospectus supplement will identify any class of securities of a series that is not being offered to the public.

Generally, you may purchase the securities only in book-entry form and will not receive your securities in definitive form. You may purchase securities in the denominations set forth in the prospectus supplement. The record date for a distribution date will be the business day immediately preceding the distribution date or, if definitive securities are issued, the last day of the preceding calendar month.

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The Receivables and Other Trust Property

The Receivables

The property of each trust will consist of a pool of motor vehicle retail installment sale contracts or motor vehicle retail installment loans originated by CarMax Auto or an affiliate of CarMax Auto, which contracts and loans are referred to in this prospectus and the accompanying prospectus supplement as the receivables, and other related property, including:

• the right to receive payments made on the receivables after the cutoff date specified in the related prospectus supplement;

• security interests in the vehicles financed by the receivables; and

• any proceeds from claims on certain related insurance policies.

You will find a description of the characteristics of each trust’s receivables in the related prospectus supplement.

For a more detailed description of the receivables, including the criteria they must meet in order to be included in a trust, and the other property supporting the related securities, see “The Receivables”.

Other Property of the Trust

In addition to the receivables, each trust will own amounts on deposit in various trust accounts, which may include:

• an account into which collections are deposited;

• an account to fund post-closing purchases of additional receivables; or

• a reserve account or other account providing credit enhancement.

Purchase of Receivables After the Closing Date

If a trust has not purchased all of its receivables at the time you purchase your securities, it will purchase the remainder of its receivables from CarMax Funding over a funding period specified in the related prospectus supplement. A funding period will not exceed one year from the applicable closing date. During a funding period, the trust will purchase receivables using amounts deposited on the closing date into the pre-funding account which will be an account of the trust established with the related trustee. The other terms, conditions and limitations of the purchase of receivables during any funding period will be specified in the related prospectus supplement.

Credit or Cash Flow Enhancement

The prospectus supplement will specify the credit or cash flow enhancement, if any, for each trust. Credit or cash flow enhancement may consist of one or more of the following:

• subordination of one or more classes of securities;

• a reserve account;

• overcollateralization (i.e., the amount by which the principal amount of the receivables exceeds the principal amount of the securities);

• excess interest collections (i.e., the excess of anticipated interest collections on the receivables over servicing fees, interest on the securities and any amounts required to be deposited in any reserve account);

• a letter of credit or other credit facility;

• a surety bond or insurance policy;

• liquidity arrangements;

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• swaps (including currency swaps) and other derivative instruments and interest rate protection agreements;

• repurchase or put obligations;

• yield supplement agreements;

• guaranteed investment contracts;

• guaranteed rate agreements; or

• other agreements with respect to third party payments or other support.

Limitations or exclusions from coverage could apply to any form of credit or cash flow enhancement. The prospectus supplement will describe the credit or cash flow enhancement and related limitations and exclusions applicable to securities issued by a trust. Enhancements cannot guarantee that losses will not be incurred on the securities.

Reserve Account

If there is a reserve account, CarMax Funding will initially deposit in it cash or securities having a value equal to the amount specified in the prospectus supplement.

Amounts on deposit in a reserve account will be available to cover shortfalls in the payments on the securities as described in the prospectus supplement. The prospectus supplement may also specify:

• a minimum balance to be maintained in the reserve account and what funds are available for deposit to reinstate that balance; and

• when and to whom any amount will be distributed if the reserve account balance exceeds this minimum amount.

For more information about credit and cash flow enhancement, see “Description of the Receivables Transfer and Servicing Agreements—Credit and Cash Flow Enhancement”.

Optional Purchase

If so provided in the prospectus supplement, the servicer will have the option to purchase the receivables held by the related trust on any distribution date on which the aggregate principal balance of the receivables is 10% or less of their initial aggregate principal balance. Upon such a purchase, the securities of the trust will be prepaid in full.

Transfer and Servicing of the Receivables

With respect to each trust, CarMax Auto will sell the related receivables to CarMax Funding under a receivables purchase agreement, which, in turn, will transfer the receivables to the trust under a sale and servicing agreement or a pooling and servicing agreement. The servicer will agree with the trust to be responsible for servicing, managing, maintaining custody of and making collections on the receivables.

For more information about the sale and servicing of the receivables, see “Description of the Receivables Transfer and Servicing Agreements—Sale and Assignment of Receivables”.

Servicing Fees

Each trust will pay the servicer a servicing fee based on the outstanding principal balance of the receivables. The amount of the servicing fee will be specified in the prospectus supplement. The servicer may also be entitled to retain as supplemental servicing compensation fees and charges paid by obligors and net investment income from reinvestment of collections on the receivables.

Optional Servicer Advances of Late Interest Payments

If so provided in the prospectus supplement, when interest collections received on the receivables are less than the scheduled interest collections in a monthly collection period, the servicer will advance to the trust that portion of the shortfalls that the servicer, in its sole

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discretion, expects to be paid in the future by the related obligors.

The servicer will be entitled to reimbursement from other collections of the trust for advances that are not repaid out of collections of the related interest payments.

For more information about servicer advances, see “Description of the Receivables Transfer and Servicing Agreements—Simple Interest Advances” in this prospectus.

Repurchase May Be Required in Certain Circumstances

If so provided in the prospectus supplement, CarMax Funding will be obligated to repurchase any receivable transferred to the trust if:

• one of CarMax Funding’s representations or warranties is breached with respect to that receivable;

• the receivable is materially and adversely affected by the breach; and

• the breach has not been cured following the discovery by or notice to CarMax Funding of the breach.

If so provided in the prospectus supplement, CarMax Funding will be permitted, in a circumstance where it would otherwise be required to repurchase a receivable as described in the preceding paragraph, to instead substitute a comparable receivable for the receivable required to be repurchased.

In the course of its normal servicing procedures, the servicer may defer or modify the payment schedule of a receivable. Some of these arrangements may obligate the servicer to repurchase the receivable.

For a discussion of the representations and warranties given by CarMax Funding and the servicer and their related repurchase obligations, see “Description of the Receivables Transfer and Servicing Agreements—Sale and Assignment of Receivables” and “—Servicing Procedures”.

Investment in the Securities

There are material risks associated with an investment in the securities.

For a discussion of the risk factors which should be considered in deciding whether to purchase any of the securities, see “Risk Factors” in the prospectus and in the related prospectus supplement.

Tax Status

Trusts Other Than Grantor Trusts

Unless the prospectus supplement specifies that the related trust will be treated as a grantor trust, it is the opinion of McGuireWoods LLP, as federal tax counsel to the trust, that for federal income tax purposes:

• the notes will be characterized as debt unless otherwise stated in the prospectus supplement; and

• the trust will not be characterized as an association, or a publicly traded partnership, taxable as a corporation.

The noteholders will agree by their purchase of notes to treat the notes as debt for federal income tax purposes.

Grantor Trusts

If the prospectus supplement specifies that the related trust will be treated as a grantor trust, it is the opinion of McGuireWoods LLP, as federal tax counsel to the trust, that for federal income tax purposes:

• the trust will be characterized as a grantor trust under Subpart E, Part 1 of Subchapter J of the Internal Revenue Code and not as an association, or publicly traded partnership, taxable as a corporation; and

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• each grantor trust certificateholder will be treated as the owner of a pro rata undivided interest in each of the assets included in the trust.

Each grantor trust certificateholder will be required to report on its federal income tax return in accordance with the grantor trust certificateholder’s method of accounting its pro rata share of the entire income from the receivables in the trust, including interest, original interest discount, if any, prepayment fees, assumption fees, any gain, if any, recognized upon an assumption and late payment charges received by the servicer.

For additional information concerning the application of federal income tax laws to the securities, see “Material Federal Income Tax Consequences”.

ERISA Considerations

Notes

The notes will generally be eligible for purchase by or with plan assets of employee benefit and other plans that are subject to ERISA or to Section 4975 of the Internal Revenue Code.

Certificates

Certificates issued by a grantor trust that are rated BBB- (or its equivalent) or better will generally be eligible for purchase by or with plan assets of employee benefit and other plans. Certificates issued by a grantor trust that are not rated BBB- (or its equivalent) or better and certificates issued by owner trusts generally will not be eligible for purchase by or with plan assets of employee benefit and other plans.

If you are an employee benefit or other plan, you should review the matters discussed under “ERISA Considerations” before investing in the securities.

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Risk Factors

You should consider the following risk factors in deciding whether to purchase any of the securities. The risk factors stated here and in the prospectus supplement describe the principal risks of an investment in the securities.

You may have difficulty selling your securities or obtaining your desired sale price	There may be no secondary market for the securities. Underwriters may participate in making a secondary market in the securities, but are under no obligation to do so. We cannot assure you that a secondary market will develop. In addition, there have been times in the past where there have been very few buyers of asset backed securities and thus there has been a lack of liquidity. There may be a similar lack of liquidity in the future. As a result, you may not be able to sell your securities when you want to do so, or you may not be able to obtain the price that you wish to receive.
The securities are not suitable investments for all investors	The securities are not a suitable investment for any investor that requires a regular or predictable schedule of payments or payment on specific dates. The securities are complex investments that should be considered only by sophisticated investors. We suggest that only investors who, either alone or with their financial, tax and legal advisors, have the expertise to analyze the prepayment, reinvestment and default risks, the tax consequences of an investment and the interaction of these factors should consider investing in the securities.
Interests of other persons in the receivables could reduce the funds available to make payments on your securities	Financing statements under the Uniform Commercial Code will be filed reflecting the sale of the receivables by CarMax Auto to CarMax Funding and by CarMax Funding to the trust. Unless otherwise provided in the related prospectus supplement, CarMax Auto will mark its computer systems, and each of CarMax Auto and CarMax Funding will mark its accounting records, to reflect its sale of the receivables. However, unless otherwise provided in the related prospectus supplement, the servicer will maintain possession of the receivables and will not segregate or mark the receivables as belonging to the trust. Additionally, another person could acquire an interest in a receivable that is superior to the trust’s interest by obtaining physical possession of that receivable without knowledge of the assignment of the receivable to the trust. If another person acquires an interest in a receivable that is superior to the trust’s interest, some or all of the collections on that receivable may not be available to make payment on your securities.

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Interests of other persons in the financed vehicles could reduce the funds available to make payments on your securities	If another person acquires an interest in a vehicle financed by a receivable that is superior to the trust’s security interest in the vehicle, some or all of the proceeds from the sale of the vehicle may not be available to make payments on the securities.
	The trust’s security interest in the financed vehicles could be impaired for one or more of the following reasons:
	•       CarMax Auto or CarMax Funding might fail to perfect its security interest in a financed vehicle;
	•       another person may acquire an interest in a financed vehicle that is superior to the trust’s security interest through fraud, forgery, negligence or error because the servicer will not amend the certificates of title to the financed vehicles to identify the trust as the new secured party;
	•       the trust may not have a security interest in the financed vehicles in certain states because the certificates of title to the financed vehicles will not be amended to reflect assignment of the security interest to the trust;
	•       holders of some types of liens, such as tax liens or mechanics’ liens, may have priority over the trust’s security interest; and
	•       the trust may lose its security interest in vehicles confiscated by the government.
	CarMax Funding will be obligated to repurchase from the trust any receivable as to which a perfected security interest in favor of CarMax Auto in the related financed vehicle did not exist as of the date such receivable was transferred to the trust. However, CarMax Funding will not be obligated to repurchase a receivable if a perfected security interest in favor of CarMax Funding in the vehicle securing a receivable has not been perfected in the trust or if the security interest in a financed vehicle or the related receivable becomes impaired after the receivable is transferred to the trust. If a trust does not have a perfected security interest in a financed vehicle, its ability to realize on the vehicle following an event of a default under the related receivable may be adversely affected and some or all of the collections on that vehicle may not be available to make payment on your securities.
Consumer protection laws may reduce the funds available to make payments on your securities	Federal and state consumer protection laws impose requirements upon creditors in connection with extensions of credit and collections on

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	retail installment loans and installment sale contracts. Some of these laws make an assignee of the loan or contract, such as a trust, liable to the obligor for any violation by the lender. Any liabilities of the trust under these laws could reduce the funds that the trust would otherwise have to make payments on your securities.
Only the assets of the trust are available to pay your securities	The securities represent interests solely in a trust or indebtedness of a trust and will not be insured or guaranteed by CarMax Auto, CarMax Funding, any of their respective affiliates or, unless otherwise specified in the prospectus supplement, any other person or entity other than the trust. The only source of payment on your securities will be payments received on the receivables and, if and to the extent available, any credit or cash flow enhancement for the trust. Therefore, you must rely solely on the assets of the trust for repayment of your securities. If these assets are insufficient, you may suffer losses on your securities.
Amounts on deposit in any reserve account will be limited and subject to depletion	The amount required to be on deposit in any reserve account will be limited. If the amounts in the reserve account are depleted as amounts are paid out to cover shortfalls in distributions of principal and interest on the securities, the trust will depend solely on collections on the receivables, including amounts recovered in connection with the repossession and sale of financed vehicles that secure defaulted receivables, and any other credit or cash flow enhancement to make payments on your securities. In addition, the minimum required balance in the reserve account may decrease as the outstanding principal balance of the receivables decreases.
Any credit support provided by financial instruments may be insufficient to protect you against losses	Credit support for the securities may be provided through the use of financial instruments like swaps, interest rate caps, other interest rate protection agreements, letters of credit, credit or liquidity facilities, surety bonds, insurance policies regarding payment of the securities, guaranteed investment contracts, repurchase agreements, yield supplement agreements or other agreements with respect to third party payments. Credit support in this form is limited by the credit of the provider of the financial instrument and by its ability to make payments as and when required by the terms of the financial instrument. Any failure of the credit support provider to meet its obligations under the financial instrument could result in losses on the related securities. The terms of any financial instrument providing credit support for the securities may also impose limitations or conditions on when or in what circumstances it may be drawn on. Any form of credit support may apply only to certain classes of securities, may be limited in dollar amount, may be accessible only under some

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	circumstances, and may not provide protection against all risks of loss. The related prospectus supplement will describe the provider of any financial instrument supporting the securities and any conditions, limitations or risks material to the securityholders.
You may suffer losses upon a liquidation of the receivables if the proceeds of the liquidation are less than the amounts due on the outstanding securities	Under certain circumstances described in this prospectus and in the related prospectus supplement, the receivables of a trust may be sold after the occurrence of an event of default under the related indenture. The related securityholders will suffer losses if the trust sells the receivables for less than the total amount due on its securities. We cannot assure you that sufficient funds would be available to repay those securityholders in full.
Subordination of certain securities may reduce payments to those securities	To the extent specified in the related prospectus supplement, the rights of the holders of a class of securities to receive payments of interest and principal may be subordinated to the rights of the holders of one or more other classes of securities to receive such payments. Subordination may take one or more of the following forms:
	•      interest payments on any distribution date on which interest is due may first be made to the more senior classes;
	•      principal payments on the subordinated classes might not begin until principal of the more senior classes is repaid in full;
	•      principal payments on the more senior classes may be made on a distribution date before interest payments on the subordinated classes are made; and
	•      if the trustee sells the receivables, the net proceeds of that sale may be allocated first to pay principal and interest on the more senior classes.
	The timing and priority of payment, seniority, allocations of losses and method of determining payments on the respective classes of securities of any trust will be described in the related prospectus supplement.

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Prepayments on the receivables may adversely affect the average life of and rate of return on your
securities	You may not be able to reinvest the principal repaid to you at a rate of return that is equal to or greater than the rate of return on your securities. Faster than expected prepayments on the receivables may cause the trust to make payments on its securities earlier than expected. We cannot predict the effect of prepayments on the average life of your securities. All receivables, by their terms, may be prepaid at any time. Prepayments include:
	•       prepayments in whole or in part by the obligor;
	•       liquidations due to default;
	•       partial payments with proceeds from physical damage, credit life and disability insurance policies;
	•       required purchases of receivables by the servicer or repurchases of receivables by CarMax Funding for specified breaches of their representations, warranties or covenants; and
	•       an optional repurchase of a trust’s receivables by the servicer when their aggregate principal balance is 10% or less of the initial aggregate principal balance, or under such other circumstances as may be specified in the related prospectus supplement.
	A variety of economic, social and other factors will influence the rate of optional prepayments on the receivables and defaults.
	As a result of prepayments, the final payment of each class of securities is expected to occur prior to the final scheduled distribution date specified in the related prospectus supplement. If sufficient funds are not available to pay any class of securities in full on its final scheduled distribution date, an event of default will occur and final payment of that class of securities may occur later than scheduled.
	For more information regarding the timing of repayments of the securities, see “Maturity and Prepayment Considerations” in this prospectus.
You may suffer a loss on your securities if the servicer commingles collections on the receivables with its own funds	To the extent specified in the related prospectus supplement, the servicer will be permitted to hold collections it receives from obligors on the receivables and the purchase price of receivables required to be repurchased from the trust until the day prior to the date on which the related distributions are made on the securities. During this time, the servicer may invest those amounts at its own risk and for its own

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	benefit and need not segregate them from its own funds. If the servicer is unable to pay these amounts to the trust on the distribution date, you might incur a loss on your securities.
	For more information about the servicer’s obligations regarding payments on the receivables, see “Description of the Receivables Transfer and Servicing Agreements—Collections” in this prospectus.
The effective yield on your securities will be less than the stated interest rates applicable to your securities due to delays in payment	The effective yields on your securities will be less than the yields otherwise produced by the interest rates applicable to your securities because the distribution of principal and interest that accrued on the underlying receivables in respect of any collection period will not be made until the related distribution date, which will not be earlier than the 15th day of the following month.
The senior class of securities controls removal of the servicer upon a default on its servicing obligations	Generally, unless otherwise specified in the related prospectus supplement, the holders of a majority of a trust’s senior class of securities, or the applicable trustee acting on their behalf, can remove the servicer if the servicer:
	•       does not deliver to the applicable trustee the available funds for application to a required payment after a grace period after notice or discovery:
	•       defaults on a servicing obligation which materially and adversely affects the trust after a grace period after notice; or
	•       initiates or becomes the subject of certain insolvency proceedings.
	Those holders may also waive a default by the servicer. The holders of any subordinate class of securities may not have any rights to participate in such determinations for so long as any of the more senior classes are outstanding, and the subordinate classes of securities may be adversely affected by determinations made by the more senior classes.
	For more information regarding control by the senior class of securities, see “Description of the Receivables Transfer and Servicing Agreements—Events of Servicing Termination” in this prospectus.

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Resignation or termination of CarMax Auto as servicer could result in delays in payment
or losses on your securities	If CarMax Auto were to resign or be terminated as servicer, the processing of payments on the receivables and information relating to collections could be delayed, which could delay payments on your securities. In addition, if CarMax Auto were to resign or be terminated as servicer and there were a material interruption in collection activities, the collection rate on the receivables could decline, which could result in losses on your securities. CarMax Auto may resign as servicer under certain limited circumstances and may be terminated as servicer if it defaults on its servicing obligations.
	For more information about resignation or termination of the servicer, see “Description of the Receivables Transfer and Servicing Agreements—Certain Matters Regarding the Servicer” and “—Events of Servicing Termination” in this prospectus..
Bankruptcy of CarMax Auto could result in delays in payment or losses on your securities	If CarMax Auto were to become the subject of a bankruptcy proceeding, you could experience losses or delays in payment on your securities. CarMax Auto will sell the receivables to CarMax Funding, and CarMax Funding will sell the receivables to the trust. However, if CarMax Auto is the subject of a bankruptcy proceeding, the court in the bankruptcy proceeding could conclude that the sale of the receivables by CarMax Auto to CarMax Funding was not a true sale for bankruptcy purposes and that CarMax Auto still owns the receivables. The court also could conclude that CarMax Auto and CarMax Funding should be consolidated for bankruptcy purposes. If the court were to reach either of these conclusions, you could experience losses or delays in payments on your securities because:
	•       the indenture trustee will not be able to exercise remedies against CarMax Auto on your behalf without permission from the court;
	•       the court may require the indenture trustee to accept property in exchange for the receivables that is of less value than the receivables;
	•       tax or other government liens on CarMax Auto property that arose before the transfer of the receivables to the trust will be paid from the collections on the receivables before the collections are used to make payments on your securities; and
	•       the indenture trustee may not have a perfected security interest in one or more of the vehicles securing the receivables or cash collections held by CarMax Auto at the

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	time that a bankruptcy proceeding begins.
	CarMax Auto and CarMax Funding have taken steps in structuring the transactions described in this prospectus to minimize the risk that a court would conclude that the sale of the receivables to CarMax Funding was not a “true sale” or that CarMax Auto and CarMax Funding should be consolidated for bankruptcy purposes.
	For more information regarding bankruptcy considerations, see “Some Important Legal Aspects of the Receivables—Certain Bankruptcy Considerations” in this prospectus.
Ratings of the securities are limited and may be reduced or
withdrawn	At the initial issuance of the securities of a trust, at least one nationally recognized statistical rating organization will rate the offered securities in one of the four highest rating categories or in the categories otherwise specified in the related prospectus supplement. A rating is not a recommendation to purchase, hold or sell securities, and it does not comment as to market price or suitability for a particular investor. The ratings of the offered securities address the likelihood of the payment of principal and interest on the securities according to their terms. We cannot assure you that a rating will remain for any given period of time or that a rating agency will not lower or withdraw its rating if, in its judgment, circumstances in the future so warrant. A reduction or withdrawal of an offered security’s rating would adversely affect its value.
Terrorist attacks and conflicts involving the United States military could result in delays in payment or losses on your
securities	Any effect that the terrorist attacks on the World Trade Center and on the Pentagon in the United States on September 11, 2001, the conflict in and occupation of Iraq and the rising tensions in other regions such as Korea may have on the performance of the receivables is unclear, but there could be an adverse effect on general economic conditions, consumer confidence and general market liquidity. Investors should consider the possible effects on delinquency, default and prepayment experience of the receivables. In particular, under the Soldiers’ and Sailors’ Civil Relief Act of 1940, members of the military on active duty, including reservists, who have entered into an obligation, such as a retail installment sale contract or installment loan for the purchase of a vehicle, before entering into military service may be entitled to reductions in interest rates to 6% and a stay of foreclosure and similar actions. In addition, pursuant to the laws of various states, under certain circumstances residents thereof called into active duty with the National Guard or the reserves can apply to a court to delay payments on retail installment sale contracts or installment loans such as the receivables. No information can be provided as to the number of receivables that may be affected. If an obligor’s obligation to repay a

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	receivable is reduced, adjusted or extended, the servicer will not be required to advance such amounts. Any resulting shortfalls in interest or principal will reduce the amount available for distribution on the securities.
	For more information regarding the effect of the Soldiers’ and Sailors’ Civil Relief Act of 1940, see “Material Legal Issues Relating to the Receivables—Consumer Protection Laws” and “—Other Matters” in this prospectus.
The securities will not be listed on an exchange and this may make it difficult for you to sell your securities or to obtain your desired price	The trust will not apply to list the securities on an exchange or quote them in the automated quotation system of a registered securities association. The liquidity of the securities will therefore likely be less than what it would be in the event that they were so listed or quoted, and there may be no secondary market for the securities. As a result, you may not be able to sell your securities when you want to do so, or you may not be able to obtain the price that you wish to receive.
	See “Risk Factors—You may have difficulty selling your securities or obtaining your desired sale price” in this prospectus.

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Capitalized terms used in this prospectus are defined in the Glossary of Terms beginning on page 87.

The Trusts

The Seller will establish a separate Delaware statutory trust or common law trust to issue each series of notes and/or certificates. Each trust will be established for the transactions described in this prospectus and in the related prospectus supplement. If a trust is a grantor trust for federal income tax purposes, the related prospectus supplement will so state.

The terms of each series of notes or certificates issued by each trust and additional information concerning the assets of each trust and any applicable credit or cash flow enhancement will be set forth in a prospectus supplement.

The Trust Property

The property of each trust will include a pool of motor vehicle retail installment sale contracts or motor vehicle retail installment loans originated by CarMax Auto or an affiliate of CarMax Auto, which contracts or loans will be secured by security interests in Financed Vehicles consisting of new and used motor vehicles, and, except as otherwise set forth in the related prospectus supplement, all payments received under such contracts or loans after the related Cutoff Date. On or prior to the Closing Date for each trust, CarMax Auto will sell the receivables to the Seller and the Seller, in turn, will sell the receivables to the trust.

To the extent provided in the related prospectus supplement, CarMax Auto will sell Subsequent Receivables to the Seller and the Seller, in turn, will sell the Subsequent Receivables to the trust as frequently as daily during the related Funding Period. A trust will purchase any Subsequent Receivables with amounts deposited in a pre-funding account. Up to 50% of the net proceeds from the sale of the securities issued by a trust may be deposited into a pre-funding account for the purchase of Subsequent Receivables. With respect to any trust that is to be treated as a grantor trust for federal income tax purposes, the Funding Period, if any, will not exceed the period of 90 days from and after the Closing Date and, with respect to any other trust, will not exceed the period of one year from and after the Closing Date.

The property of each trust will also include:

• security interests in the related Financed Vehicles;

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

• CarMax Auto’s and the Seller’s rights to certain documents and instruments relating to the receivables;

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

• any credit or cash flow enhancement specified in the prospectus supplement;

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

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

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• any and all proceeds of the above items.

If the trust issues notes, the trust’s rights and benefits with respect to the property of the trust will be assigned to the indenture trustee for the benefit of the noteholders.

If the property of a trust includes motor vehicle retail installment loans, we will provide more specific information about the origination of the loans in the related prospectus supplement. The property of a trust may include a pool of notes secured by receivables and the related Financed Vehicles and all proceeds generated by the receivables and the Financed Vehicles. If the property of a trust includes secured notes, we will provide more specific information about the origination and servicing of the secured notes and the consequences of including secured notes in a trust in the related prospectus supplement.

The Servicer

The Servicer will service the receivables, either directly or through subservicers, held by each trust and will receive fees for its services. To facilitate the servicing of the receivables, each trustee will authorize the Servicer to retain physical possession of the receivables held by each trust and other documents relating thereto as custodian for each trust. Due to administrative burden and expense, the certificates of title for the Financed Vehicles will not be amended to reflect the sale and assignment of the security interests in the Financed Vehicles to each trust. See “Risk Factors—Interests of other persons in the receivables could reduce the funds available to make payments on your securities” and “Description of the Receivables Transfer and Servicing Agreements—Sale and Assignment of Receivables”.

The Trustees

The trustee for each trust and, if notes are issued, the indenture trustee, will be specified in the related prospectus supplement. The liability of each trustee in connection with the issuance and sale of the securities will be limited solely to the express obligations of the trustee set forth in the applicable trust agreement, pooling and servicing agreement or indenture. Except as otherwise provided in the prospectus supplement, a trustee may resign at any time, in which event the administrator of the trust, in the case of a trust agreement, or the Servicer, in case of a pooling and servicing agreement or indenture, will be obligated to appoint a successor trustee. The administrator of each trust may also remove a trustee if:

• the trustee ceases to be eligible to continue as trustee under the applicable trust agreement, pooling and servicing agreement or indenture; or

• the trustee becomes insolvent.

In either of these circumstances, the administrator or the Servicer must appoint a successor trustee. If a trustee resigns or is removed, the resignation or removal and appointment of a successor trustee will not become effective until the successor trustee accepts its appointment.

You will find the addresses of the principal offices of the trust and each trustee in the prospectus supplement.

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The Receivables

Criteria for Selecting the Receivables. The receivables to be held by each trust must satisfy various criteria, including that each receivable:

• is secured by a Financed Vehicle that, as of the Cutoff Date, has not been repossessed without reinstatement;

• was originated in the United States;

• has a fixed or variable interest rate;

• provides for level monthly payments that fully amortize the amount financed over its original term to maturity or provides for a different type of amortization described in the related prospectus supplement; and

• satisfies the other criteria, if any, set forth in the related prospectus supplement.

If so specified in the related prospectus supplement, a trust may include Subsequent Receivables. Subsequent Receivables may be originated using credit criteria different from those which were applied to the receivables transferred to the trust on the related Closing Date and may be of a different credit quality and seasoning. In addition, following the transfer of Subsequent Receivables to the trust, the characteristics of the entire pool of receivables included in the trust may vary significantly from those of the receivables transferred to the trust on the Closing Date. If so specified in the related prospectus supplement, the receivables may include loans made to borrowers whose credit histories show previous financial difficulties or who otherwise have insufficient credit histories to meet the credit standards imposed by most traditional motor vehicle financing sources.

This prospectus and the related prospectus supplement describe CarMax’s underwriting procedures and guidelines, including the type of information reviewed in respect of each applicant, and the Servicer’s servicing procedures, including the steps customarily taken in respect of delinquent receivables and the maintenance of physical damage insurance. See “CarMax”.

No selection procedures believed by CarMax Auto to be adverse to the holders of securities of any series were or will be used in selecting the receivables for each trust. Terms of the receivables included in each trust which are material to investors will be described in the related prospectus supplement.

Simple Interest Receivables. Except as otherwise set forth in the related prospectus supplement, the receivables in each trust will be Simple Interest Receivables. Each monthly installment under a Simple Interest Receivable consists of an amount of interest which is calculated on the basis of the outstanding principal balance multiplied by the stated contract rate and further multiplied by the period elapsed (as a fraction of a calendar year) since the last payment of interest was made. As payments are received under a Simple Interest Receivable, the amount received is applied first, to interest accrued to the date of payment, then to any applicable late charges, then to principal due on the date of payment, then to any other fees due under the receivable and then to reduce further the outstanding principal balance of the receivable. Accordingly, if an obligor on a Simple Interest Receivable pays a fixed monthly installment before its scheduled due date:

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

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• the portion of the payment applied to reduce the unpaid principal balance will be correspondingly greater.

Conversely, if an obligor pays a fixed monthly installment after its scheduled due date:

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

• the portion of the payment applied to reduce the unpaid principal balance will be correspondingly less.

In either case, the obligor under a Simple Interest Receivable pays fixed monthly installments until the final scheduled payment date, at which time the amount of the final installment is increased or decreased as necessary to repay the then outstanding principal balance. If a Simple Interest Receivable is prepaid, the obligor is required to pay interest only to the date of prepayment.

If the receivables included in a trust are not Simple Interest Receivables, the related prospectus supplement will describe the method of calculating interest on the receivables.

We Will Provide More Specific Information About the Receivables in the Prospectus Supplement. Information with respect to each pool of receivables included in a trust will be set forth in the related prospectus supplement, including, to the extent appropriate:

• the portion of the receivables pool secured by new Financed Vehicles and by used Financed Vehicles;

• the aggregate principal balance of the related receivables;

• the average principal balance of the related receivables and the range of principal balances;

• the number of receivables in the receivables pool;

• the geographic distribution of the receivables in the receivables pool;

• the average original amount financed and the range of original amounts financed;

• the weighted average contract rate of interest and the range of such rates;

• the weighted average original term and the range of original terms;

• the weighted average remaining term and the range of remaining terms;

• the scheduled weighted average life; and

• the distribution by stated contract rate of interest.

Maturity and Prepayment Considerations

The weighted average lives of the securities of any trust will generally be influenced by the rate at which the principal balances of the receivables held by the trust are paid, which payment may be in the

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form of scheduled amortization or prepayments. “Prepayments” for these purposes includes the following circumstances:

• prepayments by obligors, who may repay at any time without penalty;

• the Seller may be required to repurchase a receivable sold to the trust if certain breaches of representations and warranties occur and the receivable is materially and adversely affected by the breach;

• the Servicer may be obligated to purchase a receivable from the trust if certain breaches of covenants occur or if the Servicer extends or modifies the terms of a receivable beyond the Collection Period preceding the final scheduled Distribution Date for the securities specified in the related prospectus supplement;

• partial prepayments, including those related to rebates of extended warranty contract costs and insurance premiums;

• liquidations of the receivables due to default; and

• partial prepayments from proceeds from physical damage, credit life and disability insurance policies.

In light of the above considerations, we cannot assure you as to the amount of principal payments to be made on the securities of a trust on each Distribution Date since that amount will depend, in part, on the amount of principal collected on the trust’s receivables during the applicable Collection Period. Any reinvestment risks resulting from a faster or slower incidence of prepayment of receivables will be borne entirely by the securityholders. The related prospectus supplement may set forth certain additional information with respect to the maturity and prepayment considerations applicable to the receivables and the securities of the trust.

The rate of prepayments on the receivables may be influenced by a variety of economic, social and other factors, including the fact that an obligor may not sell or transfer its Financed Vehicle without CarMax Auto’s consent. These factors may also include unemployment, servicing decisions, seasoning of receivables, destruction of vehicles by accident, sales of vehicles and market interest rates. A predominant factor affecting the prepayment of a large group of receivables is the difference between the interest rates on the receivables and prevailing market interest rates. If the prevailing market interest rates were to fall significantly below the interest rates borne by the receivables, the rate of prepayments and refinancings would be expected to increase. Conversely, if the prevailing market interest rates were to increase significantly above the interest rates borne by the receivables, the rate of prepayments and refinancings would be expected to decrease.

The related prospectus supplement may set forth certain additional information with respect to the maturity and prepayment considerations applicable to the receivables and the securities of the trust.

Pool Factors and Trading Information

The Servicer will provide to you in each report which it delivers to you a factor which you can use to compute your portion of the principal amount outstanding on the notes or certificates.

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General

Calculation of the Factor For Your Class of Securities. The Servicer will compute a separate factor for each class of notes and certificates issued. The factor for each class of securities will be a seven-digit decimal which the Servicer will compute prior to each distribution with respect to the related class of notes or certificates indicating the remaining outstanding principal amount of that class of securities, as of the applicable Distribution Date. The Servicer will compute the factor after giving effect to payments to be made on such Distribution Date, as a fraction of the initial outstanding principal amount of the related class of notes or certificates.

Your Portion of the Outstanding Amount of the Securities. For each security you own, your portion of that class of notes or certificates, as applicable, will be the product of:

• the original denomination of your security; and

• the factor relating to your class of securities computed by the Servicer in the manner described above.

The Pool Factors Will Decline as the Trust Makes Payments on the Securities

The factor for each class of notes and certificates, if any, will initially be 1.0000000. The factors will then decline to reflect reductions, as applicable, in:

• the outstanding principal balance of the applicable class of notes; or

• the outstanding principal balance of the applicable class of certificates.

These amounts will be reduced over time as a result of scheduled payments, prepayments, purchases of the receivables by the Seller or the Servicer and liquidations of the receivables.

Additional Information

The noteholders and the certificateholders, as applicable, will receive reports on or about each Distribution Date concerning:

• with respect to the Collection Period immediately preceding such Distribution Date, payments received on the related receivables, the outstanding principal balance of the related receivables, factors for each related class of notes and certificates, as applicable, and various other items of information; and

• with respect to the second Collection Period preceding such Distribution Date, as applicable, amounts allocated or distributed on the preceding Distribution Date and any reconciliation of those amounts with information previously provided by the Servicer.

In addition, securityholders of record during any calendar year will be furnished information for tax reporting purposes not later than the latest date permitted by law. See “Certain Information Regarding the Securities—Reports to Securityholders”.

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Use of Proceeds

Unless the related prospectus supplement provides for other applications, the net proceeds from the sale of the securities of a trust will be applied by the trust:

• to purchase the receivables from the Seller;

• if the trust has a pre-funding account, to make the deposit into that account;

• if the trust has a yield supplement account, to make the deposit into that account;

• if the trust has a reserve account, to make the initial deposit into that account; and

• for any other purposes specified in the prospectus supplement.

The Seller will use that portion of the net proceeds paid to it with respect to any trust to purchase receivables from CarMax Auto and to pay for certain expenses incurred in connection with the purchase of the receivables and the sale of the securities. The trust may also issue certain classes of securities to the Seller in partial payment for the receivables.

The Seller

The Seller was formed in the State of Delaware on August 6, 2003 as a limited liability company. The sole equity member of the Seller is CarMax Auto. The Seller maintains its principal executive offices at 4900 Cox Road, Suite 200, Glen Allen, Virginia 23060. Its telephone number is (804) 935-4512.

The Seller was organized principally for the purpose of purchasing receivables from CarMax Auto in connection with its activities as a subsidiary of CarMax Auto. The Seller has not and will not engage in any activity other than acquiring, owning, holding, selling, transferring, assigning, pledging or otherwise dealing in receivables secured by the Financed Vehicles or originating one or more grantor or owner trusts owning receivables secured by the Financed Vehicles. The Seller anticipates that, as seller, it will acquire receivables to be included in each trust from CarMax Auto in privately negotiated transactions. Neither the Seller nor any of the Seller’s affiliates will insure or guarantee the receivables or the securities of any series.

In structuring these transactions the Seller has taken steps intended to ensure that the voluntary or involuntary application for relief by CarMax Auto under the Bankruptcy Code or similar state laws will not cause the assets and liabilities of the Seller to be consolidated with those of CarMax Auto. See “Material Legal Issues Relating to the Receivables—Certain Bankruptcy Considerations” for more information.

CarMax

General

CarMax is a leading retailer of used and new motor vehicles in the United States. CarMax opened its first store in Richmond, Virginia in September 1993. CarMax Auto was incorporated in Virginia and is a wholly-owned subsidiary of CarMax, Inc. CarMax Auto formerly was an indirect wholly-owned subsidiary of Circuit City Stores, Inc., a leading national retailer of brand-name consumer electronics, personal computers and entertainment software. Circuit City Stores spun-off CarMax to its

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shareholders in a transaction completed on October 1, 2002. CarMax was the first used vehicle retailer to offer a large selection of quality used vehicles at low, fixed prices using a customer-friendly sales process in an attractive, modern sales facility. CarMax has designed a strategy to better serve the market by addressing the major sources of dissatisfaction with traditional used car retailing and to maximize operating efficiencies with sophisticated systems and standardized operating procedures and store formats.

CarMax purchases and sells used motor vehicles at each of its stores and sells new motor vehicles at certain of its stores under franchise agreements with various manufacturers. In addition, CarMax provides its customers with a full range of related products and services, including the financing of vehicle purchases, the sale of extended service contracts and the sale of automotive electronic products. In general, the used motor vehicles offered by CarMax are one to six years old with fewer than 60,000 miles. Each store also offers a limited selection of used motor vehicles that are more than six years old or have more than 60,000 miles. All used vehicles are thoroughly reconditioned to meet high mechanical, electrical, safety and cosmetic standards and must pass a comprehensive inspection before being offered for sale. All inspections are performed by qualified service technicians, most of whom are certified by the National Institute for Automotive Service Excellence.

CarMax acquires a significant portion of its used-vehicle inventory through its appraisal process in which it appraises and makes an offer to purchase any properly documented vehicle from the public. CarMax also acquires a significant portion of its used vehicles through auctions and, to a lesser extent, directly from other sources, including wholesalers, dealers and fleet owners. The CarMax management information system includes a database that is the central feature of CarMax’s inventory management and control system. This system tracks each vehicle throughout the sales process. Using the information provided by this system and applying sophisticated statistical modeling techniques enable CarMax to optimize its inventory mix and display by store, anticipate future inventory needs at each store, evaluate sales consultant performance and refine its vehicle pricing strategy. CarMax maintains strict inventory aging policies under which it disposes of any vehicle that has not been sold at retail within specified periods.

CarMax is not a party to any legal proceeding that could reasonably be expected to have a material impact on the trust or the interests of the noteholders or the certificateholders, if any.

Certain information concerning CarMax Auto’s experience with respect to its portfolio of receivables, including previously sold receivables which CarMax Auto continues to service, will be set forth in each prospectus supplement. We cannot assure you that the delinquency, repossession and net loss experience on any pool of receivables transferred to a trust will be comparable to that information.

CarMax Auto Finance

CarMax offers on-site financing to its customers through CarMax Auto Finance (formerly known as First North American Credit), the financing unit of CarMax Auto, and through third parties. CarMax began offering on-site financing to its customers through CarMax Auto Finance in September 1993 and currently originates installment sale contracts at all of its stores.

Underwriting Procedures

CarMax Auto Finance credit applications are accepted at all CarMax locations. Each application requires that the applicant provide current information regarding his or her employment history, bank accounts, income, debts, credit references and other factors that are relevant to an assessment of creditworthiness. This information is entered into a local terminal and transmitted electronically to

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CarMax Auto Finance for review. In addition, CarMax Auto Finance obtains one or more credit reports from major credit reporting agencies summarizing each applicant’s credit history and payment habits, including such items as open accounts, delinquent payments, bankruptcies, repossessions, lawsuits and judgments. CarMax Auto Finance uses credit scoring models developed by Fair Isaac & Co. to assess objectively an applicant’s creditworthiness and to help CarMax Auto Finance quantify credit risk and implement risk-adjusted pricing. The credit scoring models are statistically derived from prior credit granting experience and analyze predictive information from the credit applications and credit bureau reports to generate a numerical credit score for each applicant. This numerical credit score indicates the risk associated with extending credit to the applicant.

The majority of all credit applications are accepted or declined automatically. If an applicant meets the minimum credit score requirements using the credit scoring models, the related application is immediately approved. If the applicant does not meet these requirements, the related application is declined. The credit scoring models are also used to identify irregularities in an application or credit file. If CarMax Auto Finance receives an application deemed to be irregular or incomplete or an applicant requests that an application be manually reviewed, that application will be reviewed by an experienced credit underwriter. CarMax Auto Finance’s credit underwriters manually approve or decline applications in accordance with credit policies established by senior management.

Each installment sale contract originated by CarMax in connection with the sale of a new or used motor vehicle is secured by that vehicle. The maximum loan amount for each financed vehicle is determined based upon the creditworthiness of the related obligor and is 125% of the selling price of the financed vehicle, including sales tax, license fees and title fees. In most cases, the selling price does not exceed the manufacturer’s suggested retail price, in the case of a new vehicle, or the “average blue book value” published by Kelley Blue Book Co., a standard reference source for dealers in used cars, in the case of a used vehicle. The amount financed is often less than the maximum loan amount, depending upon the credit needs of the obligor. Furthermore, in each case where the amount financed exceeds the value of the related financed vehicle, CarMax Auto Finance has determined that the creditworthiness of the related obligor supports the additional loan amount. CarMax Auto Finance also finances service and extended warranty contracts purchased with respect to financed vehicles.

CarMax Auto Finance believes that the resale value of a new vehicle purchased by an obligor will decline below the manufacturer’s suggested retail price and, in some cases, may decline for a period of time below the principal balance outstanding on the related installment sale contract. CarMax Auto Finance also believes that the resale value of a used vehicle purchased by an obligor will decline, but believes that the amount of the decline, expressed as a percentage of the resale value of the vehicle at the time of purchase, will be less than the amount of the decline, expressed as a percentage of the manufacturer’s suggested retail price, in the resale value of a new vehicle. CarMax Auto Finance regularly reviews the quality of its installment sale contracts and periodically conducts quality audits to ensure compliance with its established policies and procedures.

Collection Procedures

CarMax Auto Finance measures delinquencies by the number of days elapsed from the date a payment is due under an installment sale contract. CarMax Auto Finance considers a receivable to be delinquent when the related obligor fails to make a scheduled payment on or before the related due date. If a partial payment is received that is less than the regular monthly payment by more than a nominal amount determined by senior management and that deficiency is not cured on or before the related due date, the account will be considered delinquent. CarMax Auto Finance mails a computer-generated delinquency notice to each delinquent obligor before the related receivable becomes 12 days delinquent.

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CarMax Auto Finance also uses an automated delinquency monitoring system, which assigns delinquent receivables to different categories of collection priority based on the number of days of delinquency.

CarMax Auto Finance manages its delinquencies using software that offers the ability to alter collections strategy according to individual account behavior and historical performance. Account risk is determined through an analysis of behavioral factors, such as credit risk at the initiation of the loan, the number of payments made, the level of historical delinquency and the number of times the obligor has failed to keep payment arrangements. CarMax Auto Finance reviews its collections strategy on a daily basis and uses optimization techniques to evaluate its collections strategy.

CarMax Auto Finance’s collection efforts are divided into specific areas depending upon the level of delinquency. Accounts that are fewer than 30 days past due are assigned to the Early Collections Group. The collectors in this group attempt to contact delinquent obligors by telephone or letter based on the level of delinquency and the history of the account. In addition, CarMax Auto Finance’s customer service representatives are trained to handle accounts that are fewer than 30 days past due when receiving incoming calls. Accounts that reach a level of delinquency of greater than 30 days past due are assigned to the Late Collections Group, where they are reviewed by senior-level collectors who analyze each account to determine collateral risk. If a collector is unable to confirm payment on an account and determines that the collateral securing the account is at risk, the collector will recommend repossession of the related vehicle. All repossession recommendations must be reviewed and accepted by a member of management before being forwarded to the repossession department in the Specialty Collections Group.

Once a vehicle is in CarMax Auto Finance’s possession, the related obligor has a redemption period during which he may redeem the vehicle by paying off the related receivable in full or by paying off all past due amounts. In either case, the obligor is also required to pay to CarMax Auto Finance the reasonable expenses incurred by CarMax Auto Finance in repossessing, holding and preparing the financed vehicle for disposition and arranging for its sale. In those states in which the UCC governs the redemption of financed vehicles, the obligor must be given reasonable notice of the date, time and place of any proposed public sale of a repossessed vehicle, or the date after which any proposed private sale of a repossessed vehicle may be held, and may redeem the vehicle at any time prior to sale. In most states in which laws other than the UCC govern the redemption of financed vehicles, the obligor must be given a specified period of time, usually between 10 and 30 days, to redeem a repossessed vehicle. At the conclusion of the redemption period, CarMax Auto Finance sells the vehicle and any remaining principal balance is charged off. All repossession activities are carried out in accordance with applicable state law and related procedures adopted by CarMax Auto Finance. Other departments in the Specialty Collections Group include recovery collections, remarketing, skip tracing, legal and bankruptcy.

In general, CarMax Auto Finance charges off a receivable on the earliest of:

• the last business day of the month during which any payment, or any part of any payment, due under the receivable becomes 120 days or more delinquent, whether or not CarMax Auto Finance has repossessed the motor vehicle securing the receivable;

• if CarMax Auto Finance has repossessed the motor vehicle securing the receivable, the last business day of the month during which the motor vehicle is liquidated; and

• the last business day of the month during which CarMax Auto Finance determines in accordance with its customary practices that the receivable is uncollectible.

CarMax Auto Finance may extend the due date for a current or past due payment for up to 30 days if the related installment sale contract has been in existence for at least six

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months and at least six monthly payments have been made. CarMax Auto Finance will only extend the due date for a payment if, after giving effect to such extension and to any payments made or any other extension granted in connection therewith, the related contract will be returned to current status. The total number of extensions an obligor may receive equals the number of years in the original term of the related installment sale contract, except that no more than two extensions will be granted during any 12-month period. In general, if an installment sale contract has been confirmed or reaffirmed in a bankruptcy proceeding and the related obligor has thereafter made three consecutive monthly payments, CarMax Auto Finance will return the contract to current status. All exceptions to the extension policy must be approved by CarMax Auto Finance’s senior management.

Physical Damage Insurance

In general, each installment sale contract requires the related obligor to obtain physical damage insurance covering loss or damage to the related financed vehicle. There can be no assurances, however, that each Financed Vehicle will at all times be covered by physical damage insurance.

Principal Documents

In general, the operations of a trust will be governed by the following documents:

If the trust issues notes:

Document	Parties	Primary Purposes
Trust agreement	Trustee and the Seller	Creates the trust
		Provides for issuance of certificates, if any, and payments to certificateholders, if any
		Establishes rights and duties of the trustee
		Establishes rights of certificateholders, if any
Indenture	Trust, as issuer of the notes, and indenture trustee	Provides for issuance of the notes, the terms of the notes and payments to noteholders
		Establishes rights and duties of the indenture trustee
		Establishes rights of noteholders
Receivables purchase agreement	CarMax Auto and the Seller	Effects sale of receivables to the Seller
		Contains representations and warranties of CarMax Auto concerning the receivables

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Document	Parties	Primary Purposes
Sale and servicing agreement	Trust, the Seller and the Servicer	Effects sale of receivables to the trust
		Contains representations and warranties of the Seller concerning the receivables
		Contains servicing obligations of the Servicer
		Provides for compensation to the Servicer
		Directs how cash flow will be applied to expenses of the trust and payments on its securities

If the trust is a grantor trust:

Document	Parties	Primary Purposes
Receivables purchase agreement	CarMax Auto and the Seller	Effects sale of receivables to the Seller
		Contains representations and warranties of CarMax Auto concerning the receivables
Pooling and servicing agreement	Trustee, the Seller and the Servicer	Creates the trust
		Effects sale of receivables to the trust
		Contains representations and warranties of the Seller concerning the receivables
		Contains servicing obligations of the Servicer
		Provides for compensation to the Servicer
		Provides for issuance of certificates and payments to certificateholders

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Document	Parties	Primary Purposes
		Directs how cash flow will be applied to expenses of the trust and payments to certificateholders
		Establishes rights and duties of the trustee
		Establishes rights of certificateholders

The material terms of these documents are described throughout this prospectus and in the related prospectus supplement. Each prospectus supplement for a series will describe any material provisions of these documents as used in the related series that differ in a material way from the provisions described in this prospectus.

A form of each of these principal documents has been filed as an exhibit to the registration statement of which this prospectus forms a part. The summaries of the principal documents in this prospectus do not purport to be complete and are subject to, and are qualified in their entirety by reference to, all the provisions of those principal documents.

Certain Information Regarding the Securities

General

The prospectus supplement will describe:

• the timing, amount and priority of payments of principal and interest on each class of securities;

• the interest rate for each class of securities or the formula for determining the interest rate;

• the method for determining the amount of principal payments on each class of securities;

• the priority of the application of the trust’s available funds to its expenses and payments on its securities; and

• the method for allocating losses among each class of securities.

The rights of any class of securities to receive payments may be senior or subordinate to other classes of securities. A security may be entitled to:

• principal payments with disproportionate, nominal or no interest payments;

• interest payments with disproportionate, nominal or no principal payments; or

• residual cash flow remaining after all other classes have been paid.

Each class of securities entitled to receive interest payments may bear interest at a fixed rate of interest or a floating rate of interest as more fully described in this prospectus and in the related

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prospectus supplement. If a class of securities is redeemable, the prospectus supplement will describe when they may be redeemed and at what price. The aggregate initial principal amount of the securities issued by a trust may be greater than, equal to or less than the aggregate initial principal amount of the receivables held by that trust.

Payments of principal and interest on any class of securities will be made on a pro rata basis among all the securityholders of that class. If the amount of funds available to make a payment on a class is less than the required payment, the holders of the securities of that class will receive their pro rata share of the available amount. A series may provide for a liquidity facility or similar arrangement that permits one or more classes of securities to be paid in planned amounts on specified Distribution Dates.

Fixed Rate Securities

Each class of fixed rate securities will bear interest at the applicable per annum interest rate or pass-through rate, as the case may be, specified in the related prospectus supplement. Interest on each class of fixed rate securities may be computed on the basis of a 360-day year of twelve 30-day months or on such other day count basis as is specified in the related prospectus supplement.

Floating Rate Securities

Each class of floating rate securities will bear interest for each applicable interest accrual period described in the prospectus supplement at a rate determined by reference to a base rate of interest, plus or minus the number of basis points specified in the prospectus supplement, if any, or multiplied by the percentage specified in the prospectus supplement, if any, or as otherwise specified in the related prospectus supplement.

The base rate of interest for any floating rate securities will be based on a London interbank offered rate, commercial paper rates, Federal funds rates, United States government treasury securities rates, negotiable certificates of deposit rates or another rate or rates set forth in the related prospectus supplement.

A class of floating rate securities may also have either or both of the following (in each case expressed as a rate per annum):

• a maximum limitation, or ceiling, on the rate at which interest may accrue during any interest accrual period; provided, that the interest rate applicable to any class of floating rate securities will in no event be higher than the maximum rate permitted by applicable law; and

• a minimum limitation, or floor, on the rate at which interest may accrue during any interest accrual period.

Each trust issuing floating rate securities may appoint a calculation agent to calculate interest rates on each class of its floating rate securities. The prospectus supplement will identify the calculation agent, if any, for each class of floating rate securities, which may be either the trustee or indenture trustee with respect to the trust. All determinations of interest by a calculation agent will, in the absence of manifest error, be conclusive for all purposes and binding on the holders of the floating rate securities. All percentages resulting from any calculation of the rate of interest on a floating rate security will be rounded, if necessary, to the nearest 1/100,000 of 1% (.0000001), with five one-millionths of a percentage point rounded upward.

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Book-Entry Registration

The Trusts May Use Book-Entry Registration Instead of Issuing Definitive Securities. Except for the securities, if any, of a trust retained by the Seller, each class of securities offered through this prospectus and the related prospectus supplement may initially be represented by one or more certificates registered in the name of Cede & Co., DTC’s nominee, except as set forth below. The securities will be available for purchase in the denominations specified in the related prospectus supplement and may be available for purchase in book-entry form only. Accordingly, Cede & Co. is expected to be the holder of record of any class of securities issued in book-entry form. If a class of securities is issued in book-entry form, unless and until Definitive Securities are issued under the limited circumstances described in this prospectus or in the related prospectus supplement, you, as an owner of securities, will not be entitled to receive a physical certificate representing your interest in the securities of that class. Beneficial owners will not be recognized by the indenture trustee as “holders”, as such term will be used in the indenture. Beneficial owners will only be permitted to exercise the rights of holders indirectly through DTC and its participants, as further described below.

If a class of securities is issued in book-entry form, all references in this prospectus and in the related prospectus supplement to actions by holders of that class of securities refer to actions taken by DTC upon instructions from its participating organizations and all references in this prospectus and in the related prospectus supplement to distributions, notices, reports and statements to securityholders refer to distributions, notices, reports and statements to DTC or its nominee, as the case may be, as the registered holder of the related securities for distribution to the related securityholders in accordance with DTC’s procedures with respect thereto. The rules applicable to DTC and its participants are on file with the SEC.

The prospectus supplement will specify whether the holders of the notes or certificates of the trust may hold their respective securities as book-entry securities.

To facilitate subsequent transfers, all senior securities deposited by participants with DTC will be registered in the name of Cede & Co., as nominee of DTC. The deposit of senior securities with DTC and their registration in the name of Cede & Co. will not change beneficial ownership. DTC will have no knowledge of the actual beneficial owners, and its records will reflect only the identity of the participants to whose accounts such senior securities are credited, which may or may not be the ultimate owners. Participants and indirect participants will remain responsible for keeping account of their holdings on behalf of their customers.

Conveyance of notices and other communications by DTC to participants, by participants to indirect participants and by participants and indirect participants to owners, will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time.

You may hold your securities through DTC in the United States, Clearstream or the Euroclear System in Europe or in any manner described in the related prospectus supplement. The global securities will be tradeable as home market instruments in both the European and United States domestic markets. Initial settlement and all secondary trades will settle in same-day funds.

Initial Settlement of the Global Securities. All global securities will be held in book-entry form by DTC in the name of Cede & Co. as nominee of DTC. Investors’ interests in the global securities will be represented through financial institutions acting on their behalf as direct and indirect participants in DTC. As a result, Clearstream and Euroclear will hold positions on behalf of their customers or

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participants through their respective depositaries, which in turn will hold the positions in accounts as DTC participants.

Investors electing to hold their global securities through DTC will follow the settlement practices that apply to United States corporate debt obligations. Investor securities custody accounts will be credited with their holdings against payment in same-day funds on the settlement date.

Investors electing to hold their global securities through Clearstream or Euroclear accounts will follow the settlement procedures that apply to conventional eurobonds, except that there will be no temporary global security and no “lock-up” or restricted period. Global securities will be credited to the securities custody accounts on the settlement date against payment in same-day funds.

Except as required by law, none of the administrator, if any, the applicable trustee or the applicable indenture trustee, if any, will have any liability for any aspect of the records relating to payments made on account of beneficial ownership interests of the securities of any trust held by DTC’s nominee, DTC, Clearstream or Euroclear or for maintaining, supervising or reviewing any records relating to the beneficial ownership interests.

Secondary Market Trading of the Global Securities. Since the purchaser determines the place of delivery, it is important to establish at the time of the trade where both the purchaser’s and seller’s accounts are located to ensure that settlement can be made on the desired value date.

Trading Between DTC Participants. Secondary market trading between DTC participants will be settled using the procedures applicable to United States corporate debt obligations in same-day funds.

Trading Between Clearstream Customers and/or Euroclear Participants. Secondary market trading between Clearstream Customers or Euroclear participants will be settled using the procedures applicable to conventional eurobonds in same-day funds.

Trading Between DTC Seller and Clearstream or Euroclear Purchaser. When global securities are to be transferred from the account of a DTC participant to the account of a Clearstream Customer or a Euroclear participant, the purchaser will send instructions to Clearstream or Euroclear through a Clearstream Customer or Euroclear participant at least one business day prior to settlement. Clearstream or Euroclear will instruct the respective depositary, as the case may be, to receive the global securities against payment. Payment will include interest accrued on the global securities from and including the last coupon Distribution Date to and excluding the settlement date. Payment will then be made by the respective depositary to the DTC participant’s account against delivery of the global securities. After settlement has been completed, the global securities will be credited to the respective clearing system and by the clearing system, in accordance with its usual procedures, to the Clearstream Customer’s or Euroclear participant’s account. The global securities credit will appear the next day (European time) and the cash debit will be back-valued to, and the interest on the global securities will accrue from, the value date (which would be the preceding day when settlement occurred in New York). If settlement is not completed on the intended value date (that is, the trade fails), the Clearstream or Euroclear cash debit will be valued instead as of the actual settlement date.

Clearstream Customers and Euroclear participants will need to make available to the respective clearing systems the funds necessary to process same-day funds settlement. The most direct means of doing this is to pre-position funds for settlement, either from cash on hand or existing lines of credit, as they would for any settlement occurring within Clearstream or Euroclear. Under this approach, they may take on credit exposure to Clearstream or Euroclear until the global securities are credited to their accounts one day later.

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As an alternative, if Clearstream or Euroclear has extended a line of credit to them, Clearstream Customers or Euroclear participants can elect not to pre-position funds and allow that credit line to be drawn upon to finance settlement. Under this procedure, Clearstream Customers or Euroclear participants purchasing global securities would incur overdraft charges for one day, assuming they cleared the overdraft when the global securities were credited to their accounts. However, interest on the global securities would accrue from the value date. Therefore, in many cases the investment income on the global securities earned during that one-day period may substantially reduce or offset the amount of any overdraft charges, although this result will depend on each Clearstream Customer’s or Euroclear participant’s particular cost of funds.

Since the settlement is taking place during New York business hours, DTC participants can employ their usual procedures for sending global securities to the respective depositary for the benefit of Clearstream Customers or Euroclear participants. The sale proceeds will be available to the DTC seller on the settlement date. Thus, to the DTC participant a cross-market transaction will settle no differently than a trade between two DTC participants.

Trading Between Clearstream or Euroclear Seller and DTC Purchaser. Due to time zone differences in their favor, Clearstream Customers and Euroclear participants may employ their customary procedures for transactions in which global securities are to be transferred by the respective clearing system, through the respective depositaries, to a DTC participant. The seller will send instructions to Clearstream or Euroclear through a Clearstream Customer or Euroclear participant at least one business day prior to settlement. In these cases, Clearstream or Euroclear will instruct the respective depositaries, as appropriate, to deliver the global securities to the DTC participant’s account against payment. Payment will include interest accrued on the global securities from and including the last coupon Distribution Date to and excluding the settlement date. The payment will then be reflected in the account of the Clearstream Customer or Euroclear participant the following day, and receipt of the cash proceeds in the Clearstream Customer’s or Euroclear participant’s account would be back-valued to the value date, which would be the preceding day, when settlement occurred in New York. Should the Clearstream Customer or Euroclear participant have a line of credit with its respective clearing system and elect to be in debit in anticipation of receipt of the sale proceeds in its account, the back-valuation will extinguish any overdraft charges incurred over that one-day period. If settlement is not completed on the intended value date, that is, the trade fails, receipt of the cash proceeds in the Clearstream Customer’s or Euroclear participant’s account would instead be valued as of the actual settlement date.

Finally, day traders that use Clearstream or Euroclear and that purchase global securities from DTC participants for delivery to Clearstream Customers or Euroclear participants should note that these trades would automatically fail on the sale side unless affirmative action were taken. At least three techniques should be readily available to eliminate this potential problem:

• borrowing through Clearstream or Euroclear for one day (until the purchase side of the day trade is reflected in their Clearstream or Euroclear accounts) in accordance with the clearing system’s customary procedures;

• borrowing the global securities in the United States from a DTC participant no later than one day prior to settlement, which would give the global securities sufficient time to be reflected in their Clearstream or Euroclear account in order to settle the sale side of the trade; or

• staggering the value dates for the buy and sell sides of the trade so that the value date for the purchase from the DTC participant is at least one day prior to the value date for the sale to the Clearstream Customer or Euroclear participant.

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The securityholders who are not participants, either directly or indirectly, but who desire to purchase, sell or otherwise transfer ownership of, or other interest in, securities may do so only through direct or indirect participants. In addition, securityholders will receive all distributions of principal and interest from the indenture trustee or the applicable trustee through the participants who in turn will receive them from DTC. Under a book-entry format, securityholders may experience some delay in their receipt of payments, since the payments will be forwarded by the applicable trustee to DTC’s nominee. DTC will forward the payments to its participants which thereafter will forward them to indirect participants or securityholders. To the extent the related prospectus supplement provides that Book-Entry Securities will be issued, the only “noteholder” or “certificateholder”, as applicable, will be DTC’s nominee. Securityholders will not be recognized by the applicable trustee as “noteholders” or “certificateholders” and securityholders will be permitted to exercise the rights of securityholders only indirectly through DTC and its participants.

Because DTC can only act on behalf of participants, who in turn act on behalf of indirect participants and certain banks, the ability of a securityholder to pledge securities to persons or entities that do not participate in the DTC system, or otherwise take actions with respect to these securities, may be limited due to the lack of a physical certificate for these securities.

Neither DTC nor Cede & Co. will consent or vote with respect to the senior securities. Under its usual procedures, DTC will mail an omnibus proxy to the indenture trustee or the trustee, as the case may be, as soon as possible after each applicable record date for such a consent or vote. The omnibus proxy will assign Cede & Co.’s consenting or voting rights to those participants to whose accounts the related securities will be credited on that record date, identified in a listing attached to the omnibus proxy.

DTC will advise the related administrator of each trust that it will take any action permitted to be taken by a securityholder under the related indenture, trust agreement or pooling and servicing agreement only at the direction of one or more participants to whose accounts with DTC the securities are credited. DTC may take conflicting actions with respect to other undivided interests to the extent that these actions are taken on behalf of participants whose holdings include these undivided interests.

Non-United States holders of global securities will be subject to United States withholding taxes unless these holders meet certain requirements and deliver appropriate United States tax documents to the securities clearing organizations or their participants.

The Depositories. DTC is a limited-purpose trust company organized under the laws of the State of New York, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York UCC, and a “clearing agency” registered under the provisions of Section 17A of the Exchange Act. DTC was created to hold securities for its participants and facilitate the clearance and settlement of securities transactions between participants through electronic book-entries, thereby eliminating the need for physical movement of certificates. Participants include securities brokers and dealers (who may include any of the underwriters of securities of the trust), banks, trust companies and clearing corporations and may include certain other organizations. Indirect access to the DTC system also is available to others such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a participant, either directly or indirectly.

Clearstream is incorporated under the laws of Luxembourg as a professional depository. Clearstream holds securities for its customers and facilitates the clearance and settlement of securities transactions between Clearstream Customers through electronic book-entry changes in accounts of Clearstream Customers, thereby eliminating the need for physical movement of certificates. Transactions may be settled by Clearstream in any of 36 currencies, including United States dollars. Clearstream

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provides to its Clearstream Customers, among other things, services for safekeeping, administration, clearance and settlement of internationally traded securities and securities lending and borrowing. Clearstream interfaces with domestic markets in several countries. As a professional depository, Clearstream is subject to regulation by the Luxembourg Monetary Institute. Clearstream Customers are recognized financial institutions around the world, including underwriters, securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations and may include any of the underwriters of any trust securities. Indirect access to Clearstream is also available to others, such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Clearstream Customer, either directly or indirectly.

Euroclear was created in 1968 to hold securities for its participants and to clear and settle transactions between Euroclear participants through simultaneous electronic book-entry delivery against payment, thereby eliminating the need for physical movement of certificates and the risk from transfers of securities and cash that are not simultaneous.

The Euroclear system has subsequently been extended to clear and settle transactions between Euroclear participants and counterparties both in Clearstream and in many domestic securities markets. Transactions may be settled in any of 34 currencies. In addition to safekeeping and securities clearance and settlement, the Euroclear system includes securities lending and borrowing and money transfer services. The Euroclear system is operated by Euroclear Bank, S.A./N.V., acting as the Euroclear operator. The Euroclear operator has a banking license from the Belgian Banking and Finance Commission. As such, it is regulated and examined by the Belgian Banking and Finance Commission.

All operations are conducted by the Euroclear operator and all Euroclear securities clearance accounts and cash accounts are accounts with the Euroclear operator. They are governed by the Terms and Conditions Governing Use of Euroclear and the related Operating Procedures of the Euroclear system and applicable Belgian law. These govern all transfers of securities and cash, both within the Euroclear system, and receipts and withdrawals of securities and cash. All securities in the Euroclear system are held on a fungible basis without attribution of specific certificates to specific securities clearance accounts.

Euroclear participants include banks, securities brokers and dealers and other professional financial intermediaries and may include any of the underwriters of any trust securities. Indirect access to the Euroclear system is also available to other firms that clear through or maintain a custodial relationship with a Euroclear participant, either directly or indirectly. The Euroclear operator acts under the Terms and Conditions, the Operating Procedures of the Euroclear system and Belgian law only on behalf of Euroclear participants and has no record of or relationship with persons holding through Euroclear participants.

Definitive Securities

With respect to any class of notes and any class of certificates issued in book-entry form, such notes or certificates will be issued in fully registered, certificated form to noteholders or certificateholders, as applicable, or their respective nominees, rather than to DTC or its nominee, only if:

• the administrator of the trust or the trustee of the trust determines that DTC is no longer willing or able to discharge properly its responsibilities as Depository with respect to the securities and the administrator or the seller, as the case may be, is unable to locate a qualified successor and so notifies the trustee in writing;

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• the administrator or the seller, as the case may be, at its option, elects to terminate the book-entry system through DTC; or

• after the occurrence of an Event of Default or an Event of Servicing Termination, holders representing not less than 51% of the outstanding principal amount of the notes or the certificates, as the case may be, of such class advise the indenture trustee or the trustee through DTC in writing that the continuation of a book-entry system through DTC, or a successor thereto, with respect to the notes or certificates is no longer in the best interest of the holders of the securities.

Upon the occurrence of any event described in the immediately preceding paragraph, the indenture trustee or the trustee will be required to notify all applicable securityholders of a given class through participants of the availability of Definitive Securities. Upon surrender by DTC of the Definitive Securities representing the corresponding securities and receipt of instructions for re-registration, the indenture trustee or the trustee will reissue the securities as Definitive Securities to the securityholders.

Distributions of principal of, and interest on, the Definitive Securities will thereafter be made by the indenture trustee or the trustee in accordance with the procedures set forth in the related indenture or the related trust agreement directly to holders of Definitive Securities in whose names the Definitive Securities were registered at the close of business on the Record Date specified for such securities in the related prospectus supplement. Unless otherwise specified in the related prospectus supplement, the distributions will be made by check mailed to the address of the holder as it appears on the register maintained by the indenture trustee or trustee. The final payment on any Definitive Security, however, will be made only upon presentation and surrender of the Definitive Security at the office or agency specified in the notice of final distribution to the applicable securityholders.

Definitive Securities will be transferable and exchangeable at the offices of the indenture trustee or the trustee or of a registrar named in a notice delivered to holders of Definitive Securities. No service charge will be imposed for any registration of transfer or exchange, but the indenture trustee or the trustee may require payment of a sum sufficient to cover any tax or other governmental charge imposed in connection therewith.

Reports to Securityholders

On or prior to each Distribution Date, the Servicer or the administrator will prepare and provide to the related indenture trustee and/or trustee a statement to be delivered to the securityholders on such Distribution Date. Each statement to be delivered to the securityholders on a Distribution Date will include, to the extent applicable to those securityholders, the following information, and any other information so specified in the prospectus supplement, with respect to such Distribution Date or the period since the previous Distribution Date, as applicable:

(1) the amount of the distribution allocable to principal of each class of securities;

(2) the amount of the distribution allocable to interest on or with respect to each class of securities;

(3) the amount of the distribution allocable to draws from any reserve account or payments in respect of any other credit or cash flow enhancement arrangement;

(4) the aggregate outstanding principal balance of the receivables in the trust as of the close of business on the last day of the related Collection Period;

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(5) any credit enhancement amount;

(6) the aggregate outstanding principal balance and the appropriate factor for each class of notes, and the aggregate outstanding principal balance and the appropriate factor for each class of certificates, if any, each after giving effect to all payments reported under clause (1) above on that date;

(7) the amount of the servicing fee paid to the Servicer and the amount of any unpaid servicing fee with respect to the related Collection Period or any prior Collection Period, as the case may be;

(8) the amount of the aggregate losses realized on the receivables during the related Collection Period, calculated as described in the related prospectus supplement;

(9) previously due and unpaid interest payments, plus interest accrued on such unpaid interest to the extent permitted by law, if any, on each class of securities, and the change in these amounts from the preceding statement;

(10) previously due and unpaid principal payments, plus interest accrued on such unpaid principal to the extent permitted by law, if any, on each class of securities, and the change in these amounts from the preceding statement;

(11) the aggregate amount to be paid in respect of receivables, if any, repurchased in respect of the related Collection Period;

(12) the balance of any reserve account, if any, on that date, after giving effect to changes on that date;

(13) the amount of advances to be made by the Servicer in respect of the related Collection Period;

(14) for each Distribution Date during any Funding Period, the amount remaining in the pre-funding account;

(15) for the first Distribution Date that is on or immediately following the end of any Funding Period, the amount remaining in the pre-funding account that has not been used to fund the purchase of Subsequent Receivables and is being passed through as payments of principal on the securities of the trust; and

(16) the amount of any cumulative shortfall between payments due in respect of any credit or cash flow enhancement arrangement and payments received in respect of the credit or cash flow enhancement arrangement, and the change in any shortfall from the preceding statement.

Each amount set forth under clauses (1), (2), (7), (9) and (10) with respect to the notes or the certificates, if any, of any trust will be expressed as a dollar amount per $1,000 of the initial principal amount of such securities.

Within the prescribed period of time for federal income tax reporting purposes after the end of each calendar year during the term of each trust, the applicable trustee will mail to each person who at any time during such calendar year was a securityholder and received any payment with respect to the trust a

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statement containing certain information for the purposes of the securityholder’s preparation of federal income tax returns. See “Material Federal Income Tax Consequences”.

Securities Owned by the Trust, the Seller, the Servicer or their Affiliates

In general, except as otherwise described in the transaction documents relating to a series of securities issued by a trust, any securities owned by the trust, the Seller, the Servicer or any of their respective affiliates will be entitled to benefits under such documents equally and proportionately to the benefits afforded other owners of securities, except that such securities will be deemed not to be outstanding for the purpose of determining whether the requisite percentage of securityholders have given any request, demand, authorization, direction, notice, consent or waiver under such documents.

Limitation on Right to Institute Bankruptcy Proceedings

Each trustee and each securityholder, by accepting the related securities or a beneficial interest therein, will covenant that they will not at any time institute against the trust any bankruptcy, reorganization or other proceeding under any federal or state bankruptcy or similar law.

Description of the Indenture

Each trust that issues notes will issue one or more classes of notes under the terms of an indenture between the trust and the related indenture trustee. A form of indenture has been filed as an exhibit to the registration statement of which this prospectus forms a part. This summary describes the material provisions common to the notes of each trust that issues notes. The related prospectus supplement will give you additional information on the material provisions specific to the notes which you are purchasing. This summary does not purport to be complete and is subject to, and is qualified in its entirety by reference to, all the provisions of the notes and the indenture.

Events of Default

Except as otherwise provided in the related prospectus supplement, the following events will constitute “Events of Default” under each indenture:

• a default in the payment of interest on any note of the Controlling Class for five or more business days;

• a default in the payment of principal of any note on the related final scheduled Distribution Date;

• a default in the observance or performance of any other material covenant or agreement of the trust made in the indenture and such default not having been cured for a period of 60 days after written notice thereof has been given to the trust by the Seller or the indenture trustee or to the trust, the Seller and the indenture trustee by the holders of notes evidencing not less than 25% of the aggregate principal amount of the Controlling Class;

• any representation or warranty made by the trust in the indenture or in any certificate delivered pursuant thereto or in connection therewith having been incorrect in any material respect as of the time made and such incorrectness not having been cured for a period of 30 days after written notice thereof has been given to the trust by the Seller or the indenture trustee or to the trust, the Seller and the indenture trustee by the holders of notes evidencing not less than 25% of the aggregate principal amount of the Controlling Class;

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• certain events of bankruptcy, insolvency, receivership or liquidation of the applicable trust or its property as specified in the indenture; and

• any other events set forth in the related prospectus supplement.

The amount of principal due and payable on a class of notes on any Distribution Date prior to the related final scheduled Distribution Date generally will be limited to amounts available to pay principal. Therefore, the failure to pay principal on a class of notes generally will not result in the occurrence of an Event of Default until the final scheduled Distribution Date for that class of notes.

Rights Upon Event of Default

Except as otherwise provided in the related prospectus supplement, if an Event of Default shall have occurred and be continuing with respect to the notes, the indenture trustee or the holders of notes evidencing not less than 51% of the aggregate principal amount of the Controlling Class may declare the notes immediately due and payable. This declaration of acceleration may, under some circumstances, be rescinded by the holders of notes evidencing not less than 51% of the aggregate principal amount of the Controlling Class.

If the notes have been declared immediately due and payable following an Event of Default, the indenture trustee may, or at the direction of the holders of notes evidencing not less than 51% of the aggregate principal amount of the Controlling Class shall, institute proceedings to collect amounts due or foreclose on the trust property, exercise remedies as a secured party, sell the trust property or elect to have the trust maintain possession of the trust property and continue to apply collections on the receivables as if there had been no declaration of acceleration. The indenture trustee is generally prohibited from selling the trust property following an Event of Default unless:

• the holders of all the outstanding notes consent to the sale, excluding the notes held by the Seller, CarMax Auto or any of their affiliates;

• the proceeds of the sale will be sufficient to pay in full the principal of and interest on the outstanding notes; or

• the indenture trustee determines that the trust property will not be sufficient to pay principal of and interest on the notes on an ongoing basis and the indenture trustee obtains the consent of the holders of notes evidencing not less than 66 2/3% of the aggregate principal amount of the Controlling Class.

The indenture trustee may, but need not, obtain and rely upon an opinion of an independent accountant or investment banking firm as to the sufficiency of the trust property to pay principal of and interest on the notes on an ongoing basis. Any money received as a result of the sale of trust property will first be applied to pay any fees and expenses due to the indenture trustee.

If the notes have been declared immediately due and payable following an Event of Default, the priority of payments will change and the holders of the most senior class of notes outstanding must be paid in full before any distributions of principal or interest may be made on the other classes of notes. This new payment priority will apply to each class of notes, requiring that the then most senior class of notes outstanding be paid in full before any distributions of principal or interest may be made on the more junior classes of notes. Until the then most senior class of notes outstanding has been paid in full, the failure to pay interest on the more junior classes of notes will not constitute an Event of Default.

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If a trust issues a class of notes that is subordinated to one or more other classes of notes and an Event of Default shall have occurred and be continuing, the related indenture trustee may be deemed to have a conflict of interest under the Trust Indenture Act of 1939 and a successor trustee may be appointed for one or more of such classes of notes. If any amounts remain unpaid with respect to the then most senior class of notes outstanding, only the trustee for that class of notes will have the right to exercise remedies under the indenture (but the other classes of notes will be entitled to their respective shares of any proceeds of enforcement, subject to their subordination to each more senior class of notes as described herein), and only the noteholders from the then most senior class of notes outstanding will have the right to direct or consent to any action to be taken, including sale of the trust property, until that particular class of notes is paid in full. Upon repayment in full of the most senior class of notes outstanding, all rights to exercise remedies under the indenture will transfer to the trustee for the then most senior class of notes outstanding, and for so long as any amounts remain unpaid with respect to that class of notes, only the trustee for that class of notes will have the right to exercise remedies under the indenture. This payment priority in which the then most senior class of notes outstanding will be paid in full before payments will be made to the more junior classes of notes will continue until each class of notes has been paid in full in order of their respective priorities.

If an Event of Default shall have occurred and be continuing, the indenture trustee generally will be under no obligation to exercise any of the rights or powers under the related indenture at the request or direction of any of the holders of the notes if the indenture trustee reasonably believes that it will not be adequately indemnified against the costs, expenses and liabilities which might be incurred by it in complying with that request or direction. The holders of notes evidencing not less than 51% of the aggregate principal amount of the Controlling Class will have the right, subject to certain limitations contained in the related indenture, to direct the time, method and place of conducting any proceeding or any remedy available to the indenture trustee.

Except as otherwise provided in the related prospectus supplement, no holder of a note of any trust will have the right to institute any proceeding with respect to the related indenture, unless:

• the holder previously has given to the indenture trustee written notice of a continuing Event of Default;

• the holders of notes evidencing not less than 25% of the aggregate principal amount of the Controlling Class have made written request to the indenture trustee to institute such proceeding in its own name as indenture trustee;

• the holder or holders have offered the indenture trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in complying with such request;

• the indenture trustee has for 60 days after such notice, request and offer of indemnity failed to institute the proceeding; and

• no direction inconsistent with such request has been given to the indenture trustee during such 60-day period by the holders of notes evidencing not less than 51% of the aggregate principal amount of the Controlling Class.

If the indenture trustee receives conflicting or inconsistent requests and indemnity from two or more groups of noteholders, each holding notes evidencing less than 51% of the aggregate principal amount of the Controlling Class, the indenture trustee in its sole discretion will determine what action, if any, will be taken with respect to such requests.

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Each indenture trustee and the related noteholders, by accepting the related notes, will covenant that they will not at any time institute against the applicable trust any bankruptcy, reorganization or other proceeding under any federal or state bankruptcy or similar law.

With respect to any trust, neither the related indenture trustee nor the related trustee in its individual capacity, nor any holder of a certificate, if any, representing an ownership interest in the trust nor any of their respective owners, beneficiaries, agents, officers, directors, employees, affiliates, successors or assigns will be personally liable for the payment of the principal of or interest on the related notes or for the agreements of the trust contained in the related indenture.

The right of any noteholder to receive payments of principal and interest on its notes when due, or to institute suit for any payments not made when due, shall not be impaired or affected without the holder’s consent.

Waiver of Past Defaults

Except as otherwise provided in the related prospectus supplement, prior to acceleration of the maturity of the notes, the holders of notes evidencing not less than 51% of the aggregate principal amount of the Controlling Class may waive any past default or Event of Default, other than a default in payment of principal of or interest on the notes or in respect of any covenant or other provision in the related indenture that cannot be amended, supplemented or modified without the unanimous consent of the noteholders.

Covenants

Except as otherwise provided in the related prospectus supplement, each trust will be subject to the covenants described below, as provided in the related indenture.

• Restrictions on Merger and Consolidation. Each trust may not consolidate with or merge into any other entity, unless:

• the entity formed by or surviving the consolidation or merger is organized and existing under the laws of the United States, any state of the United States or the District of Columbia;

• the entity formed by or surviving the consolidation or merger expressly assumes the trust’s obligation to make due and punctual payments of principal of and interest on the related notes and to perform or observe every agreement and covenant of the trust under the indenture;

• no event that is, or with notice or lapse of time or both would become, an Event of Default shall have occurred and be continuing immediately after the consolidation or merger;

• the trust has been advised that the ratings of the notes and the certificates, if any, of the trust then in effect would not be reduced or withdrawn by any Rating Agency as a result of the consolidation or merger;

• the trust has received an opinion of counsel to the effect that the consolidation or merger would have no material adverse tax consequence to the trust or to any related noteholder or certificateholder, if any;

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• any action that is necessary to maintain the lien and security interest created by the related indenture shall have been taken; and

• the trust has received an opinion of counsel and an officer’s certificate each stating that the consolidation or merger satisfies all requirements under the related indenture.

• Other Negative Covenants. Each trust will not, among other things:

• except as expressly permitted by the documents relating to the trust, sell, transfer, exchange or otherwise dispose of any of its properties or assets;

• claim any credit on or make any deduction from the principal and interest payable in respect of the related notes, other than amounts properly withheld under the Internal Revenue Code or applicable state law, or assert any claim against any present or former noteholder because of the payment of taxes levied or assessed upon the trust;

• dissolve or liquidate in whole or in part;

• permit the lien of the related indenture to be subordinated or otherwise impaired;

• permit the validity or effectiveness of the related indenture to be impaired or permit any person to be released from any covenants or obligations with respect to the notes under the indenture except as may be expressly permitted thereby; or

• permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance to be created on or extend to or otherwise arise upon or burden the assets of the trust or any part thereof, or any interest therein or the proceeds thereof, except for tax, mechanics’ or certain other liens and except as may be created by the terms of the related indenture.

No trust may engage in any activity other than as described in the related prospectus supplement. No trust will incur, assume or guarantee any indebtedness other than indebtedness incurred under the related notes and indenture, the related certificates, if any, and as a result of any advances made to it by the Servicer or otherwise in accordance with the related sale and servicing agreement, pooling and servicing agreement or other documents relating to the trust.

List of Noteholders

Any three or more holders of the notes of any trust may, by written request to the related indenture trustee accompanied by a copy of the communication that the requesting noteholders propose to send, obtain access to the list of all noteholders maintained by the indenture trustee for the purpose of communicating with other noteholders with respect to their rights under the related indenture or under such notes. The indenture trustee may elect not to afford the requesting noteholders access to the list of noteholders if it agrees to mail the desired communication or proxy, on behalf of and at the expense of the requesting noteholders, to all noteholders of the trust.

Annual Compliance Statement

Each trust will be required to file annually with the related indenture trustee a written statement as to the fulfillment of its obligations under the indenture.

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Indenture Trustee’s Annual Report

The indenture trustee for each trust will be required to mail each year to all related noteholders a brief report relating to its eligibility and qualification to continue as indenture trustee under the related indenture, any amounts advanced by it under the indenture, the amount, interest rate and maturity date of certain indebtedness owing by the trust to the indenture trustee in its individual capacity, the property and funds physically held by the indenture trustee as such and any action taken by the indenture trustee that materially affects the related notes and that has not been previously reported.

Satisfaction and Discharge of Indenture

An indenture will be discharged with respect to the collateral securing the related notes upon the delivery to the related indenture trustee for cancellation of all such notes or, with certain limitations, upon deposit with the indenture trustee of funds sufficient for the payment in full of all such notes.

Modification of Indenture

Except as otherwise provided in the related prospectus supplement, each trust and the related indenture trustee may, without the consent of the related noteholders, with prior written notice to each Rating Agency, enter into one or more supplemental indentures for the purpose of, among other things, adding to the covenants of the trust for the benefit of the noteholders, curing any ambiguity, correcting or supplementing any provision of the related indenture which may be inconsistent with any other provision of the indenture, this prospectus or the related prospectus supplement or adding any provisions to or changing in any manner or eliminating any of the provisions of the indenture which will not be inconsistent with other provisions of the indenture; provided, however, that no such supplemental indenture may materially adversely affect the interests of any noteholder and no such supplemental indenture will be permitted unless an opinion of counsel as to various tax matters is delivered to the indenture trustee.

Except as otherwise provided in the related prospectus supplement, each trust and the related indenture trustee may, with the consent of the holders of notes evidencing not less than 51% of the aggregate principal amount of the Controlling Class, with prior written notice to each Rating Agency, enter into one or more supplemental indentures for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the related indenture or modifying in any manner the rights of the noteholders under the indenture; provided, however, that no such supplemental indenture may materially adversely affect the interests of any noteholder and no such supplemental indenture will be permitted unless an opinion of counsel as to various tax matters is delivered to the indenture trustee; and, provided further, that no such supplemental indenture may, without the consent of all noteholders affected by such supplemental indenture:

• change the due date of any installment of principal of or interest on any note or reduce the principal amount, the interest rate or the redemption price with respect to any note, change the application of collections on or the proceeds of a sale of the trust property to payment of principal and interest on the notes or change any place of payment where, or the coin or currency in which, any note or any interest on any note is payable;

• impair the right to institute suit for the enforcement of certain provisions of the related indenture regarding payment;

• reduce the percentage of the aggregate principal amount of the Controlling Class or of the notes the consent of the holders of which is required for any such supplemental indenture or the consent of the holders of which is required for any waiver of compliance with

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certain provisions of the related indenture or of certain defaults or Events of Default thereunder and their consequences as provided for in the indenture;

• modify or alter the provisions of the related indenture regarding the voting of notes held by the related trust, any other obligor on the notes, the Seller or an affiliate of any of them or modify or alter the definition of Controlling Class;

• reduce the percentage of the aggregate principal amount of the Controlling Class or of the notes the consent of the holders of which is required to direct the related indenture trustee to sell or liquidate the trust property after an Event of Default if the proceeds of the sale or liquidation would be insufficient to pay in full the principal amount of and accrued but unpaid interest on the outstanding notes and certificates, if any, of the trust;

• reduce the percentage of the aggregate principal amount of the Controlling Class or of the notes the consent of the holders of which is required to amend the sections of the related indenture which specify the applicable percentage of the aggregate principal amount of the notes of the trust necessary to amend the indenture or any of the other documents relating to the trust;

• affect the calculation of the amount of interest or principal payable on any note on any Distribution Date, including the calculation of any of the individual components of such calculation;

• affect the rights of the noteholders to the benefit of any provisions for the mandatory redemption of the notes provided in the related indenture; or

• permit the creation of any lien ranking prior to or on a parity with the lien of the related indenture with respect to any of the collateral for the notes or, except as otherwise permitted or contemplated in the indenture, terminate the lien of the indenture on any such collateral or deprive the holder of any note of the security afforded by the lien of the indenture.

A supplemental indenture will be deemed not to materially adversely affect the interests of any noteholder if the person requesting the supplemental indenture obtains and delivers to the related indenture trustee:

• an opinion of counsel to that effect; or

• a letter from each Rating Agency to the effect that the supplemental indenture would not result in a downgrading or withdrawal of its rating then assigned to any class of notes.

The Indenture Trustee

The indenture trustee for each series of notes will be specified in the related prospectus supplement.

Duties of the Indenture Trustee. Except upon the occurrence and during the continuation of an Event of Default, the indenture trustee:

• will perform those duties and only those duties that are specifically set forth in the related indenture;

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• may, in the absence of bad faith, rely on certificates or opinions furnished to the indenture trustee which conform to the requirements of the indenture as to the truth of the statements and the correctness of the opinions expressed in those certificates or opinions; and

• will examine any certificates and opinions which are specifically required to be furnished to the indenture trustee under the indenture to determine whether or not they conform to the requirements of the indenture.

If an Event of Default shall have occurred and be continuing, the indenture trustee will be required to exercise the rights and powers vested in it by the related indenture and to use the same degree of care and skill in the exercise of those rights and powers as a prudent person would exercise or use under the circumstances in the conduct of that person’s own affairs.

Compensation, Indemnification. The administrator of each trust will pay to the indenture trustee from time to time reasonable compensation for its services, reimburse the indenture trustee for all expenses, advances and disbursements reasonably incurred or made by it and indemnify the indenture trustee for, and hold it harmless against, any and all losses, liabilities or expenses, including reasonable attorneys’ fees, incurred by it in connection with the administration of the trust and the performance of its duties under the related indenture; provided, however, that the administrator will not indemnify the indenture trustee for, or hold it harmless against, any loss, liability or expense incurred by it through its own willful misconduct, negligence or bad faith. The indenture trustee will not be liable:

• for any error of judgment made by it in good faith unless it is proved that it was negligent in ascertaining the pertinent facts;

• for any action it takes or omits to take in good faith in accordance with directions received by it from the noteholders in accordance with the terms of the related indenture; or

• for interest on any money received by it except as it and the trust may agree in writing.

The indenture trustee will not be deemed to have knowledge of any Event of Default unless a responsible officer of the indenture trustee has actual knowledge of the default or has received written notice of the default in accordance with the related indenture.

Replacement of Indenture Trustee

The indenture trustee may resign at any time by notifying the trust and the noteholders. Additionally, if a trust issues a class of notes that is subordinated to one or more other classes of notes and an Event of Default occurs under the related indenture, the indenture trustee may be deemed to have a conflict of interest under the Trust Indenture Act of 1939 and may be required to resign as trustee for one or more of such classes. In any such case, the indenture will provide for the appointment of a successor indenture trustee.

Except as otherwise provided in the related prospectus supplement, the holders of notes evidencing not less than 51% of the aggregate principal amount of the Controlling Class may remove the indenture trustee without cause and, following that removal, may appoint a successor indenture trustee. The trust will be required to remove the indenture trustee if:

• the indenture trustee ceases to be eligible to continue as the indenture trustee under the related indenture;

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• the indenture trustee is adjudged to be bankrupt or insolvent;

• a receiver or other public officer takes charge of the indenture trustee or its property; or

• the indenture trustee otherwise becomes incapable of acting.

Upon the resignation or removal of the indenture trustee, or the failure of the noteholders to appoint a successor indenture trustee following the removal of the indenture trustee without cause, the administrator will be required promptly to appoint a successor indenture trustee under the indenture. Any resignation or removal of the indenture trustee and appointment of a successor indenture trustee will not become effective until acceptance of such appointment by the successor indenture trustee.

Description of the Receivables Transfer and Servicing Agreements

This summary describes the material provisions of the documents under which the Seller will purchase the receivables from CarMax Auto, a trust will purchase the receivables from the Seller and the Servicer will service the receivables on behalf of the trust. In the case of a trust that is not a grantor trust, these documents are the receivables purchase agreement and the sale and servicing agreement. In the case of a grantor trust, these documents are the receivables purchase agreement and the pooling and servicing agreement. This summary also describes the material provisions of the trust agreement for a trust that is not a grantor trust. Forms of certain of these documents have been filed as exhibits to the registration statement of which this prospectus forms a part. This summary describes the material provisions of these documents common to the securities of each trust. The related prospectus supplement will give you additional information on the material provisions specific to the securities which you are purchasing. This summary does not purport to be complete and is subject to, and is qualified in its entirety by reference to, all the provisions of these documents.

Sale and Assignment of Receivables

Sale and Assignment of Receivables. CarMax Auto will transfer and assign to the Seller, without recourse, under a receivables purchase agreement its entire interest in the related receivables, including its security interests in the related Financed Vehicles. The Seller will then transfer and assign to the related trust, without recourse, under a sale and servicing agreement or a pooling and servicing agreement, as applicable, its entire interest in those receivables, including its security interests in the related Financed Vehicles. Each receivable will be identified in a schedule appearing as an exhibit to the receivables purchase agreement and as an exhibit to the sale and servicing agreement or the pooling and servicing agreement, as applicable. The prospectus supplement for each trust will specify whether, and the terms, conditions and manner under which, Subsequent Receivables, if any, will be transferred and assigned by CarMax Auto to the Seller and by the Seller to the trust on each Subsequent Transfer Date.

Representations and Warranties. CarMax Auto will represent and warrant to the Seller in each receivables purchase agreement, and the Seller will represent and warrant to the related trust in each sale and servicing agreement or pooling and servicing agreement, as applicable, among other things, that at the date of issuance of the related notes and/or certificates, if any, or at the applicable Subsequent Transfer Date:

• each receivable has been originated by CarMax Auto or an affiliate of CarMax Auto in the ordinary course of business in connection with the sale of a new or used motor vehicle to an obligor located in one of the states of the United States or the District of Columbia and contains customary and enforceable provisions such that the rights and remedies of the holder thereof are adequate for realization against the collateral of the benefits of the security;

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• each receivable and the sale of the related Financed Vehicle complies in all material respects with all requirements of applicable federal, state and local laws, and regulations thereunder, including usury laws, the Federal Truth-in-Lending Act, the Equal Credit Opportunity Act, the Fair Credit Reporting Act, the Fair Debt Collection Practices Act, the Federal Trade Commission Act, the Magnuson-Moss Warranty Act, Federal Reserve Board Regulations B and Z, the Soldier’s and Sailor’s Civil Relief Act of 1940 and state adaptations of the National Consumer Act and the Uniform Consumer Credit Code, and any other consumer credit, equal opportunity and disclosure laws applicable to such receivable and sale;

• each receivable represents the genuine, legal, valid and binding payment obligation in writing of the related obligor, enforceable by the holder thereof in all material respects in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity;

• immediately prior to the transfer of each receivable by CarMax Auto to the Seller, such receivable was secured by a valid, binding and enforceable first priority perfected security interest in favor of CarMax Auto in the related Financed Vehicle, which security interest has been validly assigned by CarMax Auto to the Seller and by the Seller to the trust;

• no receivable is subject to any right of rescission, setoff, counterclaim or defense, and CarMax Auto or the Seller, as applicable, has no knowledge of any such right having been asserted or threatened with respect to any receivable;

• CarMax Auto or the Seller, as applicable, has no knowledge of any liens or claims that have been filed, including liens for work, labor, materials or unpaid taxes, relating to a Financed Vehicle that are prior to, or equal or coordinate with, the security interest in such Financed Vehicle created by the related receivable;

• except for payment defaults continuing for a period of not more than 30 days (or such other number of days specified in the prospectus supplement) as of the Cutoff Date, CarMax Auto or the Seller, as applicable, has no knowledge that a default, breach, violation or event permitting acceleration under the terms of any receivable has occurred or that a continuing condition that with notice or lapse of time or both would constitute a default, breach, violation or event permitting acceleration under the terms of any receivable has arisen, and CarMax Auto or the Seller, as applicable, has not waived any such event or condition;

• each obligor has obtained or agreed to obtain physical damage insurance covering the related Financed Vehicle in accordance with the Seller’s normal requirements; and

• any other representations and warranties that may be set forth in the related prospectus supplement.

The Seller will assign its rights under each receivables purchase agreement to the related trust under the related sale and servicing agreement or pooling and servicing agreement, as applicable.

Repurchase of Receivables. Except as otherwise set forth in the related prospectus supplement, if CarMax Auto breaches a representation or warranty set forth in a receivables purchase agreement and such breach shall not have been cured by the close of business on the last day of the Collection Period which includes the thirtieth (30th) day after the date on which CarMax Auto becomes aware of, or receives written notice of, such breach and such breach materially and adversely affects the interest of the

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Seller in any receivable, CarMax Auto will repurchase such receivable from the Seller on the Distribution Date immediately following such Collection Period at a price generally equal to the related Purchase Amount. Alternatively, if so specified in the related prospectus supplement, CarMax Auto will be permitted, in a circumstance where it would otherwise be required to repurchase a receivable as described in the preceding sentence, to instead substitute a comparable receivable for the receivable otherwise requiring repurchase, subject to certain conditions and eligibility criteria for the substitute receivable described in the related prospectus supplement. The repurchase obligation, or, if applicable, the substitution alternative with respect thereto, constitutes the sole remedy available to the Seller for any such uncured breach.

Except as otherwise set forth in the related prospectus supplement, if the Seller breaches a representation or warranty set forth in a sale and servicing agreement or a pooling and servicing agreement, as applicable, and such breach shall not have been cured by the close of business on the last day of the Collection Period which includes the thirtieth (30th) day after the date on which the Seller becomes aware of, or receives written notice of, such breach and such breach materially and adversely affects the interest of the related trust in any receivable, the Seller will repurchase such receivable from the trust on the Distribution Date immediately following such Collection Period at a price generally equal to the related Purchase Amount. Alternatively, if so specified in the related prospectus supplement, the Seller will be permitted, in a circumstance where it would otherwise be required to repurchase a receivable as described in the preceding sentence, to instead substitute a comparable receivable for the receivable otherwise requiring repurchase, subject to certain conditions and eligibility criteria for the substitute receivable described in the related prospectus supplement. The obligation of the Seller to repurchase a receivable will not be conditioned on performance by CarMax Auto of its obligation to repurchase a receivable from the Seller. The repurchase obligation, or, if applicable, the substitution alternative with respect thereto, constitutes the sole remedy available to the certificateholders, if any, or the trustee and any noteholders or indenture trustee in respect of each trust for any such uncured breach.

Servicing of Receivables. To assure uniform quality in servicing the receivables and to reduce administrative costs, each trust will designate the Servicer to service and administer the receivables held by the trust and, as custodian on behalf of the trust, to maintain possession of the installment sale contracts or installment loan agreements and any other documents relating to the receivables. To reduce administrative costs, the installment sale contracts or installment loan agreements and any other documents relating to the receivables will not be physically segregated from other similar documents that are in the Servicer’s possession or otherwise stamped or marked to reflect the transfer to the trust and the obligors under the receivables will not be notified of the transfer. However, UCC financing statements reflecting the transfer of the receivables by the Seller to the trust will be filed and the Servicer’s accounting records and computer systems will be marked to reflect such transfer. Because the receivables will remain in the Servicer’s possession and will not be stamped or otherwise marked to reflect the transfer to the trust, the trust’s interest in the receivables could be defeated if a subsequent purchaser were to obtain physical possession of the receivables without knowledge of such transfer. See “Material Legal Issues Relating to the Receivables—Security Interests in the Financed Vehicles”.

Accounts

The Servicer will establish and maintain for each trust, in the name of the related indenture trustee on behalf of the related noteholders in the case of a trust that issues notes or in the name of the related trustee on behalf of the related certificateholders in the case of a trust that does not issue notes, one or more collection accounts into which all payments made on or with respect to the related receivables will be deposited. In the case of a trust that issues notes, the Servicer may establish and maintain with the related indenture trustee one or more note payment accounts, which may be subaccounts of the collection account, in the name of such indenture trustee on behalf of the related noteholders, into which amounts

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released from the collection account and any other accounts of the trust for payment to such noteholders will be deposited and from which all payments to such noteholders will be made. In the case of a trust that issues certificates or is a grantor trust, the Servicer may establish and maintain with the related trustee one or more certificate payment accounts, which may be subaccounts of the collection account, in the name of such trustee on behalf of the related certificateholders, into which amounts released from the collection account and any other accounts of the trust for distribution to such certificateholders will be deposited and from which all distributions to such certificateholders will be made.

Any other accounts to be established with respect to a trust, including any pre-funding account, yield supplement account or reserve account, will be described in the related prospectus supplement.

All funds on deposit in the trust accounts will be invested in Permitted Investments as provided in the related sale and servicing agreement or pooling and servicing agreement. Permitted Investments are generally limited to obligations or securities that mature on or before the business day preceding the Distribution Date in the Collection Period following the Collection Period in which the investment is made. However, to the extent permitted by the Rating Agencies, funds in any reserve account may be invested in securities that will not mature prior to the date of the next distribution on the notes or certificates, if any, and which will not be sold to meet any shortfalls. Thus, the amount of cash available in any reserve account at any time may be less than the balance of the reserve account. If the amount required to be withdrawn from any reserve account to cover shortfalls in collections on the related receivables, as provided in the related prospectus supplement, exceeds the amount of cash in the reserve account, a temporary shortfall in the amounts distributed to the related noteholders or certificateholders, if any, could result, which could, in turn, increase the average life of the notes or the certificates, if any, of the related trust. All net investment earnings on funds on deposit in the trust accounts will be deposited in the related collection account or distributed as provided in the related prospectus supplement.

The trust accounts will be maintained as Eligible Deposit Accounts, which satisfy certain requirements of the Rating Agencies.

Servicing Procedures

The Servicer will make reasonable efforts to collect all payments due with respect to the receivables held by each trust and will, consistent with the related sale and servicing agreement or pooling and servicing agreement, follow such collection procedures as it follows with respect to comparable motor vehicle retail installment sale contracts or installment loans that it services for itself or others. The Servicer may, consistent with its normal procedures, defer a payment on a receivable or otherwise modify the payment schedule of a receivable. The Servicer may be obligated to purchase or make advances with respect to a receivable if, among other things, it extends the date for final payment by the obligor of such receivable beyond the date set forth in the related prospectus supplement or, if set forth in the prospectus supplement, it changes the contract rate of interest or the total amount or number of scheduled payments of such receivable. If the Servicer determines that eventual payment in full of a receivable is unlikely, the Servicer will follow its normal practices and procedures to realize upon the receivable, including the repossession and disposition of the related Financed Vehicle at a public or private sale or the taking of any other action permitted by applicable law.

Collections

The Servicer will deposit all amounts received on or in respect of the receivables held by each trust into the related collection account within two business days after such receipt; provided, however, that the Servicer will not be required to deposit such amounts into the collection account until the

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business day preceding the Distribution Date following the Collection Period during which such amounts were received at any time that and for so long as:

• CarMax Auto is the Servicer;

• no Event of Servicing Termination shall have occurred and be continuing; and

• each other condition to making deposits less frequently than daily as may be specified by the Rating Agencies or set forth in the related prospectus supplement is satisfied.

To the extent set forth in the related prospectus supplement, the Servicer may, in order to satisfy the requirements described above, obtain a letter of credit or other security for the benefit of the related trust to secure timely remittances of amounts received on or in respect of the receivables. If the Servicer is permitted to deposit amounts received on or in respect of the receivables on a monthly basis, it may invest such amounts at its own risk and for its own benefit pending deposit into the collection account and need not segregate such amounts from its own funds. If the Servicer were unable to remit such funds to the collection account, securityholders might incur a loss.

All amounts received on or in respect of a receivable during any Collection Period which are not late fees, prepayment charges or certain other similar fees or charges will be applied first to any outstanding advances made by the Servicer with respect to such receivable and then to the scheduled payment.

Simple Interest Advances

If so provided in the related prospectus supplement, the Servicer may, on any Distribution Date, make a Simple Interest Advance with respect to the preceding Collection Period to the extent that the Servicer determines that such advance will be recoverable from subsequent collections or recoveries on the related receivables or on other Simple Interest Receivables in the related trust or from any other source of funds identified in such prospectus supplement. If the Simple Interest Advance with respect to any Collection Period is a negative amount, that amount will be paid to the Servicer in reimbursement of outstanding Simple Interest Advances. In addition, if a Simple Interest Receivable becomes a Defaulted Receivable, the amount of accrued and unpaid interest owing on that receivable, but not including interest for the Collection Period, shall be withdrawn from the collection account and paid to the Servicer in reimbursement of outstanding Simple Interest Advances in the priority set forth in the related prospectus supplement. No advances of principal will be made with respect to Simple Interest Receivables. The Servicer will deposit all Simple Interest Advances into the related collection account on the business day preceding the Distribution Date following the Collection Period during which the related interest payment was due.

Servicing Compensation and Expenses

Unless otherwise specified in the prospectus supplement with respect to any trust, the Servicer will be entitled to receive a servicing fee for each Collection Period in an amount equal to a specified percentage per annum of the outstanding principal balance of the related receivables as of the first day of that Collection Period. The servicing fee percentage applicable to each trust will be specified in the related prospectus supplement. If so specified in the prospectus supplement with respect to any trust, the Servicer also may be entitled to receive as a supplemental servicing fee for each Collection Period any late, prepayment and other administrative fees and expenses collected during that Collection Period and, if so specified in the related prospectus supplement, the net investment earnings on funds deposited in the trust accounts and other accounts with respect to the trust. The Servicer will be paid the servicing fee and

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the supplemental servicing fee for each Collection Period on the Distribution Date following that Collection Period.

The servicing fee and the supplemental servicing fee are intended to compensate the Servicer for performing the functions of a third party servicer of the receivables as an agent for the related trust, including collecting and posting all payments, responding to inquiries of obligors on the receivables, investigating delinquencies, sending payment coupons to obligors, reporting federal income tax information to obligors, paying costs of collections and policing the collateral. The fees will also compensate the Servicer for administering the receivables, including making advances, accounting for collections, furnishing monthly and annual statements to the related trustee and indenture trustee with respect to distributions and generating federal income tax information for the related trust. The fees, if any, also will reimburse the Servicer for certain taxes, the fees of the related trustee and indenture trustee, if any, accounting fees, outside auditor fees, data processing costs and other costs incurred in connection with administering the receivables.

Distributions

All distributions of principal and interest, or, where applicable, of principal or interest only, on each class of securities entitled thereto will be made by the related trustee or indenture trustee to the related noteholders or certificateholders beginning on the Distribution Date specified in the related prospectus supplement. The timing, calculation, allocation, order, source, priorities of and requirements for all payments to each class of securityholders of each trust will be set forth in the related prospectus supplement. On or prior to the business day before each Distribution Date, the Servicer will determine the amount in the collection account available to make distributions to securityholders on such Distribution Date and will direct the indenture trustee, if any, and/or the trustee to make such distributions as described in the related prospectus supplement.

Credit and Cash Flow Enhancement

The amounts and types of credit or cash flow enhancement, if any, and the provider thereof, if applicable, for any class of securities will be described in the related prospectus supplement. If and to the extent provided in the related prospectus supplement, credit or cash flow enhancement may be in the form of subordination of one or more classes of securities, reserve accounts, overcollateralization, excess interest collections, letters of credit or other credit facilities, liquidity facilities, surety bonds, insurance policies, guaranteed investment contracts, swaps or other interest rate protection agreements, repurchase or put obligations, yield supplement agreements, guaranteed rate agreements, other agreements with respect to third party payments or other support, such other arrangements as may be described in the related prospectus supplement or any combination of two or more of the foregoing. If specified in the related prospectus supplement, credit or cash flow enhancement for a class of securities may cover one or more other classes of securities of the same series and credit or cash flow enhancement for a series of securities may cover one or more other series of securities.

The credit or cash flow enhancement for any class of securities is intended to enhance the likelihood of receipt by the securityholders of that class of the full amount of principal and interest due on the securities and to decrease the likelihood that the securityholders will experience losses. The credit or cash flow enhancement for a class of securities may not provide protection against all risks of loss and may not guarantee repayment of the entire principal amount and interest due on the securities. If losses occur which exceed the amount covered by any credit enhancement or which are not covered by any credit enhancement, securityholders will bear their allocable share of deficiencies as described in the related prospectus supplement. If so provided in the related prospectus supplement, the Seller may replace the credit or cash

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flow enhancement for any class of securities with another form of credit or cash flow enhancement without the consent of the related securityholders, provided the Rating Agencies confirm in writing that such substitution will not result in the reduction or withdrawal of the rating of any class of securities of the related trust.

Reserve Account. If so provided in the related prospectus supplement, the reserve account will be funded by an initial deposit by the Seller on the Closing Date in the amount set forth in the related prospectus supplement and, if the related trust has a Funding Period, will also be funded on each Subsequent Transfer Date to the extent described in the related prospectus supplement. As further described in the related prospectus supplement, the amount on deposit in the reserve account will be increased on each Distribution Date thereafter up to the specified reserve fund balance by the deposit of certain excess interest collections in respect of the receivables collected during the related Collection Period remaining after securityholders have been paid amounts owed to them and after the Servicer has been reimbursed for any outstanding advances and paid all applicable servicing compensation with respect to that Collection Period. The Servicer, however, will account to the trustee, any indenture trustee, the noteholders, if any, and the certificateholders, if any, with respect to each trust as if all deposits, distributions and transfers were made individually.

Evidence as to Compliance

Each sale and servicing agreement and pooling and servicing agreement will provide that a firm of independent certified public accountants will furnish to the related trust and the related indenture trustee or trustee, as applicable, an annual statement as to compliance by the Servicer during the preceding 12 months (or, in the case of the first certificate, from the related Closing Date) with certain standards relating to the servicing of the related receivables.

Each sale and servicing agreement and pooling and servicing agreement will provide for delivery to the related trust and the related indenture trustee or trustee, as applicable, substantially simultaneously with the delivery of the accountants’ statement referred to above, of a certificate signed by an officer of the Servicer stating that the Servicer has fulfilled its obligations under that agreement throughout the preceding 12 months (or, in the case of the first certificate, from the related Closing Date) or, if there has been a default in the fulfillment of any such obligation, describing each default.

Copies of these statements and certificates may be obtained by securityholders by a request in writing addressed to the applicable trustee.

Certain Matters Regarding the Servicer

Each sale and servicing agreement and pooling and servicing agreement will provide that the Servicer may not resign from its obligations and duties as Servicer thereunder except:

• upon a determination that the Servicer’s performance of its duties is no longer permissible under applicable law; or

• upon the appointment of a successor servicer and upon notification by each Rating Agency then rating any of the related securities that the rating then assigned to the securities will not be reduced or withdrawn by that Rating Agency as a result of that resignation and appointment.

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No resignation will become effective until the related indenture trustee or trustee, as applicable, or a successor servicer has assumed the servicing obligations and duties under the sale and servicing agreement or the pooling and servicing agreement. The Servicer will also have the right to delegate any of its duties under those agreements to a third party without the consent of any securityholder or the confirmation of any rating assigned to the securities. The Servicer will, however, remain responsible and liable for its duties under those agreements as if it had made no delegations.

Each sale and servicing agreement and pooling and servicing agreement will provide that neither the Servicer nor any of its directors, officers, employees or agents will be under any liability to the related trust or the related noteholders or certificateholders, if any, for taking any action or for refraining from taking any action thereunder or for errors in judgment; provided, however, that neither the Servicer nor any other person will be protected against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence (other than errors in judgment) in the performance of the Servicer’s duties thereunder or by reason of reckless disregard of its obligations and duties thereunder.

Each sale and servicing agreement and pooling and servicing agreement will provide that the Servicer is under no obligation to appear in, prosecute or defend any legal action that is not incidental to its duties to service the related receivables and that, in its opinion, may cause it to incur any expense or liability. The Servicer may, however, undertake any reasonable action that it may deem necessary or desirable in respect of any sale and servicing agreement or pooling and servicing agreement, as applicable, and the rights and duties of the parties thereto and the interests of the related securityholders thereunder. In that event, the legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs, and liabilities of the trust, and the Servicer will be entitled to be reimbursed therefor.

Each sale and servicing agreement and pooling and servicing agreement will provide, under the circumstances specified therein, that any entity into which the Servicer may be merged or consolidated, or any entity resulting from any merger or consolidation to which the Servicer is a party, or any entity succeeding to the business of the Servicer, which entity in each of the foregoing cases assumes the obligations of the Servicer, will be the successor to the Servicer under the sale and servicing agreement or pooling and servicing agreement, as applicable.

Events of Servicing Termination

Except as otherwise provided in the related prospectus supplement, the following events will constitute “Events of Servicing Termination” under each sale and servicing agreement or pooling and servicing agreement:

• the Servicer shall fail to make any required payment or deposit under the sale and servicing agreement or pooling and servicing agreement and that failure shall continue unremedied beyond the earlier of five business days following the date that payment or deposit was due or, in the case of a payment or deposit to be made no later than a Distribution Date or the business day preceding a Distribution Date, that Distribution Date or preceding business day, as applicable;

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• the Servicer shall fail to deliver to the indenture trustee or the trustee, as applicable, the monthly report relating to the payment of amounts due to securityholders and that failure shall continue unremedied beyond the earlier of three business days following the date that report was due and the business day preceding the related Distribution Date;

• the Servicer shall fail to observe or perform in any material respect any other covenant or agreement in the sale and servicing agreement or pooling and servicing agreement that materially and adversely affects the rights of the Seller or the securityholders and that failure shall continue unremedied for 60 days after written notice of that failure shall have been given to the Servicer by the Seller or the indenture trustee or the trustee, as applicable, or to CarMax Auto, the Seller, the Servicer and the indenture trustee or the trustee, as applicable, by the holders of notes evidencing not less than 25% of the aggregate principal amount of the Controlling Class or, if the notes have been paid in full or the trust has not issued notes, by the holders of certificates evidencing not less than 25% of the Certificate Balance;

• any representation or warranty of the Servicer made in the sale and servicing agreement or pooling and servicing agreement or in any certificate delivered pursuant thereto or in connection therewith, other than any representation or warranty relating to a receivable that has been purchased by the Servicer, shall prove to have been incorrect in any material respect as of the time when made and that breach shall continue unremedied for 30 days after written notice of that breach shall have been given to the Servicer by the Seller or the indenture trustee or the trustee, as applicable, or to CarMax Auto, the Seller, the Servicer and the indenture trustee or the trustee, as applicable, by the holders of notes evidencing not less than 25% of the aggregate principal amount of the Controlling Class or, if the notes have been paid in full or the trust has not issued notes, by the holders of certificates evidencing not less than 25% of the Certificate Balance;

• the occurrence of certain events of bankruptcy, insolvency, receivership or liquidation of the Servicer or its property as specified in the sale and servicing agreement or pooling and servicing agreement; and

• any other events set forth in the related prospectus supplement.

Rights Upon Event of Servicing Termination

Except as otherwise provided in the related prospectus supplement, if an Event of Servicing Termination shall have occurred and be continuing under a sale and servicing agreement or pooling and servicing agreement, the related indenture trustee or the holders of notes evidencing not less than 51% of the aggregate principal amount of the Controlling Class or, if the notes have been paid in full or the trust has not issued notes, the related trustee or the holders of certificates evidencing not less than 51% of the Certificate Balance, may terminate all of the rights and obligations of the Servicer under the sale and servicing agreement or pooling and servicing agreement, as applicable. If the rights and obligations of the Servicer under the sale and servicing agreement or pooling and servicing agreement have been terminated, the indenture trustee or trustee, as applicable, or a successor Servicer appointed by the indenture trustee or trustee, as applicable, will succeed to all of the responsibilities, duties and liabilities of the Servicer under the sale and servicing agreement or pooling and servicing agreement, as applicable, and will be entitled to similar compensation arrangements. If, however, a bankruptcy trustee or similar official has been appointed for the Servicer, and no Event of Servicing Termination other than that appointment has occurred and is continuing, that trustee or similar official may have the power to prevent a transfer of servicing. If the indenture trustee or trustee, as applicable, is unwilling or unable to act as successor Servicer, it may appoint, or petition a court of competent jurisdiction to appoint, a successor

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Servicer with a net worth of not less than $50,000,000 and whose regular business includes the servicing of motor vehicle retail installment sale contracts or installment loans. If so specified in the prospectus supplement with respect to any trust, the indenture trustee or trustee, as applicable, may arrange for compensation to be paid to the successor Servicer, which may be greater than the servicing compensation paid to the Servicer under the sale and servicing agreement or pooling and servicing agreement, as applicable. The predecessor Servicer will be obligated to pay the costs and expenses associated with the transfer of servicing to the successor Servicer. Such amounts, if not paid by the predecessor Servicer, will be paid out of collections on the receivables.

Waiver of Past Events of Servicing Termination

Except as otherwise provided in the related prospectus supplement, the holders of notes evidencing not less than 51% of the aggregate principal amount of the Controlling Class may, on behalf of all noteholders, or, if the notes have been paid in full or the trust has not issued notes, the related trustee or the holders of certificates evidencing not less than 51% of the Certificate Balance may, on behalf of all certificateholders, waive any Event of Servicing Termination and its consequences, except a default in making any required deposits to or payments from the collection account, the note payment account, the reserve account or the certificate payment account, if any, in accordance with the sale and servicing agreement or pooling and servicing agreement, as applicable. No such waiver of an Event of Servicing Termination will impair the rights of the noteholders or the certificateholders with respect to any subsequent or other Event of Servicing Termination.

Amendment

Except as otherwise provided in the related prospectus supplement, each sale and servicing agreement or pooling and servicing agreement, as applicable, may be amended from time to time by the parties thereto with the consent of the indenture trustee or trustee, as applicable, but without the consent of the noteholders or certificateholders, as applicable, to cure any ambiguity, to correct or supplement any provision in the sale and servicing agreement or pooling and servicing agreement that may be inconsistent with any other provisions in the sale and servicing agreement or pooling and servicing agreement or in this prospectus or the related prospectus supplement or to add, change or eliminate any other provisions with respect to matters or questions arising under the sale and servicing agreement or pooling and servicing agreement that are not inconsistent with the provisions of the sale and servicing agreement or pooling and servicing agreement; provided, however, that no such amendment may materially adversely affect the interests of any noteholder or certificateholder and no such amendment will be permitted unless an opinion of counsel as to various tax matters is delivered to the indenture trustee or trustee, as applicable.

An amendment will be deemed not to materially adversely affect the interests of any securityholder if the person requesting the amendment obtains and delivers to the indenture trustee or trustee, as applicable:

• an opinion of counsel to that effect; or

• a letter from each Rating Agency to the effect that the amendment would not result in a downgrading or withdrawal of its rating then assigned to any class of notes or certificates, as applicable.

Except as otherwise provided in the related prospectus supplement, each sale and servicing agreement or pooling and servicing agreement may also be amended from time to time by the parties thereto with the consent of the indenture trustee or trustee, as applicable, and the consent of the holders of

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notes evidencing at least 66 ²/3% of the aggregate principal amount of the Controlling Class or, if the notes have been paid in full or the trust has not issued notes, the holders of certificates evidencing at least 66 ²/3% of the Certificate Balance, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the sale and servicing agreement or pooling and servicing agreement, as applicable, or of modifying in any manner the rights of the noteholders or certificateholders, as applicable; provided, however, that no such amendment will be permitted unless an opinion of counsel as to various tax matters is delivered to the indenture trustee or the trustee, as applicable, and the consent of all noteholders or certificateholders, as applicable, adversely affected is required for any amendment:

• to increase or reduce in any manner the amount of, or accelerate or delay the timing of, or change the allocation or priority of, collections of payments on or in respect of the receivables or distributions that are required to be made for the benefit of the noteholders or certificateholders, as applicable, or to change the interest rate applicable to any class of notes or certificates or the required reserve account amount; or

• to reduce the percentage of the aggregate principal amount of the Controlling Class the consent of the holders of which is required for any amendment to the sale and servicing agreement or to reduce the percentage of the Certificate Balance the consent of the holders of which is required for any amendment to the pooling and servicing agreement.

Payment of Notes

The indenture trustee will agree in the related indenture that, upon the payment in full of all outstanding notes of the related trust and the satisfaction and discharge of the related indenture, to continue to carry out its obligations under the sale and servicing agreement or pooling and servicing agreement, as applicable, as agent for the trustee of the trust.

Termination

The obligations of the Servicer, the Seller, the indenture trustee and the trustee under each trust agreement, sale and servicing agreement, pooling and servicing agreement or administration agreement, as applicable, will terminate upon the earlier of the maturity or other liquidation of the last related receivable and the disposition of any amounts received upon liquidation of any remaining receivables and the payment to the noteholders and the certificateholders, if any, of the related trust of all amounts required to be paid to them under that agreement.

If so provided in the related prospectus supplement, in order to avoid excessive administrative expense, the Servicer will be permitted, at its option, to purchase the receivables held by any trust on any Distribution Date as of which the aggregate principal balance of such receivables is 10% or less of the aggregate principal balance of the receivables held by such trust as of the related Cutoff Date or under such other circumstances as may be specified in such prospectus supplement. The purchase price for the receivables will equal the aggregate of the related Purchase Amounts as of the end of the preceding Collection Period, after giving effect to the application of any monies collected on the receivables. The purchase price for the receivables will not be less than the outstanding principal balance of the notes plus accrued and unpaid interest thereon.

If so provided in the related prospectus supplement, the indenture trustee or trustee, as applicable, will, within ten days following the first Distribution Date as of which the aggregate principal balance of the receivables held by the related trust is equal to or less than a percentage specified in such prospectus supplement of the aggregate principal balance of the receivables held by such trust as of the related Cutoff Date, solicit bids for the purchase of the receivables remaining in the trust in the manner and subject to

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the terms and conditions set forth in such prospectus supplement. If the indenture trustee or trustee, as applicable, receives satisfactory bids as described in the prospectus supplement, then the receivables remaining in the trust will be sold to the highest bidder.

As more fully described in the related prospectus supplement, any outstanding notes of the related trust will be paid in full concurrently with either of the events specified above and the subsequent distribution to the related certificateholders, if any, of all amounts required to be distributed to them under the related trust agreement will effect early retirement of the certificates of such trust.

List of Certificateholders

Any three or more holders of the certificates of any trust or one or more holders of the certificates of any trust evidencing not less than 25% of the Certificate Balance may, by written request to the related trustee accompanied by a copy of the communication that the requesting certificateholders propose to send, obtain access to the list of all certificateholders maintained by the trustee for the purpose of communicating with other certificateholders with respect to their rights under the related trust agreement or pooling and servicing agreement or under such certificates.

Administration Agreement

CarMax Auto will enter into an administration agreement with each trust that issues notes and the related indenture trustee under which it will agree, to the extent provided in the administration agreement, to provide the notices and to perform other administrative obligations required by the related indenture. The administrator will be entitled to a monthly administration fee as compensation for the performance of its obligations under the administration agreement and as reimbursement for its expenses related thereto, as provided in the related prospectus supplement.

Material Legal Issues Relating to the Receivables

Security Interests in the Receivables

The receivables are “chattel paper” as defined in the UCC. Under the UCC, for most purposes, a sale of chattel paper is treated in a manner similar to a transaction creating a security interest in chattel paper. CarMax Auto and the Seller will cause financing statements to be filed with the appropriate governmental authorities to perfect the interest of the Seller and the trust in the related receivables. The Servicer will hold the receivables transferred to each trust, either directly or through subservicers, as custodian for the related indenture trustee or trustee, as applicable, and the trust. The Seller will take the action that is required to perfect the rights of the indenture trustee and the trust in the receivables. However, the receivables will not be stamped, or otherwise marked, to indicate that they have been sold to the trust. If, through inadvertence or otherwise, another party purchases or takes a security interest in the receivables for new value in the ordinary course of business and takes possession of the receivables without actual knowledge of the trust’s interest, the purchaser or secured party will acquire an interest in the receivables superior to the interest of the trust. The Seller and the Servicer will be obligated to take those actions which are necessary to protect and perfect the trust’s interest in the receivables and their proceeds.

Security Interests in the Financed Vehicles

The receivables evidence the credit sale of motor vehicles by CarMax Auto or an affiliate of CarMax Auto to obligors or a direct loan by CarMax Auto or an affiliate of CarMax Auto to obligors to finance the purchase of motor vehicles. The receivables also constitute personal property security agreements and include grants of security interests in the related vehicles under the UCC. Perfection of security interests in motor vehicles is generally governed by state certificate of title statutes or by the

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motor vehicle registration laws of the state in which each vehicle is located. In most states, a security interest in a motor vehicle is perfected by notation of the secured party’s lien on the vehicle’s certificate of title.

Unless otherwise specified in the related prospectus supplement, CarMax Auto will be obligated to have taken all actions necessary under the laws of the state in which a Financed Vehicle is located to perfect its security interest in the Financed Vehicle, including, where applicable, by having a notation of its lien recorded on the Financed Vehicle’s certificate of title or, if appropriate, by perfecting its security interest in the Financed Vehicle under the UCC. Because the Servicer will continue to service the receivables, the obligors on the receivables will not be notified of the sales from CarMax Auto to the Seller or from the Seller to the trust, and no action will be taken to record the transfer of the security interest from CarMax Auto to the Seller or from the Seller to the trust by amendment of the certificates of title for the Financed Vehicles or otherwise.

Each receivables purchase agreement will provide that CarMax Auto will assign to the Seller its interests in the Financed Vehicles securing the related receivables. Each sale and servicing agreement or pooling and servicing agreement will provide that the Seller will assign its interests in the Financed Vehicles securing the related receivables to the trust. However, because of the administrative burden and expense, none of CarMax Auto, the Seller, the Servicer or the related trustee will amend any certificate of title to identify either the Seller or the trust as the new secured party on the certificate of title relating to a Financed Vehicle nor will any entity execute and file any transfer instrument. In addition, the Servicer or the custodian will continue to hold any certificates of title relating to the Financed Vehicles in its possession as custodian for the trustee in accordance with the sale and servicing agreement or pooling and servicing agreement, as applicable.

In most states, the assignments under the receivables purchase agreement and the sale and servicing agreement or pooling and servicing agreement, as applicable, will be effective to convey the security interest of CarMax Auto in a Financed Vehicle without amendment of any lien noted on a vehicle’s certificate of title or re-registration of the vehicle, and the trust will succeed to CarMax Auto’s rights as secured party upon the transfer from the Seller. However, in those states in which re-registration of a Financed Vehicle is not necessary to convey a perfected security interest in the Financed Vehicle to the trust, the trust’s security interest could be defeated through fraud or negligence because the trust will not be listed as legal owner on the related certificate of title. Moreover, in other states, in the absence of an amendment and re-registration, a perfected security interest in the Financed Vehicles may not have been effectively conveyed to the trust. In those other states, however, in the absence of fraud, forgery or administrative error by state recording officials, the notation of CarMax Auto’s lien on the certificate of title will be sufficient to protect the trust against the rights of subsequent purchasers of a Financed Vehicle or subsequent creditors who take a security interest in a Financed Vehicle. UCC financing statements with respect to the transfer of CarMax Auto’s security interest in the Financed Vehicles to the Seller and with respect to the transfer of the Seller’s security interest in the Financed Vehicles to the trust will be filed.

If CarMax Auto failed to obtain a first priority perfected security interest in a Financed Vehicle, its security interest would be subordinate to, among others, subsequent purchasers of that Financed Vehicle or subsequent creditors who take a perfected security interest in that Financed Vehicle. CarMax Auto will represent and warrant to the Seller in each receivables purchase agreement, and the Seller will represent and warrant to the related trust in each sale and servicing agreement or pooling and servicing agreement, as applicable, that all action necessary for CarMax Auto to obtain a perfected security interest in each Financed Vehicle has been taken. If this representation and warranty is breached and not cured with respect to a Financed Vehicle, CarMax Auto will be required to repurchase the related receivable from the Seller and the Seller will be required to repurchase the related receivable from the trust.

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In most states, a perfected security interest in a vehicle continues for four months after the vehicle is moved to a new state from the one in which it is initially registered and thereafter until the owner re-registers the vehicle in the new state. A majority of states require surrender of the related certificate of title to re-register a vehicle. In those states that require a secured party to hold possession of the certificate of title to maintain perfection of the security interest, the secured party would learn of the re-registration through the request from the obligor under the related installment sale contract or installment loan to surrender possession of the certificate of title. In the case of vehicles registered in states providing for the notation of a lien on the certificate of title but not possession by the secured party, the secured party would receive notice of surrender from the state of re-registration if the security interest is noted on the certificate of title. Thus, the secured party would have the opportunity to re-perfect its security interest in the vehicles in the state of relocation. However, these procedural safeguards will not protect the secured party if, through fraud, forgery or administrative error, the obligor procures a new certificate of title that does not list the secured party’s lien. Additionally, in states that do not require a certificate of title for registration of a vehicle, re-registration could defeat perfection. In the ordinary course of servicing the receivables, the Servicer will take steps to effect re-perfection upon receipt of notice of re-registration or information from the obligor as to relocation. Similarly, when an obligor sells a Financed Vehicle, the Servicer must surrender possession of the certificate of title or will receive notice as a result of its lien and accordingly will have an opportunity to require satisfaction of the related receivable before release of the lien. Under each sale and servicing agreement or pooling and servicing agreement, as applicable, the Servicer will be obligated to take appropriate steps, at its own expense, to maintain perfection of the security interests in the Financed Vehicles.

In most states, liens for repairs performed on a motor vehicle and liens for unpaid taxes take priority over a perfected security interest in the vehicle. The Internal Revenue Code also grants priority to certain federal tax liens over a perfected security interest in a motor vehicle. The laws of certain states and federal law permit the confiscation of motor vehicles by governmental authorities under certain circumstances if used in unlawful activities, which may result in the loss of a secured party’s perfected security interest in a confiscated vehicle. CarMax Auto will represent and warrant to the Seller in each receivables purchase agreement, and the Seller will represent and warrant to the related trust in each sale and servicing agreement or pooling and servicing agreement, as applicable, that, as of the related Closing Date, it has no knowledge of any liens or claims that have been filed, including liens for work, labor, materials or unpaid taxes, relating to a Financed Vehicle that are prior to, or equal or coordinate with, the security interest in such Financed Vehicle created by the related receivable. If this representation and warranty is breached and not cured with respect to a Financed Vehicle, CarMax Auto will be required to repurchase the related receivable from the Seller and the Seller will be required to repurchase the related receivable from the trust. However, a prior or equal lien for repairs or taxes could arise at any time during the term of a receivable. No notice will be given to the trustees or the securityholders in the event such a lien arises, and any prior or equal lien arising after the Closing Date for a trust would not give rise to a repurchase obligation.

Enforcement of Security Interests in Vehicles

The Servicer, on behalf of each trust, may take action to enforce a security interest in a Financed Vehicle securing the related receivables by repossession and resale of the Financed Vehicle. The actual repossession may be contracted out to third party contractors. Under the UCC and laws applicable in most states, a creditor can repossess a motor vehicle securing a loan by voluntary surrender, “self-help” repossession that is “peaceful” or, in the absence of voluntary surrender and the ability to repossess without breach of the peace, by judicial process. In the event of a default by the obligor, some jurisdictions require that the obligor be notified of the default and be given a time period within which to cure the default prior to repossession. Generally, this right of cure may only be exercised on a limited number of occasions during the term of the related contract. In addition, the UCC and other state laws

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require the secured party to provide the obligor with reasonable notice of the date, time and place of any public sale and/or the date after which any private sale of the collateral may be held. The obligor has the right to redeem the collateral prior to actual sale by paying the secured party the unpaid principal balance of the obligation, accrued interest plus reasonable expenses for repossessing, holding and preparing the collateral for disposition and arranging for its sale, plus, in some jurisdictions, reasonable attorneys’ fees or, in some states, by payment of delinquent installments or the unpaid balance.

The proceeds of resale of the repossessed vehicles generally will be applied first to the expenses of resale and repossession and then to the satisfaction of the indebtedness. While some states impose prohibitions or limitations on deficiency judgments if the net proceeds from resale do not cover the full amount of the indebtedness, a deficiency judgment can be sought in those states that do not prohibit or limit those judgments. In addition to the notice requirement, the UCC requires that every aspect of the sale or other disposition, including the method, manner, time, place and terms, be “commercially reasonable”. Generally, courts have held that when a sale is not “commercially reasonable”, the secured party loses its right to a deficiency judgment. In addition, the UCC permits the debtor or other interested party to recover for any loss caused by noncompliance with the provisions of the UCC. Also, prior to a sale, the UCC permits the debtor or other interested person to prohibit the secured party from disposing of the collateral if it is established that the secured party is not proceeding in accordance with the “default” provisions under the UCC. However, the deficiency judgment would be a personal judgment against the obligor for the shortfall, and a defaulting obligor can be expected to have very little capital or sources of income available following repossession. Therefore, in many cases, it may not be useful to seek a deficiency judgment or, if one is obtained, it may be settled at a significant discount or be uncollectible.

Occasionally, after resale of a repossessed vehicle and payment of all expenses and indebtedness, there is a surplus of funds. In that case, the UCC requires the creditor to remit the surplus to any holder of a subordinate lien with respect to the vehicle or, if no lienholder exists, the UCC requires the creditor to remit the surplus to the obligor.

Certain Bankruptcy Considerations

CarMax Auto and the Seller have taken steps in structuring the transactions contemplated by this prospectus and the related prospectus supplement to reduce the risk that a bankruptcy filing with respect to CarMax Auto would adversely affect the securities or that the Seller would become a debtor in a voluntary or involuntary bankruptcy case. However, there can be no assurance that payments on the securities will not be delayed or reduced as a result of a bankruptcy proceeding.

CarMax Auto and the Seller each intend that the transfer of receivables from CarMax Auto to the Seller be treated as a sale. However, if CarMax Auto were to become a debtor in a bankruptcy case, a court could take the position that the transfer should be treated as a pledge of the receivables to secure indebtedness of CarMax Auto rather than a sale. If a court were to reach such a conclusion, or if an attempt were made to litigate the issue, delays or reductions in payments on the securities could occur. In addition, if the transfer of the receivables from CarMax Auto to the Seller is treated as a pledge rather than a sale, a tax or government lien on the property of CarMax Auto arising before the transfer of a receivable to the Seller may have priority over the Seller’s interest in that receivable and, if CarMax Auto is the Servicer, a court may conclude that the trust does not have a perfected interest in cash collections on the receivables commingled with general funds of CarMax Auto. The Seller and CarMax Auto intend, and CarMax Auto will represent and warrant to the Seller in each receivables purchase agreement, that each transfer of receivables from CarMax Auto to the Seller constitutes a sale of the receivables rather than a pledge of the receivables to secure indebtedness of CarMax Auto. In addition, the Seller will receive a reasoned opinion of counsel on each Closing Date that, subject to various assumptions and qualification, the transfer of receivables from CarMax Auto to the Seller should properly constitute a sale

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for bankruptcy purposes. However, there can be no assurance that a court would not conclude that a transfer of receivables should be treated as a pledge.

If CarMax Auto were to become a debtor in a bankruptcy case, a court could take the position that the assets and liabilities of the Seller should be substantively consolidated with the assets and liabilities of CarMax Auto, in which case the receivables would be included in the estate of CarMax Auto even if the transfer of the receivables from CarMax Auto to the Seller were treated as a sale. The Seller and CarMax Auto have taken steps in structuring the transactions contemplated by this prospectus and the related prospectus supplement to reduce the risk of substantive consolidation. The limited liability company agreement of the Seller contains provisions restricting the activities of the Seller and requiring the Seller to follow specific operating procedures designed to support its treatment as an entity separate from CarMax Auto. In addition, the Seller will receive a reasoned opinion of counsel on each Closing Date that, subject to various assumptions and qualification, in the event of a bankruptcy filing with respect to CarMax Auto, the assets and liabilities of the Seller should not properly be substantively consolidated with the assets and liabilities of CarMax Auto. However, there can be no assurance that a court would not conclude that the assets and liabilities of the Seller should be consolidated with the assets and liabilities of CarMax Auto. If a court were to reach such a conclusion, or if an attempt were made to litigate the issue, delays or reductions in payments on the securities could occur.

Consumer Protection Laws

Numerous federal and state consumer protection laws and related regulations impose substantial requirements upon creditors and servicers involved in consumer finance. These laws include the Truth-in-Lending Act, the Equal Credit Opportunity Act, the Federal Trade Commission Act, the Fair Credit Reporting Act, the Fair Debt Collection Practices Act, the Magnuson-Moss Warranty Act, the Federal Reserve Board’s Regulations B and Z, the Soldiers’ and Sailors’ Civil Relief Act of 1940, the Military Reservist Relief Act, state adaptations of the National Consumer Act and of the Uniform Consumer Credit Code and state motor vehicle retail installment sale acts, retail installment sales acts and other similar laws. Also, the laws of certain states impose finance charge ceilings and other restrictions on consumer transactions and require contract disclosures in addition to those required under federal law. These requirements impose specific statutory liabilities upon creditors who fail to comply with their provisions. In some cases, this liability could affect the ability of an assignee such as the indenture trustee or the trustee, as applicable, to enforce consumer finance contracts such as the receivables.

The so-called “Holder-in-Due-Course Rule” of the Federal Trade Commission has the effect of subjecting a seller, and certain related lenders and their assignees, in a consumer credit transaction to all claims and defenses which the obligor in the transaction could assert against the seller of the goods. Liability under the Holder-in-Due-Course Rule is limited to the amounts paid by the obligor under the contract, and the holder of the contract may also be unable to collect any balance remaining due thereunder from the obligor. The Holder-in-Due-Course Rule is generally duplicated by the Uniform Consumer Credit Code, other state statutes or the common law in certain states.

Most of the receivables will be subject to the requirements of the Holder-in-Due-Course Rule. Accordingly, the trust, as holder of the receivables, will be subject to any claims or defenses that the purchaser of a Financed Vehicle may assert against the seller of the Financed Vehicle. Such claims are limited to a maximum liability equal to the amounts paid by the obligor on the receivable.

If an obligor were successful in asserting any such claim or defense as described in the two immediately preceding paragraphs, such claim or defense would constitute a breach of a representation and warranty under the receivables purchase agreement and the sale and servicing agreement or the

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pooling and serving agreement, as applicable, and would create an obligation of the Seller to repurchase the receivable unless the breach were cured.

Courts have applied general equitable principles to secured parties pursuing repossession or litigation involving deficiency balances. These equitable principles may have the effect of relieving an obligor from some or all of the legal consequences of a default.

In several cases, consumers have asserted that the self-help remedies of secured parties under the UCC and related laws violate the due process protection of the Fourteenth Amendment to the Constitution of the United States. Courts have generally either upheld the notice provisions of the UCC and related laws as reasonable or have found that the creditor’s repossession and resale do not involve sufficient state action to afford constitutional protection to consumers.

CarMax Auto will represent and warrant to the Seller in each receivables purchase agreement, and the Seller will represent and warrant to the related trust in each sale and servicing agreement or pooling and servicing agreement, as applicable, that each related receivable complies as of the related Closing Date in all material respects with all requirements of law. If an obligor has a claim against the trust for violation of any law and that claim materially and adversely affects the trust’s interest in a receivable, and that violation is not cured, CarMax Auto would be required to repurchase the receivable from the Seller and the Seller would be required to repurchase the receivable from the trust.

Other Matters

In addition to the laws limiting or prohibiting deficiency judgments, numerous other statutory provisions, including the Bankruptcy Code and related state laws, may interfere with or affect the ability of a creditor to realize upon collateral or enforce a deficiency judgment. For example, in a Chapter 13 proceeding under the Bankruptcy Code, a court may prevent a creditor from repossessing a motor vehicle and, as part of the rehabilitation plan, reduce the amount of the secured indebtedness to the market value of the motor vehicle at the time of bankruptcy, as determined by the court, leaving the party providing financing as a general unsecured creditor for the remainder of the indebtedness. A bankruptcy court may also reduce the monthly payments due under the related contract or change the rate of interest and time of repayment of the indebtedness.

Under the terms of the Soldiers’ and Sailors’ Relief Act of 1940, an obligor who enters the military service after the origination of that obligor’s receivable (including an obligor who is a member of the National Guard or is in reserve status at the time of the origination of the obligor’s receivable and is later called to active duty) is entitled to have the interest rate reduced and capped at 6% per annum for the duration of the military service, may be entitled to a stay of proceedings on foreclosures and similar actions and may have the maturity of the loan extended or the payments lowered and the payment schedule adjusted. In addition, pursuant to the laws of various states, under certain circumstances residents thereof called into active duty with the National Guard or the reserves can apply to a court to delay payments on retail installment contracts or installment loans such as the receivables. Application of either of the two foregoing acts or similar acts under state law would adversely affect, for an indeterminate period of time, the ability of the Servicer to foreclose on an affected receivable during the obligor’s period of active duty status. Thus, if that receivable goes into default, there may be delays and losses occasioned by the inability to exercise the related trust’s rights with respect to the receivable and the related Financed Vehicle in a timely fashion.

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Material Federal Income Tax Consequences

The following is a summary of material federal income tax consequences of the purchase, ownership and disposition of securities to investors who purchase the securities in the initial distribution and who hold the securities as “capital assets” within the meaning of Section 1221 of the Internal Revenue Code. The summary does not purport to deal with all federal income tax consequences applicable to all categories of holders, some of which may be subject to special rules. For example, it does not discuss the tax treatment of noteholders or certificateholders that are insurance companies, regulated investment companies, dealers in securities, holders that hold the notes or certificates, if any, as part of a hedge, straddle, “synthetic security” or other integrated transaction for United States federal income tax purposes and holders whose functional currency is not the United States dollar.

The following summary is based upon current provisions of the Internal Revenue Code, the Treasury regulations promulgated thereunder and judicial or ruling authority, all of which are subject to change, which change may be retroactive. Each trust will be provided with an opinion of McGuireWoods LLP, as federal tax counsel to the Seller, regarding certain federal income tax matters discussed below. A legal opinion, however, is not binding on the IRS or the courts. No ruling on any of the issues discussed below will be sought from the IRS. For purposes of the following summary, references to the trust, the notes, the certificates and related terms, parties and documents shall be deemed to refer, unless otherwise specified herein, to each trust and the notes, certificates, if any, and related terms, parties and documents applicable to the trust. Moreover, there are no cases or IRS rulings on similar transactions involving both debt and equity interests issued by a trust with terms similar to those of the notes and the certificates, if any. As a result, the IRS may disagree with all or a part of the discussion below. We suggest that prospective investors consult their own tax advisors in determining the federal, state, local, foreign and any other tax consequences to them of the purchase, ownership and disposition of the notes and the certificates, if any.

Unless otherwise specified, the following summary relates only to holders of the notes or certificates that are United States Persons. If a partnership (including for this purpose any entity treated as a partnership for United States federal income tax purposes) is a beneficial owner of notes or certificates, the treatment of a partner in the partnership will generally depend upon the status of the partner and upon the activities of the partnership. A holder of the notes or certificates that is a partnership and partners in such partnership should consult their tax advisors about the United States federal income tax consequences of holding and disposing of the notes or certificates, as the case may be.

McGuireWoods LLP, as federal tax counsel to the Seller, is of the opinion that:

• Unless the prospectus supplement specifies that the related trust will be treated as a grantor trust for federal income tax purposes, assuming compliance with all of the provisions of the applicable agreement, for federal income tax purposes:

(1) the notes will be characterized as debt unless otherwise stated in the prospectus supplement; and

(2) the trust will not be characterized as an association, or a publicly traded partnership, taxable as a corporation.

• If the prospectus supplement indicates that the related trust will be treated as a grantor trust for federal income tax purposes, assuming compliance with all of the provisions of the applicable agreement, for federal income tax purposes:

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(1) the trust will be characterized as a grantor trust under Subpart E, Part 1 of Subchapter J of the Internal Revenue Code and not as an association, or publicly traded partnership, taxable as a corporation; and

(2) each certificateholder will be treated as the owner of a pro rata undivided interest in the assets included in the trust.

• Therefore, in either case, the trust will not be subject to an entity level tax for federal income tax purposes.

Each opinion is an expression of an opinion only, is not a guarantee of results and is not binding on the IRS or any third party.

Trusts Treated as Partnerships

Tax Characterization of the Trust as a Partnership

In the opinion of McGuireWoods LLP, as federal tax counsel to the Seller, a trust that is treated as a partnership for federal income tax purposes will not be an association (or publicly traded partnership) taxable as a corporation for federal income tax purposes. Therefore, the trust itself will not be subject to tax for federal income tax purposes. This opinion will be based on the assumption that the terms of the trust agreement and related documents will be complied with, and on counsel’s conclusions that the nature of the income of the trust will exempt it from the rule that certain publicly traded partnerships are taxable as corporations.

If a trust were taxable as a corporation for federal income tax purposes, the trust would be subject to corporate income tax on its taxable income. The trust’s taxable income would include all its income on the receivables and may possibly be reduced by its interest expense on the notes. Any corporate income tax could materially reduce cash available to make payments on the notes and distributions on the certificates, if any, and the related certificateholders could be liable for any tax that is unpaid by the trust.

Tax Consequences to Holders of the Notes

Treatment of the Notes as Indebtedness. The noteholders will agree by their purchase of notes, to treat the notes as debt for federal income tax purposes. In the opinion of McGuireWoods LLP, except as otherwise provided in the related prospectus supplement, the notes will be classified as debt for federal income tax purposes. The discussion below assumes that this characterization is correct.

Original Issue Discount, etc. The discussion below assumes that all payments on the notes are denominated in United States dollars, that principal and interest is payable on the notes and that the notes are not indexed securities or entitled to principal or interest payments with disproportionate, nominal or no payments. Moreover, the discussion assumes that the interest formula for the notes meets the requirements for “qualified stated interest” under the Treasury regulations relating to original issue discount (or, the original issue discount regulations), and that any original issue discount on the notes, i.e., any excess of the principal amount of the notes over their issue price, does not exceed a de minimis amount, i.e.,  ¹/4% of their principal amount multiplied by their weighted average maturities included in their term, all within the meaning of the original issue discount regulations. If these conditions are not satisfied with respect to the notes, additional tax considerations with respect to the notes will be provided in the related prospectus supplement.

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Interest Income on the Notes. Based on the foregoing assumptions, except as discussed in the following paragraph, the notes will not be considered to have been issued with original issue discount. The stated interest thereon will be taxable to a noteholder as ordinary interest income when received or accrued in accordance with the noteholder’s method of tax accounting. Under the original issue discount regulations, a holder of a note issued with a de minimis amount of original issue discount must include any original issue discount in income, on a pro rata basis, as principal payments are made on the note. A subsequent purchaser who buys a note for more or less than its principal amount will generally be subject, respectively, to the premium amortization or market discount rules of the Internal Revenue Code.

A holder of a note having a fixed maturity of one year or less, known as a “Short-Term Note”, may be subject to special rules. An accrual basis holder of a Short-Term Note, and certain cash method holders, including regulated investment companies, as set forth in Section 1281 of the Internal Revenue Code, generally would be required to report interest income as interest accrues on a straight-line basis over the term of each interest period. Other cash basis holders of a Short-Term Note would, in general, be required to report interest income as interest is paid, or, if earlier, upon the taxable disposition of the Short-Term Note. However, a cash basis holder of a Short-Term Note reporting interest income as it is paid may be required to defer a portion of any interest expense otherwise deductible on indebtedness incurred to purchase or carry the Short-Term Note until the taxable disposition of the Short-Term Note. A cash basis taxpayer may elect under Section 1281 of the Internal Revenue Code to accrue interest income on all nongovernment debt obligations with a term of one year or less, in which case the taxpayer would include interest on the Short-Term Note in income as it accrues, but would not be subject to the interest expense deferral rule referred to in the preceding sentence. Certain special rules apply if a Short-Term Note is purchased for more or less than its principal amount.

Sale or Other Disposition. If a noteholder sells a note, the holder will recognize gain or loss in an amount equal to the difference between the amount realized on the sale and the holder’s adjusted tax basis in the note. The adjusted tax basis of a note to a particular noteholder will equal the holder’s cost for the note, increased by any market discount and original issue discount previously included by the noteholder in income with respect to the note and decreased by the amount of bond premium, if any, previously amortized and by the amount of principal payments previously received by the noteholder with respect to the note. Any gain or loss will be capital gain or loss if the note was held as a capital asset, except for gain representing accrued interest and accrued market discount not previously included in income. Any capital gain recognized upon a sale, exchange or other disposition of a note will be long-term capital gain if the seller’s holding period is more than one year and will be short-term capital gain if the seller’s holding period is one year or less. The deductibility of capital losses is subject to certain limitations. We suggest that prospective investors consult with their own tax advisors concerning the United States federal tax consequences of the sale, exchange or other disposition of a note.

Foreign Holders. Interest payments made, or accrued, to a noteholder who is a Foreign Person that is an individual or corporation for federal income tax purposes generally will be considered “portfolio interest”, and generally will not be subject to United States federal income tax and withholding if the interest is not effectively connected with the conduct of a trade or business within the United States by the Foreign Person and the Foreign Person:

• is not actually or constructively a “10 percent shareholder” of the trust or the Seller (including a holder of 10% of the outstanding certificates, if any), a “controlled foreign corporation” with respect to which the trust or the Seller is a “related person” within the meaning of the Internal Revenue Code or a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business; and

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• provides the indenture trustee or other person who is otherwise required to withhold United States tax with respect to the notes with an appropriate statement, on IRS Form W-8BEN or a similar form, signed under penalty of perjury, certifying that the beneficial owner of the note is a Foreign Person and providing the Foreign Person’s name and address.

In the case of a Foreign Person that is an individual or a corporation (or an entity treated as such for federal income tax purposes), if a note is held through a securities clearing organization or certain other financial institutions, the organization or institution may provide the relevant signed statement to the withholding agent; in that case, however, the signed statement must be accompanied by a copy of the IRS Form W-8BEN or substitute form provided by the Foreign Person that owns the note. If such interest is not portfolio interest, then it will be subject to withholding tax unless the Foreign Person provides a properly executed IRS Form W-8BEN claiming an exemption from or reduction in withholding under the benefit of a tax treaty or an IRS Form W-8ECI stating that interest paid is not subject to withholding tax because it is effectively connected with the Foreign Person’s conduct of a trade or business in the United States. If the interest is effectively connected income, the Foreign Person, although exempt from the withholding tax discussed above, will be subject to United States federal income tax on that interest at graduated rates. A Foreign Person other than an individual or corporation (or an entity treated as such for federal income tax purposes) holding the notes on its own behalf may have substantially increased reporting requirements. In particular, in case of notes held by a foreign partnership or foreign trust, the partners or beneficiaries, as the case may be, may be required to provide certain additional information.

Any capital gain realized on the sale, redemption, retirement or other taxable disposition of a note by a Foreign Person will be exempt from United States federal income and withholding tax, provided that the gain is not effectively connected with the conduct of a trade or business in the United States by the Foreign Person and, in the case of an individual Foreign Person, the Foreign Person is not present in the United States for 183 days or more in the taxable year and does not otherwise have a “tax home” within the United States.

Backup Withholding. Each holder of a note, other than an exempt holder such as a corporation, tax-exempt organization, qualified pension and profit-sharing trust, individual retirement account or nonresident alien who provides certification as to status as a nonresident, will be required to provide, under penalty of perjury, a certificate containing the holder’s name, address, correct federal taxpayer identification number and a statement that the holder is not subject to backup withholding. Should a nonexempt noteholder fail to provide the required certification, the trust will be required to backup withhold a certain portion of the amount otherwise payable to the holder, and remit the withheld amount to the IRS as a credit against the holder’s federal income tax liability.

Possible Alternative Treatments of the Notes. If, contrary to the opinion of McGuireWoods LLP, the IRS successfully asserted that one or more of the notes did not represent debt for federal income tax purposes, the notes might be treated as equity interests in the trust. If so treated, the trust might be treated as a publicly traded partnership taxable as a corporation with potentially adverse tax consequences, and the publicly traded partnership taxable as a corporation would not be able to reduce its taxable income by deductions for interest expense on notes recharacterized as equity. Alternatively, and most likely in the view of McGuireWoods LLP, the trust would be treated as a publicly traded partnership that would not be taxable as a corporation because it would meet certain qualifying income tests. Treatment of the notes as equity interests in such a partnership would probably be treated as guaranteed payments, which could result in adverse tax consequences to certain holders. For example, income to certain tax-exempt entities, including pension funds, would be “unrelated business taxable income”, income to foreign holders generally would be subject to United States tax and United States tax return filing and withholding requirements, and individual holders might be subject to certain limitations on their ability to deduct their share of trust expenses.

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Tax Consequences to Holders of the Certificates

Treatment of the Trust as a Partnership. Unless otherwise provided in the related prospectus supplement, the Seller will agree, and the certificateholders will agree by their purchase of certificates, to treat the trust as a partnership for purposes of federal and state income tax, franchise tax and any other tax measured in whole or in part by income, with the assets of the partnership being the assets held by the trust, the partners of the partnership being the certificateholders, including the Seller in its capacity as recipient of distributions from any reserve account, and the notes being debt of the related partnership. However, the proper characterization of the arrangement involving the trust, the certificates, the notes, the Seller and CarMax Auto is not clear because there is no authority on transactions closely comparable to that contemplated herein.

A Variety of Alternative Characterizations are Possible. For example, because the certificates have certain features characteristic of debt, the certificates might be considered debt of the Seller or the trust. That characterization would not result in materially adverse tax consequences to certificateholders as compared to the consequences from treatment of the certificates as equity in a partnership, described below. See “Tax Consequences to Holders of the Notes” above. The following discussion assumes that the certificates represent equity interests in a partnership.

Indexed Securities, etc. The following discussion assumes that all payments on the certificates are denominated in United States dollars, principal and interest are distributed on the certificates, a series of securities includes a single class of certificates and that the certificates are not indexed securities or entitled to principal or interest payments with disproportionate, nominal or no payments. If these conditions are not satisfied with respect to any given series of certificates, additional tax considerations with respect to the certificates will be disclosed in the related prospectus supplement.

Partnership Taxation. As a partnership, the trust will not be subject to federal income tax. Rather, each certificateholder will be required to separately take into account the holder’s allocated share of income, gains, losses, deductions and credits of the trust. The trust’s income will consist primarily of interest and finance charges earned on the receivables, including appropriate adjustments for market discount, original issue discount and bond premium, and any gain upon collection or disposition of receivables. The trust’s deductions will consist primarily of interest accruing with respect to the notes, servicing and other fees, and losses or deductions upon collection or disposition of receivables.

The tax items of a partnership are allocable to the partners in accordance with the Internal Revenue Code, Treasury regulations and the partnership agreement, in this case, the trust agreement and related documents. The trust agreement will provide, in general, that the certificateholders will be allocated taxable income of the trust for each month equal to the sum of:

• the interest that accrues on the certificates in accordance with their terms for that month, including interest accruing at the applicable pass-through or certificate rate for that month and interest on amounts previously due on the certificates but not yet distributed;

• any trust income attributable to discount on the receivables that corresponds to any excess of the principal amount of the certificates over their initial issue price;

• any prepayment premium payable to the certificateholders for that month; and

• any other amounts of income payable to the certificateholders for that month.

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That allocation will be reduced by any amortization by the trust of premium on receivables that corresponds to any excess of the issue price of certificates over their principal amount. All remaining taxable income of the trust will be allocated to the Seller. Based on the economic arrangement of the parties, this approach for allocating trust income should be permissible under applicable Treasury regulations, although no assurance can be given that the IRS would not require a greater amount of income to be allocated to certificateholders. Moreover, even under the foregoing method of allocation, certificateholders may be allocated income equal to the entire pass-through or certificate rate plus the other items described above even though the trust might not have sufficient cash to make current cash distributions of these amounts. Thus, cash basis holders will in effect be required to report income from the certificates on the accrual basis and certificateholders may become liable for taxes on trust income even if they have not received cash from the trust to pay these taxes. In addition, because tax allocations and tax reporting will be done on a uniform basis for all certificateholders but certificateholders may be purchasing certificates at different times and at different prices, certificateholders may be required to report on their tax returns taxable income that is greater or less than the amount reported to them by the trust. See “Material Federal Income Tax Consequences—Trusts Treated as Partnerships—Allocations Between Transferors and Transferees”.

All of the taxable income allocated to a certificateholder that is a pension, profit sharing plan, Plan or other tax-exempt entity (including an individual retirement account) will constitute “unrelated business taxable income” generally taxable to the holder under the Internal Revenue Code.

An individual taxpayer’s share of expenses of the trust (including fees to the Servicer but not interest expense) would be miscellaneous itemized deductions. Those deductions might be disallowed to the individual in whole or in part and might result in the holder being taxed on an amount of income that exceeds the amount of cash actually distributed to the holder over the life of the trust.

The trust intends to make all tax calculations relating to income and allocations to certificateholders on an aggregate basis. If the IRS were to require that these calculations be made separately for each receivable, the trust might be required to incur additional expense but it is believed that there would not be a material adverse effect on certificateholders.

Discount and Premium. Unless otherwise provided in the related prospectus supplement, CarMax Auto and the Seller will represent that the receivables were not issued with original issue discount, and, therefore, the trust should not have original issue discount income. However, the purchase price paid by the trust for the receivables may be greater or less than the remaining principal balance of the receivables at the time of purchase. If so, the receivables will have been acquired at a premium or discount, as the case may be. As indicated above, the trust will make this calculation on an aggregate basis, but might be required to recompute it on a receivable-by-receivable basis.

If the trust acquires the receivables at a market discount or premium, the trust will elect to include that discount in income currently as it accrues over the life of the receivables or to offset that premium against interest income on the receivables. As indicated above, a portion of that market discount income or premium deduction may be allocated to certificateholders.

Section 708 Termination. Under Section 708 of the Internal Revenue Code, the trust will be deemed to terminate for federal income tax purposes if 50% or more of the capital and profits interests in the trust are sold or exchanged within a 12-month period. Pursuant to final Treasury regulations issued on May 9, 1997, if such a termination occurs, the trust will be considered to have contributed the assets consisting of the old partnership to a new partnership in exchange for interests in the partnership. The interests would be deemed distributed to the partners of the old partnership in liquidation thereof, which would not constitute a taxable sale or exchange.

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Disposition of Certificates. Generally, capital gain or loss will be recognized on a sale of certificates in an amount equal to the difference between the amount realized and the seller’s tax basis in the certificates sold. A certificateholder’s tax basis in a certificate will generally equal the holder’s cost increased by the holder’s share of trust income (includable in income) and decreased by any distributions received with respect to the certificate. In addition, both the tax basis in the certificates and the amount realized on a sale of a certificate would include the holder’s share of the principal amount of the notes and other liabilities of the trust. A holder acquiring certificates at different prices may be required to maintain a single aggregate adjusted tax basis in the certificates, and, upon sale or other disposition of some of the certificates, allocate a portion of that aggregate tax basis to the certificates sold, rather than maintaining a separate tax basis in each certificate for purposes of computing gain or loss on a sale of that certificate.

Any gain on the sale of a certificate attributable to the holder’s share of unrecognized accrued market discount on the receivables would generally be treated as ordinary income to the holder and would give rise to special tax reporting requirements. The trust does not expect to have any other assets that would give rise to these special reporting requirements. Thus, to avoid those special reporting requirements, the trust will elect to include market discount in income as it accrues.

If a certificateholder is required to recognize an aggregate amount of income, not including income attributable to disallowed itemized deductions described above, over the life of the certificates that exceeds the aggregate cash distributions with respect thereto, the excess will generally give rise to a capital loss upon the retirement of the certificates.

Allocations Between Transferors and Transferees. In general, the trust’s taxable income and losses will be determined monthly and the tax items for a particular calendar month will be apportioned among the certificateholders in proportion to the principal amount of certificates owned by them as of the close of the last day of the month. As a result, a holder purchasing certificates may be allocated tax items, which will affect its tax liability and tax basis, attributable to periods before the actual transaction.

The use of a monthly convention may not be permitted by existing regulations. If a monthly convention is not allowed, or only applies to transfers of less than all of the partner’s interest, taxable income or losses of the trust might be reallocated among the certificateholders. The Seller is authorized to revise the trust’s method of allocation between transferors and transferees to conform to a method permitted by future regulations.

Section 754 Election. In the event that a certificateholder sells its certificates at a profit or loss, the purchasing certificateholder will have a higher or lower basis in the certificates than the selling certificateholder had. The tax basis of the trust’s assets will not be adjusted to reflect that higher or lower basis unless the trust were to file an election under Section 754 of the Internal Revenue Code. In order to avoid the administrative complexities that would be involved in keeping accurate accounting records, as well as potentially onerous information reporting requirements, the trust will not make that election. As a result, certificateholders might be allocated a greater or lesser amount of trust income than would be appropriate based on their own purchase price for the certificates.

Administrative Matters. The trustee is required to keep or have kept complete and accurate books of the trust. The books will be maintained for financial reporting and tax purposes on an accrual basis and the fiscal year of the trust will be the calendar year. The trustee will file a partnership information return, IRS Form 1065, with the IRS for each taxable year of the trust and will report each certificateholder’s allocable share of items of trust income and expense to holders and the IRS on Schedule K-1. The trust will provide the Schedule K-1 information to nominees that fail to provide the trust with the information statement described below and the nominees will be required to forward the information to the beneficial owners of the certificates. Generally, holders must file tax returns that are consistent with the information

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return filed by the trust or be subject to penalties unless the holder notifies the IRS of all such inconsistencies.

Under Section 6031 of the Internal Revenue Code, any person that holds certificates as a nominee at any time during a calendar year is required to furnish the trust with a statement containing certain information on the nominee, the beneficial owners and the certificates so held. The information includes the name, address and taxpayer identification number of the nominee and, as to each beneficial owner:

• the name, address and identification number of the person;

• whether the person is a United States Person, a tax-exempt entity or a foreign government, an international organization, or any wholly owned agency or instrumentality of either of the foregoing; and

• certain information on certificates that were held, bought or sold on behalf of the person throughout the year.

In addition, brokers and financial institutions that hold certificates through a nominee are required to furnish directly to the trust information as to themselves and their ownership of certificates. A clearing agency registered under Section 17A of the Exchange Act, is not required to furnish this information statement to the trust. The information referred to above for any calendar year must be furnished to the trust on or before the following January 31. Nominees, brokers and financial institutions that fail to provide the trust with the information described above may be subject to penalties.

The Seller will be designated as the tax matters partner in the related trust agreement or sale and servicing agreement and, therefore, will be responsible for representing the certificateholders in any dispute with the IRS. The Internal Revenue Code provides for administrative examination of a partnership as if the partnership were a separate and distinct taxpayer. Generally, the statute of limitations for partnership items does not expire before three years after the date on which the partnership information return is filed. Any adverse determination following an audit of the return of the trust by the appropriate taxing authorities could result in an adjustment of the returns of the certificateholders, and, under certain circumstances, a certificateholder may be precluded from separately litigating a proposed adjustment to the items of the trust. An adjustment could also result in an audit of a certificateholder’s returns and adjustments of items not related to the income and losses of the trust.

Tax Consequences to Foreign Certificateholders. It is not clear whether the trust would be considered to be engaged in a trade or business in the United States for purposes of federal withholding taxes with respect to non-United States persons because there is no clear authority dealing with that issue under facts substantially similar to those described herein. Although it is not expected that the trust would be engaged in a trade or business in the United States for these purposes, the trust will withhold as if it were so engaged in order to protect the trust from possible adverse consequences of a failure to withhold. The trust expects to withhold on the portion of its taxable income that is allocable to foreign certificateholders pursuant to Section 1446 of the Internal Revenue Code, as if the income were effectively connected to a United States trade or business, at the highest rate of tax applicable to their United States domestic counterparts in the case of foreign corporations, partnerships, trusts and estates and individual nonresident aliens, respectively. Subsequent adoption of Treasury regulations or the issuance of other administrative pronouncements may require the trust to change its withholding procedures. In determining a holder’s withholding status, the trust may rely on IRS Form W-8BEN, Internal Revenue Code Form W-9 or the holder’s certification of nonforeign status signed under penalty of perjury.

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Each foreign holder might be required to file a United States individual or corporate income tax return on its share of the trust’s income, and in the case of a corporation, may be subject to the branch profits tax. Each foreign holder must obtain a taxpayer identification number from the IRS and submit that number to the trust on IRS Form W-8BEN, or substantially identical form, in order to assure appropriate crediting of the taxes withheld. A foreign holder generally would be entitled to file with the IRS a claim for refund with respect to taxes withheld by the trust, taking the position that no taxes were due because the trust was not engaged in a United States trade or business. However, interest payments made, or accrued, to a certificateholder who is a Foreign Person generally will be considered guaranteed payments to the extent the payments are determined without regard to the income of the trust. If these interest payments are properly characterized as guaranteed payments, then the interest will not be considered “portfolio interest”. As a result, certificateholders will be subject to United States federal income tax and withholding tax unless eliminated pursuant to an applicable treaty. In that case, a foreign holder would only be entitled to claim a refund for that portion of the taxes in excess of the taxes that should be withheld with respect to the guaranteed payments.

A Foreign Person that is not an individual or corporation (or an entity treated as such for federal income tax purposes) may be subject to more complex rules. In particular, in the case of certificates held by a foreign partnership or foreign trust, the partners or beneficiaries, as the case may be, may be required to provide certain additional information.

Backup Withholding. Distributions made on the certificates and proceeds from the sale of the certificates will be subject to “backup” withholding tax if, in general, the certificateholder fails to comply with certain identification procedures, unless the holder is an exempt recipient under applicable provisions of the Internal Revenue Code.

Trusts in Which all Certificates are Retained by the Seller or an Affiliate of the Seller

Tax Characterization of the Trust

In the opinion of McGuireWoods LLP, as federal tax counsel to the Seller, a trust which issues one or more classes of notes to investors and all the certificates of which are retained by the Seller or an affiliate thereof will not be an association (or publicly traded partnership) taxable as a corporation for federal income tax purposes. Therefore, the trust itself will not be subject to tax for federal income tax purposes. This opinion will be based on the assumption that the terms of the trust agreement and related documents will be complied with, and on counsel’s conclusions that the trust will constitute a mere security arrangement for the issuance of debt by the single certificateholder.

Treatment of the Notes as Indebtedness. CarMax Auto and the Seller will agree, and the noteholders will agree by their purchase of notes, to treat the notes as debt for federal income tax purposes. In the opinion of McGuireWoods LLP, except as otherwise provided in the related prospectus supplement, the notes will be classified as debt for federal income tax purposes. Assuming this characterization of the notes is correct, the federal income tax consequences to noteholders described above under “Trusts Treated as Partnerships—Tax Consequences to Holders of the Notes” would apply to the noteholders.

If, contrary to the opinion of McGuireWoods LLP, the IRS successfully asserted that one or more classes of notes did not represent debt for federal income tax purposes, this class or classes of notes might be treated as equity interests in the trust. If so treated, the trust might be treated as a publicly traded partnership taxable as a corporation with potentially adverse tax consequences, and the publicly traded partnership taxable as a corporation would not be able to reduce its taxable income by deductions for interest expense on notes recharacterized as equity. Alternatively, and more likely in the view of

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McGuireWoods LLP, the trust would most likely be treated as a publicly traded partnership that would not be taxable as a corporation because it would meet certain qualifying income tests. Nonetheless, treatment of notes as equity interests in a partnership could have adverse tax consequences to certain holders of the notes. For example, income to certain tax-exempt entities, including pension funds, might be treated as “unrelated business taxable income”, income to foreign holders may be subject to United States withholding tax and United States tax return filing requirements, and individual holders might be subject to certain limitations on their ability to deduct their share of trust expenses. In the event one or more classes of notes were treated as interests in a partnership, the consequences governing the certificates as equity interests in a partnership described above under “Trusts Treated as Partnerships—Tax Consequences to Holders of the Certificates” would apply to the holders of the notes.

Trusts Treated as Grantor Trusts

Tax Characterization of the Trust as a Grantor Trust

If a partnership election is not made, McGuireWoods LLP, as federal tax counsel to the Seller, is of the opinion that the trust will be characterized as a grantor trust under Subpart E, Part 1 of Subchapter J of the Internal Revenue Code and not as an association, or publicly traded partnership, taxable as a corporation. Therefore, the trust itself will not be subject to tax for federal income tax purposes. In this case, certificateholders will be treated for federal income tax purposes as owners of a portion of the trust’s assets as described below.

Characterization. Each Grantor Trust Certificateholder will be treated as the equitable owner of a pro rata undivided interest in each of the receivables in the trust, including any principal and interest payments received by the trust. Any amounts received by a Grantor Trust Certificateholder in lieu of amounts due with respect to any receivable because of a default or delinquency in payment will be treated for federal income tax purposes as having the same character as the payments they replace.

Each Grantor Trust Certificateholder will be required to report on its federal income tax return in accordance with the Grantor Trust Certificateholder’s method of accounting its pro rata share of the entire income from the receivables in the trust represented by Grantor Trust Certificates, including interest, original interest discount, if any, prepayment fees, assumption fees, any gain recognized upon an assumption and late payment charges received by the Servicer. Under Sections 162 or 212 of the Internal Revenue Code, each Grantor Trust Certificateholder will be entitled to deduct its pro rata share of servicing fees, prepayment fees, assumption fees, any loss recognized upon an assumption and late payment charges retained by the Servicer, provided that these amounts are reasonable compensation for services rendered to the trust. Grantor Trust Certificateholders that are individuals, estates or trusts will be entitled to deduct their share of expenses only to the extent these expenses plus all other Section 212 expenses exceed two percent of their adjusted gross income. In addition, Section 68 of the Internal Revenue Code provides that the amount of itemized deductions otherwise allowable for an individual whose adjusted gross income exceeds a specified amount will be reduced by the lesser of 3% of the excess of the individual’s adjusted gross income over that amount or 80% of the amount of itemized deductions otherwise allowable for the taxable year. Further, Grantor Trust Certificateholders, other than corporations, subject to the alternative minimum tax may not deduct miscellaneous itemized deductions in determining such holders’ alternative minimum taxable income. A Grantor Trust Certificateholder using the cash method of accounting must take into account its pro rata share of income and deductions as and when collected by or paid to the Servicer. A Grantor Trust Certificateholder using an accrual method of accounting must take into account its pro rata share of income and deductions as they become due or are paid to the Servicer, whichever is earlier. If the servicing fees paid to the Servicer are deemed to exceed reasonable servicing compensation, the amount of that excess could be considered as an ownership interest retained by the Servicer (or any person to whom the Servicer assigned for value all or a portion of

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the servicing fees) in a portion of the interest payments on the receivables. The receivables would then be subject to the “stripped bond” rules of the Internal Revenue Code discussed below.

Stripped Bonds. If the servicing fees on the receivables are deemed to exceed reasonable servicing compensation, based on recent guidance by the IRS, each purchaser of a Grantor Trust Certificate will be treated as the purchaser of a stripped bond which generally should be treated as a single debt instrument issued on the day it is purchased for purposes of calculating any original issue discount. Generally, under the Section 1286 Treasury Regulations, if the discount on a stripped bond is larger than a de minimis amount, as calculated for purposes of the original issue discount rules of the Internal Revenue Code, the stripped bond will be considered to have been issued with original issue discount. See “Original Issue Discount”. The original issue discount on a Grantor Trust Certificate will be the excess of the Grantor Trust Certificate’s stated redemption price over its issue price. The issue price of a Grantor Trust Certificate as to any purchaser will be equal to the price paid by the purchaser of the Grantor Trust Certificate. The stated redemption price of a Grantor Trust Certificate will be the sum of all payments to be made on the Grantor Trust Certificate other than “qualified stated interest”, if any. Based on the preamble to the Section 1286 Treasury Regulations, McGuireWoods LLP is of the opinion that, although the matter is not entirely clear, the interest income on the certificates at the sum of the pass through rate and the portion of the servicing fee rate that does not constitute excess servicing will be treated as “qualified stated interest” within the meaning of the Section 1286 Treasury Regulations and that income will be so treated in the trustee’s tax information reporting. Notice will be given in the applicable pricing supplement when it is determined that Grantor Trust Certificates will be issued with greater than de minimis original issue discount.

Original Issue Discount on Stripped Bonds. If the stripped bonds have more than a de minimis amount of original issue discount, the special rules of the Internal Revenue Code relating to “original issue discount”, currently Sections 1271 through 1273 and 1275 of the Internal Revenue Code will be applicable to a Grantor Trust Certificateholder’s interest in those receivables treated as stripped bonds. Generally, a Grantor Trust Certificateholder that acquires an interest in a stripped bond issued or acquired with original issue discount must include in gross income the sum of the “daily portions”, as defined below, of the original issue discount on that stripped bond for each day on which it owns a certificate, including the date of purchase but excluding the date of disposition. In the case of an original Grantor Trust Certificateholder, the daily portions of original issue discount with respect to a stripped bond generally would be determined as follows. A calculation will be made of the portion of original issue discount that accrues on the stripped bond during each successive monthly accrual period, or shorter period in respect of the date of original issue or the final Distribution Date. This will be done, in the case of each full monthly accrual period, by adding the present value of all remaining payments to be received on the stripped bond under the prepayment assumption used in respect of the stripped bonds and any payments received during that accrual period, and subtracting from that total the “adjusted issue price” of the stripped bond at the beginning of that accrual period. No representation is made that the stripped bonds will prepay at any prepayment assumption. The “adjusted issue price” of a stripped bond at the beginning of the first accrual period is its issue price, as determined for purposes of the original issue discount rules of the Internal Revenue Code, and the “adjusted issue price” of a stripped bond at the beginning of a subsequent accrual period is the “adjusted issue price” at the beginning of the immediately preceding accrual period plus the amount of original issue discount allocable to that accrual period and reduced by the amount of any payment, other than “qualified stated interest”, made at the end of or during that accrual period. The original issue discount accruing during that accrual period will then be divided by the number of days in the period to determine the daily portion of original issue discount for each day in the period. With respect to an initial accrual period shorter than a full monthly accrual period, the daily portions of original issue discount must be determined according to an appropriate allocation under either an exact or approximate method set forth in the original issue discount regulations, or some other

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reasonable method, provided that the method is consistent with the method used to determine the yield to maturity of the stripped bonds.

With respect to stripped bonds, the method of calculating original issue discount as described above will cause the accrual of original issue discount to either increase or decrease, but never below zero, in any given accrual period to reflect the fact that prepayments are occurring at a faster or slower rate than the prepayment assumption used in respect of the stripped bonds. We suggest that subsequent purchasers that purchase stripped bonds at more than a de minimis discount consult their tax advisors with respect to the proper method to accrue the original issue discount.

Market Discount if Stripped Bond Rules Do Not Apply. A Grantor Trust Certificateholder that acquires an undivided interest in receivables may be subject to the market discount rules of Sections 1276 through 1278 of the Internal Revenue Code to the extent an undivided interest in a receivable is considered to have been purchased at a “market discount”. Generally, the amount of market discount is equal to the excess of the portion of the principal amount of the receivable allocable to the holder’s undivided interest over the holder’s tax basis in the interest. Market discount with respect to a Grantor Trust Certificate will be considered to be zero if the amount allocable to the Grantor Trust Certificate is less than 0.25% of the Grantor Trust Certificate’s stated redemption price at maturity multiplied by the weighted average maturity remaining after the date of purchase. Treasury regulations implementing the market discount rules have not yet been issued; therefore, we suggest that investors consult their own tax advisors regarding the application of these rules and the advisability of making any of the elections allowed under Sections 1276 through 1278 of the Internal Revenue Code.

The Internal Revenue Code provides that any principal payment, whether a scheduled payment or a prepayment, or any gain on disposition of a market discount bond shall be treated as ordinary income to the extent that it does not exceed the accrued market discount at the time of the payment. The amount of accrued market discount for purposes of determining the tax treatment of subsequent principal payments or dispositions of the market discount bond is to be reduced by the amount so treated as ordinary income.

The Internal Revenue Code also grants the Treasury Department authority to issue regulations providing for the computation of accrued market discount on debt instruments, the principal of which is payable in more than one installment. While the Treasury Department has not yet issued regulations, rules described in the relevant legislative history will apply. Under those rules, the holder of a market discount bond may elect to accrue market discount either on the basis of a constant interest rate or according to one of the following methods. If a Grantor Trust Certificate is issued with original issue discount, the amount of market discount that accrues during any accrual period would be equal to the product of the total remaining market discount and a fraction, the numerator of which is the original issue discount accruing during the period and the denominator of which is the total remaining original issue discount at the beginning of the accrual period. For Grantor Trust Certificates issued without original issue discount, the amount of market discount that accrues during a period is equal to the product of the total remaining market discount and a fraction, the numerator of which is the amount of stated interest paid during the accrual period and the denominator of which is the total amount of stated interest remaining to be paid at the beginning of the accrual period. For purposes of calculating market discount under any of the above methods in the case of instruments, such as the Grantor Trust Certificates, that provide for payments that may be accelerated by reason of prepayments of other obligations securing the instruments, the same prepayment assumption applicable to calculating the accrual of original issue discount will apply. Because the regulations described above have not been issued, it is impossible to predict what effect those regulations might have on the tax treatment of a Grantor Trust Certificate purchased at a discount or premium in the secondary market.

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A holder who acquired a Grantor Trust Certificate at a market discount also may be required to defer a portion of its interest deductions for the taxable year attributable to any indebtedness incurred or continued to purchase or carry the Grantor Trust Certificate purchased with market discount. For these purposes, the de minimis rule referred above applies. Any deferred interest expense would not exceed the market discount that accrues during the taxable year and is, in general, allowed as a deduction not later than the year in which the market discount is includable in income. If the holder elects to include market discount in income currently as it accrues on all market discount instruments acquired by the holder in that taxable year or thereafter, the interest deferral rule described above will not apply.

Premium. The price paid for a Grantor Trust Certificate by a holder will be allocated to the holder’s undivided interest in each receivable based on each receivable’s relative fair market value, so that the holder’s undivided interest in each receivable will have its own tax basis. A Grantor Trust Certificateholder that acquires an interest in receivables at a premium may elect to amortize the premium under a constant interest method. Amortizable bond premium will be treated as an offset to interest income on the Grantor Trust Certificate. The basis for the Grantor Trust Certificate will be reduced to the extent that amortizable premium is applied to offset interest payments. It is not clear whether a reasonable prepayment assumption should be used in computing amortization of premium allowable under Section 171 of the Internal Revenue Code. A Grantor Trust Certificateholder that makes this election for a Grantor Trust Certificate that is acquired at a premium will be deemed to have made an election to amortize bond premium with respect to all debt instruments having amortizable bond premium that the Grantor Trust Certificateholder acquires during the year of the election or thereafter.

If a premium is not subject to amortization using a reasonable prepayment assumption, the holder of a Grantor Trust Certificate acquired at a premium should recognize a loss if a receivable prepays in full, equal to the difference between the portion of the prepaid principal amount of the receivable that is allocable to the Grantor Trust Certificate and the portion of the adjusted basis of the Grantor Trust Certificate that is allocable to the receivable. If a reasonable prepayment assumption is used to amortize the premium, it appears that such a loss would be available, if at all, only if prepayments have occurred at a rate faster than the reasonable assumed prepayment rate. It is not clear whether any other adjustments would be required to reflect differences between an assumed prepayment rate and the actual rate of prepayments.

On December 30, 1997 the IRS issued final regulations dealing with amortizable bond premium. These regulations specifically do not apply to prepayable debt instruments subject to Section 1272(a)(6) of the Internal Revenue Code. Absent further guidance from the IRS, the trustee intends to account for amortizable bond premium in the manner described above. It is recommended that prospective purchasers of the certificates consult their tax advisors regarding the possible application of these amortizable bond premium regulations.

Election to Treat All Interest as Original Issue Discount. The original issue discount regulations permit a Grantor Trust Certificateholder to elect to accrue all interest, discount, including de minimis market or original issue discount, and premium in income as interest, based on a constant yield method. If such an election were to be made with respect to a Grantor Trust Certificate with market discount, the Grantor Trust Certificateholder would be deemed to have made an election to include in income currently market discount with respect to all other debt instruments having market discount that the Grantor Trust Certificateholder acquires during the year of the election or thereafter. Similarly, a Grantor Trust Certificateholder that makes this election for a Grantor Trust Certificate that is acquired at a premium will be deemed to have made an election to amortize bond premium with respect to all debt instruments having amortizable bond premium that the Grantor Trust Certificateholder owns or acquires. See “Premium”. The election to accrue interest, discount and premium on a constant yield method with respect to a Grantor Trust Certificate is irrevocable.

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Sale or Exchange of a Grantor Trust Certificate. Sale or exchange of a Grantor Trust Certificate prior to its maturity will result in gain or loss equal to the difference, if any, between the amount received and the owner’s adjusted basis in the Grantor Trust Certificate. The adjusted basis generally will equal the seller’s purchase price for the Grantor Trust Certificate, increased by the original issue discount included in the seller’s gross income with respect to the Grantor Trust Certificate, and reduced by principal payments on the Grantor Trust Certificate previously received by the seller. The gain or loss will be capital gain or loss to an owner for which a Grantor Trust Certificate is a “capital asset” within the meaning of Section 1221, and will be long-term or short-term depending on whether the Grantor Trust Certificate has been owned for the long-term capital gain holding period, currently more than 12 months.

Grantor Trust Certificates will be “evidences of indebtedness” within the meaning of Section 582(c)(1) of the Internal Revenue Code, so that gain or loss recognized from the sale of a Grantor Trust Certificate by a bank or a thrift institution to which the section applies will be treated as ordinary income or loss.

Foreign Persons. Generally, to the extent that a Grantor Trust Certificate evidences ownership in underlying receivables that were issued on or before July 18, 1984, interest or original issue discount paid by the person required to withhold tax under Section 1441 or 1442 of the Internal Revenue Code to an owner that is not a United States Person or a Grantor Trust Certificateholder holding on behalf of an owner that is not a United States Person will be subject to federal income tax, collected by withholding, at a rate of 30% or such lower rate as may be provided for interest by an applicable tax treaty. Accrued original issue discount recognized by the owner on the sale or exchange of a Grantor Trust Certificate also will be subject to federal income tax at the same rate. Generally, these payments would not be subject to withholding to the extent that a Grantor Trust Certificate evidences ownership in receivables issued after July 18, 1984, by natural persons if the Grantor Trust Certificateholder complies with certain identification requirements, including delivery of a statement, signed by the Grantor Trust Certificateholder under penalty of perjury, certifying that the Grantor Trust Certificateholder is not a United States Person and providing the name and address of the Grantor Trust Certificateholder. In the case of a Grantor Trust Certificateholder that is not an individual or corporation (or an entity treated as such for federal income tax purposes), more complex rules may apply. In particular, in the case of certificates held by a foreign partnership or foreign trust, the partners or beneficiaries, as the case may be, may be required to provide certain additional information. Additional restrictions apply to receivables of where the obligor is not a natural person in order to qualify for the Exemption from withholding.

Information Reporting and Backup Withholding. The Servicer will furnish or make available, within a reasonable time after the end of each calendar year, to each person who was a Grantor Trust Certificateholder at any time during the year, the information as may be deemed necessary or desirable to assist Grantor Trust Certificateholders in preparing their federal income tax returns, or to enable holders to make the information available to beneficial owners or financial intermediaries that hold Grantor Trust Certificates as nominees on behalf of beneficial owners. If a holder, beneficial owner, financial intermediary or other recipient of a payment on behalf of a beneficial owner fails to supply a certified taxpayer identification number or if the Secretary of the Treasury determines that the person has not reported all interest and dividend income required to be shown on its federal income tax return, backup withholding may be required with respect to any payments. Any amounts deducted and withheld from a distribution to a recipient would be allowed as a credit against the recipient’s federal income tax liability.

Certain State Tax Consequences

The activities of servicing and collecting the receivables will be undertaken by the Servicer. Because of the variation in each state’s tax laws based in whole or in part upon income, it is impossible to predict tax consequences to holders of securities in all of the state taxing jurisdictions in which they are

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already subject to tax. We suggest that securityholders consult their own tax advisors with respect to state tax consequences arising out of the purchase, ownership and disposition of notes and certificates, if any.

The federal and state tax discussions set forth above are included for information only and may not be applicable depending upon a securityholder’s particular tax situation. We suggest that prospective purchasers consult their tax advisors with respect to the tax consequences to them of the purchase, ownership and disposition of securities, including the tax consequences under state, local, foreign and other tax laws and the possible effects of changes in federal or other tax laws.

ERISA Considerations

Section 406 of ERISA and Section 4975 of the Internal Revenue Code prohibit a pension, profit sharing or other employee benefit or other plan (such as an individual retirement account and certain types of Keogh plans) that is subject to Title I of ERISA or to Section 4975 of the Internal Revenue Code from engaging in certain transactions involving plan assets with persons that are “parties in interest” under ERISA or “disqualified person” under the Internal Revenue Code with respect to the Plan. Certain governmental plans, although not subject to ERISA or the Internal Revenue Code, are subject to Similar Law that imposes similar requirements. A violation of these “prohibited transaction” rules may generate excise tax and other liabilities under ERISA and the Internal Revenue Code or under Similar Law for these persons.

Depending on the relevant facts and circumstances, certain prohibited transaction exemptions may apply to the purchase or holding of the securities—for example:

• Prohibited Transaction Class Exemption 96-23, which exempts certain transactions effected by an “in-house asset manager”;

• Prohibited Transaction Class Exemption 95-60, which exempts certain transactions between insurance company general accounts and parties in interest;

• Prohibited Transaction Class Exemption 91-38, which exempts certain transactions between bank collective investment funds and parties in interest;

• Prohibited Transaction Class Exemption 90-1, which exempts certain transactions between insurance company pooled separate accounts and parties in interest; or

• Prohibited Transaction Class Exemption 84-14, which exempts certain transactions effected by a “qualified professional asset manager”.

There can be no assurance that any of these exemptions will apply with respect to any Plan’s investment in the securities, or that an exemption, if it did apply, would apply to all prohibited transactions that may occur in connection with the investment. Furthermore, these exemptions may not apply to transactions involved in the operation of a trust if, as described below, the assets of the trust are considered to include plan assets.

ERISA also imposes certain duties on persons who are fiduciaries of Plans subject to ERISA, including the requirements of investment prudence and diversification, and the requirement that a Plan’s investments be made in accordance with the documents governing the Plan. Under ERISA, any person who exercises any authority or control respecting the management or disposition of the assets of a Plan is considered to be a fiduciary of the Plan. Plan fiduciaries must determine whether the acquisition and holding of securities and the operations of the trust would result in prohibited transactions if Plans that

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purchase the securities were deemed to own an interest in the underlying assets of the trust under the rules discussed below. There may also be an improper delegation of the responsibility to manage plan assets if Plans that purchase the securities are deemed to own an interest in the underlying assets of the trust.

Pursuant to the Plan Assets Regulation, in general when a Plan acquires an equity interest in an entity such as the trust and the interest does not represent a “publicly offered security” or a security issued by an investment company registered under the Investment Company Act of 1940, as amended, the Plan’s assets include both the equity interest and an undivided interest in each of the underlying assets of the entity, unless it is established either that the entity is an “operating company” or that equity participation in the entity by Benefit Plan Investors is not “significant”. In general, an “equity interest” is defined under the Plan Assets Regulation as any interest in an entity other than an instrument which is treated as indebtedness under applicable local law and which has no substantial equity features. A “publicly-offered security” is a security that is:

• freely transferable;

• part of a class of securities that is owned at the close of the initial offering by 100 or more investors independent of the issuer and of each other; and

• either part of a class of securities registered under Section 12(b) or 12(g) of the Exchange Act or sold to the Plan as part of an offering pursuant to an effective registration statement under the Securities Act, and the class of securities is registered under the Exchange Act within 120 days after the end of the issuer’s fiscal year in which the offering occurred.

Equity participation by Benefit Plan Investors in an entity is significant if immediately after the most recent acquisition of an equity interest in the entity, 25% or more of the value of any class of equity interest in the entity is held by Benefit Plan Investors. In calculating this percentage, the value of any equity interest held by a person, other than a Benefit Plan Investor, who has discretionary authority or provides investment advice for a fee with respect to the assets of the entity, or by an affiliate of any such person, is disregarded. The likely treatment in this context of notes and certificates, if any, of a trust will be discussed in the related prospectus supplement. However, it is anticipated that the certificates, if any, will be considered equity interests in the trust for purposes of the Plan Assets Regulation, and that the assets of the trust may therefore constitute plan assets if certificates, if any, are acquired by Plans. In that event, the fiduciary and prohibited transaction restrictions of ERISA and Section 4975 of the Internal Revenue Code would apply to transactions involving the assets of the trust.

As a result, except in the case of certificates, if any, with respect to which the Exemption is available (as described below) and certificates, if any, which are “publicly-offered securities” or in which there will be no significant investment by Benefit Plan Investors, certificates, if any, generally shall not be transferred and the trustee shall not register any proposed transfer of certificates unless it receives:

• a representation substantially to the effect that the proposed transferee is not a Plan and is not acquiring the certificates on behalf of or with the assets of a Plan, including assets that may be held in an insurance company’s separate or general accounts where assets in the accounts may be deemed “plan assets” for purposes of ERISA; or

• an opinion of counsel in form and substance satisfactory to the trustee and the Seller that the purchase or holding of the certificates by or on behalf of a Plan will not constitute or result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Internal Revenue Code or any similar federal, state or local law and will not subject any trustee or the Seller to

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any obligation in addition to those undertaken in the trust agreement or the pooling and servicing agreement, as applicable.

Transfer of certificates, if any, which would be eligible for coverage under the Exemption if they met the rating requirements of the Exemption may also be registered if the transferee is an “insurance company general account” that is investing assets of a Plan and that represents that its acquisition and holding of the certificates satisfy the requirements for exemptive relief under Parts I and III of Prohibited Transaction Class Exemption 95-60.

Unless otherwise specified in the related prospectus supplement, the notes may be purchased by or with assets of a Plan. A fiduciary of a Plan must determine that the purchase of a note is consistent with its fiduciary duties under ERISA and does not result in a nonexempt prohibited transaction as defined in Section 406 of ERISA or Section 4975 of the Internal Revenue Code. Moreover, any person considering an investment in the notes on behalf of or with assets of a Plan should consult with counsel if the Seller, an underwriter, the indenture trustee, the trustee or any of their affiliates:

• has investment or administrative discretion with respect to the Plan’s assets;

• has authority or responsibility to give, or regularly gives, investment advice with respect to the Plan’s assets for a fee and pursuant to an agreement or understanding that the advice:

• will serve as a primary basis for investment decisions with respect to the Plan’s assets; and

• will be based on the particular investment needs for the Plan; or

• is an employer maintaining or contributing to the Plan.

Employee benefit plans that are governmental plans, as defined in Section 3(32) of ERISA, and certain church plans, as defined in Section 3(33) of ERISA, are not subject to ERISA requirements but may be subject to a Similar Law. A governmental or church plan which is qualified under Section 401(a) of the Internal Revenue Code and exempt from taxation under Section 501(a) of the Internal Revenue Code is subject to the prohibited transaction rules in Section 503 of the Internal Revenue Code. A fiduciary of a governmental or church plan considering a purchase of securities should consult its legal advisors to confirm that the acquisition and holding of the security will not result in a non-exempt violation of any applicable Similar Law.

A fiduciary of a Plan considering the purchase of securities of a given series should consult its tax and/or legal advisors regarding whether the assets of the related trust would be considered plan assets, the possibility of exemptive relief from the prohibited transaction rules and other issues and their potential consequences.

Certificates

Unless otherwise specified in the related prospectus supplement, the following discussion applies only to securities that are rated BBB- (or its equivalent) or better.

The United States Department of Labor has granted to the lead underwriter named in the prospectus supplement the Exemption, which grants exemptive relief from certain of the prohibited transaction rules of ERISA with respect to the initial purchase, the holding and the subsequent resale by Plans of securities, including certificates, representing interests in asset-backed pass-through issuers,

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including trusts, that consist of certain receivables, loans and other obligations that meet the conditions and requirements of the Exemption. The receivables covered by the Exemption include fully-secured motor vehicle retail installment sale contracts and installment loans such as the receivables. The Exemption will apply to the acquisition, holding and resale of the certificates by a Plan, or by a person investing assets of a Plan, provided that the conditions, highlighted below, are met.

Among the conditions which must be satisfied for the Exemption to apply to the certificates are the following:

(1) the acquisition of the certificates by a Plan is on terms, including the price for the certificates, that are at least as favorable to the Plan as they would be in an arm’s length transaction with an unrelated party;

(2) the rights and interests evidenced by the certificates acquired by the Plan are not subordinated to the rights and interests evidenced by other certificates of the issuer unless the issuer holds only certain types of assets, such as fully-secured motor vehicle retail installment sale contracts or installment loans;

(3) the certificates acquired by the Plan have received a rating at the time of acquisition that is in one of the three highest generic rating categories (four, in a transaction of the type described in clause (2) above) of an Exemption Rating Agency;

(4) the trustee is not an affiliate of any other member of the Restricted Group, other than an underwriter;

(5) the sum of all payments made to and retained by the underwriters in connection with the distribution of the certificates represents not more than reasonable compensation for underwriting the certificates; the sum of all payments made to and retained by the Seller pursuant to the sale of the receivables to the issuer represents not more than the fair market value of the receivables; and the sum of all payments made to and retained by the Servicer represents not more than reasonable compensation for the Servicer’s services under the applicable agreement and reimbursement of the Servicer’s reasonable expenses in connection therewith;

(6) the Plan investing in the certificates is an “accredited investor” as defined in Rule 501(a)(1) of Regulation D of the SEC under the Securities Act; and

(7) for certain types of issuers, the documents establishing the issuer and governing the transaction include certain provisions intended to protect the assets of the issuer from creditors of the seller.

The Exemption, as amended, provides exemptive relief to certain mortgage-backed and asset-backed securities transactions that use pre-funding accounts and that otherwise meet the requirements of the Exemption. Loans or other secured receivables supporting payments to securityholders, and having a value equal to no more than 25% of the total principal amount of the securities being offered by the issuer, may be transferred to the issuer during the Pre-Funding Period, instead of being required to be either identified or transferred on or before the Closing Date. The relief is available when the pre-funding arrangements satisfy certain conditions.

The Exemption would also provide relief from certain self-dealing/conflict of interest prohibited transactions that may occur when the Plan fiduciary causes a Plan to acquire securities in an entity

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containing receivables on which the fiduciary (or its affiliate) is an obligor only if, among other requirements:

(1) in the case of the acquisition of securities in connection with the initial issuance, at least 50% of each class of securities in which Plans invest and at least 50% of the issuer’s securities in the aggregate are acquired by persons independent of the Restricted Group;

(2) the fiduciary (or its affiliate) is an obligor with respect to no more than 5% of the fair market value of the obligations contained in the trust;

(3) the Plan’s investment in securities does not exceed 25% of all of the securities outstanding at the time of the acquisition; and

(4) immediately after the acquisition, no more than 25% of the assets of any Plan with respect to which the fiduciary has discretionary authority or renders investment advice are invested in securities representing an interest in one or more issuers containing assets sold or serviced by the same entity.

This exemptive relief does not apply to Plans sponsored by a member of the Restricted Group.

The rating of a security may change. If a class of securities no longer has a rating from at least one Exemption Rating Agency that satisfies the requirements of the Exemption (generally BBB- or Baa3 or better), securities of that class will no longer be eligible for relief under the Exemption, and consequently may not be purchased by or sold to a Plan (although a Plan that had purchased the security when it had a permitted rating would not be required by the Exemption to dispose of it). Securities of a class that cease to satisfy the ratings requirements of the Exemption may be purchased by an insurance company general account investing plan assets if the purchase and holding satisfy the requirements of Sections I and III of PTCE 95-60.

The prospectus supplement for each series of securities will indicate the classes of securities, if any, offered thereby to which it is expected that the Exemption will apply. It is not clear that the Exemption will apply to securities issued by an issuer that has a revolving period. If the issuer intends for the Exemption to apply to its sales of securities to Plans, it may prohibit sales until the expiration of the revolving period.

Any Plan fiduciary that proposes to cause a Plan to purchase securities should consult with counsel concerning the impact of ERISA and the Internal Revenue Code, the applicability of the Exemption, as amended, and the potential consequences in their specific circumstances, prior to making the investment. Moreover, each Plan fiduciary should determine whether, under the general fiduciary standards of investment prudence and diversification, an investment in the securities is appropriate for the Plan, taking into account the overall investment policy of the Plan and the composition of the Plan’s investment portfolio.

Special Considerations Applicable to Insurance Company General Accounts

The Small Business Job Protection Act of 1996 added Section 401(c) of ERISA relating to the status of the assets of insurance company general accounts under ERISA and Section 4975 of the Internal Revenue Code. Under Section 401(c), the Department of Labor published general account regulations providing guidance on which assets held by the insurer constitute “plan assets” for purposes of the fiduciary responsibility provisions of ERISA and Section 4975 of the Internal Revenue Code. The general account regulations do not exempt from treatment as “plan assets” assets in an insurance

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company’s general account that support insurance policies issued to Plans after December 31, 1998. The plan asset status of insurance company separate accounts is unaffected by Section 401(c) of ERISA, and separate account assets continue to be treated as the plan assets of any Plan invested in a separate account. Plan investors considering the purchase of securities on behalf of an insurance company general account should consult their legal advisors regarding the effect of the general account regulations on the purchase. The general account regulations should not, however, adversely affect the applicability of Prohibited Transaction Class Exemption 95-60.

Plan of Distribution

The securities of each series that are offered by this prospectus and the related prospectus supplement will be offered through one or more of the following methods. The related prospectus supplement will provide specified details as to the method of distribution for the offering.

Sales Through Underwriters

If specified in the related prospectus supplement, on the terms and conditions set forth in an underwriting agreement with respect to the securities of a given series, the Seller will agree to sell, or cause the related trust to sell, to the underwriters named in the related prospectus supplement the notes and certificates of the trust specified in the underwriting agreement. Each of the underwriters will severally agree to purchase the principal amount of each class of notes and certificates of the related trust set forth in the related prospectus supplement and the underwriting agreement.

Each prospectus supplement will either:

• set forth the price at which each class of notes and certificates, as the case may be, being offered thereby will be offered to the public and any concessions that may be offered to certain dealers participating in the offering of the notes and certificates; or

• specify that the related notes and certificates, as the case may be, are to be resold by the underwriters in negotiated transactions at varying prices to be determined at the time of the sale.

After the initial public offering of the notes and certificates, the public offering prices and the concessions may be changed.

Each underwriting agreement will provide that each of CarMax Auto and the Seller will jointly and severally indemnify the underwriters against certain civil liabilities, including liabilities under the Securities Act, or contribute to payments the several underwriters may be required to make in respect thereof.

Each trust may, from time to time, invest the funds in its trust accounts in investments acquired from such underwriters or from the Seller.

Under each underwriting agreement with respect to a given trust, the closing of the sale of any class of securities subject to the underwriting agreement will be conditioned on the closing of the sale of all other classes of securities of that trust, some of which may not be registered or may not be publicly offered.

The place and time of delivery for the securities in respect of which this prospectus is delivered will be set forth in the related prospectus supplement.

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The underwriters may make a market in the securities, but they are not obligated to do so. In addition, any market-making may be discontinued at any time at their sole discretion.

Other Placements of Securities

To the extent set forth in the related prospectus supplement, securities of a given series may be offered by placements with institutional investors through dealers or by direct placements with institutional investors.

The prospectus supplement with respect to any securities offered by placements through dealers will contain information regarding the nature of the offering and any agreements to be entered into between the Seller and purchasers of securities.

Purchasers of securities, including dealers, may, depending upon the facts and circumstances of the purchases, be deemed to be “underwriters” within the meaning of the Securities Act in connection with reoffers and sales by them of securities. Securityholders should consult with their legal advisors in this regard prior to any reoffer or sale.

Underwriting

Until the distribution of the securities is completed, rules of the SEC may limit the ability of the related underwriters and certain selling group members to bid for and purchase the securities. As an exception to these rules, the underwriters are permitted to engage in certain transactions that stabilize the prices of the securities. Such transactions consist of bids or purchases for the purpose of pegging, fixing or maintaining the prices of the securities.

The underwriters may make short sales in the securities in connection with this offering (i.e., they sell more notes or certificates than they are required to purchase in the offering). This type of short sale is commonly referred to as a “naked” short sale because the related underwriters do not have an option to purchase these additional securities in the offering. The underwriters must close out any naked short position by purchasing notes or certificates, as the case may be, in the open market. A naked short position is more likely to be created if the related underwriters are concerned that there may be downward pressure on the price of the notes or the certificates in the open market after pricing that could adversely affect investors who purchase in the offering. Similar to other purchase transactions, the underwriters’ purchases to cover the syndicate short sales may have the effect of raising or maintaining the market price of the notes or the certificates, as the case may be, or preventing or retarding a decline in the market price of the notes or the certificates.

The underwriters may also impose a penalty bid on certain underwriters and selling group members. This means that if the underwriters purchase securities in the open market to reduce the underwriters’ short position or to stabilize the price of such securities, they may reclaim the amount of the selling concession from any underwriter or selling group member who sold those securities as part of the offering.

In general, purchases of a security for the purpose of stabilization or to reduce a short position could cause the price of the security to be higher than it might be in the absence of such purchases. The imposition of a penalty bid might also have an effect on the price of a security to the extent that it were to discourage resales of the security.

Neither the Seller nor any of the underwriters makes any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the price of the

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securities. In addition, neither the Seller nor any of the underwriters makes any representation that the underwriters will engage in such transactions or that such transactions, once commenced, will not be discontinued without notice.

Legal Opinions

Certain legal matters relating to the securities of any series, including certain federal income tax matters, have been passed upon for the Seller by McGuireWoods LLP, Richmond, Virginia. Certain legal matters relating to each trust that is a Delaware statutory trust have been passed upon for the Seller by Richards, Layton & Finger, P.A., Wilmington, Delaware. Except as otherwise set forth in the related prospectus supplement, Sidley Austin Brown & Wood LLP, San Francisco, California will act as counsel for the underwriters of each series.

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Glossary of Terms

Set forth below is a list of the defined terms used in this prospectus, which, except as otherwise noted in a prospectus supplement, are also used in the prospectus supplement.

“Bankruptcy Code” means Title 11 of the United States Code, as amended.

“Benefit Plan Investor” means any:

• “employee benefit plan” (as defined in Section 3(3) of ERISA), whether or not subject to Title I of ERISA, including without limitation governmental plans, foreign pension plans and church plans;

• “plan” described in Section 4975(e)(1) of the Internal Revenue Code, including individual retirement accounts and Keogh plans; or

• entity whose underlying assets include plan assets by reason of a plan’s investment in such entity or otherwise, including without limitation, as applicable, an insurance company general account.

“Book-Entry Securities” means the notes and certificates, if any, that are held in the United States through DTC and in Europe through Clearstream or Euroclear.

“CarMax” means the direct and indirect operating subsidiaries of CarMax, Inc. and their successors.

“CarMax Auto” means CarMax Auto Superstores, Inc., a Virginia corporation and a wholly-owned subsidiary of CarMax, Inc., and its successors.

“CarMax Auto Finance” means the financing unit of CarMax Auto.

“CarMax Funding” means CarMax Auto Funding LLC, a Delaware limited liability company of which CarMax Auto is the sole member, and its successors.

“CarMax, Inc.” means CarMax, Inc., a Virginia corporation, and its successors.

“Certificate Balance” means, with respect to the certificates, if any, of any trust, the initial aggregate certificate balance of such certificates reduced by the aggregate amount distributed in respect of such certificates and allocable to principal.

“Clearstream” means Clearstream Banking, a société anonyme and a professional depository under the laws of Luxembourg.

“Clearstream Customer” means a participating organization of Clearstream.

“Closing Date” means, with respect to any trust, the closing date specified in the related prospectus supplement.

“Collection Period” means, with respect to the securities of each trust, the period specified in the related prospectus supplement.

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“Controlling Class” means, with respect to any trust that issues notes, the senior most class of notes described in the related prospectus supplement as long as any notes of such class are outstanding and, thereafter, in order of seniority, each other class of notes, if any, described in such prospectus supplement as long as any notes of such other class are outstanding.

“Cutoff Date” means, with respect to any trust, the cutoff date specified in the related prospectus supplement.

“Defaulted Receivable” means, unless otherwise specified in the related prospectus supplement, a receivable as to which:

• any payment, or any part of any payment, due under such receivable has become 120 days or more delinquent (whether or not the Servicer has repossessed the related Financed Vehicle);

• the Servicer has repossessed and sold the related Financed Vehicle; or

• the Servicer has determined in accordance with its customary practices that such receivable is uncollectible;

provided, however, that a receivable will not be classified as a Defaulted Receivable until the last day of the Collection Period during which one of the foregoing events first occurs; and, provided further, that a receivable purchased from the related trust by CarMax Auto or the Seller will not be deemed to be a Defaulted Receivable.

“Definitive Securities” means notes or certificates, as applicable, issued in fully registered, certificated form to noteholders or certificateholders, as applicable, or their respective nominees, rather than to DTC or its nominee.

“Depository” means DTC and any successor depository selected by the trust.

“Distribution Date” means, with respect to any trust, the date specified in the related prospectus supplement for the payment of principal of and interest on the related securities.

“DTC” means The Depository Trust Company and any successor depository selected by the indenture trustee or the trustee, as applicable.

“Eligible Deposit Account” means either:

• a segregated account with an Eligible Institution; or

• a segregated trust account with the corporate trust department of a depository institution organized under the laws of the United States or any one of the states thereof or the District of Columbia (or any domestic branch of a foreign bank) having corporate trust powers and acting as trustee for funds deposited in such account, so long as any of the securities of such depository institution have a credit rating from each Rating Agency in one of its generic rating categories which signifies investment grade.

“Eligible Institution” means:

• the corporate trust department of the indenture trustee or the trustee, as applicable; or

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• a depository institution organized under the laws of the United States or any one of the states thereof or the District of Columbia (or any domestic branch of a foreign bank), (i) which has either a long-term unsecured debt rating acceptable to each Rating Agency or a short-term unsecured debt rating or certificate of deposit rating acceptable to each Rating Agency and (ii) whose deposits are insured by the FDIC.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“Euroclear” means a professional depository operated by Euroclear Bank, S.A./N.V.

“Events of Default” means, with respect to each indenture, the events specified under “Description of the Indenture—Events of Default”.

“Events of Servicing Termination” means, with respect to each sale and servicing agreement or pooling and servicing agreement, as applicable, the events specified under “Description of the Receivables Transfer and Servicing Agreements—Events of Servicing Termination”.

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

“Exemption” means the exemption granted by Prohibited Transaction Exemption 96-22, 61 Fed. Reg. 14828 (April 3, 1996), as amended.

“Exemption Rating Agency” means Standard & Poor’s Rating Services, Moody’s Investors Service, Inc. and Fitch Ratings.

“Financed Vehicle” means a new or used motor vehicles financed by a receivable.

“Foreign Person” means a nonresident alien, foreign corporation or other non-United States Person.

“Funding Period” means, with respect to any trust, the period specified in the related prospectus supplement during which the Seller will sell Subsequent Receivables to such trust.

“Grantor Trust Certificateholders” means owners of certificates issued by a trust that is treated as a grantor trust.

“Grantor Trust Certificates” means certificates issued by a trust that is treated as a grantor trust.

“Internal Revenue Code” means the Internal Revenue Code of 1986, as amended.

“IRS” means the Internal Revenue Service.

“Permitted Investments” means:

• direct obligations of, and obligations fully guaranteed as to timely payment by, the United States or its agencies;

• demand deposits, time deposits, certificates of deposit or bankers’ acceptances of certain depository institutions or trust companies having the highest rating from each Rating Agency;

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• commercial paper having, at the time of such investment, the highest rating from each Rating Agency;

• investments in money market funds having the highest rating from each Rating Agency;

• repurchase obligations with respect to any security that is a direct obligation of, or fully guaranteed by, the United States or its agencies, in either case entered into with a depository institution or trust company having the highest rating from each Rating Agency; and

• any other investment acceptable to each Rating Agency.

Permitted Investments are generally limited to obligations or securities that mature on or before the business day preceding the Distribution Date in the Collection Period following the Collection Period in which the investment is made.

“Plan Assets Regulation” means a regulation, 29 C.F.R. Section 2510.3-101, issued by the Department of Labor.

“Plan” means an employee benefit or other plan or arrangement (such as an individual retirement account or Keogh plan) that is subject to Title I of ERISA or Section 4975 of the Internal Revenue Code.

“Pre-Funding Period” means, with respect to the Exemption, a 90 day or three month period following the related Closing Date during which, subject to certain conditions, additional obligations may be transferred to the trust.

“Purchase Amount” means, with respect to any receivable to be purchased by the Seller or the Servicer on any Distribution Date, an amount equal the unpaid principal balance of such receivable plus the amount of accrued but unpaid interest on such receivable at the related contract rate to but excluding such Distribution Date.

“Rating Agency” means, with respect to any trust, a nationally recognized rating agency providing, at the request of CarMax Auto or the Seller, a rating on the securities issued by such trust.

“Record Date” means, with respect to any Distribution Date, the business day immediately preceding such Distribution Date or, if Definitive Securities are issued, the last day of the preceding calendar month.

“Restricted Group” means, with respect to any trust, CarMax Auto, the Seller, any related underwriter, any related indenture trustee, any related trustee, any related servicer, any related insurer, any obligor with respect to receivables included in such trust constituting more than 5% of the aggregate unamortized principal balance of the assets in such trust, any counterparty to an eligible swap agreement included in such trust and any affiliate of such parties.

“SEC” means the Securities and Exchange Commission.

“Section 1286 Treasury Regulations” means recently issued Treasury regulations under which, if the discount on a stripped bond is larger than a de minimis amount as calculated for purposes of the original issue discount rules of the Internal Revenue Code, such stripped bond will be considered to have been issued with original issue discount.

“Securities Act” means the Securities Act of 1933, as amended.

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“Seller” means CarMax Funding.

“Servicer” means CarMax Auto, acting in its capacity as servicer of the receivables under the related sale and servicing agreement or pooling and servicing agreement.

“Short-Term Note” means a note that has a fixed maturity date of not more than one year from the issue date of such note.

“Similar Law” means federal, state or local laws that impose requirements similar to ERISA or Section 4975 of the Internal Revenue Code.

“Simple Interest Advance” means an amount equal to the amount of interest that would have been due on a Simple Interest Receivable at its contract rate of interest for the related Collection Period, assuming that such Simple Interest Receivable is paid on its due date, minus the amount of interest actually received on such Simple Interest Receivable during the related Collection Period.

“Simple Interest Receivable” means a receivable that provides for the amortization of the amount financed under such receivable over a series of fixed level payment monthly installments.

“Subsequent Receivables” means, with respect to any trust, additional receivables sold by the Seller to such trust during the related Funding Period.

“Subsequent Transfer Date” means, with respect to any trust, each date specified as a transfer date in the related prospectus supplement on which Subsequent Receivables will be sold by the Seller to such trust.

“UCC” means the Uniform Commercial Code in effect in the applicable jurisdiction.

“United States Person” generally means a person that is for United States federal income tax purposes a citizen or resident of the United States, a corporation or partnership (including an entity treated as a corporation or partnership for United States federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia, an estate whose income is subject to the United States federal income tax regardless of its source or a trust if:

• a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons have the authority to control all substantial decisions of the trust; or

• the trust has a valid election in effect under applicable Treasury regulations to be treated as a United States Person.

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CarMax Auto Owner Trust

CarMax Auto Superstores, Inc.

Servicer

CarMax Auto Funding LLC

Seller

$

                                                           $

                                                           $

                                                           $

                                                           $

                                                           $

                                                           $

PROSPECTUS SUPPLEMENT

You should rely only on the information contained or incorporated by reference in this prospectus supplement. CarMax Funding has not authorized anyone to provide you with additional or different information. CarMax Funding is not offering the notes in any state in which the offer is not permitted.

Dealers will deliver a prospectus when acting as underwriters of the notes and with respect to their unsold allotments or subscriptions. In addition, all dealers selling the notes will deliver a prospectus until                 .

Underwriters

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.*

Expenses in connection with the offering of the Securities being registered herein are estimated as follows:

SEC registration fee	$	258,880
Legal fees and expenses		160,000
Accounting fees and expenses		50,000
Blue sky fees and expenses		10,000
Rating Agency fees		300,000
Trustee’s fees and expenses		7,500
Indenture trustee’s fees and expenses		7,500
Printing		35,000
Miscellaneous		10,000
Total	$	838,880

* All amounts except the SEC registration fee are estimates of expenses incurred or to be incurred in connection with the issuance and distribution of a typical offering of securities registered hereby.

Item 15. Indemnification of Directors and Officers.

CarMax Auto Funding LLC (the “Registrant”) has undertaken in its Limited Liability Company Agreement to indemnify, to the maximum extent permitted by the Delaware Limited Liability Company Law as from time to time amended, any currently acting or former manager, director, officer, employee and agent of the Registrant against any and all liabilities incurred in connection with their services in such capacities. Under the terms of each of the proposed forms of Underwriting Agreement for the owner trust and under the terms of the proposed form of Underwriting Agreement for insured offerings, the Underwriters have undertaken in certain circumstances to indemnify certain controlling persons of the Registrant, including the officers and directors, against liabilities incurred under the Securities Act of 1933, as amended.

Item 16. Exhibits.

1.1	Form of Underwriting Agreement for Owner Trusts
1.2	Form of Underwriting Agreement for Insured Offerings
3.1	Certificate of Formation of the Registrant
3.2	Limited Liability Company Agreement of the Registrant
4.1.1	Form of Trust Agreement (including form of Certificates)
4.1.2	Form of Trust Agreement for Insured Offerings (including form of Certificates)
4.2.1	Form of Indenture (including form of Notes)
4.2.2	Form of Indenture for Insured Offerings (including form of Notes)
4.3	Form of Insurance Policy
5.1	Opinion of McGuireWoods LLP with respect to legality
5.2	Opinion of Richards, Layton & Finger, P.A. with respect to legality

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8.1	Opinion of McGuireWoods LLP with respect to certain tax matters
10.1.1	Form of Sale and Servicing Agreement
10.1.2	Form of Sale and Servicing Agreement for Insured Offerings
10.2.1	Form of Administration Agreement
10.2.2	Form of Administration Agreement for Insured Offerings
10.3.1	Form of Receivables Purchase Agreement
10.3.2	Form of Receivables Purchase Agreement for Insured Offerings
23.1	Consent of McGuireWoods LLP (included in Exhibit 5.1)
23.2	Consent of Richards, Layton & Finger, P.A. (included in Exhibit 5.2)
23.3	Consent of McGuireWoods LLP (included in Exhibit 8.1)
24.1	Power of Attorney (included on page II-5)
*25.1	Form of Statement of Eligibility under the Trust Indenture Act of 1939 of Indenture Trustee

* To be filed by amendment or under Form 8-K.

Item 17. Undertakings.

(a) As to Rule 415:

The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the “Securities Act”);

(ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and

II-2

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) As to documents subsequently filed that are incorporated by reference:

The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) As to indemnification:

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

(d) The undersigned Registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this Registration Statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this Registration Statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(e) As to qualification of trust indentures:

The undersigned Registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under Section 310(a) of the Trust Indenture Act of 1939, as amended, in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Securities Act.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe (i) that it meets all of the requirements for filing on Form S-3 and (ii) that the security rating requirement will be met by the time of sale of the securities, and has duly caused this Amendment No. 1 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of Henrico, the Commonwealth of Virginia, on September 26, 2003.

	CARMAX AUTO FUNDING LLC
By:	/s/    Keith D. Browning
	Keith D. Browning President

Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 1 to the Registration Statement on Form S-3 has been signed below by the following persons in the capacities and on the dates indicated:

Signature	Title	Date
/s/ Keith D. Browning Keith D. Browning	Director, President and Principal Executive Officer	September 26, 2003
/s/ Thomas W. Reedy Thomas W. Reedy	Director, Treasurer, Principal Financial Officer and Principal Accounting Officer	September 26, 2003
/s/ Stuart A. Heaton Stuart A. Heaton	Director	September 26, 2003
/s/ Bernard J. Angelo Bernard J. Angelo	Director	September 26, 2003
/s/ Andrew L. Stidd Andrew L. Stidd	Director	September 26, 2003

II-4

POWER OF ATTORNEY

Know All Men By These Presents, that each person whose signature appears below constitutes and appoints each of Keith D. Browning and Thomas W. Reedy, or either of them, as his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities to sign any or all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the foregoing, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them, or their substitute or his substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-3 has been signed below by the following persons in the capacities and on the dates indicated:

Signature	Title	Date
/s/ Keith D. Browing Keith D. Browning	Director, President and Principal Executive Officer	August 13, 2003
/s/ Thomas W. Reedy Thomas W. Reedy	Director, Treasurer, Principal Financial Officer and Principal Accounting Officer	August 13, 2003
/s/ Stuart A. Heaton Stuart A. Heaton	Director	August 13, 2003
/s/ Bernard J. Angelo Bernard J. Angelo	Director	August 13, 2003
/s/ Andrew L. Stidd Andrew L. Stidd	Director	August 13, 2003

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EXHIBIT INDEX

1.1	Form of Underwriting Agreement
1.2	Form of Underwriting Agreement for Insured Offerings
3.1	Certificate of Formation of the Registrant
3.2	Limited Liability Company Agreement of the Registrant
4.1.1	Form of Trust Agreement (including form of Certificates)
4.1.2	Form of Trust Agreement for Insured Offerings (including form of Certificates)
4.2.1	Form of Indenture (including form of Notes)
4.2.2	Form of Indenture for Insured Offerings (including form of Notes)
4.3	Form of Insurance Policy
5.1	Opinion of McGuireWoods LLP with respect to legality
5.2	Opinion of Richards, Layton & Finger, P.A. with respect to legality
8.1	Opinion of McGuireWoods LLP with respect to certain tax matters
10.1.1	Form of Sale and Servicing Agreement
10.1.2	Form of Sale and Servicing Agreement for Insured Offerings
10.2.1	Form of Administration Agreement
10.2.2	Form of Administration Agreement for Insured Offerings
10.3.1	Form of Receivables Purchase Agreement
10.3.2	Form of Receivables Purchase Agreement for Insured Offerings
23.1	Consent of McGuireWoods LLP (included in Exhibit 5.1)
23.2	Consent of Richards, Layton & Finger, P.A. (included in Exhibit 5.2)
23.3	Consent of McGuireWoods LLP (included in Exhibit 8.1)
24.1	Power of Attorney (included on page II-5)
*25.1	Form of Statement of Eligibility under the Trust Indenture Act of 1939 of Indenture Trustee

* To be filed by amendment or under Form 8-K.

EX-1.1

Exhibit 1.1 - Form of Underwriting Agreement

                               $[________________]

                       CARMAX AUTO OWNER TRUST 20[__]-[__]

             $[______________] [____]% Class A-1 Asset Backed Notes
             $[______________] [____]% Class A-2 Asset Backed Notes
             $[______________] [____]% Class A-3 Asset Backed Notes
             $[______________] [____]% Class A-4 Asset Backed Notes
              $[_______________] [____]% Class B Asset Backed Notes
              $[_______________] [____]% Class C Asset Backed Notes

                             CARMAX AUTO FUNDING LLC
                                    Depositor

                          CARMAX AUTO SUPERSTORES, INC.
                                    Servicer

                             UNDERWRITING AGREEMENT

                                                              [__________], 2003

[________________]
     as Representative of the
     several Underwriters
[________________]
[________________]
[________________]

Dear Sirs:

     CarMax Auto Funding LLC, a Delaware limited liability company (the
"Depositor"), hereby confirms its agreement with [_______________]
("[_______________]") and each of the other underwriters named in Schedule A
hereto (collectively, the "Underwriters", which term shall also include any
underwriter substituted as hereinafter provided in Section 10), for whom
[_______________] is acting as representative (in such capacity, the
"Representative"), with respect to the sale by the Depositor and the purchase by
the Underwriters, acting severally and not jointly, of the respective principal
amounts set forth in Schedule A of $[_______________] aggregate principal amount
of [____]% Class A-1 Asset Backed Notes (the "Class A-1 Notes"),
$[_______________] aggregate principal amount of [____]% Class A-2 Asset Backed
Notes (the "Class A-2 Notes"), $[_______________] aggregate principal amount of
[____]% Class A-3 Asset Backed Notes (the "Class A-3 Notes"), $[_______________]
aggregate principal amount of [____]% Class A-4 Asset Backed Notes (the "Class
A-4 Notes" and together with the Class A-1 Notes, the Class A-2 Notes and the
Class A-3 Notes, the "Class A Notes"), $[______________] aggregate principal
amount of [____]% Class B Asset Backed Notes (the "Class B Notes") and
$[_______________] aggregate principal amount of [____]% Class C Asset Backed
Notes (the "Class C Notes" and, together with the Class A Notes and Class B
Notes, the "Notes") of the CarMax Auto Owner Trust 20[__]-[__] (the "Trust")
under the terms and conditions contained herein.



     Simultaneously with the issuance and sale of the Notes as contemplated
herein, the Trust will issue CarMax Auto Owner Trust 20[__]-[__] Certificates
(the "Certificates" and, together with the Notes, the "Securities"). The Notes
will be issued pursuant to an indenture, dated as of [____________], 2003 (the
"Indenture"), between the Trust and [_______________], as trustee (the
"Indenture Trustee"). The Trust will be created and the Certificates will be
issued pursuant to an amended and restated trust agreement, dated as of
[____________], 2003 (the "Trust Agreement"), between the Depositor and
[_______________], as trustee (the "Owner Trustee"). Each Note will represent an
obligation of the Trust, each Certificate will represent an undivided beneficial
interest in the Trust and the Certificates will be subordinated to the Notes to
the extent described in the Indenture and the Trust Agreement.

     The assets of the Trust will include, among other things, (i) a pool of
motor vehicle retail installment sale contracts (the "Receivables") secured by
the new and used motor vehicles financed thereby (the "Financed Vehicles"), (ii)
certain monies payable under the Receivables after [____________], (iii)
security interests in the Financed Vehicles, (iv) amounts on deposit in certain
accounts, (v) certain rights under a receivables purchase agreement, dated as of
[____________], 2003 (the "Receivables Purchase Agreement"), between CarMax Auto
Superstores, Inc. ("CarMax") and the Depositor, pursuant to which CarMax will
sell the Receivables to the Depositor, (vi) certain rights under a sale and
servicing agreement, dated as of [____________], 2003 (the "Sale and Servicing
Agreement"), among the Trust, the Depositor and CarMax, as servicer (the
"Servicer"), pursuant to which the Receivables and other property of the Trust
will be sold to the Trust and the Receivables will be serviced by the Servicer
and (vii) all proceeds of the foregoing. Pursuant to the Indenture, the Trust
property will be held by the Indenture Trustee on behalf of the holders of the
Notes. Pursuant to an administration agreement, dated as of [____________], 2003
(the "Administration Agreement"), among CarMax, as administrator (the
"Administrator"), the Trust and the Indenture Trustee, the Administrator will
perform certain administrative obligations of the Trust under the Indenture.
Capitalized terms used herein that are not otherwise defined shall have the
meanings ascribed thereto in the Indenture or the Sale and Servicing Agreement,
as the case may be.

     The Indenture, the Trust Agreement, the Administration Agreement, the Sale
and Servicing Agreement and the Receivables Purchase Agreement are referred to
herein collectively as the "Basic Documents".

     The Depositor has prepared and filed with the Securities and Exchange
Commission (the "Commission"), a registration statement on Form S-3 (File No.
333-107925), including a preliminary base prospectus and a form of preliminary
prospectus supplement relating to the offering of asset backed notes and asset
backed certificates, issued in series from time to time in accordance with Rule
415 under the Securities Act of 1933, as amended (the "Securities Act"). Such
registration statement has been declared effective by the Commission. If any
post-effective amendment has been filed with respect thereto, prior to the
execution and delivery of this Agreement, the most recent such amendment has
been declared effective by the Commission. The Depositor will file a final base
prospectus and a final prospectus supplement relating to the Securities in
accordance with Rules 415 and 424(b)(2) or (5) under the Securities Act. The
Depositor has included in such registration statement, as amended at the
Effective Date (as hereinafter defined), all information required by the
Securities Act and the rules and regulations of the Commission under the
Securities Act (the "Securities Act Regulations") to be included in

                                       2



the prospectus with respect to the offering of the Notes. As filed, the final
prospectus and the final prospectus supplement shall include all required
information with respect to the offering of the Notes and shall be in all
substantive respects in the form furnished to the Representative prior to the
Execution Time (as hereinafter defined) or, to the extent not completed at the
Execution Time, shall contain only such specific additional information and
other changes (beyond those contained in the latest preliminary base prospectus
and preliminary prospectus supplement, if any, that have been previously been
furnished to the Representative) as the Depositor has advised the
Representative, prior to the Execution Time, will be included or made therein.

     As used herein, "Execution Time" means the date and time this Agreement is
executed and delivered to the parties hereto and "Effective Date" means the date
and time as of which such registration statement, or the most recent
post-effective amendment thereto (if any) filed prior to the execution and
delivery of this Agreement, was declared effective by the Commission. Such
registration statement, as amended as of the Effective Date, including the
exhibits thereto and any material incorporated by reference therein pursuant to
the Securities Act and the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), is referred to as the "Registration Statement". "Base
Prospectus" means the base prospectus included in the Registration Statement, as
amended at the time of the filing of the Prospectus. "Preliminary Prospectus"
means any preliminary prospectus supplement to the Base Prospectus and the Base
Prospectus which describes the offering of the Notes and is used prior to the
filing of the Prospectus. "Prospectus" means the supplement to the Base
Prospectus that is first filed after the Execution Time pursuant to Rule 424(b),
together with the Base Prospectus, as amended at the time of such filing;
provided, however, that a supplement to the Base Prospectus shall be deemed to
have supplemented the Base Prospectus only with respect to the offering of the
series of securities to which it relates. "Prospectus Supplement" means the
supplement to the Base Prospectus included in the Prospectus.

     To the extent that the Depositor has prepared (i) Collateral Term Sheets
(as defined in Section 6) that the Underwriters, the Depositor or CarMax have
provided to a prospective investor, the Depositor shall file with the Commission
such Collateral Term Sheets as an exhibit to a report on Form 8-K within two
business days of its receipt thereof or (ii) Structural Term Sheets or
Computational Materials (each as defined in Section 6), the Depositor shall file
with the Commission a report on Form 8-K containing such Structural Term Sheet
and Computational Materials, as soon as reasonably practicable after the date of
this Agreement, but in any event, not later than the date on which the
Prospectus is made available to the Representative in final form.

     All references in this Agreement to financial statements and schedules and
other information which is "contained", "included" or "stated" in the
Registration Statement, the Base Prospectus, any Preliminary Prospectus or the
Prospectus (and all other references of like import) shall be deemed to mean and
include all such financial statements and schedules and other information which
are or are deemed to be incorporated by reference in the Registration Statement,
any Preliminary Prospectus or the Prospectus, as the case may be. All references
in this Agreement to the terms "amend", "amendments" or "supplements" with
respect to the Registration Statement, the Base Prospectus, any Preliminary
Prospectus or the Prospectus shall be deemed to mean and include the filing of
any documents under the Exchange Act after the Effective Date of the
Registration Statement or the issue date of the Base Prospectus, any

                                       3



Preliminary Prospectus or the Prospectus, as the case may be, which are or are
deemed to be incorporated by reference therein. For purposes of this Agreement,
all references to the Registration Statement, any Preliminary Prospectus, the
Prospectus or any amendment or supplement to any of the foregoing shall be
deemed to include the copy filed with the Commission pursuant to its Electronic
Data Gathering, Analysis and Retrieval system ("EDGAR").

     Section 1. Representations and Warranties.

     (a) Representations and Warranties by the Depositor. The Depositor
represents and warrants to the Underwriters as of the date hereof and as of the
Closing Time referred to in Section 2(b) and agrees with the Underwriters as
follows:

          (i) Compliance with Registration Requirements. The Depositor meets the
     requirements for use of Form S-3 under the Securities Act. If the
     Registration Statement contains the undertaking specified by Regulation S-K
     Item 512(a), the Registration Statement, at the Execution Time, meets the
     requirements set forth in Rule 415(a)(1)(x). The Registration Statement has
     become effective under the Securities Act and no stop order suspending the
     effectiveness of the Registration Statement has been issued under the
     Securities Act and no proceedings for that purpose have been instituted or
     are pending or, to the knowledge of the Depositor, are contemplated by the
     Commission, and any request on the part of the Commission for additional
     information has been complied with. The Indenture has been duly qualified
     under the Trust Indenture Act of 1939, as amended (the "Trust Indenture
     Act").

          At the respective times that the Registration Statement and any
     post-effective amendments thereto became effective and at Closing Time, the
     Registration Statement and any amendments thereto complied and will comply
     in all material respects with the requirements of the Securities Act, the
     Securities Act Regulations, the Trust Indenture Act and the rules and
     regulations of the Commission under the Trust Indenture Act (the "Trust
     Indenture Act Regulations") and did not and will not contain an untrue
     statement of a material fact or omit to state a material fact required to
     be stated therein or necessary to make the statements therein not
     misleading. Neither the Prospectus nor any amendment or supplement thereto,
     at the time the Prospectus or any such amendment or supplement was issued
     and at the Closing Time, included or will include an untrue statement of a
     material fact or omitted or will omit to state a material fact necessary in
     order to make the statements therein, in the light of the circumstances
     under which they were made, not misleading. Notwithstanding the foregoing,
     the representations and warranties in this subsection shall not apply to
     statements in or omissions from the Registration Statement or the
     Prospectus made in reliance upon and in conformity with information
     furnished to the Depositor in writing by any Underwriter through the
     Representative expressly for use in the Registration Statement or the
     Prospectus.

          Any Preliminary Prospectus and the prospectus filed as part of the
     Registration Statement as originally filed or as part of any amendment
     thereto, or filed pursuant to Rule 424 of the Securities Act Regulations,
     complied when so filed in all material respects with the Securities Act
     Regulations and any Preliminary Prospectus and the

                                       4



     Prospectus delivered to the Underwriters for use in connection with the
     offering of the Notes will, at the time of such delivery, be identical to
     any electronically transmitted copies thereof filed with the Commission
     pursuant to EDGAR, except to the extent permitted by Regulation S-T.

          (ii) Incorporated Documents. The documents incorporated or deemed to
     be incorporated by reference in the Registration Statement and the
     Prospectus, at the time they were or hereafter are filed with the
     Commission, complied and will comply in all material respects with the
     requirements of the Exchange Act and the rules and regulations of the
     Commission thereunder (the "Exchange Act Regulations") and, when read
     together with the other information in the Prospectus, at the time the
     Registration Statement became effective, at the date of the Prospectus and
     at the Closing Time, did not and will not include an untrue statement of a
     material fact or omit to state a material fact necessary in order to make
     the statements therein, in the light of the circumstances under which they
     were made, not misleading.

          (iii) No Material Adverse Change. Since the respective dates as of
     which information is given in the Registration Statement and the
     Prospectus, except as otherwise set forth therein, (A) there has been no
     material adverse change in the condition, financial or otherwise, or in the
     earnings, business affairs or business prospects of the Depositor, whether
     or not arising in the ordinary course of business, or in the ability of the
     Depositor to perform its obligations under this Agreement and each Basic
     Document to which it is a party (a "Material Adverse Effect") and (B) there
     have been no transactions entered into by the Depositor, other than those
     in the ordinary course of business, which are material with respect to it.

          (iv) Due Organization of the Depositor. The Depositor has been duly
     formed and is validly existing as a limited liability company under the
     laws of the State of Delaware, and all filings required at the date hereof
     under the Delaware Limited Liability Company Act (6 Del. C. (S)18-101, et
     seq.) (the "LLC Act") with respect to the due formation and valid existence
     of the Depositor as a limited liability company have been made; the
     Depositor has all requisite power and authority to own, lease and operate
     its properties and to conduct its business as described in the Registration
     Statement and the Prospectus and to enter into and to perform its
     obligations under this Agreement and each Basic Document to which it is a
     party (collectively, the "Depositor Agreements") and the Securities; and
     the Depositor is duly qualified or registered as a foreign limited
     liability company to transact business and is in good standing in each
     jurisdiction in which such qualification or registration is required,
     whether by reason of the ownership of property or the conduct of business,
     except where the failure to so qualify or register or to be in good
     standing would not result in a Material Adverse Effect.

          (v) Authorization of Agreement. This Agreement has been duly
     authorized, executed and delivered by the Depositor.

          (vi) Authorization of Basic Documents. As of the Closing Time, each of
     the Basic Documents to which the Depositor is a party has been duly
     authorized, executed and delivered by the Depositor, and, assuming the due
     authorization, execution and

                                        5



     delivery thereof by the other parties thereto, will constitute a valid and
     binding agreement of the Depositor, enforceable against it in accordance
     with its terms, except as the enforcement thereof may be limited by
     bankruptcy, insolvency, reorganization, moratorium or similar laws
     affecting enforcement of creditors' rights generally and except as
     enforcement thereof is subject to general principles of equity (regardless
     of whether enforcement is considered in a proceeding in equity or at law).

          (vii) Issuance of the Notes. The Notes have been duly authorized and,
     at the Closing Time, will have been duly executed and, when authenticated,
     issued and delivered in the manner provided for in the Indenture and
     delivered against payment of the purchase price therefor as provided in
     this Agreement, will constitute valid and binding obligations of the Trust,
     enforceable against the Trust in accordance with their terms, except as the
     enforcement thereof may be limited by bankruptcy, insolvency,
     reorganization, moratorium or similar laws affecting enforcement of
     creditors' rights generally and except as enforcement thereof is subject to
     general principles of equity (regardless of whether enforcement is
     considered in a proceeding in equity or at law), and will be in the form
     contemplated by, and entitled to the benefits of, the Indenture.

          (viii) Issuance of the Certificates. The Certificates have been duly
     authorized and, at the Closing Time, will have been duly executed and, when
     authenticated, issued and delivered in the manner provided for in the Trust
     Agreement, will be validly issued and outstanding and will be in the form
     contemplated by, and entitled to the benefits of, the Trust Agreement.

          (ix) Description of the Securities and Basic Documents. The Securities
     and the Basic Documents conform in all material respects to the
     descriptions thereof and the statements relating thereto contained in the
     Registration Statement and the Prospectus.

          (x) Absence of Defaults and Conflicts. The Depositor is not in
     violation of its limited liability company agreement or in default in the
     performance or observance of any obligation, agreement, covenant or
     condition contained in any contract, indenture, mortgage, deed of trust,
     loan or credit agreement, note, lease or other agreement or instrument to
     which it is a party or by which it may be bound, or to which any of its
     properties or assets is subject (collectively, "Agreements and
     Instruments"), except for defaults that would not result in a Material
     Adverse Effect; and the execution, delivery and performance by the
     Depositor of the Depositor Agreements and the Securities, the consummation
     of the transactions contemplated herein and therein, in the Registration
     Statement or in the Prospectus and compliance by it with its obligations
     hereunder and thereunder have been duly and validly authorized by all
     necessary action and do not and will not, whether with or without the
     giving of notice or passage of time or both, conflict with or constitute a
     breach of, a default or Repayment Event (as defined below) under, or result
     in the creation or imposition of any lien, mortgage, pledge, charge,
     encumbrance, adverse claim or other security interest (collectively,
     "Liens") upon any of its property or assets pursuant to the Agreements and
     Instruments except for Liens permitted by the Basic Documents and
     conflicts, breaches or defaults that, individually or in the aggregate,
     will not result in a Material Adverse Effect, nor will such action result
     in any violation of the provisions of its limited liability company
     agreement or any applicable law, statute,

                                        6



     rule, regulation, judgment, order, writ or decree of any government,
     government instrumentality or court, domestic or foreign, having
     jurisdiction over the Depositor or any of its assets, properties or
     operations. As used herein, a "Repayment Event" means any event or
     condition which gives the holder of any note, debenture or other evidence
     of indebtedness (or any person acting on such holder's behalf) the right to
     require the repurchase, redemption or repayment of all or a portion of such
     indebtedness by the Depositor.

          (xi) Absence of Proceedings. There is no action, suit, proceeding,
     inquiry or investigation before or brought by any court or governmental
     agency or body, domestic or foreign, now pending or, to the knowledge of
     the Depositor, threatened, against or affecting the Depositor which is
     required to be disclosed in the Registration Statement and the Prospectus
     (other than as stated therein or stated in a document incorporated by
     reference therein), or which might reasonably be expected to result in a
     Material Adverse Effect, or which might reasonably be expected to
     materially and adversely affect its properties or assets; the aggregate of
     all pending legal or governmental proceedings to which the Depositor is a
     party or of which any of its properties or assets is the subject which are
     not described in the Registration Statement and the Prospectus, including
     ordinary routine litigation incidental to the business, could not
     reasonably be expected to result in a Material Adverse Effect.

          (xii) Accuracy of Exhibits. There are no contracts or documents which
     are required to be described in the Registration Statement, the Prospectus
     or the documents incorporated by reference therein which have not been so
     described and filed as required.

          (xiii) Absence of Further Requirements. No filing with, or
     authorization, approval, consent, license, order, registration,
     qualification or decree of, any court, governmental authority or agency or
     any other person is necessary in connection with (A) the issuance of the
     Securities or the offering and sale of the Notes, (B) the execution,
     delivery and performance by the Depositor of the Depositor Agreements or
     (C) the consummation by the Depositor of the transactions contemplated
     hereby or thereby, except such as have been obtained and are in full force
     and effect as of the Closing Time.

          (xiv) Possession of Licenses and Permits. The Depositor possesses or,
     as of the Closing Time, has applied, for such permits, licenses, approvals,
     consents and other authorizations (collectively, "Governmental Licenses")
     issued by the appropriate federal, state, local or foreign regulatory
     agencies or bodies necessary to conduct the business now operated by it;
     the Depositor is in compliance with the terms and conditions of all such
     Governmental Licenses, except where the failure so to comply would not,
     singly or in the aggregate, have a Material Adverse Effect; except for
     Governmental Licenses that have been applied for as of the Closing Time,
     all of the Governmental Licenses are valid and in full force and effect,
     except when the invalidity of such Governmental Licenses or the failure of
     such Governmental Licenses to be in full force and effect would not have a
     Material Adverse Effect or would render a material portion of the
     Receivables unenforceable; and the Depositor has not received any notice of
     proceedings relating to the revocation or modification of any such
     Governmental Licenses which, singly or in the aggregate, if the subject of
     an unfavorable decision, ruling or finding, would result in a

                                       7



     Material Adverse Effect or would render a material portion of the
     Receivables unenforceable.

          (xv) Title to Receivables; Payment of Fees. As of the Closing Time,
     the Depositor will have good and marketable title to the Receivables listed
     in Schedule 1 to the Sale and Servicing Agreement, free and clear of any
     Lien; and the Depositor's assignment and delivery of the Receivables to the
     Trust will vest in the Trust the good and marketable title purported to be
     conveyed thereby, and the Trust will be the sole owner of each Receivable
     free and clear of Liens other than the Lien in favor of the Indenture
     Trustee under the Indenture; all taxes, fees and other governmental charges
     arising in connection with the transactions contemplated by this Agreement
     and the Basic Documents and with the execution and delivery of the
     Receivables, including any amendments thereto and assignments and/or
     endorsements thereof, have been paid by the Depositor.

          (xvi) Investment Company Act. Neither the Trust nor the Depositor is
     now or, as a result of the transactions contemplated by this Agreement,
     will be, an "investment company", as such term is defined in the Investment
     Company Act of 1940, as amended (the "Investment Company Act").

          (xvii) Incorporation of Representations and Warranties. The
     representations and warranties of the Depositor in each Basic Document to
     which it is a party are true and correct in all material respects and are
     hereby restated for the benefit of the Underwriters and incorporated by
     reference herein with the same effect as if set forth in full herein.

     (b) CarMax represents and warrants to the Underwriters as of the date
hereof and as of the Closing Time that the representations and warranties of the
Depositor set forth in Sections 1(a) are true and correct and further represents
and warrants to the Underwriters that:

          (i) Due Organization of CarMax. CarMax has been duly incorporated and
     is validly existing in good standing under the laws of the State of
     Virginia and is duly qualified to do business as a foreign corporation and
     is in good standing under the laws of each jurisdiction where the character
     of its properties or the nature of its activities makes such qualification
     necessary, except such jurisdictions, if any, in which the failure to be so
     qualified will not have a Material Adverse Effect on either the business or
     properties of CarMax; CarMax has the corporate power and authority to own
     its properties and conduct its business as described in the Prospectus and
     to enter into and perform its obligations under this Agreement and each of
     the Basic Documents to which it is a party (collectively, the "CarMax
     Agreements"); CarMax holds all material licenses, certificates and permits
     from all governmental authorities necessary for the conduct of its business
     as described in the Prospectus.

          (ii) Authorization of Agreement. This Agreement has been duly
     authorized, executed and delivered by CarMax.

          (iii) Authorization of Basic Documents. As of the Closing Time, each
     of the Basic Documents to which CarMax is a party has been duly authorized,
     executed and

                                       8



     delivered by CarMax, and, assuming the due authorization, execution and
     delivery thereof by the other parties thereto, will constitute a valid and
     binding agreement of CarMax, enforceable against it in accordance with its
     terms, except as the enforcement thereof may be limited by bankruptcy,
     insolvency, reorganization, moratorium or similar laws affecting
     enforcement of creditors' rights generally and except as enforcement
     thereof is subject to general principles of equity (regardless of whether
     enforcement is considered in a proceeding in equity or at law).

          (iv) Absence of Defaults and Conflicts. CarMax is not in violation of
     its articles of incorporation or bylaws or in default in the performance or
     observance of any obligation, agreement, covenant or condition contained in
     any Agreements and Instruments, except for defaults that would not result
     in a Material Adverse Effect; and the execution, delivery and performance
     by CarMax of the CarMax Agreements, the consummation of the transactions
     contemplated herein and therein, in the Registration Statement or in the
     Prospectus and compliance by it with its obligations hereunder and
     thereunder have been duly and validly authorized by all necessary action
     and do not and will not, whether with or without the giving of notice or
     passage of time or both, conflict with or constitute a breach of, a default
     or Repayment Event (as defined below) under, or result in the creation or
     imposition of any Lien upon any of its property or assets pursuant to the
     Agreements and Instruments except for Liens permitted by the Basic
     Documents and conflicts, breaches or defaults that, individually or in the
     aggregate, will not result in a Material Adverse Effect, nor will such
     action result in any violation of the provisions of its articles of
     incorporation or bylaws or any applicable law, statute, rule, regulation,
     judgment, order, writ or decree of any government, government
     instrumentality or court, domestic or foreign, having jurisdiction over
     CarMax or any of its assets, properties or operations. As used herein, a
     "Repayment Event" means any event or condition which gives the holder of
     any note, debenture or other evidence of indebtedness (or any person acting
     on such holder's behalf) the right to require the repurchase, redemption or
     repayment of all or a portion of such indebtedness by CarMax.

          (v) Absence of Proceedings. There is no action, suit, proceeding,
     inquiry or investigation before or brought by any court or governmental
     agency or body, domestic or foreign, now pending or, to the knowledge of
     CarMax, threatened, against or affecting CarMax which is or which might
     reasonably be expected to result in a Material Adverse Effect, or which
     might reasonably be expected to materially and adversely affect its
     properties or assets; the aggregate of all pending legal or governmental
     proceedings to which CarMax is a party or of which any of its properties or
     assets is the subject which are not described in the Prospectus, including
     ordinary routine litigation incidental to the business, could not
     reasonably be expected to result in a Material Adverse Effect.

          (vi) Absence of Further Requirements. No filing with, or
     authorization, approval, consent, license, order, registration,
     qualification or decree of, any court, governmental authority or agency or
     any other person is necessary in connection with (A) the issuance of the
     Securities or the offering and sale of the Notes, (B) the execution,
     delivery and performance by CarMax of the CarMax Agreements or (C) the
     consummation by CarMax of the transactions contemplated hereby or thereby,
     except such as have been obtained and are in full force and effect as of
     the Closing Time.

                                       9



          (vii) Possession of Licenses and Permits. CarMax possesses or, as of
     the Closing Time, has applied, for such Governmental Licenses issued by the
     appropriate federal, state, local or foreign regulatory agencies or bodies
     necessary to conduct the business now operated by it; CarMax is in
     compliance with the terms and conditions of all such Governmental Licenses,
     except where the failure so to comply would not, singly or in the
     aggregate, have a Material Adverse Effect; except for Governmental Licenses
     that have been applied for as of the Closing Time, all of the Governmental
     Licenses are valid and in full force and effect, except when the invalidity
     of such Governmental Licenses or the failure of such Governmental Licenses
     to be in full force and effect would not have a Material Adverse Effect or
     would render a material portion of the Receivables unenforceable; and
     CarMax has not received any notice of proceedings relating to the
     revocation or modification of any such Governmental Licenses which, singly
     or in the aggregate, if the subject of an unfavorable decision, ruling or
     finding, would result in a Material Adverse Effect or would render a
     material portion of the Receivables unenforceable.

          (viii) Title to Receivables; Payment of Fees. As of the Closing Time,
     CarMax will have good and marketable title to the Receivables listed in
     Schedule 1 to the Receivables Purchase Agreement, free and clear of any
     Lien; and CarMax's sale and delivery of the Receivables to the Depositor
     will vest in the Depositor the good and marketable title purported to be
     conveyed thereby.

          (ix) No Material Adverse Change. Since the date as of which
     information is given in the Prospectus, except as otherwise set forth
     therein, (A) there has been no Material Adverse Effect with respect to
     CarMax and (B) there have been no transactions entered into by CarMax,
     other than those in the ordinary course of business, which are material
     with respect to it.

          (x) Incorporation of Representations and Warranties. The
     representations and warranties of CarMax in each Basic Document to which it
     is a party are true and correct in all material respects and are hereby
     restated for the benefit of the Underwriters and incorporated by reference
     herein with the same effect as if set forth in full herein.

     (c) Officer's Certificates. Any certificate signed by any officer of
CarMax, the Depositor or any of their respective Affiliates and delivered at the
Closing Time to the Representative or to counsel for the Underwriters shall be
deemed a representation and warranty by CarMax, the Depositor or such Affiliate,
as the case may be, to the Underwriters as to the matters covered thereby. When
used in this Agreement, the term "Affiliate" or "Affiliates" shall have the
meaning assigned by Rule 501(b) of the Securities Act Regulations.

     Section 2. Sale and Delivery to the Underwriters; Closing.

     (a) Purchase of Securities. On the basis of the representations, warranties
and agreements herein contained and subject to the terms and conditions herein
set forth, the Depositor agrees to sell to the Underwriters, and the
Underwriters severally agree to purchase from the Depositor, the aggregate
principal amount of Notes set forth opposite each Underwriter's name on Schedule
A at a purchase price equal to, in the case of (i) the Class A-1

                                       10



Notes,        % of the principal amount thereof, (ii) the Class A-2 Notes,
       -------
       % of the principal amount thereof, (iii) the Class A-3 Notes,        % of
- -------                                                              -------
the principal amount thereof, (iv) the Class A-4 Notes,        % of the
                                                        -------
principal amount thereof, (v) the Class B Notes,        % of the principal
                                                 -------
amount thereof and (vi) the Class C Notes,        % of the principal amount
                                           -------
thereof.

     (b) Payment. Payment of the purchase price, and delivery of certificates,
for the Notes shall be made at the offices of McGuireWoods LLP, One James
Center, 901 East Cary Street, Richmond, Virginia 23219-4030, or at such other
place as shall be agreed upon by the Representative and the Depositor, at 10:00
A.M. (New York time) on        , or such other time not later than five business
                        -------
days after such date as shall be agreed upon by the Representative and the
Depositor (such date and time of payment and delivery being called the "Closing
Time"). Pursuant to Rule 15c6-1(d) of the Exchange Act Regulations, the parties
hereto have agreed that the Closing Time will be not less than five business
days following the date hereof.

     Each class of Notes will initially be represented by one or more
certificates registered in the name of Cede & Co., as nominee of The Depository
Trust Company ("DTC"). The interests of beneficial owners of the Notes will be
represented by book entries on the records of DTC and participating members
thereof. Certificates for the Securities shall be made available for examination
by the Representative in Richmond, Virginia not later than 10:00 A.M. (New York
time) on the business day prior to the Closing Time.

     Delivery of the Notes shall be made against payment of the purchase price
therefor by wire transfer of immediately available funds to a bank account
designated by the Depositor.

     Section 3. Covenants of the Depositor. The Depositor covenants with each
Underwriter as follows:

          (a) Compliance with Securities Act Regulations and Commission
     Requests. The Depositor, subject to Section 3(b), will comply with the
     requirements of Rules 424(b) and 430A of the Securities Act Regulations, if
     and as applicable, and will notify the Representative immediately, and
     confirm the notice in writing, of (i) the effectiveness of any
     post-effective amendment to the Registration Statement or the filing of any
     supplement or amendment to the Prospectus, (ii) the receipt of any comments
     from the Commission, (iii) any request by the Commission for any amendment
     to the Registration Statement or any amendment or supplement to the
     Prospectus or for additional information and (iv) the issuance by the
     Commission of any stop order suspending the effectiveness of the
     Registration Statement or of any order preventing or suspending the use of
     any preliminary prospectus, or of the suspension of the qualification of
     the Notes for offering or sale in any jurisdiction, or of the initiation or
     threatening of any proceedings for any of such purposes. The Depositor will
     promptly effect the filings necessary pursuant to Rule 424 and will take
     such steps as it deems necessary to ascertain promptly whether the
     Prospectus transmitted for filing under Rule 424 was received for filing by
     the Commission and, in the event that it was not, it will promptly file the
     Prospectus. The Depositor will make every reasonable effort to prevent the
     issuance of

                                       11



     any stop order and, if any stop order is issued, to obtain the lifting
     thereof at the earliest possible moment.

          (b) Filing of Amendments. The Depositor will give the Representative
     notice of its intention to file or prepare any amendment to the
     Registration Statement, any amendment, supplement or revision to either the
     prospectus included in the Registration Statement at the time it became
     effective or to the Prospectus, whether pursuant to the Securities Act, the
     Exchange Act or otherwise, will furnish the Representative with copies of
     all such documents a reasonable amount of time prior to such proposed
     filing or use, as the case may be, and will not file or use any such
     document to which the Representative or counsel for the Underwriters shall
     object.

          (c) Delivery of Registration Statements. The Depositor has furnished
     or will deliver to the Representative and counsel for the Underwriters,
     without charge, a signed copy of the Registration Statement as originally
     filed and of the amendment thereto (including exhibits filed therewith or
     incorporated by reference therein and documents incorporated or deemed to
     be incorporated by reference therein) and a signed copy of all consents and
     certificates of experts, and will also deliver to the Representative,
     without charge, a conformed copy of the Registration Statement as
     originally filed and of the amendment thereto (without exhibits) for each
     of the Underwriters. The Registration Statement and the amendment thereto
     furnished to the Underwriters will be identical to any electronically
     transmitted copies thereof filed with the Commission pursuant to EDGAR,
     except to the extent permitted by Regulation S-T.

          (d) Delivery of Offering Documents. The Depositor will deliver to each
     Underwriter, without charge, as many copies of any Computational Materials,
     any Structural Term Sheet, any Collateral Term Sheet and any Preliminary
     Prospectus as such Underwriter may reasonably request, and the Depositor
     hereby consents to the use of such copies for purposes permitted by the
     Securities Act. The Depositor will furnish to each Underwriter, without
     charge, during the period when the Prospectus is required to be delivered
     under the Securities Act or the Exchange Act, such number of copies of the
     Prospectus as such Underwriter may reasonably request. The Prospectus and
     any amendments or supplements thereto furnished to the Underwriters will be
     identical to any electronically transmitted copies thereof filed with the
     Commission pursuant to EDGAR, except to the extent permitted by Regulation
     S-T.

          (e) Continued Compliance with Securities Laws. The Depositor will
     comply with the Securities Act and the Securities Act Regulations, the
     Exchange Act and the Exchange Act Regulations and the Trust Indenture Act
     Regulations so as to permit the completion of the distribution of the Notes
     as contemplated in this Agreement, the Basic Documents, the Registration
     Statement and the Prospectus. If at any time when the Prospectus is
     required by the Securities Act or the Exchange Act to be delivered in
     connection with sales of the Notes, any event shall occur or condition
     shall exist as a result of which it is necessary, in the opinion of counsel
     for the Underwriters or counsel to the Depositor, to amend the Registration
     Statement in order that the Registration Statement will not contain an
     untrue statement of a material fact or omit to state a material fact
     required to be stated therein or necessary to make the statements therein
     not

                                       12



     misleading or to amend or supplement the Prospectus in order that the
     Prospectus will not include an untrue statement of a material fact or omit
     to state a material fact necessary in order to make the statements therein
     not misleading in the light of the circumstances existing at the time it is
     delivered to a purchaser, or if it shall be necessary, in the opinion of
     such counsel, at any such time to amend the Registration Statement or amend
     or supplement the Prospectus in order to comply with the requirements of
     the Securities Act or the Securities Act Regulations, the Depositor will
     promptly prepare and file with the Commission, subject to Section 3(b),
     such amendment or supplement as may be necessary to correct such statement
     or omission or to make the Registration Statement or the Prospectus comply
     with such requirements, and the Depositor will furnish to the Underwriters,
     without charge, such number of copies of such amendment or supplement as
     the Underwriters may reasonably request.

          (f) State Securities Law Qualifications. The Depositor will use its
     best efforts to assist the Underwriters in arranging for the qualification
     of the Notes for offering and sale and the determination of their
     eligibility for investment, as the case may be, under the laws of such
     jurisdictions as the Underwriters designate and will continue to assist the
     Underwriters in maintaining such qualifications in effect for a period of
     not less than one year from the date of the Prospectus; provided, however,
     that the Depositor shall not be obligated to file any general consent to
     service of process or to qualify as a foreign limited liability company or
     as a dealer in securities in any jurisdiction in which it is not so
     qualified or to subject itself to taxation in respect of doing business in
     any jurisdiction in which it is not otherwise so subject. In each
     jurisdiction in which the Notes have been so qualified, the Depositor will
     file such statements and reports as may be required by the laws of such
     jurisdiction to continue such qualification in effect for a period of not
     less than one year from the date of the Prospectus. The Depositor will also
     supply the Underwriters with such information as is necessary for the
     determination of the legality of the offering and sale of the Notes for
     investment under the laws of such jurisdictions as the Underwriters may
     reasonably request.

          (g) Earnings Statement. The Depositor will timely file such reports
     pursuant to the Exchange Act as are necessary in order to make generally
     available to its security-holders as soon as practicable an earnings
     statement for the purposes of, and to provide the benefits contemplated by,
     the last paragraph of Section 11(a) of the Securities Act.

          (h) Use of Proceeds. The Depositor shall cause the Trust to use the
     net proceeds received by it from the sale of the Notes in the manner
     specified in the Base Prospectus under "Use of Proceeds".

          (i) Reports, Statements and Certificates. So long as any Notes are
     outstanding, the Depositor shall deliver or cause to be delivered to the
     Underwriters, as soon as copies become available, copies of (i) each
     payment date certificate delivered to Securityholders pursuant to Section
     4.9 of the Sale and Servicing Agreement, (ii) the annual statements of
     compliance, annual independent certified public accountants' reports and
     annual opinions of counsel furnished to the Indenture Trustee or the Owner
     Trustee pursuant to the Basic Documents, as soon as such statements,
     reports and opinions are furnished to the Indenture Trustee or the Owner
     Trustee and (iii) such other

                                       13



     information concerning CarMax, the Depositor, the Trust or the Securities
     as the Underwriters may reasonably request from time to time.

          (j) Reporting Requirements. The Depositor, during the period when the
     Prospectus is required to be delivered under the Securities Act or the
     Exchange Act, will file all documents required to be filed with the
     Commission pursuant to the Exchange Act within the time periods required by
     the Exchange Act and the Exchange Act Regulations.

     Section 4. Payment of Expenses.

     (a) Expenses. The Depositor shall pay all of its own expenses incident to
the performance of its obligations under this Agreement, including without
limitation (i) the preparation, printing and filing of the Registration
Statement, any Computational Materials, any Structural Term Sheet, any
Collateral Term Sheet, any Preliminary Prospectus, the Prospectus and each
amendment or supplement thereto, (ii) the preparation, reproduction and delivery
to the Underwriters of this Agreement, any agreement among Underwriters, each
Basic Document and each other document as may be required in connection with the
issuance of the Securities or the offering, purchase, sale or delivery of the
Securities, (iii) the preparation, issuance and delivery of the certificates for
the Notes to the Underwriters and the Certificates to the Depositor, (iv) the
fees and expenses of the counsel, accountants and other advisors of the
Depositor and any of its Affiliates in connection with the transactions
contemplated by this Agreement, (v) the qualification of the Notes under state
securities laws in accordance with the provisions of Section 3(f), including
filing fees and the reasonable fees and disbursements of counsel for the
Underwriters in connection therewith, (vi) the printing and delivery to the
Underwriters of copies of any Computational Materials, any Structural Term
Sheet, any Collateral Term Sheet, any Preliminary Prospectus, the Prospectus and
any amendments on supplements thereto, (vii) the fees and expenses of the Owner
Trustee and the Indenture Trustee, including the reasonable fees and
disbursements of their respective counsel in connection with the transactions
contemplated by this Agreement and (viii) any fees payable to Moody's Investors
Service, Inc. ("Moody's") and Standard & Poor's, a Division of The McGraw-Hill
Companies, Inc. ("Standard & Poor's" and, together with Moody's, the "Rating
Agencies"), in connection with the rating of the Notes.

     (b) Termination of Agreement. If this Agreement is terminated by the
Underwriters in accordance with the provisions of Section 5 or Section 9(a)(i),
the Depositor shall reimburse the Underwriters for all of their reasonable
out-of-pocket expenses, including the reasonable fees and disbursements of
counsel for the Underwriters.

     Section 5. Conditions of the Obligations of the Underwriters. The
obligations of the Underwriters are subject to the accuracy of the
representations and warranties of CarMax and the Depositor contained in Section
1 or in certificates of any officer of CarMax or the Depositor or any of their
respective Affiliates delivered pursuant to the provisions hereof, to the
performance by CarMax and the Depositor of their respective covenants and other
obligations hereunder and to the following additional conditions:

          (a) Effectiveness of Registration Statement. The Registration
     Statement has become effective under the Securities Act and no stop order
     suspending the effectiveness of the Registration Statement shall have been
     issued under the Securities Act and at the

                                       14



     Closing Time no proceedings for that purpose shall have been instituted or
     be pending or threatened by the Commission, and any request on the part of
     the Commission for additional information shall have been complied with to
     the reasonable satisfaction of counsel for the Underwriters. A prospectus
     containing information relating to the description of the Securities, the
     specific method of distribution and similar matters shall have been filed
     with the Commission in accordance with Rule 424(b) of the Securities Act
     Regulations (or any required post-effective amendment providing such
     information shall have been filed and declared effective in accordance with
     the requirements of Rule 430A of the Securities Act Regulations).

          (b) Accountants' Comfort Letter. At the Closing Time, the Underwriters
     and the Depositor shall have received from KPMG LLP a letter or letters
     dated as of the Closing Time, in form and substance as previously agreed
     upon by the Representative and otherwise satisfactory in form and substance
     to the Underwriters and counsel for the Underwriters, containing statements
     and information of the type ordinarily included in accountants' "comfort
     letters" with respect to certain financial, statistical and other
     information contained in or incorporated by reference into the Prospectus.

          (c) Officer's Certificate. At the Closing Time, there shall not have
     been, since the date hereof or since the respective dates as of which
     information is given in the Prospectus, any Material Adverse Effect with
     respect to either CarMax or the Depositor whether or not arising in the
     ordinary course of business, and the Underwriters shall have received a
     certificate, dated as of the Closing Time, of an authorized officer of: (i)
     the Depositor to the effect that (A) there has been no such Material
     Adverse Effect, (B) the representations and warranties in Section 1(a) are
     true and correct with the same force and effect as though expressly made at
     and as of the Closing Time and (C) the Depositor has complied with all
     agreements and satisfied all conditions on its part to be performed or
     satisfied at or prior to the Closing Time; and (ii) CarMax to the effect
     that (A) there has been no such Material Adverse Effect, (B) the
     representations and warranties in Section 1(b) are true and correct with
     the same force and effect as though expressly made at and as of the Closing
     Time and (C) CarMax has complied with all agreements and satisfied all
     conditions on its part to be performed or satisfied at or prior to the
     Closing Time.

          (d) Opinion of Special Bankruptcy Counsel for CarMax. At the Closing
     Time, the Underwriters shall have received the favorable opinion, dated as
     of the Closing Time, of McGuireWoods LLP, special bankruptcy counsel for
     CarMax, in form and substance satisfactory to counsel for the Underwriters,
     regarding (i) the conveyance of the Receivables by CarMax to the Depositor
     being a "true sale", (ii) the granting to the Depositor of a first priority
     perfected security interest in the Receivables and (iii) to the effect that
     should CarMax become the debtor in a case under the United States
     bankruptcy code, the court would not order the substantive consolidation of
     the assets and liabilities of the Depositor with those of CarMax, and such
     opinion shall be in substantially the form previously discussed with the
     Representative and counsel for the Underwriters and in any event
     satisfactory in form and in substance to counsel for the Underwriters.

                                       15



          (e) Opinion of Special Tax Counsel for the Depositor. At the Closing
     Time, the Underwriters shall have received the favorable opinion, dated as
     of the Closing Time, of McGuireWoods LLP, special federal and Virginia
     State income tax counsel for the Depositor, in form and substance
     satisfactory to counsel for the Underwriters, substantially to the effect
     that for federal and Virginia State income tax purposes, the Notes will be
     considered debt and the Trust will not be an association taxable as a
     corporation and that the statements in the (i) Prospectus Supplement and
     (ii) Prospectus under the headings "Summary - Tax Status", "Summary - ERISA
     Considerations", "Material Federal Income Tax Consequences" and "ERISA
     Considerations", to the extent that they constitute matters of law or legal
     conclusions with respect thereto, have been prepared or reviewed by such
     counsel and provide a fair summary in all material respects.

          (f) Opinion of Special Local Counsel for CarMax. At the Closing Time,
     the Underwriters shall have received the favorable opinions, each dated as
     of the Closing Time, of            , special            ,             and
                             -----------          -----------  -----------
                 counsel for CarMax and            , special             counsel
     -----------                        -----------          -----------
     for CarMax, in form and substance satisfactory to counsel for the
     Underwriters, substantially to the effect that upon consummation of the
     transactions contemplated by the Basic Documents, the Trust had a perfected
     security interest in the Financed Vehicles financed under Receivables
     originated in the relevant jurisdiction.

          (g) Opinion of Counsel for CarMax and the Depositor. At the Closing
     Time, the Underwriters shall have received the favorable opinion, dated as
     of the Closing Time, of McGuireWoods LLP, counsel for CarMax and the
     Depositor, in form and substance satisfactory to counsel for the
     Underwriters, to the effect that:

               (i) CarMax is a corporation validly existing and in good standing
          under the laws of the Commonwealth of Virginia and has the corporate
          power and authority to own its properties and to conduct its business
          as described in the Prospectus and to execute, deliver and perform its
          obligations under the CarMax Agreements.

               (ii) The execution, delivery and performance by CarMax of the
          CarMax Agreements have been duly and validly authorized by all
          necessary corporate action on the part of CarMax.

               (iii) This Agreement has been duly and validly executed and
          delivered by each of CarMax and the Depositor.

               (iv) The Basic Documents to which CarMax is a party have been
          duly and validly executed and delivered by CarMax and constitute
          legal, valid and binding agreements of CarMax, enforceable against
          CarMax in accordance with their respective terms, except that such
          enforceability may be limited by applicable bankruptcy, insolvency,
          reorganization, fraudulent conveyance, moratorium, receivership,
          conservatorship and similar laws relating to or affecting creditors'
          rights generally from time to time in effect and by equitable
          principles

                                       16



          of general applicability (regardless of whether such enforceability is
          considered in a proceeding in equity or at law).

               (v) Both the Sale and Servicing Agreement and the Receivables
          Purchase Agreement constitute legal, valid and binding agreements of
          the Depositor, enforceable against the Depositor in accordance with
          their respective terms, except that such enforceability may be limited
          by applicable bankruptcy, insolvency, reorganization, fraudulent
          conveyance, moratorium, receivership, conservatorship and similar laws
          relating to or affecting creditors' rights generally from time to time
          in effect and by equitable principles of general applicability
          (regardless of whether such enforceability is considered in a
          proceeding in equity or at law).

               (vi) The authorization, execution, delivery and performance by
          CarMax of the CarMax Agreements and the Depositor of the Depositor
          Agreements, as applicable, and the issuance, offering, sale or
          delivery of the Securities do not require the authorization, approval,
          consent, license, order, registration, qualification, decree or
          approval of, or any filing with, any court or governmental agency or
          body having jurisdiction over CarMax or the Depositor, respectively
          (except such consents, authorizations, approvals or filings as have
          been obtained or made and as are in full force and effect or those
          that may be required under the state securities or blue sky laws of
          the various States, and except for the filing of UCC-3 partial release
          statements relating to the release of the existing liens on the
          Receivables and the other property of the Trust of CarMax's secured
          lenders and the filing of UCC-1 financing statements relating to the
          conveyance of the Receivables and other property of the Trust by the
          Depositor to the Trust and by the Trust to the Indenture Trustee,
          which UCC statement filings are in the process of being made) and do
          not conflict with, violate, result in a breach of or constitute a
          default under (A) any term or provision of the amended and restated
          articles of incorporation or bylaws of CarMax or any term or provision
          of the limited liability company agreement of the Depositor, as
          applicable, (B) in any material respect, any statute, order known to
          such counsel, rule or regulation of any court or governmental agency
          or body having jurisdiction over CarMax or the Depositor or (C) in any
          material respect, any indenture or other agreement or instrument known
          to such counsel to which CarMax or the Depositor is a party or by
          which it or any of its properties is bound.

               (vii) To the best knowledge of such counsel, there is no pending
          or threatened action, suit or proceeding before any court,
          administrative agency or other tribunal (A) asserting the invalidity
          of any CarMax Agreement, any Depositor Agreement or the Securities,
          (B) seeking to prevent the issuance of the Securities or the
          consummation by CarMax or the Depositor of the transactions
          contemplated by the CarMax Agreements or the Depositor Agreements,
          respectively, or (C) which, if adversely determined, would reasonably
          be expected to materially and adversely affect the performance by
          either CarMax or the Depositor of its obligations under, or the
          validity or enforceability of, any CarMax Agreement or any Depositor
          Agreement, as applicable.

                                       17



               (viii) Each of CarMax and the Depositor possesses such permits,
          licenses, approvals, consents and other authorizations (collectively,
          "Governmental Licenses") issued by the appropriate federal, state,
          local or foreign regulatory agencies or bodies necessary to conduct
          the business now operated by them; each of CarMax and the Depositor is
          in compliance with the terms and conditions of all such Governmental
          Licenses, except where the failure so to comply would not, singly or
          in the aggregate, have a Material Adverse Effect; all of the
          Governmental Licenses are valid and in full force and effect, except
          when the invalidity of such Governmental Licenses or the failure of
          such Governmental Licenses to be in full force and effect would not
          have a Material Adverse Effect or would render a material portion of
          the Receivables unenforceable; and neither CarMax nor the Depositor
          has received any notice of proceedings relating to the revocation or
          modification of any such Governmental Licenses which, singly or in the
          aggregate, if the subject of an unfavorable decision, ruling or
          finding, would result in a Material Adverse Effect or would render a
          material portion of the Receivables unenforceable.

               (ix) Assuming that the Notes have been duly executed and
          delivered by the Owner Trustee, authenticated by the Indenture Trustee
          in accordance with the Indenture and delivered against payment of the
          consideration specified in this Agreement, the Notes will be entitled
          to the benefits of the Indenture and will constitute valid and binding
          obligations of the Trust, enforceable against the Trust in accordance
          with their terms, except as the enforcement thereof may be subject to
          or limited by bankruptcy, insolvency, reorganization, moratorium,
          fraudulent conveyance, fraudulent transfer and other similar laws
          relating to or affecting the enforcement of creditors' rights
          generally and to general equitable principles (regardless of whether
          enforcement is considered in a proceeding in equity or at law),
          including concepts of commercial reasonableness, good faith and fair
          dealing and the possible unavailability of specific performance or
          injunctive relief.

               (x) Such counsel is familiar with the standard operating
          procedures of CarMax relating to the acquisition by CarMax of a first
          priority perfected security interest in the financed vehicles financed
          by installment sale contracts originated by CarMax in the ordinary
          course of its business and relating to the sale of such contracts and
          such security interests in the financed vehicles in the ordinary
          course of its business. Assuming that such standard procedures have
          been and are followed with respect to the perfection of security
          interests in the Financed Vehicles (and such counsel has no reason to
          believe that CarMax has not or will not continue to follow its
          standard procedures in connection with the perfection of security
          interests in the Financed Vehicles), CarMax has acquired a first
          priority perfected security interest in the Financed Vehicles. As to
          each security interest in a Financed Vehicle created by a Receivable,
          no filing or other action is necessary to perfect or continue the
          perfected status of such security interest as against creditors of or
          transferees from the obligor under such Receivable; provided that (A)
          no opinion is rendered as to a security interest in a Financed Vehicle
          as to which neither a properly endorsed certificate of title naming

                                       18



          CarMax or an Affiliate or predecessor of CarMax as legal owner nor an
          application for an original registration together with an application
          for registration of CarMax or an Affiliate or predecessor of CarMax as
          legal owner, has been deposited with the appropriate department of
          motor vehicles and (B) no opinion is given as to the enforceability of
          the security interest in a Financed Vehicle as against a subsequent
          owner of a Financed Vehicle or a holder or assignee of a certificate
          of title relating to such Financed Vehicle through fraudulent or
          negligent transfer of such certificate title.

               (xi) The Securities and the Basic Documents conform in all
          material respects to the descriptions thereof and the statements
          relating thereto contained in the Prospectus.

               (xii) The execution, delivery and performance by CarMax of the
          CarMax Agreements and the Depositor of the Depositor Agreements and
          the consummation of the transactions contemplated herein and therein
          and compliance with its obligations hereunder and thereunder do not
          and will not, whether with or without the giving of notice or lapse of
          time or both, conflict with or constitute a breach of, or default or
          Repayment Event under or result in the creation or imposition of any
          Lien upon any property or assets of CarMax or the Depositor pursuant
          to any Agreement or Instrument to which CarMax or the Depositor is a
          party or by which either may be bound (except for Liens permitted by
          the Basic Documents), or to which any of the property or assets of
          CarMax or the Depositor is subject (except for such conflicts,
          breaches or defaults or liens, charges or encumbrances that would not
          have a Material Adverse Effect), nor will such action result in any
          violation of any applicable law, statute, rule, regulation, judgment,
          order, writ or decree known to such counsel, of any government,
          government instrumentality or court having jurisdiction over CarMax or
          the Depositor or any of their respective properties, assets or
          operations.

               (xiii) The information set forth in any Computational Materials,
          any Structural Term Sheet or any Collateral Term Sheet and the
          Prospectus Supplement under the headings "Summary - Servicer",
          "Summary - Seller", "Risk Factors - Geographic Concentration May
          Result in More Risk to You", "The Receivables" and "CarMax" and the
          information set forth in the Base Prospectus under the headings
          "Summary - Servicer", "Summary - Seller", "The Receivables", "The
          Seller", "CarMax", "Certain Information Regarding the Securities" and
          "Material Legal Issues Relating to the Receivables", to the extent
          that they constitute matters of law or legal conclusions with respect
          thereto, have been prepared or reviewed by such counsel and provide a
          fair and accurate summary in all material respects.

               (xiv) Neither the Trust nor the Depositor is required to register
          as an "investment company" under the Investment Company Act.

               (xv) The Indenture has been duly qualified under the Trust
          Indenture Act.

                                       19



               (xvi) The Indenture creates a valid security interest in favor of
          the Indenture Trustee in the Collateral, the security interests in the
          Financed Vehicles securing the Receivables and the proceeds of each of
          the foregoing.

               (xvii) The Registration Statement has become effective under the
          Securities Act; to the best of such counsel's knowledge and
          information, no stop order suspending the effectiveness of the
          Registration Statement has been issued under the Securities Act and no
          proceedings for that purpose have been instituted or are pending or
          threatened by the Commission.

               (xviii) The Registration Statement and the Prospectus (in each
          case other than the financial statements and supporting schedules
          included therein or omitted therefrom and the Trustee's Statement of
          Eligibility on Form T-1, as to which such counsel need not express any
          opinion), as of their respective effective or issue dates, as the case
          may be, complied as to form in all material respects with the
          requirements of the Securities Act and the Securities Act Regulations.

          Such counsel shall also state that such counsel has examined the
     Registration Statement and the Prospectus and nothing has come to such
     counsel's attention that would lead such counsel to believe that the
     Registration Statement (other than the financial statements and schedules
     and other financial, numerical, statistical and quantitative information,
     in each case contained or incorporated by reference therein or omitted
     therefrom and the Form T-1, as to which such counsel need make no
     statement), at the time the Registration Statement became effective,
     contained any untrue statement of a material fact or omitted to state a
     material fact required to be stated therein or necessary to make the
     statements therein not misleading, or that the Prospectus (other than the
     financial statements and schedules and other financial, numerical,
     statistical and quantitative information, in each case contained or
     incorporated by reference therein or omitted therefrom and the Form T-1, as
     to which such counsel need make no statement), at the date thereof and at
     the Closing Time, included or includes any untrue statement of a material
     fact or omitted or omits to state a material fact necessary in order to
     make the statements therein, in the light of the circumstances under which
     they were made, not misleading.

          (h) Opinion of Special Delaware Counsel for the Depositor. At the
     Closing Time, the Underwriters shall have received the favorable opinion,
     dated as of the Closing Time, of [_______________], special Delaware
     counsel for the Depositor, in form and substance satisfactory to counsel
     for the Underwriters, substantially to the effect that:

               (i) The Depositor is a limited liability company duly formed,
          validly existing and in good standing under the laws of the State of
          Delaware and has the power and authority to own its properties and to
          conduct its business as described in the Prospectus and to execute,
          deliver and perform its obligations under the Depositor Agreements.

               (ii) The Limited Liability Company Agreement of the Depositor,
          dated as of August 6, 2003 (the "LLC Agreement"), by CarMax (the
          "Member"), as the

                                       20



          sole equity member of the Depositor, and the special members named
          therein, constitutes a legal, valid and binding agreement of the
          Member, and is enforceable against the Member in accordance with its
          terms, except as the enforcement thereof may be subject to or limited
          by bankruptcy, insolvency, reorganization, moratorium, fraudulent
          conveyance, fraudulent transfer and other similar laws relating to or
          affecting the enforcement of creditor's rights generally and to
          general equitable principles (regardless of whether enforcement is
          considered in a proceeding in equity or at law).

               (iii) Under the LLC Act and the LLC Agreement, the Depositor has
          all necessary limited liability company power and authority to execute
          and deliver, and to perform its obligations under the Depositor
          Agreements.

               (iv) Under the LLC Act and the LLC Agreement, the execution and
          delivery by the Depositor of the Depositor Agreements, and the
          performance by the Depositor of its obligations under the Depositor
          Agreements, have been duly authorized by all necessary limited
          liability company action on the part of the Depositor.

               (v) The Depositor Agreements have been duly and validly executed
          and delivered by the Depositor.

               (vi) The Trust Agreement constitutes a legal, valid and binding
          agreement of the Depositor, enforceable against the Depositor in
          accordance with its terms, except that such enforceability may be
          limited by applicable bankruptcy, insolvency, reorganization,
          fraudulent conveyance, moratorium, receivership, conservatorship and
          similar laws relating to or affecting creditors' rights generally from
          time to time in effect and by equitable principles of general
          applicability (regardless of whether such enforceability is considered
          in a proceeding in equity or at law).

               (vii) The execution and delivery by the Depositor of the
          Depositor Agreements, and the performance by the Depositor of its
          obligations thereunder, do not violate (A) any Delaware law, rule or
          regulation or (B) the LLC Certificate or the LLC Agreement.

               (viii) No authorization, consent, approval or order of any
          Delaware court or any Delaware governmental or administrative body is
          required solely in connection with the execution and delivery by the
          Depositor of the Depositor Agreements or the performance by the
          Depositor of its obligations thereunder.

               (ix) The Depositor's assignment and delivery of the Receivables
          to the Trust and the filing of applicable UCC financing statements
          with the Delaware Secretary of State will vest in the Trust a first
          priority perfected security interest therein, subject to no prior
          Lien.

          (i) Opinion of Special Delaware Counsel for the Trust. At the Closing
     Time, the Underwriters shall have received the favorable opinion, dated as
     of the Closing Time, of

                                       21



     [_______________], special Delaware counsel for the Trust, in form and
     substance satisfactory to counsel for the Underwriters, substantially to
     the effect that:

               (i) The Trust has been duly formed and is validly existing as a
          statutory trust pursuant to the laws of the State of Delaware, 12 Del.
          C. (S)(S) 3801, et seq. (the "Statutory Trust Act"), and has the power
          and authority under the Trust Agreement and the Act to execute,
          deliver and perform its obligations under the Basic Documents to which
          the Trust is a party, to issue the Certificates and the Notes and to
          grant the Owner Trust Estate to the Indenture Trustee as security for
          the Notes.

               (ii) The Basic Documents to which the Trust is a party have been
          duly authorized, executed and delivered by the Trust and the Notes
          have been duly executed by the Trust.

               (iii) Assuming the due authorization, execution and delivery of
          each Basic Document to which the Trust is a party by the Owner
          Trustee, on behalf of the Trust, and by each other party thereto each
          such Basic Document constitutes the valid, legal and binding
          obligation of the Trust enforceable against the Trust in accordance
          with its terms, except as enforceability thereof may be subject to or
          limited by bankruptcy, insolvency, reorganization or other laws now or
          hereafter in effect affecting the enforcement of creditors' rights
          generally, and except that no opinion need be expressed as to the
          availability of remedies of specific performance, injunction or other
          forms of equitable relief, all of which may be subject to certain
          tests of equity jurisdiction, equitable defenses and the discretion of
          the court before which any proceeding therefor may be brought.

               (iv) The Notes have been duly authorized, executed and issued by
          the Trust.

               (v) The Certificates have been duly authorized by the Trust and,
          when executed by the Trust, authenticated by the Owner Trustee and
          delivered to the Depositor in accordance with the Trust Agreement, the
          Certificates will be validly issued and outstanding and entitled to
          the benefits of the Trust Agreement.

               (vi) Neither the execution, delivery and performance by the Trust
          of the Basic Documents to which the Trust is a party, the Certificates
          or the Notes, nor the consummation by the Trust of any of the
          transactions contemplated thereby, requires the consent or approval
          of, the withholding of objection on the part of, the giving of notice
          to, the filing, registration or qualification with, or the taking of
          any other action in respect of, any governmental authority or agency
          of the State of Delaware, other than the filing of the Certificate of
          Trust with the Secretary of State.

               (vii) Neither the execution, delivery and performance by the
          Trust of the Basic Documents to which the Trust is a party, the
          Certificates or the Notes, nor the consummation of the transactions
          contemplated thereby, will conflict with

                                       22



          or result in a breach of, or constitute a default under the provisions
          of the Trust Agreement or any law, rule or regulation of the State of
          Delaware applicable to the Trust or, to our knowledge without
          independent investigation, any judgment or order of the Sate of
          Delaware applicable to the Trust or its properties or, to our
          knowledge without independent investigation, any indenture, mortgage,
          contract or other agreement or instrument to which the Trust is a
          party or by which it is bound.

               (viii) Under Section 3805(b) of the Statutory Trust Act, no
          creditor of any Certificate Owner shall have any right to obtain
          possession of, or otherwise exercise legal or equitable remedies with
          respect to, the Owner Trust Estate except in accordance with the terms
          of the Trust Agreement.

               (ix) Under Section 3805(c) of the Statutory Trust Act, except to
          the extent otherwise provided in the Trust Agreement, a Certificate
          Owner has no interest in specific Trust property.

               (x) Under Section 3808(a) and (b) of the Statutory Trust Act, the
          Trust may not be terminated or revoked by any Certificate Owner, and
          the dissolution, termination or bankruptcy of any Certificate Owner
          shall not result in the termination or dissolution of the Trust,
          except to the extent otherwise provided in the Trust Agreement.

               (xi) Under the Statutory Trust Act, the Trust is a separate legal
          entity and, assuming that the Sale and Servicing Agreement conveys
          good title to the Trust property to the Trust as a true sale and not
          as a security arrangement, the Trust rather than the Certificate
          Owners will hold whatever title to the Trust property as may be
          conveyed to it from time to time pursuant to the Sale and Servicing
          Agreement, except to the extent that the Trust has taken action to
          dispose of or otherwise transfer or encumber any part of the Trust
          property.

               (xii) To the extent that Article 9 of the Uniform Commercial Code
          as in effect in the State of Delaware (the "UCC") is applicable
          (without regard to conflicts of laws principles), and assuming that
          the security interest created by the Indenture in the Collateral has
          been duly created and has attached, upon the filing of the Financing
          Statement with the Secretary of State, the Indenture Trustee will have
          a perfected security interest in the Trust's rights in that portion of
          the Collateral described in the Financing Statement that constitutes
          "chattel paper," "general intangibles" or "accounts" (as such terms
          are defined in the UCC) and the proceeds thereof; and such security
          interest will be prior to any other security interest granted by the
          Trust that is perfected solely by the filing of financing statements
          under the UCC, subject to Section 9-312 of the UCC (with respect to
          purchase money security interests) and Section 9-306 of the UCC (with
          respect to temporarily perfected security interests in proceeds).

          (j) Opinion of Counsel for the Indenture Trustee. At the Closing Time,
     the Underwriters shall have received the favorable opinion, dated as of the
     Closing Time, of

                                       23



     in-house counsel for the Indenture Trustee, in form and substance
     satisfactory to counsel for the Underwriters, substantially to the effect
     that:

               (i) The Indenture Trustee has been duly incorporated and is
          validly existing as a [____________] under the laws of [____________].

               (ii) The Indenture Trustee, at the time of its execution and
          delivery of the Indenture, had full power and authority to execute and
          deliver the Indenture and has full power and authority to perform its
          obligations thereunder.

               (iii) The Indenture has been duly and validly authorized,
          executed and delivered by the Indenture Trustee and, assuming due
          authorization, execution and delivery thereof by the Trustee,
          constitutes the valid and binding obligation of the Indenture Trustee
          enforceable against the Indenture Trustee in accordance with its
          terms, except as enforcement thereof may be limited by bankruptcy,
          insolvency or other laws relating to or affecting creditors' rights or
          by general principles of equity.

               (iv) To the best of such counsel's knowledge, there are no
          actions, proceedings or investigations pending or threatened against
          or affecting the Indenture Trustee before or by any court, arbitrator,
          administrative agency or other governmental authority which, if
          adversely decided, would materially and adversely affect the ability
          of the Indenture Trustee to carry out the transactions contemplated in
          the Indenture.

               (v) No consent, approval or authorization of, or registration,
          declaration or filing with, any court or governmental agency or body
          of the United States of America or any state thereof was or is
          required for the execution, delivery or performance by the Indenture
          Trustee of the Indenture.

               (vi) Each of the Basic Documents to which the Indenture Trustee
          is a party has been duly executed and delivered by the Indenture
          Trustee and constitutes a legal, valid and binding obligation of the
          Indenture Trustee enforceable against the Indenture Trustee in
          accordance with its respective terms, except that certain of such
          obligations may be enforceable solely against the Collateral and
          except that such enforcement may be limited by bankruptcy, insolvency,
          reorganization, moratorium, liquidation or other similar laws
          affecting the enforcement of creditors' rights generally, and by
          general principles of equity, including without limitation, concepts
          of materiality, reasonableness, good faith and fair dealing
          (regardless of whether such enforceability is considered in a
          proceeding in equity or at law).

               (vii) The Notes have been duly authenticated and delivered by the
          Indenture Trustee in accordance with the terms of the Indenture.

          (k) Opinion of Counsel for the Owner Trustee. At the Closing Time, the
     Underwriters shall have received the favorable opinion, dated as of the
     Closing Time, of

                                       24



     [_______________], counsel for the Owner Trustee, in form and substance
     satisfactory to counsel for the Underwriters, substantially to the effect
     that:

               (i) [_______________] is duly incorporated and validly existing
          as a [____________] under the laws of [____________] and has the power
          and authority to execute, deliver and perform its obligations under
          the Trust Agreement and to consummate the transactions contemplated
          thereby.

               (ii) The Trust Agreement has been duly authorized, executed and
          delivered by [_______________] and is the legal, valid and binding
          agreement of [_______________], enforceable against [_______________]
          in accordance with its terms, except as the enforcement thereof may be
          subject to or limited by bankruptcy, insolvency, reorganization,
          moratorium, fraudulent conveyance, fraudulent transfer and other
          similar laws relating to or affecting the enforcement of creditor's
          rights generally and to general equitable principles (regardless of
          whether enforcement is considered in a proceeding in equity or at
          law).

               (iii) The Owner Trustee has duly executed and delivered each
          Basic Document to which the Trust is a party on behalf of the Trust in
          accordance with the authorization contained in the Trust Agreement.

               (iv) Neither the execution, delivery and performance by
          [_______________] of the Trust Agreement, nor the consummation of the
          transactions contemplated thereby, nor compliance with the terms
          thereof, will conflict with or result in a breach of, or constitute a
          default under the charter or bylaws of [_______________] or any law,
          rule or regulation of [____________] governing the banking or trust
          powers of [_______________] or, to our knowledge, without independent
          investigation, any judgment or order of [____________] applicable to
          [_______________] or its properties or, to our knowledge, without
          independent investigation, any indenture, mortgage, contract or other
          agreement or instrument to which [_______________] is a party or by
          which it is bound.

               (v) No consent, approval or other authorization of, or
          registration, declaration or filing with, any court or governmental
          agency or commission of [____________] is required by or with respect
          to [_______________] for the (A) valid execution, delivery and
          performance of the Trust Agreement, (B) valid execution and delivery
          by the Owner Trustee on behalf of the Trust of the Basic Documents to
          which the Trust is a party, or (C) validity or enforceability the
          agreements listed in clauses (A) or (B) of this paragraph, other than
          the filing of the Certificate of Trust with the Secretary of State.

               (vi) To our knowledge, without independent investigation, there
          are no pending or threatened actions, suits or proceedings affecting
          [_______________] before any court or other government authority of
          [____________] which, if adversely determined, would materially and
          adversely affect the ability of

                                       25



          [_______________] to carry out the transactions contemplated by the
          Trust Agreement.

          (l) Opinion of Counsel for the Underwriters. At the Closing Time, the
     Underwriters shall have received the favorable opinion, dated as of the
     Closing Time, of Sidley Austin Brown & Wood LLP, counsel for the
     Underwriters, in form and substance satisfactory to the Underwriters. In
     rendering such opinion, such counsel may rely, as to all matters governed
     by the laws of jurisdictions other than the law of the State of New York
     and the federal law of the United States, upon the opinions of counsel
     reasonably satisfactory to the Underwriters.

          (m) Reliance Letters. At the Closing Time, counsel to CarMax and the
     Depositor shall provide reliance letters to the Underwriters relating to
     each legal opinion relating to the transaction contemplated hereby rendered
     to either Trustee or either Rating Agency.

          (n) Maintenance of Rating. At the Closing Time, the Class A-1 Notes
     shall be rated by each Rating Agency in its highest short-term rating
     category and the Class A-2, Class A-3 and Class A-4 Notes shall be rated in
     the highest rating category by each Rating Agency, the Class B Notes shall
     be rated "Aa3" and "A" by Moody's and Standard & Poor's, respectively, and
     the Class C Notes shall be rated "Baa3" and BBB" by Moody's and Standard &
     Poor's, respectively, and the Depositor shall have delivered to the
     Underwriters a letter dated the Closing Time from each Rating Agency, or
     other evidence satisfactory to the Underwriters, confirming that the Notes
     have such ratings; and since the date of this Agreement, there shall not
     have occurred a downgrading in the rating assigned to the Notes or any
     other securities of CarMax or any of its Affiliates by any "nationally
     recognized statistical rating organization", as that term is defined by the
     Commission for purposes of Rule 436(g)(2) under the Securities Act, and no
     such rating agency shall have publicly announced that it has under
     surveillance or review, with possible negative implications, its rating of
     the Notes or any other securities of CarMax or any of its Affiliates.

          (o) Additional Rating Agency Requirements. The Depositor will, to the
     extent, if any, that the ratings provided with respect to the Notes by
     either Rating Agency are conditioned upon the furnishing or the taking of
     any other actions by the Depositor, furnish such documents and take all
     such other actions.

          (p) Additional Documents. At the Closing Time, counsel for the
     Underwriters shall have been furnished with such documents and opinions as
     it may reasonably require for the purpose of enabling it to pass upon the
     issuance of the Securities and the sale of the Notes as herein
     contemplated, or in order to evidence the accuracy of any of the
     representations or warranties or the fulfillment of any of the conditions
     herein contained; and all proceedings taken by the Depositor in connection
     with the foregoing shall be satisfactory in form and substance to counsel
     for the Underwriters.

          (q) Termination of Agreement. If any condition specified in this
     Section shall not have been fulfilled when and as required to be fulfilled,
     this Agreement may be

                                       26



     terminated by the Underwriters by notice to the Depositor at any time at or
     prior to the Closing Time, and such termination shall be without liability
     of any party to any other party except as provided in Section 4 and except
     that Sections 1, 6, 7 and 8 shall survive any such termination and remain
     in full force and effect.

     Section 6. Indemnification.

     (a) Indemnification of Underwriters. CarMax and the Depositor agree jointly
and severally to indemnify and hold harmless the Underwriters and each person,
if any, who controls any Underwriter within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act as follows:

          (i) against any and all loss, liability, claim, damage and expense
     whatsoever, as incurred, arising out of any untrue statement or alleged
     untrue statement of a material fact contained in the Registration Statement
     (or any amendment thereto), or the omission or alleged omission therefrom
     of a material fact required to be stated therein or necessary to make the
     statements therein not misleading or arising out of any untrue statement or
     alleged untrue statement of a material fact included in each Collateral
     Term Sheet (if any), each Structural Term Sheet (if any), all Computational
     Materials (if any), any Preliminary Prospectus or the Prospectus (or any
     amendment or supplement thereto), or the omission or alleged omission
     therefrom of a material fact necessary in order to make the statements
     therein, in the light of the circumstances under which they were made, not
     misleading;

          (ii) against any and all loss, liability, claim, damage and expense
     whatsoever, as incurred, to the extent of the aggregate amount paid in
     settlement of any litigation, or any investigation or proceeding by any
     governmental agency or body, commenced or threatened, or of any claim
     whatsoever, based upon any such untrue statement or omission, or any such
     alleged untrue statement or omission; provided that (subject to Section
     6(d)) any such settlement is effected with the written consent of the
     Depositor; and

          (iii) against any and all expense whatsoever, as incurred (including
     the fees and disbursements of counsel chosen by the Underwriters),
     reasonably incurred in investigating, preparing or defending against any
     litigation, or any investigation or proceeding by any governmental agency
     or body, commenced or threatened, or any claim whatsoever, based upon any
     such untrue statement or omission, or any such alleged untrue statement or
     omission, to the extent that any such expense is not paid under clause (i)
     or (ii) above;

     provided, however, that this indemnity agreement shall not apply to any
     loss, liability, claim, damage or expense to the extent arising out of any
     untrue statement or omission or alleged untrue statement or omission made
     in reliance upon and in conformity with written information furnished to
     the Depositor by the Underwriters expressly for use in the Registration
     Statement (or any amendment thereto), each Collateral Term Sheet (if any),
     each Structural Term Sheet (if any), all Computational Materials (if any),
     any preliminary prospectus or the Prospectus (or any amendment or
     supplement thereto), it

                                       27



     being understood and agreed that the only such information furnished by the
     Underwriters consists of the following information under the caption
     "Underwriting" in each of the Prospectus and Prospectus Supplement, and in
     the Prospectus Supplement the (i) concession and reallowance figures
     appearing in the second table and (ii) information regarding discretionary
     sales contained in the second, third and         paragraphs.
                                              -------

     The terms "Collateral Term Sheet" and "Structural Term Sheet" shall have
the respective meanings assigned to them in the February 13, 1995 letter of
Cleary, Gottlieb, Steen & Hamilton on behalf of the Public Securities
Association (which letter, and the Commission's response thereto, were publicly
available February 17, 1995). The term "Collateral Term Sheet" as used herein
includes any subsequent Collateral Term Sheet that reflects a substantive change
in the information presented. The term "Computational Materials" has the meaning
assigned to it in the May 17, 1994 letter of Brown & Wood on behalf of Kidder,
Peabody & Co., Inc. (which letter, and the Commission's response thereto, were
publicly available May 20, 1994).

     (b) Indemnification of CarMax and the Depositor. The Underwriters agree
severally but not jointly to indemnify and hold harmless CarMax and the
Depositor and each person, if any, who controls CarMax and the Depositor within
the meaning of Section 15 of the Securities Act or Section 20 of the Exchange
Act against any and all loss, liability, claim, damage and expense described in
the indemnity contained in Section 6(a), as incurred, but only with respect to
untrue statements or omissions, or alleged untrue statements or omissions, of
material facts made in the Prospectus (or any amendment thereto), each
Collateral Term Sheet (if any), each Structural Term Sheet (if any), all
Computational Materials (if any), any Preliminary Prospectus or the Registration
Statement (or any amendment or supplement thereto) in reliance upon and in
conformity with written information furnished to CarMax and the Depositor by the
Underwriters expressly for use in the Registration Statement (or any amendment
thereto), each Collateral Term Sheet (if any), each Structural Term Sheet (if
any), all Computational Materials (if any), any Preliminary Prospectus or the
Prospectus (or any amendment or supplement thereto).

     (c) Actions Against Parties; Notification. Each indemnified party shall
give notice as promptly as reasonably practicable to each indemnifying party of
any action commenced against it in respect of which indemnity may be sought
hereunder, but failure to so notify an indemnifying party shall not relieve such
indemnifying party from any liability hereunder to the extent it is not
materially prejudiced as a result thereof and in any event shall not relieve it
from any liability which it may have otherwise than on account of this indemnity
agreement. In the case of parties indemnified pursuant to Section 6(a), counsel
to the indemnified parties shall be selected by the Underwriters, and, in the
case of parties indemnified pursuant to Section 6(b), counsel to the indemnified
parties shall be selected by CarMax or the Depositor. An indemnifying party may
participate at its own expense in the defense of any such action; provided,
however, that counsel to the indemnifying party shall not (except with the
consent of the indemnified party) also be counsel to the indemnified party. In
no event shall the indemnifying parties be liable for fees and expenses of more
than one counsel (in addition to any local counsel) separate from their own
counsel for all indemnified parties in connection with any one action or
separate but similar or related actions in the same jurisdiction arising out of
the same general allegations or circumstances. No indemnifying party shall,
without the prior written consent of the indemnified parties, settle or
compromise or consent to the entry of any judgment with respect to any
litigation, or any investigation or proceeding by any governmental

                                       28



agency or body, commenced or threatened, or any claim whatsoever in respect of
which indemnification or contribution could be sought under this Section or
Section 7 (whether or not the indemnified parties are actual or potential
parties thereto), unless such settlement, compromise or consent (i) includes an
unconditional release of each indemnified party from all liability arising out
of such litigation, investigation, proceeding or claim and (ii) does not include
a statement as to or an admission of fault, culpability or a failure to act by
or on behalf of any indemnified party.

     (d) Settlement Without Consent if Failure to Reimburse. If at any time an
indemnified party shall have requested an indemnifying party to reimburse the
indemnified party for fees and expenses of counsel, such indemnifying party
agrees that it shall be liable for any settlement of the nature contemplated by
Section 6(a)(ii) effected without its written consent if (i) such settlement is
entered into more than 45 days after receipt by such indemnifying party of the
aforesaid request, (ii) such indemnifying party shall have received notice of
the terms of such settlement at least 30 days prior to such settlement being
entered into and (iii) such indemnifying party shall not have reimbursed such
indemnified party in accordance with such request prior to the date of such
settlement.

     Section 7. Contribution. If the indemnification provided for in Section 6
is for any reason unavailable to or insufficient to hold harmless an indemnified
party in respect of any losses, liabilities, claims, damages or expenses
referred to therein, then each indemnifying party shall contribute to the
aggregate amount of such losses, liabilities, claims, damages and expenses
incurred by such indemnified party, as incurred, (i) in such proportion as is
appropriate to reflect the relative benefits received by CarMax and the
Depositor on the one hand and the Underwriters on the other hand from the
offering of the Notes pursuant to this Agreement or (ii) if the allocation
provided by clause (i) is not permitted by applicable law, in such proportion as
is appropriate to reflect not only the relative benefits referred to in clause
(i) above but also the relative fault of CarMax and the Depositor on the one
hand and of the Underwriters on the other hand in connection with the statements
or omissions which resulted in such losses, liabilities, claims, damages or
expenses, as well as any other relevant equitable considerations.

     The relative benefits received by CarMax and the Depositor on the one hand
and the Underwriters on the other hand in connection with the offering of the
Notes pursuant to this Agreement shall be deemed to be in the same respective
proportions as the total net proceeds from the offering of the Notes pursuant to
this Agreement (before deducting expenses) received by CarMax and the Depositor
and the total underwriting discounts and commissions received by the
Underwriters, bear to the aggregate initial offering prices of the Notes. The
relative fault of CarMax and the Depositor on the one hand and the Underwriters
on the other hand shall be determined by reference to, among other things,
whether any such untrue or alleged untrue statement of a material fact or
omission or alleged omission to state a material fact relates to information
supplied by CarMax and the Depositor or by the Underwriters and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission.

     CarMax, the Depositor and the Underwriters each agree that it would not be
just and equitable if contribution pursuant to this Section were determined by
pro rata allocation or by any other method of allocation which does not take
account of the equitable considerations

                                       29



referred to above in this Section. The aggregate amount of losses, liabilities,
claims, damages and expenses incurred by an indemnified party and referred to
above in this Section shall be deemed to include any legal or other expenses
reasonably incurred by such indemnified party in investigating, preparing or
defending against any litigation, or any investigation or proceeding by any
governmental agency or body, commenced or threatened, or any claim whatsoever,
based upon any such untrue or alleged untrue statement or omission or alleged
omission.

     Notwithstanding the provisions of this Section, no Underwriter shall be
required to contribute any amount in excess of the amount by which the total
underwriting discounts and commissions received by such Underwriter in respect
of the Notes underwritten by it and distributed to the public exceeds the amount
of any damages which such Underwriter has otherwise been required to pay by
reason of any such untrue or alleged untrue statement or omission or alleged
omission.

     No person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Securities Act) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation.

     For purposes of this Section, each person, if any, who controls an
Underwriter within the meaning of Section 15 of the Securities Act or Section 20
of the Exchange Act shall have the same rights to contribution as such
Underwriter, and each person, if any, who controls CarMax or the Depositor
within the meaning of Section 15 of the Securities Act or Section 20 of the
Exchange Act shall have the same rights to contribution as CarMax and the
Depositor. The Underwriters' respective obligations to contribute pursuant to
this Section are several in proportion to the principal amount of Notes set
forth opposite their respective names in Schedule A and not joint.

     Section 8. Representations, Warranties and Agreements to Survive Delivery.
All representations, warranties and agreements contained in this Agreement or in
certificates of officers of CarMax and the Depositor and their Affiliates
submitted pursuant hereto shall remain operative and in full force and effect,
regardless of any investigation made by or on behalf of the Underwriters or any
controlling person, or by or on behalf of CarMax and the Depositor and their
Affiliates, and shall survive delivery of the Notes to the Underwriters.

     Section 9. Termination of Agreement.

     (a) Termination; General. The Underwriters may terminate this Agreement, by
notice to the Depositor, at any time at or prior to the Closing Time (i) if
there has been, since the time of execution of this Agreement or since the
respective dates as of which information is given in the Prospectus, any
material adverse change in the condition, financial or otherwise, or in the
earnings, business affairs or business prospects of CarMax or the Depositor,
whether or not arising in the ordinary course of business, (ii) if there has
occurred any material adverse change in the financial markets in the United
States, any outbreak of hostilities or escalation thereof or other calamity or
crisis or any change or development involving a prospective change in national
or international political, financial or economic conditions, in each case the
effect of which is such as to make it, in the judgment of the Representative,
impracticable or inadvisable to market the Notes or to enforce contracts for the
sale of the Notes, (iii) if trading in any securities of CarMax, the

                                       30



Depositor or any of their Affiliates has been suspended or materially limited by
the Commission or if trading generally on the American Stock Exchange, the New
York Stock Exchange or in the Nasdaq National Market has been suspended or
materially limited, or minimum or maximum prices for trading have been fixed, or
maximum ranges for prices have been required, by any of said exchanges or by
such system or by order of the Commission, the National Association of
Securities Dealers, Inc. or any other governmental authority, (iv) a material
disruption has occurred in commercial banking or securities settlement or
clearing services in the United States or (v) if a banking moratorium has been
declared by either federal, Virginia,          or New York authorities.
                                      --------

     (b) Liabilities. If this Agreement is terminated pursuant to this Section,
such termination shall be without liability of any party to any other party
except as provided in Section 4, and provided further that Sections 1, 6, 7, 8
and 10 shall survive such termination and remain in full force and effect.

     Section 10. Default by One or More of the Underwriters. If one or more of
the Underwriters shall fail at the Closing Time to purchase the Notes which it
or they are obligated to purchase (the "Defaulted Notes"), then the
Representative shall have the right, within 24 hours thereafter, to make
arrangements for one or more of the non-defaulting Underwriters, or any other
underwriters, to purchase all, but not less than all, of the Defaulted Notes in
such amounts as may be agreed upon and upon the terms herein set forth; if,
however, the Representative shall not have completed such arrangements within
such 24-hour period, then:

          (a) if the aggregate principal amount of Defaulted Notes does not
     exceed 10% of the aggregate principal amount of Notes to be purchased on
     such date, the non-defaulting Underwriters shall be obligated, severally
     and not jointly, to purchase the full amount thereof in the proportions
     that their respective underwriting obligations in Schedule A bear to the
     underwriting obligations of all non-defaulting Underwriters, or

          (b) if the aggregate principal amount of Defaulted Notes exceeds 10%
     of the aggregate principal amount of Notes to be purchased on such date,
     this Agreement shall terminate without liability on the part of any
     non-defaulting Underwriter.

     No action taken pursuant to this Section shall relieve any defaulting
Underwriter from liability in respect of its default.

     In the event of any such default which does not result in a termination of
this Agreement either the Representative or the Depositor shall have the right
to postpone the Closing Time for a period not exceeding seven days in order to
effect any required changes in the Registration Statement or the Prospectus or
in any other documents or arrangements.

     Section 11. Notices. All notices and other communications hereunder shall
be in writing and shall be deemed to have been duly given if mailed or
transmitted by any standard form of telecommunication. Notices to the
Underwriters shall be directed to the Representative at [____________________],
attention of [____________]; notices to CarMax or the Depositor, respectively,
shall be directed to it at 4900 Cox Road, Glen Allen, Virginia 23060, attention
of General Counsel.

                                       31



     Section 12. Parties. This Agreement shall inure to the benefit of and be
binding upon each of the Underwriters, CarMax, the Depositor and their
respective successors. Nothing expressed or mentioned in this Agreement is
intended or shall be construed to give any person, firm or corporation, other
than the Underwriters, CarMax, the Depositor and their respective successors and
the controlling persons, directors and officers referred to in Sections 6 and 7
and their heirs and legal representatives any legal or equitable right, remedy
or claim under or in respect of this Agreement or any provision herein
contained. This Agreement and all conditions and provisions hereof are intended
to be for the sole and exclusive benefit of the Underwriters, CarMax, the
Depositor and their respective successors, and the controlling persons,
directors and officers referred to in Sections 6 and 7 and their heirs and legal
representatives and for the benefit of no other person, firm or corporation. No
purchaser of Notes from any Underwriter shall be deemed to be a successor by
reason merely of such purchase.

     Section 13. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York without regard to
its conflicts of law provisions (other than Section 5-1401 of the General
Obligations Law), and the obligations, rights and remedies of the parties under
this Agreement shall be determined in accordance with such laws.

     Section 14. Effect of Headings. The Section headings herein are for
convenience only and shall not effect the construction hereof.

                                       32



     If the foregoing is in accordance with your understanding of our agreement,
please sign and return to the Representative a counterpart hereof, whereupon it
will become a binding agreement among CarMax, the Depositor and the several
Underwriters in accordance with its terms.

                                              CARMAX AUTO FUNDING LLC,
                                                as Depositor


                                              By:
                                                  ------------------------------
                                                  Name:
                                                  Title:


                                              CARMAX AUTO SUPERSTORES, INC.


                                              By:
                                                  ------------------------------
                                                  Name:
                                                  Title:

CONFIRMED AND ACCEPTED,
   as of the date first above written:

[_______________],
     as Representative of the Underwriters
     named in Schedule A hereto


By:
    -------------------------
    Name:
    Title:

                                                          Underwriting Agreement



                                   SCHEDULE A



                               Amount of   Amount of   Amount of   Amount of   Amount of
                               Class A-1   Class A-2   Class A-3   Class A-4    Class B
Underwriter                      Notes       Notes       Notes       Notes       Notes
- -----------                    ---------   ---------   ---------   ---------   ---------
                                                                    
[__________]................       $           $           $           $           $

Total.......................       $           $           $           $           $
                                   ==          ==          ==          ==          ==


                               Amount of
                                Class C
Underwriter                      Notes
- -----------                    ---------
[__________]................
                                   $
Total.......................
                                   $
                                   ==

                                      S-A-1

EX-1.2

       Exhibit 1.2 - Form of Underwriting Agreement for Insured Offerings

                               $[_______________]

                        CARMAX AUTO OWNER TRUST [__]-[__]

             $[_______________] [____]% Class A-1 Asset Backed Notes
             $[_______________] [____]% Class A-2 Asset Backed Notes
             $[_______________] [____]% Class A-3 Asset Backed Notes
             $[_______________] [____]% Class A-4 Asset Backed Notes
              $[_______________] [____]% Asset Backed Certificates

                             CARMAX AUTO FUNDING LLC
                                    Depositor

                          CARMAX AUTO SUPERSTORES, INC.
                                    Servicer

                             UNDERWRITING AGREEMENT

                                                            [____________], 2003

[_______________]
   as Representative of the
   several Underwriters
[_______________]
[_______________]
[_______________]

Dear Sirs:

     CarMax Auto Funding LLC, a Delaware limited liability company (the
"Depositor"), hereby confirms its agreement with [_______________]
("[_______________]") and each of the other underwriters named in Schedule A
hereto (collectively, the "Underwriters", which term shall also include any
underwriter substituted as hereinafter provided in Section 10), for whom
[_______________] is acting as representative (in such capacity, the
"Representative"), with respect to the sale by the Depositor and the purchase by
the Underwriters, acting severally and not jointly, of the respective principal
amounts set forth in Schedule A of $[_______________] aggregate principal amount
of [____]% Class A-1 Asset Backed Notes (the "Class A-1 Notes"),
$[_______________] aggregate principal amount of [____]% Class A-2 Asset Backed
Notes (the "Class A-2 Notes"), $[_______________] aggregate principal amount of
[____]% Class A-3 Asset Backed Notes (the "Class A-3 Notes"), $[_______________]
aggregate principal amount of [____]% Class A-4 Asset Backed Notes (the "Class
A-4 Notes" and together with the Class A-1 Notes, the Class A-2 Notes and the
Class A-3 Notes, the "Notes") and $[_______________] aggregate principal amount
of [____]% Class B Asset Backed Certificates (the "Certificates" and, together
with the Notes, the "Securities") of the CarMax Auto Owner Trust [__]-[__] (the
"Trust") under the terms and conditions contained herein.

     The Notes will be issued pursuant to an indenture, dated as of
[____________], 2003 (the "Indenture"), between the Trust and [_______________],
as trustee (the "Indenture Trustee").



The Trust will be created and the Certificates will be issued pursuant to an
amended and restated trust agreement, dated as of [____________], 2003 (the
"Trust Agreement"), between the Depositor and [_______________], as trustee (the
"Owner Trustee"). Each Note will represent an obligation of the Trust, each
Certificate will represent an undivided beneficial interest in the Trust and the
Certificates will be subordinated to the Notes to the extent described in the
Indenture and the Trust Agreement. [_______________] (the "Insurer") will issue
a financial guaranty insurance policy for the benefit of the holders of the
Securities (the "Policy").

     The assets of the Trust will include, among other things, (i) a pool of
motor vehicle retail installment sale contracts (the "Receivables") secured by
the new and used motor vehicles financed thereby (the "Financed Vehicles"), (ii)
certain monies payable under the Receivables after [____________], (iii)
security interests in the Financed Vehicles, (iv) the Policy; (v) amounts on
deposit in certain accounts, (vi) certain rights under a receivables purchase
agreement, dated as of [____________], 2003 (the "Receivables Purchase
Agreement"), between CarMax Auto Superstores, Inc. ("CarMax") and the Depositor,
pursuant to which CarMax will sell the Receivables to the Depositor, (vii)
certain rights under a sale and servicing agreement, dated as of [____________],
2003 (the "Sale and Servicing Agreement"), among the Trust, the Depositor and
CarMax, as servicer (the "Servicer"), pursuant to which the Receivables and
other property of the Trust will be sold to the Trust and the Receivables will
be serviced by the Servicer and (viii) all proceeds of the foregoing. Pursuant
to the Indenture, the Trust property will be held by the Indenture Trustee on
behalf of the holders of the Notes. Pursuant to an administration agreement,
dated as of [____________], 2003 (the "Administration Agreement"), among CarMax,
as administrator (the "Administrator"), the Trust and the Indenture Trustee, the
Administrator will perform certain administrative obligations of the Trust under
the Indenture. Capitalized terms used herein that are not otherwise defined
shall have the meanings ascribed thereto in the Indenture or the Sale and
Servicing Agreement, as the case may be.

     The Indenture, the Trust Agreement, the Administration Agreement, the Sale
and Servicing Agreement and the Receivables Purchase Agreement, an insurance and
reimbursement agreement, dated as of [____________], 2003 (the "Insurance
Agreement"), among the Insurer, the Depositor, CarMax and the Servicer, and an
indemnification agreement, dated [____________], 2003 (the "Indemnification
Agreement"), among the Insurer, the CarMax, the Depositor, [_______________] and
the Underwriters are referred to herein collectively as the "Basic Documents".

     The Depositor has prepared and filed with the Securities and Exchange
Commission (the "Commission"), a registration statement on Form S-3 (File No.
333-107925), including a preliminary base prospectus and a form of preliminary
prospectus supplement relating to the offering of asset backed notes and asset
backed certificates, issued in series from time to time in accordance with Rule
415 under the Securities Act of 1933, as amended (the "Securities Act"). Such
registration statement has been declared effective by the Commission. If any
post-effective amendment has been filed with respect thereto, prior to the
execution and delivery of this Agreement, the most recent such amendment has
been declared effective by the Commission. The Depositor will file a final base
prospectus and a final prospectus supplement relating to the Securities in
accordance with Rules 415 and 424(b)(2) or (5) under the Securities Act. The
Depositor has included in such registration statement, as amended at the
Effective Date (as hereinafter defined), all information required by the
Securities Act and the rules and regulations

                                       2



of the Commission under the Securities Act (the "Securities Act Regulations") to
be included in the prospectus with respect to the offering of the Securities. As
filed, the final prospectus and the final prospectus supplement shall include
all required information with respect to the offering of the Securities and
shall be in all substantive respects in the form furnished to the Representative
prior to the Execution Time (as hereinafter defined) or, to the extent not
completed at the Execution Time, shall contain only such specific additional
information and other changes (beyond those contained in the latest preliminary
base prospectus and preliminary prospectus supplement, if any, that have been
previously been furnished to the Representative) as the Depositor has advised
the Representative, prior to the Execution Time, will be included or made
therein.

     As used herein, "Execution Time" means the date and time this Agreement is
executed and delivered to the parties hereto and "Effective Date" means the date
and time as of which such registration statement, or the most recent
post-effective amendment thereto (if any) filed prior to the execution and
delivery of this Agreement, was declared effective by the Commission. Such
registration statement, as amended as of the Effective Date, including the
exhibits thereto and any material incorporated by reference therein pursuant to
the Securities Act and the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), is referred to as the "Registration Statement". "Base
Prospectus" means the base prospectus included in the Registration Statement, as
amended at the time of the filing of the Prospectus. "Preliminary Prospectus"
means any preliminary prospectus supplement to the Base Prospectus and the Base
Prospectus which describes the offering of the Securities and is used prior to
the filing of the Prospectus. "Prospectus" means the supplement to the Base
Prospectus that is first filed after the Execution Time pursuant to Rule 424(b),
together with the Base Prospectus, as amended at the time of such filing;
provided, however, that a supplement to the Base Prospectus shall be deemed to
have supplemented the Base Prospectus only with respect to the offering of the
series of securities to which it relates. "Prospectus Supplement" means the
supplement to the Base Prospectus included in the Prospectus.

     To the extent that the Depositor has prepared (i) Collateral Term Sheets
(as defined in Section 6) that the Underwriters, the Depositor or CarMax have
provided to a prospective investor, the Depositor shall file with the Commission
such Collateral Term Sheets as an exhibit to a report on Form 8-K within two
business days of its receipt thereof or (ii) Structural Term Sheets or
Computational Materials (each as defined in Section 6), the Depositor shall file
with the Commission a report on Form 8-K containing such Structural Term Sheet
and Computational Materials, as soon as reasonably practicable after the date of
this Agreement, but in any event, not later than the date on which the
Prospectus is made available to the Representative in final form.

     All references in this Agreement to financial statements and schedules and
other information which is "contained", "included" or "stated" in the
Registration Statement, the Base Prospectus, any Preliminary Prospectus or the
Prospectus (and all other references of like import) shall be deemed to mean and
include all such financial statements and schedules and other information which
are or are deemed to be incorporated by reference in the Registration Statement,
any Preliminary Prospectus or the Prospectus, as the case may be. All references
in this Agreement to the terms "amend", "amendments" or "supplements" with
respect to the Registration Statement, the Base Prospectus, any Preliminary
Prospectus or the Prospectus shall

                                       3



be deemed to mean and include the filing of any documents under the Exchange Act
after the Effective Date of the Registration Statement or the issue date of the
Base Prospectus, any Preliminary Prospectus or the Prospectus, as the case may
be, which are or are deemed to be incorporated by reference therein. For
purposes of this Agreement, all references to the Registration Statement, any
Preliminary Prospectus, the Prospectus or any amendment or supplement to any of
the foregoing shall be deemed to include the copy filed with the Commission
pursuant to its Electronic Data Gathering, Analysis and Retrieval system
("EDGAR").

     Section 1. Representations and Warranties.

     (a) Representations and Warranties by the Depositor. The Depositor
represents and warrants to the Underwriters as of the date hereof and as of the
Closing Time referred to in Section 2(b) and agrees with the Underwriters as
follows:

          (i) Compliance with Registration Requirements. The Depositor meets the
     requirements for use of Form S-3 under the Securities Act. If the
     Registration Statement contains the undertaking specified by Regulation S-K
     Item 512(a), the Registration Statement, at the Execution Time, meets the
     requirements set forth in Rule 415(a)(1)(x). The Registration Statement has
     become effective under the Securities Act and no stop order suspending the
     effectiveness of the Registration Statement has been issued under the
     Securities Act and no proceedings for that purpose have been instituted or
     are pending or, to the knowledge of the Depositor, are contemplated by the
     Commission, and any request on the part of the Commission for additional
     information has been complied with. The Indenture has been duly qualified
     under the Trust Indenture Act of 1939, as amended (the "Trust Indenture
     Act").

          At the respective times that the Registration Statement and any
     post-effective amendments thereto became effective and at Closing Time, the
     Registration Statement and any amendments thereto complied and will comply
     in all material respects with the requirements of the Securities Act, the
     Securities Act Regulations, the Trust Indenture Act and the rules and
     regulations of the Commission under the Trust Indenture Act (the "Trust
     Indenture Act Regulations") and did not and will not contain an untrue
     statement of a material fact or omit to state a material fact required to
     be stated therein or necessary to make the statements therein not
     misleading. Neither the Prospectus nor any amendment or supplement thereto,
     at the time the Prospectus or any such amendment or supplement was issued
     and at the Closing Time, included or will include an untrue statement of a
     material fact or omitted or will omit to state a material fact necessary in
     order to make the statements therein, in the light of the circumstances
     under which they were made, not misleading. Notwithstanding the foregoing,
     the representations and warranties in this subsection shall not apply to
     statements in or omissions from the Registration Statement or the
     Prospectus made in reliance upon and in conformity with information
     furnished to the Depositor in writing by any Underwriter through the
     Representative expressly for use in the Registration Statement or the
     Prospectus.

          Any Preliminary Prospectus and the prospectus filed as part of the
     Registration Statement as originally filed or as part of any amendment
     thereto, or filed pursuant to

                                       4



     Rule 424 of the Securities Act Regulations, complied when so filed in all
     material respects with the Securities Act Regulations and any Preliminary
     Prospectus and the Prospectus delivered to the Underwriters for use in
     connection with the offering of the Securities will, at the time of such
     delivery, be identical to any electronically transmitted copies thereof
     filed with the Commission pursuant to EDGAR, except to the extent permitted
     by Regulation S-T.

          (ii) Incorporated Documents. The documents incorporated or deemed to
     be incorporated by reference in the Registration Statement and the
     Prospectus, at the time they were or hereafter are filed with the
     Commission, complied and will comply in all material respects with the
     requirements of the Exchange Act and the rules and regulations of the
     Commission thereunder (the "Exchange Act Regulations") and, when read
     together with the other information in the Prospectus, at the time the
     Registration Statement became effective, at the date of the Prospectus and
     at the Closing Time, did not and will not include an untrue statement of a
     material fact or omit to state a material fact necessary in order to make
     the statements therein, in the light of the circumstances under which they
     were made, not misleading.

          (iii) No Material Adverse Change. Since the respective dates as of
     which information is given in the Registration Statement and the
     Prospectus, except as otherwise set forth therein, (A) there has been no
     material adverse change in the condition, financial or otherwise, or in the
     earnings, business affairs or business prospects of the Depositor, whether
     or not arising in the ordinary course of business, or in the ability of the
     Depositor to perform its obligations under this Agreement and each Basic
     Document to which it is a party (a "Material Adverse Effect") and (B) there
     have been no transactions entered into by the Depositor, other than those
     in the ordinary course of business, which are material with respect to it.

          (iv) Due Organization of the Depositor. The Depositor has been duly
     formed and is validly existing as a limited liability company under the
     laws of the State of Delaware, and all filings required at the date hereof
     under the Delaware Limited Liability Company Act (6 Del. C.(S)18-101, et
     seq.) (the "LLC Act") with respect to the due formation and valid existence
     of the Depositor as a limited liability company have been made; the
     Depositor has all requisite power and authority to own, lease and operate
     its properties and to conduct its business as described in the Registration
     Statement and the Prospectus and to enter into and to perform its
     obligations under this Agreement and each Basic Document to which it is a
     party (collectively, the "Depositor Agreements") and the Securities; and
     the Depositor is duly qualified or registered as a foreign limited
     liability company to transact business and is in good standing in each
     jurisdiction in which such qualification or registration is required,
     whether by reason of the ownership of property or the conduct of business,
     except where the failure to so qualify or register or to be in good
     standing would not result in a Material Adverse Effect.

          (v) Authorization of Agreement. This Agreement has been duly
     authorized, executed and delivered by the Depositor.

                                       5



          (vi) Authorization of Basic Documents. As of the Closing Time, each of
     the Basic Documents to which the Depositor is a party has been duly
     authorized, executed and delivered by the Depositor, and, assuming the due
     authorization, execution and delivery thereof by the other parties thereto,
     will constitute a valid and binding agreement of the Depositor, enforceable
     against it in accordance with its terms, except as the enforcement thereof
     may be limited by bankruptcy, insolvency, reorganization, moratorium or
     similar laws affecting enforcement of creditors' rights generally and
     except as enforcement thereof is subject to general principles of equity
     (regardless of whether enforcement is considered in a proceeding in equity
     or at law).

          (vii) Issuance of the Notes. The Notes have been duly authorized and,
     at the Closing Time, will have been duly executed and, when authenticated,
     issued and delivered in the manner provided for in the Indenture and
     delivered against payment of the purchase price therefor as provided in
     this Agreement, will constitute valid and binding obligations of the Trust,
     enforceable against the Trust in accordance with their terms, except as the
     enforcement thereof may be limited by bankruptcy, insolvency,
     reorganization, moratorium or similar laws affecting enforcement of
     creditors' rights generally and except as enforcement thereof is subject to
     general principles of equity (regardless of whether enforcement is
     considered in a proceeding in equity or at law), and will be in the form
     contemplated by, and entitled to the benefits of, the Indenture.

          (viii) Issuance of the Certificates. The Certificates have been duly
     authorized and, at the Closing Time, will have been duly executed and, when
     authenticated, issued and delivered in the manner provided for in the Trust
     Agreement, will be validly issued and outstanding and will be in the form
     contemplated by, and entitled to the benefits of, the Trust Agreement.

          (ix) Description of the Securities, the Policy and Basic Documents.
     The Securities, the Policy and the Basic Documents conform in all material
     respects to the descriptions thereof and the statements relating thereto
     contained in the Registration Statement and the Prospectus.

          (x) Absence of Defaults and Conflicts. The Depositor is not in
     violation of its limited liability company agreement or in default in the
     performance or observance of any obligation, agreement, covenant or
     condition contained in any contract, indenture, mortgage, deed of trust,
     loan or credit agreement, note, lease or other agreement or instrument to
     which it is a party or by which it may be bound, or to which any of its
     properties or assets is subject (collectively, "Agreements and
     Instruments"), except for defaults that would not result in a Material
     Adverse Effect; and the execution, delivery and performance by the
     Depositor of the Depositor Agreements and the Securities, the consummation
     of the transactions contemplated herein and therein, in the Registration
     Statement or in the Prospectus and compliance by it with its obligations
     hereunder and thereunder have been duly and validly authorized by all
     necessary action and do not and will not, whether with or without the
     giving of notice or passage of time or both, conflict with or constitute a
     breach of, a default or Repayment Event (as defined below) under, or result
     in the creation or imposition of any lien, mortgage, pledge, charge,
     encumbrance, adverse claim or other security interest (collectively,
     "Liens") upon any of its property or

                                       6



     assets pursuant to the Agreements and Instruments except for Liens
     permitted by the Basic Documents and conflicts, breaches or defaults that,
     individually or in the aggregate, will not result in a Material Adverse
     Effect, nor will such action result in any violation of the provisions of
     its limited liability company agreement or any applicable law, statute,
     rule, regulation, judgment, order, writ or decree of any government,
     government instrumentality or court, domestic or foreign, having
     jurisdiction over the Depositor or any of its assets, properties or
     operations. As used herein, a "Repayment Event" means any event or
     condition which gives the holder of any note, debenture or other evidence
     of indebtedness (or any person acting on such holder's behalf) the right to
     require the repurchase, redemption or repayment of all or a portion of such
     indebtedness by the Depositor.

          (xi) Absence of Proceedings. There is no action, suit, proceeding,
     inquiry or investigation before or brought by any court or governmental
     agency or body, domestic or foreign, now pending or, to the knowledge of
     the Depositor, threatened, against or affecting the Depositor which is
     required to be disclosed in the Registration Statement and the Prospectus
     (other than as stated therein or stated in a document incorporated by
     reference therein), or which might reasonably be expected to result in a
     Material Adverse Effect, or which might reasonably be expected to
     materially and adversely affect its properties or assets; the aggregate of
     all pending legal or governmental proceedings to which the Depositor is a
     party or of which any of its properties or assets is the subject which are
     not described in the Registration Statement and the Prospectus, including
     ordinary routine litigation incidental to the business, could not
     reasonably be expected to result in a Material Adverse Effect.

          (xii) Accuracy of Exhibits. There are no contracts or documents which
     are required to be described in the Registration Statement, the Prospectus
     or the documents incorporated by reference therein which have not been so
     described and filed as required.

          (xiii) Absence of Further Requirements. No filing with, or
     authorization, approval, consent, license, order, registration,
     qualification or decree of, any court, governmental authority or agency or
     any other person is necessary in connection with (A) the issuance of the
     Securities or the offering and sale of the Securities, (B) the execution,
     delivery and performance by the Depositor of the Depositor Agreements or
     (C) the consummation by the Depositor of the transactions contemplated
     hereby or thereby, except such as have been obtained and are in full force
     and effect as of the Closing Time.

          (xiv) Possession of Licenses and Permits. The Depositor possesses or,
     as of the Closing Time, has applied, for such permits, licenses, approvals,
     consents and other authorizations (collectively, "Governmental Licenses")
     issued by the appropriate federal, state, local or foreign regulatory
     agencies or bodies necessary to conduct the business now operated by it;
     the Depositor is in compliance with the terms and conditions of all such
     Governmental Licenses, except where the failure so to comply would not,
     singly or in the aggregate, have a Material Adverse Effect; except for
     Governmental Licenses that have been applied for as of the Closing Time,
     all of the Governmental Licenses are valid and in full force and effect,
     except when the invalidity of such Governmental Licenses or

                                       7



     the failure of such Governmental Licenses to be in full force and effect
     would not have a Material Adverse Effect or would render a material portion
     of the Receivables unenforceable; and the Depositor has not received any
     notice of proceedings relating to the revocation or modification of any
     such Governmental Licenses which, singly or in the aggregate, if the
     subject of an unfavorable decision, ruling or finding, would result in a
     Material Adverse Effect or would render a material portion of the
     Receivables unenforceable.

          (xv) Title to Receivables; Payment of Fees. As of the Closing Time,
     the Depositor will have good and marketable title to the Receivables listed
     in Schedule 1 to the Sale and Servicing Agreement, free and clear of any
     Lien; and the Depositor's assignment and delivery of the Receivables to the
     Trust will vest in the Trust the good and marketable title purported to be
     conveyed thereby, and the Trust will be the sole owner of each Receivable
     free and clear of Liens other than the Lien in favor of the Indenture
     Trustee under the Indenture and the security interest afforded to the
     Insurer under the Insurance Agreement; all taxes, fees and other
     governmental charges arising in connection with the transactions
     contemplated by this Agreement and the Basic Documents and with the
     execution and delivery of the Receivables, including any amendments thereto
     and assignments and/or endorsements thereof, have been paid by the
     Depositor.

          (xvi) Investment Company Act. Neither the Trust nor the Depositor is
     now or, as a result of the transactions contemplated by this Agreement,
     will be, an "investment company", as such term is defined in the Investment
     Company Act of 1940, as amended (the "Investment Company Act").

          (xvii) Incorporation of Representations and Warranties. The
     representations and warranties of the Depositor in each Basic Document to
     which it is a party are true and correct in all material respects and are
     hereby restated for the benefit of the Underwriters and incorporated by
     reference herein with the same effect as if set forth in full herein.

     (b) CarMax represents and warrants to the Underwriters as of the date
hereof and as of the Closing Time that the representations and warranties of the
Depositor set forth in Sections 1(a) are true and correct and further represents
and warrants to the Underwriters that:

          (i) Due Organization of CarMax. CarMax has been duly incorporated and
     is validly existing in good standing under the laws of the State of
     Virginia and is duly qualified to do business as a foreign corporation and
     is in good standing under the laws of each jurisdiction where the character
     of its properties or the nature of its activities makes such qualification
     necessary, except such jurisdictions, if any, in which the failure to be so
     qualified will not have a Material Adverse Effect on either the business or
     properties of CarMax; CarMax has the corporate power and authority to own
     its properties and conduct its business as described in the Prospectus and
     to enter into and perform its obligations under this Agreement and each of
     the Basic Documents to which it is a party (collectively, the "CarMax
     Agreements"); CarMax holds all material licenses, certificates and permits
     from all governmental authorities necessary for the conduct of its business
     as described in the Prospectus.

                                       8



          (ii) Authorization of Agreement. This Agreement has been duly
     authorized, executed and delivered by CarMax.

          (iii) Authorization of Basic Documents. As of the Closing Time, each
     of the Basic Documents to which CarMax is a party has been duly authorized,
     executed and delivered by CarMax, and, assuming the due authorization,
     execution and delivery thereof by the other parties thereto, will
     constitute a valid and binding agreement of CarMax, enforceable against it
     in accordance with its terms, except as the enforcement thereof may be
     limited by bankruptcy, insolvency, reorganization, moratorium or similar
     laws affecting enforcement of creditors' rights generally and except as
     enforcement thereof is subject to general principles of equity (regardless
     of whether enforcement is considered in a proceeding in equity or at law).

          (iv) Absence of Defaults and Conflicts. CarMax is not in violation of
     its articles of incorporation or bylaws or in default in the performance or
     observance of any obligation, agreement, covenant or condition contained in
     any Agreements and Instruments, except for defaults that would not result
     in a Material Adverse Effect; and the execution, delivery and performance
     by CarMax of the CarMax Agreements, the consummation of the transactions
     contemplated herein and therein, in the Registration Statement or in the
     Prospectus and compliance by it with its obligations hereunder and
     thereunder have been duly and validly authorized by all necessary action
     and do not and will not, whether with or without the giving of notice or
     passage of time or both, conflict with or constitute a breach of, a default
     or Repayment Event (as defined below) under, or result in the creation or
     imposition of any Lien upon any of its property or assets pursuant to the
     Agreements and Instruments except for Liens permitted by the Basic
     Documents and conflicts, breaches or defaults that, individually or in the
     aggregate, will not result in a Material Adverse Effect, nor will such
     action result in any violation of the provisions of its articles of
     incorporation or bylaws or any applicable law, statute, rule, regulation,
     judgment, order, writ or decree of any government, government
     instrumentality or court, domestic or foreign, having jurisdiction over
     CarMax or any of its assets, properties or operations. As used herein, a
     "Repayment Event" means any event or condition which gives the holder of
     any note, debenture or other evidence of indebtedness (or any person acting
     on such holder's behalf) the right to require the repurchase, redemption or
     repayment of all or a portion of such indebtedness by CarMax.

          (v) Absence of Proceedings. There is no action, suit, proceeding,
     inquiry or investigation before or brought by any court or governmental
     agency or body, domestic or foreign, now pending or, to the knowledge of
     CarMax, threatened, against or affecting CarMax which is or which might
     reasonably be expected to result in a Material Adverse Effect, or which
     might reasonably be expected to materially and adversely affect its
     properties or assets; the aggregate of all pending legal or governmental
     proceedings to which CarMax is a party or of which any of its properties or
     assets is the subject which are not described in the Prospectus, including
     ordinary routine litigation incidental to the business, could not
     reasonably be expected to result in a Material Adverse Effect.

          (vi) Absence of Further Requirements. No filing with, or
     authorization, approval, consent, license, order, registration,
     qualification or decree of, any court,

                                       9



     governmental authority or agency or any other person is necessary in
     connection with (A) the issuance of the Securities or the offering and sale
     of the Securities, (B) the execution, delivery and performance by CarMax of
     the CarMax Agreements or (C) the consummation by CarMax of the transactions
     contemplated hereby or thereby, except such as have been obtained and are
     in full force and effect as of the Closing Time.

          (vii) Possession of Licenses and Permits. CarMax possesses or, as of
     the Closing Time, has applied, for such Governmental Licenses issued by the
     appropriate federal, state, local or foreign regulatory agencies or bodies
     necessary to conduct the business now operated by it; CarMax is in
     compliance with the terms and conditions of all such Governmental Licenses,
     except where the failure so to comply would not, singly or in the
     aggregate, have a Material Adverse Effect; except for Governmental Licenses
     that have been applied for as of the Closing Time, all of the Governmental
     Licenses are valid and in full force and effect, except when the invalidity
     of such Governmental Licenses or the failure of such Governmental Licenses
     to be in full force and effect would not have a Material Adverse Effect or
     would render a material portion of the Receivables unenforceable; and
     CarMax has not received any notice of proceedings relating to the
     revocation or modification of any such Governmental Licenses which, singly
     or in the aggregate, if the subject of an unfavorable decision, ruling or
     finding, would result in a Material Adverse Effect or would render a
     material portion of the Receivables unenforceable.

          (viii) Title to Receivables; Payment of Fees. As of the Closing Time,
     CarMax will have good and marketable title to the Receivables listed in
     Schedule 1 to the Receivables Purchase Agreement, free and clear of any
     Lien; and CarMax's sale and delivery of the Receivables to the Depositor
     will vest in the Depositor the good and marketable title purported to be
     conveyed thereby.

          (ix) No Material Adverse Change. Since the date as of which
     information is given in the Prospectus, except as otherwise set forth
     therein, (A) there has been no Material Adverse Effect with respect to
     CarMax and (B) there have been no transactions entered into by CarMax,
     other than those in the ordinary course of business, which are material
     with respect to it.

          (x) Incorporation of Representations and Warranties. The
     representations and warranties of CarMax in each Basic Document to which it
     is a party are true and correct in all material respects and are hereby
     restated for the benefit of the Underwriters and incorporated by reference
     herein with the same effect as if set forth in full herein.

     (c) Officer's Certificates. Any certificate signed by any officer of
CarMax, the Depositor or any of their respective Affiliates and delivered at the
Closing Time to the Representative or to counsel for the Underwriters shall be
deemed a representation and warranty by CarMax, the Depositor or such Affiliate,
as the case may be, to the Underwriters as to the matters covered thereby. When
used in this Agreement, the term "Affiliate" or "Affiliates" shall have the
meaning assigned by Rule 501(b) of the Securities Act Regulations.

                                       10



     Section 2. Sale and Delivery to the Underwriters; Closing.

     (a) Purchase of Securities. On the basis of the representations, warranties
and agreements herein contained and subject to the terms and conditions herein
set forth, the Depositor agrees to sell to the Underwriters, and the
Underwriters severally agree to purchase from the Depositor, the aggregate
principal amount of Notes set forth opposite each Underwriter's name on Schedule
A at a purchase price equal to, in the case of (i) the Class A-1 Notes,        %
                                                                        -------
of the principal amount thereof, (ii) the Class A-2 Notes,        % of the
                                                           -------
principal amount thereof, (iii) the Class A-3 Notes,        % of the principal
                                                     -------
amount thereof, (iv) the Class A-4 Notes,        % of the principal amount
                                          -------
thereof and (v) the Certificates,        % of the principal amount thereof.
                                  -------

     (b) Payment. Payment of the purchase price, and delivery of certificates,
for the Securities shall be made at the offices of McGuireWoods LLP, One James
Center, 901 East Cary Street, Richmond, Virginia 23219-4030, or at such other
place as shall be agreed upon by the Representative and the Depositor, at 10:00
A.M. (New York time) on        , or such other time not later than five business
                        -------
days after such date as shall be agreed upon by the Representative and the
Depositor (such date and time of payment and delivery being called the "Closing
Time"). Pursuant to Rule 15c6-1(d) of the Exchange Act Regulations, the parties
hereto have agreed that the Closing Time will be not less than five business
days following the date hereof.

     Each class of Securities will initially be represented by one or more
certificates registered in the name of Cede & Co., as nominee of The Depository
Trust Company ("DTC"). The interests of beneficial owners of the Securities will
be represented by book entries on the records of DTC and participating members
thereof. Certificates for the Securities shall be made available for examination
by the Representative in Richmond, Virginia not later than 10:00 A.M. (New York
time) on the business day prior to the Closing Time.

     Delivery of the Securities shall be made against payment of the purchase
price therefor by wire transfer of immediately available funds to a bank account
designated by the Depositor.

     Section 3. Covenants of the Depositor. The Depositor covenants with each
Underwriter as follows:

          (a) Compliance with Securities Act Regulations and Commission
     Requests. The Depositor, subject to Section 3(b), will comply with the
     requirements of Rules 424(b) and 430A of the Securities Act Regulations, if
     and as applicable, and will notify the Representative immediately, and
     confirm the notice in writing, of (i) the effectiveness of any
     post-effective amendment to the Registration Statement or the filing of any
     supplement or amendment to the Prospectus, (ii) the receipt of any comments
     from the Commission, (iii) any request by the Commission for any amendment
     to the Registration Statement or any amendment or supplement to the
     Prospectus or for additional information and (iv) the issuance by the
     Commission of any stop order suspending the effectiveness of the
     Registration Statement or of any order preventing or suspending the use of
     any preliminary prospectus, or of the suspension of the qualification of
     the Securities for offering or sale in any jurisdiction, or of the
     initiation or threatening of any

                                       11



     proceedings for any of such purposes. The Depositor will promptly effect
     the filings necessary pursuant to Rule 424 and will take such steps as it
     deems necessary to ascertain promptly whether the Prospectus transmitted
     for filing under Rule 424 was received for filing by the Commission and, in
     the event that it was not, it will promptly file the Prospectus. The
     Depositor will make every reasonable effort to prevent the issuance of any
     stop order and, if any stop order is issued, to obtain the lifting thereof
     at the earliest possible moment.

          (b) Filing of Amendments. The Depositor will give the Representative
     notice of its intention to file or prepare any amendment to the
     Registration Statement, any amendment, supplement or revision to either the
     prospectus included in the Registration Statement at the time it became
     effective or to the Prospectus, whether pursuant to the Securities Act, the
     Exchange Act or otherwise, will furnish the Representative with copies of
     all such documents a reasonable amount of time prior to such proposed
     filing or use, as the case may be, and will not file or use any such
     document to which the Representative or counsel for the Underwriters shall
     object.

          (c) Delivery of Registration Statements. The Depositor has furnished
     or will deliver to the Representative and counsel for the Underwriters,
     without charge, a signed copy of the Registration Statement as originally
     filed and of the amendment thereto (including exhibits filed therewith or
     incorporated by reference therein and documents incorporated or deemed to
     be incorporated by reference therein) and a signed copy of all consents and
     certificates of experts, and will also deliver to the Representative,
     without charge, a conformed copy of the Registration Statement as
     originally filed and of the amendment thereto (without exhibits) for each
     of the Underwriters. The Registration Statement and the amendment thereto
     furnished to the Underwriters will be identical to any electronically
     transmitted copies thereof filed with the Commission pursuant to EDGAR,
     except to the extent permitted by Regulation S-T.

          (d) Delivery of Offering Documents. The Depositor will deliver to each
     Underwriter, without charge, as many copies of any Computational Materials,
     any Structural Term Sheet, any Collateral Term Sheet and any Preliminary
     Prospectus as such Underwriter may reasonably request, and the Depositor
     hereby consents to the use of such copies for purposes permitted by the
     Securities Act. The Depositor will furnish to each Underwriter, without
     charge, during the period when the Prospectus is required to be delivered
     under the Securities Act or the Exchange Act, such number of copies of the
     Prospectus as such Underwriter may reasonably request. The Prospectus and
     any amendments or supplements thereto furnished to the Underwriters will be
     identical to any electronically transmitted copies thereof filed with the
     Commission pursuant to EDGAR, except to the extent permitted by Regulation
     S-T.

          (e) Continued Compliance with Securities Laws. The Depositor will
     comply with the Securities Act and the Securities Act Regulations, the
     Exchange Act and the Exchange Act Regulations and the Trust Indenture Act
     Regulations so as to permit the completion of the distribution of the
     Securities as contemplated in this Agreement, the Basic Documents, the
     Registration Statement and the Prospectus. If at any time when the
     Prospectus is required by the Securities Act or the Exchange Act to be
     delivered in

                                       12



     connection with sales of the Securities, any event shall occur or condition
     shall exist as a result of which it is necessary, in the opinion of counsel
     for the Underwriters or counsel to the Depositor, to amend the Registration
     Statement in order that the Registration Statement will not contain an
     untrue statement of a material fact or omit to state a material fact
     required to be stated therein or necessary to make the statements therein
     not misleading or to amend or supplement the Prospectus in order that the
     Prospectus will not include an untrue statement of a material fact or omit
     to state a material fact necessary in order to make the statements therein
     not misleading in the light of the circumstances existing at the time it is
     delivered to a purchaser, or if it shall be necessary, in the opinion of
     such counsel, at any such time to amend the Registration Statement or amend
     or supplement the Prospectus in order to comply with the requirements of
     the Securities Act or the Securities Act Regulations, the Depositor will
     promptly prepare and file with the Commission, subject to Section 3(b),
     such amendment or supplement as may be necessary to correct such statement
     or omission or to make the Registration Statement or the Prospectus comply
     with such requirements, and the Depositor will furnish to the Underwriters,
     without charge, such number of copies of such amendment or supplement as
     the Underwriters may reasonably request.

          (f) State Securities Law Qualifications. The Depositor will use its
     best efforts to assist the Underwriters in arranging for the qualification
     of the Securities for offering and sale and the determination of their
     eligibility for investment, as the case may be, under the laws of such
     jurisdictions as the Underwriters designate and will continue to assist the
     Underwriters in maintaining such qualifications in effect for a period of
     not less than one year from the date of the Prospectus; provided, however,
     that the Depositor shall not be obligated to file any general consent to
     service of process or to qualify as a foreign limited liability company or
     as a dealer in securities in any jurisdiction in which it is not so
     qualified or to subject itself to taxation in respect of doing business in
     any jurisdiction in which it is not otherwise so subject. In each
     jurisdiction in which the Securities have been so qualified, the Depositor
     will file such statements and reports as may be required by the laws of
     such jurisdiction to continue such qualification in effect for a period of
     not less than one year from the date of the Prospectus. The Depositor will
     also supply the Underwriters with such information as is necessary for the
     determination of the legality of the offering and sale of the Securities
     for investment under the laws of such jurisdictions as the Underwriters may
     reasonably request.

          (g) Earnings Statement. The Depositor will timely file such reports
     pursuant to the Exchange Act as are necessary in order to make generally
     available to its security-holders as soon as practicable an earnings
     statement for the purposes of, and to provide the benefits contemplated by,
     the last paragraph of Section 11(a) of the Securities Act.

          (h) Use of Proceeds. The Depositor shall cause the Trust to use the
     net proceeds received by it from the sale of the Securities in the manner
     specified in the Base Prospectus under "Use of Proceeds".

          (i) Reports, Statements and Certificates. So long as any Securities
     are outstanding, the Depositor shall deliver or cause to be delivered to
     the Underwriters, as soon as copies become available, copies of (i) each
     payment date certificate delivered to

                                       13



     Securityholders pursuant to Section 4.9 of the Sale and Servicing
     Agreement, (ii) the annual statements of compliance, annual independent
     certified public accountants' reports and annual opinions of counsel
     furnished to the Indenture Trustee or the Owner Trustee pursuant to the
     Basic Documents, as soon as such statements, reports and opinions are
     furnished to the Indenture Trustee or the Owner Trustee and (iii) such
     other information concerning CarMax, the Depositor, the Trust or the
     Securities as the Underwriters may reasonably request from time to time.

          (j) Reporting Requirements. The Depositor, during the period when the
     Prospectus is required to be delivered under the Securities Act or the
     Exchange Act, will file all documents required to be filed with the
     Commission pursuant to the Exchange Act within the time periods required by
     the Exchange Act and the Exchange Act Regulations.

     Section 4. Payment of Expenses.

     (a) Expenses. The Depositor shall pay all of its own expenses incident to
the performance of its obligations under this Agreement, including without
limitation (i) the preparation, printing and filing of the Registration
Statement, any Computational Materials, any Structural Term Sheet, any
Collateral Term Sheet, any Preliminary Prospectus, the Prospectus and each
amendment or supplement thereto, (ii) the preparation, reproduction and delivery
to the Underwriters of this Agreement, any agreement among Underwriters, each
Basic Document and each other document as may be required in connection with the
issuance of the Securities or the offering, purchase, sale or delivery of the
Securities, (iii) the preparation, issuance and delivery of the certificates for
the Securities to the Underwriters, (iv) the fees and expenses of the counsel,
accountants and other advisors of the Depositor and any of its Affiliates in
connection with the transactions contemplated by this Agreement, (v) the
qualification of the Securities under state securities laws in accordance with
the provisions of Section 3(f), including filing fees and the reasonable fees
and disbursements of counsel for the Underwriters in connection therewith, (vi)
the printing and delivery to the Underwriters of copies of any Computational
Materials, any Structural Term Sheet, any Collateral Term Sheet, any Preliminary
Prospectus, the Prospectus and any amendments on supplements thereto, (vii) the
fees and expenses of the Owner Trustee, the Indenture Trustee and the Insurer,
including the reasonable fees and disbursements of their respective counsel in
connection with the transactions contemplated by this Agreement and (viii) any
fees payable to Moody's Investors Service, Inc. ("Moody's") and Standard &
Poor's, a Division of The McGraw-Hill Companies, Inc. ("Standard & Poor's" and,
together with Moody's, the "Rating Agencies"), in connection with the rating of
the Securities.

     (b) Termination of Agreement. If this Agreement is terminated by the
Underwriters in accordance with the provisions of Section 5 or Section 9(a)(i),
the Depositor shall reimburse the Underwriters for all of their reasonable
out-of-pocket expenses, including the reasonable fees and disbursements of
counsel for the Underwriters.

     Section 5. Conditions of the Obligations of the Underwriters. The
obligations of the Underwriters are subject to the accuracy of the
representations and warranties of CarMax and the Depositor contained in Section
1 or in certificates of any officer of CarMax or the Depositor or any of their
respective Affiliates delivered pursuant to the provisions hereof, to the
performance

                                       14



by CarMax and the Depositor of their respective covenants and other obligations
hereunder and to the following additional conditions:

          (a) Effectiveness of Registration Statement. The Registration
     Statement has become effective under the Securities Act and no stop order
     suspending the effectiveness of the Registration Statement shall have been
     issued under the Securities Act and at the Closing Time no proceedings for
     that purpose shall have been instituted or be pending or threatened by the
     Commission, and any request on the part of the Commission for additional
     information shall have been complied with to the reasonable satisfaction of
     counsel for the Underwriters. A prospectus containing information relating
     to the description of the Securities, the specific method of distribution
     and similar matters shall have been filed with the Commission in accordance
     with Rule 424(b) of the Securities Act Regulations (or any required
     post-effective amendment providing such information shall have been filed
     and declared effective in accordance with the requirements of Rule 430A of
     the Securities Act Regulations).

          (b) Accountants' Comfort Letter. At the Closing Time, the Underwriters
     and the Depositor shall have received from KPMG LLP a letter or letters
     dated as of the Closing Time, in form and substance as previously agreed
     upon by the Representative and otherwise satisfactory in form and substance
     to the Underwriters and counsel for the Underwriters, containing statements
     and information of the type ordinarily included in accountants' "comfort
     letters" with respect to certain financial, statistical and other
     information contained in or incorporated by reference into the Prospectus.

          (c) Officer's Certificate. At the Closing Time, there shall not have
     been, since the date hereof or since the respective dates as of which
     information is given in the Prospectus, any Material Adverse Effect with
     respect to either CarMax or the Depositor whether or not arising in the
     ordinary course of business, and the Underwriters shall have received a
     certificate, dated as of the Closing Time, of an authorized officer of: (i)
     the Depositor to the effect that (A) there has been no such Material
     Adverse Effect, (B) the representations and warranties in Section 1(a) are
     true and correct with the same force and effect as though expressly made at
     and as of the Closing Time and (C) the Depositor has complied with all
     agreements and satisfied all conditions on its part to be performed or
     satisfied at or prior to the Closing Time; and (ii) CarMax to the effect
     that (A) there has been no such Material Adverse Effect, (B) the
     representations and warranties in Section 1(b) are true and correct with
     the same force and effect as though expressly made at and as of the Closing
     Time and (C) CarMax has complied with all agreements and satisfied all
     conditions on its part to be performed or satisfied at or prior to the
     Closing Time.

          (d) Opinion of Special Bankruptcy Counsel for CarMax. At the Closing
     Time, the Underwriters shall have received the favorable opinion, dated as
     of the Closing Time, of McGuireWoods LLP, special bankruptcy counsel for
     CarMax, in form and substance satisfactory to counsel for the Underwriters,
     regarding (i) the conveyance of the Receivables by CarMax to the Depositor
     being a "true sale", (ii) the granting to the Depositor of a first priority
     perfected security interest in the Receivables and (iii) to the effect that
     should CarMax become the debtor in a case under the United States

                                       15



     bankruptcy code, the court would not order the substantive consolidation of
     the assets and liabilities of the Depositor with those of CarMax, and such
     opinion shall be in substantially the form previously discussed with the
     Representative and counsel for the Underwriters and in any event
     satisfactory in form and in substance to counsel for the Underwriters.

          (e) Opinion of Special Tax Counsel for the Depositor. At the Closing
     Time, the Underwriters shall have received the favorable opinion, dated as
     of the Closing Time, of McGuireWoods LLP, special federal and Virginia
     State income tax counsel for the Depositor, in form and substance
     satisfactory to counsel for the Underwriters, substantially to the effect
     that for federal and Virginia State income tax purposes, the Notes will be
     considered debt and the Trust will not be an association taxable as a
     corporation and that the statements in the (i) Prospectus Supplement and
     (ii) Prospectus under the headings "Summary - Tax Status", "Summary - ERISA
     Considerations", "Material Federal Income Tax Consequences" and "ERISA
     Considerations", to the extent that they constitute matters of law or legal
     conclusions with respect thereto, have been prepared or reviewed by such
     counsel and provide a fair summary in all material respects.

          (f) Opinion of Special Local Counsel for CarMax. At the Closing Time,
     the Underwriters shall have received the favorable opinions, each dated as
     of the Closing Time, of [_______________], special [____________],
     [____________] and [____________] counsel for CarMax and [_______________],
     special [____________] counsel for CarMax, in form and substance
     satisfactory to counsel for the Underwriters, substantially to the effect
     that upon consummation of the transactions contemplated by the Basic
     Documents, the Trust had a perfected security interest in the Financed
     Vehicles financed under Receivables originated in the relevant
     jurisdiction.

          (g) Opinion of Counsel for CarMax and the Depositor. At the Closing
     Time, the Underwriters shall have received the favorable opinion, dated as
     of the Closing Time, of McGuireWoods LLP, counsel for CarMax and the
     Depositor, in form and substance satisfactory to counsel for the
     Underwriters, to the effect that:

               (i) CarMax is a corporation validly existing and in good standing
          under the laws of the Commonwealth of Virginia and has the corporate
          power and authority to own its properties and to conduct its business
          as described in the Prospectus and to execute, deliver and perform its
          obligations under the CarMax Agreements.

               (ii) The execution, delivery and performance by CarMax of the
          CarMax Agreements have been duly and validly authorized by all
          necessary corporate action on the part of CarMax.

               (iii) This Agreement has been duly and validly executed and
          delivered by each of CarMax and the Depositor.

               (iv) The Basic Documents to which CarMax is a party have been
          duly and validly executed and delivered by CarMax and constitute
          legal, valid and

                                       16



          binding agreements of CarMax, enforceable against CarMax in accordance
          with their respective terms, except that such enforceability may be
          limited by applicable bankruptcy, insolvency, reorganization,
          fraudulent conveyance, moratorium, receivership, conservatorship and
          similar laws relating to or affecting creditors' rights generally from
          time to time in effect and by equitable principles of general
          applicability (regardless of whether such enforceability is considered
          in a proceeding in equity or at law).

               (v) Each of the Sale and Servicing Agreement, the Receivables
          Purchase Agreement, the Insurance Agreement and the Indemnification
          Agreement constitutes a legal, valid and binding agreement of the
          Depositor, enforceable against the Depositor in accordance with its
          terms, except that such enforceability may be limited by applicable
          bankruptcy, insolvency, reorganization, fraudulent conveyance,
          moratorium, receivership, conservatorship and similar laws relating to
          or affecting creditors' rights generally from time to time in effect
          and by equitable principles of general applicability (regardless of
          whether such enforceability is considered in a proceeding in equity or
          at law).

               (vi) The authorization, execution, delivery and performance by
          CarMax of the CarMax Agreements and the Depositor of the Depositor
          Agreements, as applicable, and the issuance, offering, sale or
          delivery of the Securities do not require the authorization, approval,
          consent, license, order, registration, qualification, decree or
          approval of, or any filing with, any court or governmental agency or
          body having jurisdiction over CarMax or the Depositor, respectively
          (except such consents, authorizations, approvals or filings as have
          been obtained or made and as are in full force and effect or those
          that may be required under the state securities or blue sky laws of
          the various States, and except for the filing of UCC-3 partial release
          statements relating to the release of the existing liens on the
          Receivables and the other property of the Trust of CarMax's secured
          lenders and the filing of UCC-1 financing statements relating to the
          conveyance of the Receivables and other property of the Trust by the
          Depositor to the Trust and by the Trust to the Indenture Trustee,
          which UCC statement filings are in the process of being made) and do
          not conflict with, violate, result in a breach of or constitute a
          default under (A) any term or provision of the amended and restated
          articles of incorporation or bylaws of CarMax or any term or provision
          of the limited liability company agreement of the Depositor, as
          applicable, (B) in any material respect, any statute, order known to
          such counsel, rule or regulation of any court or governmental agency
          or body having jurisdiction over CarMax or the Depositor or (C) in any
          material respect, any indenture or other agreement or instrument known
          to such counsel to which CarMax or the Depositor is a party or by
          which it or any of its properties is bound.

               (vii) To the best knowledge of such counsel, there is no pending
          or threatened action, suit or proceeding before any court,
          administrative agency or other tribunal (A) asserting the invalidity
          of any CarMax Agreement, any Depositor Agreement or the Securities,
          (B) seeking to prevent the issuance of the Securities or the
          consummation by CarMax or the Depositor of the transactions

                                       17



          contemplated by the CarMax Agreements or the Depositor Agreements,
          respectively, or (C) which, if adversely determined, would reasonably
          be expected to materially and adversely affect the performance by
          either CarMax or the Depositor of its obligations under, or the
          validity or enforceability of, any CarMax Agreement or any Depositor
          Agreement, as applicable.

               (viii) Each of CarMax and the Depositor possesses such permits,
          licenses, approvals, consents and other authorizations (collectively,
          "Governmental Licenses") issued by the appropriate federal, state,
          local or foreign regulatory agencies or bodies necessary to conduct
          the business now operated by them; each of CarMax and the Depositor is
          in compliance with the terms and conditions of all such Governmental
          Licenses, except where the failure so to comply would not, singly or
          in the aggregate, have a Material Adverse Effect; all of the
          Governmental Licenses are valid and in full force and effect, except
          when the invalidity of such Governmental Licenses or the failure of
          such Governmental Licenses to be in full force and effect would not
          have a Material Adverse Effect or would render a material portion of
          the Receivables unenforceable; and neither CarMax nor the Depositor
          has received any notice of proceedings relating to the revocation or
          modification of any such Governmental Licenses which, singly or in the
          aggregate, if the subject of an unfavorable decision, ruling or
          finding, would result in a Material Adverse Effect or would render a
          material portion of the Receivables unenforceable.

               (ix) Assuming that the Notes have been duly executed and
          delivered by the Owner Trustee, authenticated by the Indenture Trustee
          in accordance with the Indenture and delivered against payment of the
          consideration specified in this Agreement, the Notes will be entitled
          to the benefits of the Indenture and will constitute valid and binding
          obligations of the Trust, enforceable against the Trust in accordance
          with their terms, except as the enforcement thereof may be subject to
          or limited by bankruptcy, insolvency, reorganization, moratorium,
          fraudulent conveyance, fraudulent transfer and other similar laws
          relating to or affecting the enforcement of creditors' rights
          generally and to general equitable principles (regardless of whether
          enforcement is considered in a proceeding in equity or at law),
          including concepts of commercial reasonableness, good faith and fair
          dealing and the possible unavailability of specific performance or
          injunctive relief.

               (x) Such counsel is familiar with the standard operating
          procedures of CarMax relating to the acquisition by CarMax of a first
          priority perfected security interest in the financed vehicles financed
          by installment sale contracts originated by CarMax in the ordinary
          course of its business and relating to the sale of such contracts and
          such security interests in the financed vehicles in the ordinary
          course of its business. Assuming that such standard procedures have
          been and are followed with respect to the perfection of security
          interests in the Financed Vehicles (and such counsel has no reason to
          believe that CarMax has not or will not continue to follow its
          standard procedures in connection with the perfection of security
          interests in the Financed Vehicles), CarMax has acquired a first
          priority

                                       18



          perfected security interest in the Financed Vehicles. As to each
          security interest in a Financed Vehicle created by a Receivable, no
          filing or other action is necessary to perfect or continue the
          perfected status of such security interest as against creditors of or
          transferees from the obligor under such Receivable; provided that (A)
          no opinion is rendered as to a security interest in a Financed Vehicle
          as to which neither a properly endorsed certificate of title naming
          CarMax or an Affiliate or predecessor of CarMax as legal owner nor an
          application for an original registration together with an application
          for registration of CarMax or an Affiliate or predecessor of CarMax as
          legal owner, has been deposited with the appropriate department of
          motor vehicles and (B) no opinion is given as to the enforceability of
          the security interest in a Financed Vehicle as against a subsequent
          owner of a Financed Vehicle or a holder or assignee of a certificate
          of title relating to such Financed Vehicle through fraudulent or
          negligent transfer of such certificate title.

               (xi) The Securities, the Policy and the Basic Documents conform
          in all material respects to the descriptions thereof and the
          statements relating thereto contained in the Prospectus.

               (xii) The execution, delivery and performance by CarMax of the
          CarMax Agreements and the Depositor of the Depositor Agreements and
          the consummation of the transactions contemplated herein and therein
          and compliance with its obligations hereunder and thereunder do not
          and will not, whether with or without the giving of notice or lapse of
          time or both, conflict with or constitute a breach of, or default or
          Repayment Event under or result in the creation or imposition of any
          Lien upon any property or assets of CarMax or the Depositor pursuant
          to any Agreement or Instrument to which CarMax or the Depositor is a
          party or by which either may be bound (except for Liens permitted by
          the Basic Documents), or to which any of the property or assets of
          CarMax or the Depositor is subject (except for such conflicts,
          breaches or defaults or liens, charges or encumbrances that would not
          have a Material Adverse Effect), nor will such action result in any
          violation of any applicable law, statute, rule, regulation, judgment,
          order, writ or decree known to such counsel, of any government,
          government instrumentality or court having jurisdiction over CarMax or
          the Depositor or any of their respective properties, assets or
          operations.

               (xiii) The information set forth in any Computational Materials,
          any Structural Term Sheet or any Collateral Term Sheet and the
          Prospectus Supplement under the headings "Summary - Servicer",
          "Summary - Seller", "Risk Factors - Geographic Concentration May
          Result in More Risk to You", "The Receivables" and "CarMax" and the
          information set forth in the Base Prospectus under the headings
          "Summary - Servicer", "Summary - Seller", "The Receivables", "The
          Seller", "CarMax", "Certain Information Regarding the Securities" and
          "Material Legal Issues Relating to the Receivables", to the extent
          that they constitute matters of law or legal conclusions with respect
          thereto, have been prepared or reviewed by such counsel and provide a
          fair and accurate summary in all material respects.

                                       19



               (xiv) Neither the Trust nor the Depositor is required to register
          as an "investment company" under the Investment Company Act.

               (xv) The Indenture has been duly qualified under the Trust
          Indenture Act.

               (xvi) The Indenture creates a valid security interest in favor of
          the Indenture Trustee in the Collateral, the security interests in the
          Financed Vehicles securing the Receivables and the proceeds of each of
          the foregoing.

               (xvii) The Registration Statement has become effective under the
          Securities Act; to the best of such counsel's knowledge and
          information, no stop order suspending the effectiveness of the
          Registration Statement has been issued under the Securities Act and no
          proceedings for that purpose have been instituted or are pending or
          threatened by the Commission.

               (xviii) The Registration Statement and the Prospectus (in each
          case other than the financial statements and supporting schedules
          included therein or omitted therefrom and the Trustee's Statement of
          Eligibility on Form T-1, as to which such counsel need not express any
          opinion), as of their respective effective or issue dates, as the case
          may be, complied as to form in all material respects with the
          requirements of the Securities Act and the Securities Act Regulations.

          Such counsel shall also state that such counsel has examined the
     Registration Statement and the Prospectus and nothing has come to such
     counsel's attention that would lead such counsel to believe that the
     Registration Statement (other than the financial statements and schedules
     and other financial, numerical, statistical and quantitative information,
     in each case contained or incorporated by reference therein or omitted
     therefrom and the Form T-1, as to which such counsel need make no
     statement), at the time the Registration Statement became effective,
     contained any untrue statement of a material fact or omitted to state a
     material fact required to be stated therein or necessary to make the
     statements therein not misleading, or that the Prospectus (other than the
     financial statements and schedules and other financial, numerical,
     statistical and quantitative information, in each case contained or
     incorporated by reference therein or omitted therefrom and the Form T-1, as
     to which such counsel need make no statement), at the date thereof and at
     the Closing Time, included or includes any untrue statement of a material
     fact or omitted or omits to state a material fact necessary in order to
     make the statements therein, in the light of the circumstances under which
     they were made, not misleading.

          (h) Opinion of Special Delaware Counsel for the Depositor. At the
     Closing Time, the Underwriters shall have received the favorable opinion,
     dated as of the Closing Time, of [_______________], special Delaware
     counsel for the Depositor, in form and substance satisfactory to counsel
     for the Underwriters, substantially to the effect that:

               (i) The Depositor is a limited liability company duly formed,
          validly existing and in good standing under the laws of the State of
          Delaware and has the

                                       20



          power and authority to own its properties and to conduct its business
          as described in the Prospectus and to execute, deliver and perform its
          obligations under the Depositor Agreements.

               (ii) The Limited Liability Company Agreement of the Depositor,
          dated as of August 6, 2003 (the "LLC Agreement"), by CarMax (the
          "Member"), as the sole equity member of the Depositor, and the special
          members named therein, constitutes a legal, valid and binding
          agreement of the Member, and is enforceable against the Member in
          accordance with its terms, except as the enforcement thereof may be
          subject to or limited by bankruptcy, insolvency, reorganization,
          moratorium, fraudulent conveyance, fraudulent transfer and other
          similar laws relating to or affecting the enforcement of creditor's
          rights generally and to general equitable principles (regardless of
          whether enforcement is considered in a proceeding in equity or at
          law).

               (iii) Under the LLC Act and the LLC Agreement, the Depositor has
          all necessary limited liability company power and authority to execute
          and deliver, and to perform its obligations under the Depositor
          Agreements.

               (iv) Under the LLC Act and the LLC Agreement, the execution and
          delivery by the Depositor of the Depositor Agreements, and the
          performance by the Depositor of its obligations under the Depositor
          Agreements, have been duly authorized by all necessary limited
          liability company action on the part of the Depositor.

               (v) The Depositor Agreements have been duly and validly executed
          and delivered by the Depositor.

               (vi) The Trust Agreement constitutes a legal, valid and binding
          agreement of the Depositor, enforceable against the Depositor in
          accordance with its respective terms, except that such enforceability
          may be limited by applicable bankruptcy, insolvency, reorganization,
          fraudulent conveyance, moratorium, receivership, conservatorship and
          similar laws relating to or affecting creditors' rights generally from
          time to time in effect and by equitable principles of general
          applicability (regardless of whether such enforceability is considered
          in a proceeding in equity or at law).

               (vii) The execution and delivery by the Depositor of the
          Depositor Agreements, and the performance by the Depositor of its
          obligations thereunder, do not violate (A) any Delaware law, rule or
          regulation or (B) the LLC Certificate or the LLC Agreement.

               (viii) No authorization, consent, approval or order of any
          Delaware court or any Delaware governmental or administrative body is
          required solely in connection with the execution and delivery by the
          Depositor of the Depositor Agreements or the performance by the
          Depositor of its obligations thereunder.

                                       21



               (ix) The Depositor's assignment and delivery of the Receivables
          to the Trust and the filing of applicable UCC financing statements
          with the Delaware Secretary of State will vest in the Trust a first
          priority perfected security interest therein, subject to the security
          interest afforded to the Insurer under the Insurance Agreement.

          (i) Opinion of Special Delaware Counsel for the Trust. At the Closing
     Time, the Underwriters shall have received the favorable opinion, dated as
     of the Closing Time, of [_______________], special Delaware counsel for the
     Trust, in form and substance satisfactory to counsel for the Underwriters,
     substantially to the effect that:

               (i) The Trust has been duly formed and is validly existing as a
          statutory trust pursuant to the laws of the State of Delaware, 12 Del.
          C. (S)(S) 3801, et seq. (the "Statutory Trust Act"), and has the power
          and authority under the Trust Agreement and the Act to execute,
          deliver and perform its obligations under the Basic Documents to which
          the Trust is a party, to issue the Certificates and the Notes and to
          grant the Owner Trust Estate to the Indenture Trustee as security for
          the Notes.

               (ii) The Basic Documents to which the Trust is a party have been
          duly authorized, executed and delivered by the Trust and the Notes
          have been duly executed by the Trust.

               (iii) Assuming the due authorization, execution and delivery of
          each Basic Document to which the Trust is a party by the Owner
          Trustee, on behalf of the Trust, and by each other party thereto each
          such Basic Document constitutes the valid, legal and binding
          obligation of the Trust enforceable against the Trust in accordance
          with its terms, except as enforceability thereof may be subject to or
          limited by bankruptcy, insolvency, reorganization or other laws now or
          hereafter in effect affecting the enforcement of creditors' rights
          generally, and except that no opinion need be expressed as to the
          availability of remedies of specific performance, injunction or other
          forms of equitable relief, all of which may be subject to certain
          tests of equity jurisdiction, equitable defenses and the discretion of
          the court before which any proceeding therefor may be brought.

               (iv) The Notes have been duly authorized, executed and issued by
          the Trust.

               (v) The Certificates have been duly authorized by the Trust and,
          when executed by the Trust, authenticated by the Owner Trustee and
          delivered to the purchasers thereof in accordance with the Trust
          Agreement and this Agreement, the Certificates will be validly issued
          and outstanding and entitled to the benefits of the Trust Agreement.

               (vi) Neither the execution, delivery and performance by the Trust
          of the Basic Documents to which the Trust is a party, the Certificates
          or the Notes, nor the consummation by the Trust of any of the
          transactions contemplated

                                       22



          thereby, requires the consent or approval of, the withholding of
          objection on the part of, the giving of notice to, the filing,
          registration or qualification with, or the taking of any other action
          in respect of, any governmental authority or agency of the State of
          Delaware, other than the filing of the Certificate of Trust with the
          Secretary of State.

               (vii) Neither the execution, delivery and performance by the
          Trust of the Basic Documents to which the Trust is a party, the
          Certificates or the Notes, nor the consummation of the transactions
          contemplated thereby, will conflict with or result in a breach of, or
          constitute a default under the provisions of the Trust Agreement or
          any law, rule or regulation of the State of Delaware applicable to the
          Trust or, to our knowledge without independent investigation, any
          judgment or order of the Sate of Delaware applicable to the Trust or
          its properties or, to our knowledge without independent investigation,
          any indenture, mortgage, contract or other agreement or instrument to
          which the Trust is a party or by which it is bound.

               (viii) Under Section 3805(b) of the Statutory Trust Act, no
          creditor of any Certificate Owner shall have any right to obtain
          possession of, or otherwise exercise legal or equitable remedies with
          respect to, the Owner Trust Estate except in accordance with the terms
          of the Trust Agreement.

               (ix) Under Section 3805(c) of the Statutory Trust Act, except to
          the extent otherwise provided in the Trust Agreement, a Certificate
          Owner has no interest in specific Trust property.

               (x) Under Section 3808(a) and (b) of the Statutory Trust Act, the
          Trust may not be terminated or revoked by any Certificate Owner, and
          the dissolution, termination or bankruptcy of any Certificate Owner
          shall not result in the termination or dissolution of the Trust,
          except to the extent otherwise provided in the Trust Agreement.

               (xi) Under the Statutory Trust Act, the Trust is a separate legal
          entity and, assuming that the Sale and Servicing Agreement conveys
          good title to the Trust property to the Trust as a true sale and not
          as a security arrangement, the Trust rather than the Certificate
          Owners will hold whatever title to the Trust property as may be
          conveyed to it from time to time pursuant to the Sale and Servicing
          Agreement, except to the extent that the Trust has taken action to
          dispose of or otherwise transfer or encumber any part of the Trust
          property.

               (xii) To the extent that Article 9 of the Uniform Commercial Code
          as in effect in the State of Delaware (the "UCC") is applicable
          (without regard to conflicts of laws principles), and assuming that
          the security interest created by the Indenture in the Collateral has
          been duly created and has attached, upon the filing of the Financing
          Statement with the Secretary of State, the Indenture Trustee will have
          a perfected security interest in the Trust's rights in that portion of
          the Collateral described in the Financing Statement that constitutes
          "chattel paper,"

                                       23



          "general intangibles" or "accounts" (as such terms are defined in the
          UCC) and the proceeds thereof; and such security interest will be
          prior, subject to the security interest afforded to the Insurer under
          the Insurance Agreement, to any other security interest granted by the
          Trust that is perfected solely by the filing of financing statements
          under the UCC, subject to Section 9-312 of the UCC (with respect to
          purchase money security interests) and Section 9-306 of the UCC (with
          respect to temporarily perfected security interests in proceeds).

          (j) Opinion of Counsel for the Insurer. At the Closing Time, the
     Underwriters shall have received the favorable opinion, dated as of the
     Closing Time, of [_______________], counsel for the Insurer, in form and
     substance satisfactory to counsel for the Underwriters, to the effect that:

               (i) The Insurer is a corporation validly existing, in good
          standing and licensed to transact the business of surety and financial
          guaranty insurance under the laws of [____________].

               (ii) The Insurer has the corporate power to execute and deliver,
          and to take all action required of it under the Policy, the Insurance
          Agreement and the Indemnification Agreement.

               (iii) Except as have already been obtained, no authorization,
          consent, approval, license, formal exemption, or declaration from, nor
          any registration or filing with, any court or governmental agency or
          body of the United States of America or the State of [____________],
          which if not obtained would affect or impair the validity or
          enforceability of the Policy, the Insurance Agreement or the
          Indemnification Agreement against the Insurer, is required in
          connection with the execution and delivery by the Insurer of the
          Policy, the Insurance Agreement, the Indemnification Agreement or in
          connection with the Insurer's performance of its obligations
          thereunder.

               (iv) The Policy, the Insurance Agreement and the Indemnification
          Agreement have been duly authorized, executed and delivered by the
          Insurer, and the Policy and, assuming due authorization, execution and
          delivery of the Insurance Agreement and the Indemnification Agreement
          by the parties thereto (other than the Insurer), the Insurance
          Agreement and the Indemnification Agreement, constitute the legally
          valid and binding obligations of the Insurer, enforceable against the
          Insurer in accordance with their respective terms subject, as to
          enforcement, to (A) bankruptcy, reorganization, insolvency, moratorium
          and other similar laws relating to or affecting the enforcement of
          creditors' rights generally, including, without limitation, laws
          relating to fraudulent transfers or conveyances, preferential
          transfers and equitable subordination, presently or from time to time
          in effect and general principles of equity (regardless of whether such
          enforcement is considered in a proceeding in equity or at law), as
          such laws may be applied in any such proceeding with respect to the
          Insurer, (B) the qualification that the remedy of specific performance
          may be subject to equitable defenses and to the discretion of the
          court before which any proceedings with respect thereto

                                       24



          may be brought and (C) the enforceability of rights to indemnification
          under the Indemnification Agreement may be subject to limitations of
          public policy under applicable securities laws.

               (v) The Policy is not required to be registered under the
          Securities Act.

          (k) Opinion of Counsel for the Insurer. At the Closing Time, the
     Underwriters shall have received the favorable opinion, dated as of the
     Closing Time, of [_______________], Esq., General Counsel of the Insurer,
     in form and substance satisfactory to counsel for the Underwriters, to the
     effect that no information has come to the attention of such counsel which
     would cause him to believe that the information under the captions
     "Description of the Insurer" and "Description of the Insurance Policy" in
     the Prospectus contains any untrue statement of a material fact or omits to
     state a material fact necessary to make the statements therein, in light of
     the circumstances under which they were made, misleading.

          (l) Opinion of Counsel for the Indenture Trustee. At the Closing Time,
     the Underwriters shall have received the favorable opinion, dated as of the
     Closing Time, of in-house counsel for the Indenture Trustee, in form and
     substance satisfactory to counsel for the Underwriters, substantially to
     the effect that:

               (i) The Indenture Trustee has been duly incorporated and is
          validly existing as a [____________] under the laws of [____________].

               (ii) The Indenture Trustee, at the time of its execution and
          delivery of the Indenture, had full power and authority to execute and
          deliver the Indenture and has full power and authority to perform its
          obligations thereunder.

               (iii) The Indenture has been duly and validly authorized,
          executed and delivered by the Indenture Trustee and, assuming due
          authorization, execution and delivery thereof by the Trustee,
          constitutes the valid and binding obligation of the Indenture Trustee
          enforceable against the Indenture Trustee in accordance with its
          terms, except as enforcement thereof may be limited by bankruptcy,
          insolvency or other laws relating to or affecting creditors' rights or
          by general principles of equity.

               (iv) To the best of such counsel's knowledge, there are no
          actions, proceedings or investigations pending or threatened against
          or affecting the Indenture Trustee before or by any court, arbitrator,
          administrative agency or other governmental authority which, if
          adversely decided, would materially and adversely affect the ability
          of the Indenture Trustee to carry out the transactions contemplated in
          the Indenture.

               (v) No consent, approval or authorization of, or registration,
          declaration or filing with, any court or governmental agency or body
          of the United States of America or any state thereof was or is
          required for the execution, delivery or performance by the Indenture
          Trustee of the Indenture.

                                       25



               (vi) Each of the Basic Documents to which the Indenture Trustee
          is a party has been duly executed and delivered by the Indenture
          Trustee and constitutes a legal, valid and binding obligation of the
          Indenture Trustee enforceable against the Indenture Trustee in
          accordance with its respective terms, except that certain of such
          obligations may be enforceable solely against the Collateral and
          except that such enforcement may be limited by bankruptcy, insolvency,
          reorganization, moratorium, liquidation or other similar laws
          affecting the enforcement of creditors' rights generally, and by
          general principles of equity, including without limitation, concepts
          of materiality, reasonableness, good faith and fair dealing
          (regardless of whether such enforceability is considered in a
          proceeding in equity or at law).

               (vii) The Notes have been duly authenticated and delivered by the
          Indenture Trustee in accordance with the terms of the Indenture.

          (m) Opinion of Counsel for the Owner Trustee. At the Closing Time, the
     Underwriters shall have received the favorable opinion, dated as of the
     Closing Time, of [_______________], counsel for the Owner Trustee, in form
     and substance satisfactory to counsel for the Underwriters, substantially
     to the effect that:

               (i) [________________] is duly incorporated and validly existing
          as a [____________] under the laws of [____________] and has the power
          and authority to execute, deliver and perform its obligations under
          the Trust Agreement and to consummate the transactions contemplated
          thereby.

               (ii) The Trust Agreement has been duly authorized, executed and
          delivered by [_______________] and is the legal, valid and binding
          agreement of [_______________], enforceable against [_______________]
          in accordance with its terms, except as the enforcement thereof may be
          subject to or limited by bankruptcy, insolvency, reorganization,
          moratorium, fraudulent conveyance, fraudulent transfer and other
          similar laws relating to or affecting the enforcement of creditor's
          rights generally and to general equitable principles (regardless of
          whether enforcement is considered in a proceeding in equity or at
          law).

               (iii) The Owner Trustee has duly executed and delivered each
          Basic Document to which the Trust is a party on behalf of the Trust in
          accordance with the authorization contained in the Trust Agreement.

               (iv) Neither the execution, delivery and performance by
          [_______________] of the Trust Agreement, nor the consummation of the
          transactions contemplated thereby, nor compliance with the terms
          thereof, will conflict with or result in a breach of, or constitute a
          default under the charter or bylaws of [_______________] or any law,
          rule or regulation of [____________] governing the banking or trust
          powers of [____________] or, to our knowledge, without independent
          investigation, any judgment or order of [____________] applicable to
          [_______________] or its properties or, to our knowledge, without

                                       26



          independent investigation, any indenture, mortgage, contract or other
          agreement or instrument to which [_______________] is a party or by
          which it is bound.

               (v) No consent, approval or other authorization of, or
          registration, declaration or filing with, any court or governmental
          agency or commission of [____________] is required by or with respect
          to [_______________] for the (A) valid execution, delivery and
          performance of the Trust Agreement, (B) valid execution and delivery
          by the Owner Trustee on behalf of the Trust of the Basic Documents to
          which the Trust is a party, or (C) validity or enforceability the
          agreements listed in clauses (A) or (B) of this paragraph, other than
          the filing of the Certificate of Trust with the Secretary of State.

               (vi) To our knowledge, without independent investigation, there
          are no pending or threatened actions, suits or proceedings affecting
          [_______________] before any court or other government authority of
          [____________] which, if adversely determined, would materially and
          adversely affect the ability of [_______________] to carry out the
          transactions contemplated by the Trust Agreement.

          (n) Opinion of Counsel for the Underwriters. At the Closing Time, the
     Underwriters shall have received the favorable opinion, dated as of the
     Closing Time, of Sidley Austin Brown & Wood LLP, counsel for the
     Underwriters, in form and substance satisfactory to the Underwriters. In
     rendering such opinion, such counsel may rely, as to all matters governed
     by the laws of jurisdictions other than the law of the State of New York
     and the federal law of the United States, upon the opinions of counsel
     reasonably satisfactory to the Underwriters.

          (o) Reliance Letters. At the Closing Time, counsel to CarMax and the
     Depositor shall provide reliance letters to the Underwriters relating to
     each legal opinion relating to the transaction contemplated hereby rendered
     to either Trustee or either Rating Agency.

          (p) Maintenance of Rating. At the Closing Time, the Class A-1 Notes
     shall be rated by each Rating Agency in its highest short-term rating
     category and each other class of Securities shall be rated in its highest
     rating category, and the Depositor shall have delivered to the Underwriters
     a letter dated the Closing Time from each Rating Agency, or other evidence
     satisfactory to the Underwriters, confirming that the Securities have such
     ratings; and since the date of this Agreement, there shall not have
     occurred a downgrading in the rating assigned to the Securities or any
     other securities of CarMax or any of its Affiliates by any "nationally
     recognized statistical rating organization", as that term is defined by the
     Commission for purposes of Rule 436(g)(2) under the Securities Act, and no
     such rating agency shall have publicly announced that it has under
     surveillance or review, with possible negative implications, its rating of
     the Securities or any other securities of CarMax or any of its Affiliates.

          (q) Additional Rating Agency Requirements. The Depositor will, to the
     extent, if any, that the ratings provided with respect to the Securities by
     either Rating

                                       27



     Agency are conditioned upon the furnishing or the taking of any other
     actions by the Depositor, furnish such documents and take all such other
     actions.

          (r) Additional Documents. At the Closing Time, counsel for the
     Underwriters shall have been furnished with such documents and opinions as
     it may reasonably require for the purpose of enabling it to pass upon the
     issuance of the Securities and the sale of the Securities as herein
     contemplated, or in order to evidence the accuracy of any of the
     representations or warranties or the fulfillment of any of the conditions
     herein contained; and all proceedings taken by the Depositor in connection
     with the foregoing shall be satisfactory in form and substance to counsel
     for the Underwriters.

          (s) Termination of Agreement. If any condition specified in this
     Section shall not have been fulfilled when and as required to be fulfilled,
     this Agreement may be terminated by the Underwriters by notice to the
     Depositor at any time at or prior to the Closing Time, and such termination
     shall be without liability of any party to any other party except as
     provided in Section 4 and except that Sections 1, 6, 7 and 8 shall survive
     any such termination and remain in full force and effect.

     Section 6. Indemnification.

     (a) Indemnification of Underwriters. CarMax and the Depositor agree jointly
and severally to indemnify and hold harmless the Underwriters and each person,
if any, who controls any Underwriter within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act as follows:

          (i) against any and all loss, liability, claim, damage and expense
     whatsoever, as incurred, arising out of any untrue statement or alleged
     untrue statement of a material fact contained in the Registration Statement
     (or any amendment thereto), or the omission or alleged omission therefrom
     of a material fact required to be stated therein or necessary to make the
     statements therein not misleading or arising out of any untrue statement or
     alleged untrue statement of a material fact included in each Collateral
     Term Sheet (if any), each Structural Term Sheet (if any), all Computational
     Materials (if any), any Preliminary Prospectus or the Prospectus (or any
     amendment or supplement thereto), or the omission or alleged omission
     therefrom of a material fact necessary in order to make the statements
     therein, in the light of the circumstances under which they were made, not
     misleading;

          (ii) against any and all loss, liability, claim, damage and expense
     whatsoever, as incurred, to the extent of the aggregate amount paid in
     settlement of any litigation, or any investigation or proceeding by any
     governmental agency or body, commenced or threatened, or of any claim
     whatsoever, based upon any such untrue statement or omission, or any such
     alleged untrue statement or omission; provided that (subject to Section
     6(d)) any such settlement is effected with the written consent of the
     Depositor; and

          (iii) against any and all expense whatsoever, as incurred (including
     the fees and disbursements of counsel chosen by the Underwriters),
     reasonably incurred in

                                       28



     investigating, preparing or defending against any litigation, or any
     investigation or proceeding by any governmental agency or body, commenced
     or threatened, or any claim whatsoever, based upon any such untrue
     statement or omission, or any such alleged untrue statement or omission, to
     the extent that any such expense is not paid under clause (i) or (ii)
     above;

     provided, however, that this indemnity agreement shall not apply to any
     loss, liability, claim, damage or expense to the extent arising out of any
     untrue statement or omission or alleged untrue statement or omission made
     in reliance upon and in conformity with written information furnished to
     the Depositor by the Underwriters expressly for use in the Registration
     Statement (or any amendment thereto), each Collateral Term Sheet (if any),
     each Structural Term Sheet (if any), all Computational Materials (if any),
     any preliminary prospectus or the Prospectus (or any amendment or
     supplement thereto), it being understood and agreed that the only such
     information furnished by the Underwriters consists of the following
     information under the caption "Underwriting" in each of the Prospectus and
     Prospectus Supplement, and in the Prospectus Supplement the (i) concession
     and reallowance figures appearing in the second table and (ii) information
     regarding discretionary sales contained in the second, third and
                                                                      ----------
     paragraphs.

     The terms "Collateral Term Sheet" and "Structural Term Sheet" shall have
the respective meanings assigned to them in the February 13, 1995 letter of
Cleary, Gottlieb, Steen & Hamilton on behalf of the Public Securities
Association (which letter, and the Commission's response thereto, were publicly
available February 17, 1995). The term "Collateral Term Sheet" as used herein
includes any subsequent Collateral Term Sheet that reflects a substantive change
in the information presented. The term "Computational Materials" has the meaning
assigned to it in the May 17, 1994 letter of Brown & Wood on behalf of Kidder,
Peabody & Co., Inc. (which letter, and the Commission's response thereto, were
publicly available May 20, 1994).

     (b) Indemnification of CarMax and the Depositor. The Underwriters agree
severally but not jointly to indemnify and hold harmless CarMax and the
Depositor and each person, if any, who controls CarMax and the Depositor within
the meaning of Section 15 of the Securities Act or Section 20 of the Exchange
Act against any and all loss, liability, claim, damage and expense described in
the indemnity contained in Section 6(a), as incurred, but only with respect to
untrue statements or omissions, or alleged untrue statements or omissions, of
material facts made in the Prospectus (or any amendment thereto), each
Collateral Term Sheet (if any), each Structural Term Sheet (if any), all
Computational Materials (if any), any Preliminary Prospectus or the Registration
Statement (or any amendment or supplement thereto) in reliance upon and in
conformity with written information furnished to CarMax and the Depositor by the
Underwriters expressly for use in the Registration Statement (or any amendment
thereto), each Collateral Term Sheet (if any), each Structural Term Sheet (if
any), all Computational Materials (if any), any Preliminary Prospectus or the
Prospectus (or any amendment or supplement thereto).

     (c) Actions Against Parties; Notification. Each indemnified party shall
give notice as promptly as reasonably practicable to each indemnifying party of
any action commenced against it in respect of which indemnity may be sought
hereunder, but failure to so notify an indemnifying party shall not relieve such
indemnifying party from any liability hereunder to the extent it is not
materially prejudiced as a result thereof and in any event shall not relieve it
from

                                       29



any liability which it may have otherwise than on account of this indemnity
agreement. In the case of parties indemnified pursuant to Section 6(a), counsel
to the indemnified parties shall be selected by the Underwriters, and, in the
case of parties indemnified pursuant to Section 6(b), counsel to the indemnified
parties shall be selected by CarMax or the Depositor. An indemnifying party may
participate at its own expense in the defense of any such action; provided,
however, that counsel to the indemnifying party shall not (except with the
consent of the indemnified party) also be counsel to the indemnified party. In
no event shall the indemnifying parties be liable for fees and expenses of more
than one counsel (in addition to any local counsel) separate from their own
counsel for all indemnified parties in connection with any one action or
separate but similar or related actions in the same jurisdiction arising out of
the same general allegations or circumstances. No indemnifying party shall,
without the prior written consent of the indemnified parties, settle or
compromise or consent to the entry of any judgment with respect to any
litigation, or any investigation or proceeding by any governmental agency or
body, commenced or threatened, or any claim whatsoever in respect of which
indemnification or contribution could be sought under this Section or Section 7
(whether or not the indemnified parties are actual or potential parties
thereto), unless such settlement, compromise or consent (i) includes an
unconditional release of each indemnified party from all liability arising out
of such litigation, investigation, proceeding or claim and (ii) does not include
a statement as to or an admission of fault, culpability or a failure to act by
or on behalf of any indemnified party.

     (d) Settlement Without Consent if Failure to Reimburse. If at any time an
indemnified party shall have requested an indemnifying party to reimburse the
indemnified party for fees and expenses of counsel, such indemnifying party
agrees that it shall be liable for any settlement of the nature contemplated by
Section 6(a)(ii) effected without its written consent if (i) such settlement is
entered into more than 45 days after receipt by such indemnifying party of the
aforesaid request, (ii) such indemnifying party shall have received notice of
the terms of such settlement at least 30 days prior to such settlement being
entered into and (iii) such indemnifying party shall not have reimbursed such
indemnified party in accordance with such request prior to the date of such
settlement.

     Section 7. Contribution. If the indemnification provided for in Section 6
is for any reason unavailable to or insufficient to hold harmless an indemnified
party in respect of any losses, liabilities, claims, damages or expenses
referred to therein, then each indemnifying party shall contribute to the
aggregate amount of such losses, liabilities, claims, damages and expenses
incurred by such indemnified party, as incurred, (i) in such proportion as is
appropriate to reflect the relative benefits received by CarMax and the
Depositor on the one hand and the Underwriters on the other hand from the
offering of the Securities pursuant to this Agreement or (ii) if the allocation
provided by clause (i) is not permitted by applicable law, in such proportion as
is appropriate to reflect not only the relative benefits referred to in clause
(i) above but also the relative fault of CarMax and the Depositor on the one
hand and of the Underwriters on the other hand in connection with the statements
or omissions which resulted in such losses, liabilities, claims, damages or
expenses, as well as any other relevant equitable considerations.

     The relative benefits received by CarMax and the Depositor on the one hand
and the Underwriters on the other hand in connection with the offering of the
Securities pursuant to this Agreement shall be deemed to be in the same
respective proportions as the total net proceeds

                                       30



from the offering of the Securities pursuant to this Agreement (before deducting
expenses) received by CarMax and the Depositor and the total underwriting
discounts and commissions received by the Underwriters, bear to the aggregate
initial offering prices of the Securities. The relative fault of CarMax and the
Depositor on the one hand and the Underwriters on the other hand shall be
determined by reference to, among other things, whether any such untrue or
alleged untrue statement of a material fact or omission or alleged omission to
state a material fact relates to information supplied by CarMax and the
Depositor or by the Underwriters and the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or
omission.

     CarMax, the Depositor and the Underwriters each agree that it would not be
just and equitable if contribution pursuant to this Section were determined by
pro rata allocation or by any other method of allocation which does not take
account of the equitable considerations referred to above in this Section. The
aggregate amount of losses, liabilities, claims, damages and expenses incurred
by an indemnified party and referred to above in this Section shall be deemed to
include any legal or other expenses reasonably incurred by such indemnified
party in investigating, preparing or defending against any litigation, or any
investigation or proceeding by any governmental agency or body, commenced or
threatened, or any claim whatsoever, based upon any such untrue or alleged
untrue statement or omission or alleged omission.

     Notwithstanding the provisions of this Section, no Underwriter shall be
required to contribute any amount in excess of the amount by which the total
underwriting discounts and commissions received by such Underwriter in respect
of the Securities underwritten by it and distributed to the public exceeds the
amount of any damages which such Underwriter has otherwise been required to pay
by reason of any such untrue or alleged untrue statement or omission or alleged
omission.

     No person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Securities Act) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation.

     For purposes of this Section, each person, if any, who controls an
Underwriter within the meaning of Section 15 of the Securities Act or Section 20
of the Exchange Act shall have the same rights to contribution as such
Underwriter, and each person, if any, who controls CarMax or the Depositor
within the meaning of Section 15 of the Securities Act or Section 20 of the
Exchange Act shall have the same rights to contribution as CarMax and the
Depositor. The Underwriters' respective obligations to contribute pursuant to
this Section are several in proportion to the principal amount of Securities set
forth opposite their respective names in Schedule A and not joint.

     Section 8. Representations, Warranties and Agreements to Survive Delivery.
All representations, warranties and agreements contained in this Agreement or in
certificates of officers of CarMax and the Depositor and their Affiliates
submitted pursuant hereto shall remain operative and in full force and effect,
regardless of any investigation made by or on behalf of the Underwriters or any
controlling person, or by or on behalf of CarMax and the Depositor and their
Affiliates, and shall survive delivery of the Securities to the Underwriters.

                                       31



     Section 9. Termination of Agreement.

     (a) Termination; General. The Underwriters may terminate this Agreement, by
notice to the Depositor, at any time at or prior to the Closing Time (i) if
there has been, since the time of execution of this Agreement or since the
respective dates as of which information is given in the Prospectus, any
material adverse change in the condition, financial or otherwise, or in the
earnings, business affairs or business prospects of CarMax or the Depositor,
whether or not arising in the ordinary course of business, (ii) if there has
occurred any material adverse change in the financial markets in the United
States, any outbreak of hostilities or escalation thereof or other calamity or
crisis or any change or development involving a prospective change in national
or international political, financial or economic conditions, in each case the
effect of which is such as to make it, in the judgment of the Representative,
impracticable or inadvisable to market the Securities or to enforce contracts
for the sale of the Securities, (iii) if trading in any securities of CarMax,
the Depositor or any of their Affiliates has been suspended or materially
limited by the Commission or if trading generally on the American Stock
Exchange, the New York Stock Exchange or in the Nasdaq National Market has been
suspended or materially limited, or minimum or maximum prices for trading have
been fixed, or maximum ranges for prices have been required, by any of said
exchanges or by such system or by order of the Commission, the National
Association of Securities Dealers, Inc. or any other governmental authority,
(iv) a material disruption has occurred in commercial banking or securities
settlement or clearing services in the United States or (v) if a banking
moratorium has been declared by either federal, Virginia, [____________] or New
York authorities.

     (b) Liabilities. If this Agreement is terminated pursuant to this Section,
such termination shall be without liability of any party to any other party
except as provided in Section 4, and provided further that Sections 1, 6, 7, 8
and 10 shall survive such termination and remain in full force and effect.

     Section 10. Default by One or More of the Underwriters. If one or more of
the Underwriters shall fail at the Closing Time to purchase the Notes which it
or they are obligated to purchase (the "Defaulted Securities"), then the
Representative shall have the right, within 24 hours thereafter, to make
arrangements for one or more of the non-defaulting Underwriters, or any other
underwriters, to purchase all, but not less than all, of the Defaulted
Securities in such amounts as may be agreed upon and upon the terms herein set
forth; if, however, the Representative shall not have completed such
arrangements within such 24-hour period, then:

          (a) if the aggregate principal amount of Defaulted Securities does not
     exceed 10% of the aggregate principal amount of Securities to be purchased
     on such date, the non-defaulting Underwriters shall be obligated, severally
     and not jointly, to purchase the full amount thereof in the proportions
     that their respective underwriting obligations in Schedule A bear to the
     underwriting obligations of all non-defaulting Underwriters, or

          (b) if the aggregate principal amount of Defaulted Securities exceeds
     10% of the aggregate principal amount of Securities to be purchased on such
     date, this Agreement shall terminate without liability on the part of any
     non-defaulting Underwriter.

                                       32



     No action taken pursuant to this Section shall relieve any defaulting
Underwriter from liability in respect of its default.

     In the event of any such default which does not result in a termination of
this Agreement either the Representative or the Depositor shall have the right
to postpone the Closing Time for a period not exceeding seven days in order to
effect any required changes in the Registration Statement or the Prospectus or
in any other documents or arrangements.

     Section 11. Notices. All notices and other communications hereunder shall
be in writing and shall be deemed to have been duly given if mailed or
transmitted by any standard form of telecommunication. Notices to the
Underwriters shall be directed to the Representative at [____________________],
attention of [____________]; notices to CarMax or the Depositor, respectively,
shall be directed to it at 4900 Cox Road, Glen Allen, Virginia 23060, attention
of General Counsel.

     Section 12. Parties. This Agreement shall inure to the benefit of and be
binding upon each of the Underwriters, CarMax, the Depositor and their
respective successors. Nothing expressed or mentioned in this Agreement is
intended or shall be construed to give any person, firm or corporation, other
than the Underwriters, CarMax, the Depositor and their respective successors and
the controlling persons, directors and officers referred to in Sections 6 and 7
and their heirs and legal representatives any legal or equitable right, remedy
or claim under or in respect of this Agreement or any provision herein
contained. This Agreement and all conditions and provisions hereof are intended
to be for the sole and exclusive benefit of the Underwriters, CarMax, the
Depositor and their respective successors, and the controlling persons,
directors and officers referred to in Sections 6 and 7 and their heirs and legal
representatives and for the benefit of no other person, firm or corporation. No
purchaser of Securities from any Underwriter shall be deemed to be a successor
by reason merely of such purchase.

     Section 13. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York without regard to
its conflicts of law provisions (other than Section 5-1401 of the General
Obligations Law), and the obligations, rights and remedies of the parties under
this Agreement shall be determined in accordance with such laws.

     Section 14. Effect of Headings. The Section headings herein are for
convenience only and shall not effect the construction hereof.

                                       33



     Underwriting Agreement If the foregoing is in accordance with your
understanding of our agreement, please sign and return to the Representative a
counterpart hereof, whereupon it will become a binding agreement among CarMax,
the Depositor and the several Underwriters in accordance with its terms.

                                        CARMAX AUTO FUNDING LLC,
                                        as Depositor


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                        CARMAX AUTO SUPERSTORES, INC.


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:

CONFIRMED AND ACCEPTED,
   as of the date first above written:

[_______________],
   as Representative of the Underwriters
   named in Schedule A hereto


By:
    ---------------------------------
    Name:
    Title:

                                                          Underwriting Agreement



                                   SCHEDULE A

                        Amount of   Amount of   Amount of   Amount of
                        Class A-1   Class A-2   Class A-3   Class A-4
Underwriter               Notes       Notes       Notes       Notes
- ---------------------   ---------   ---------   ---------   ---------
[__________].........      $           $           $           $

Total................      $           $           $           $
                           ===         ===         ===         ===

                         Amount of
Underwriter             Certificates
- ---------------------   ------------
[__________].........       $

Total................       $
                            ===

                                      S-A-1

EX-3.1

Exhibit 3.1 - Certificate of Formation of the Registrant

                                STATE of DELAWARE
                            LIMITED LIABILITY COMPANY
                            CERTIFICATE of FORMATION

..    First: The name of the limited liability company is:

                             CarMax Auto Funding LLC

..    Second: The address of its registered office in the State of Delaware is
     2711 Centerville Road, Suite 400, Wilmington, Delaware 19808 in the County
     of New Castle.

..    Third: The name and address of its registered agent in the State of
     Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400,
     Wilmington, Delaware 19808 in the County of New Castle.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation
of CarMax Auto Funding LLC this 6th day of August, 2003.


                                        By: /s/ Peter E. Kane
                                            ------------------------------------
                                        Authorized Person

                                        Name: Peter E. Kane

EX-3.2

Exhibit 3.2 - Limited Liability Company Agreement of the Registrant

                                                                [EXECUTION COPY]

                         CARMAX AUTO SUPERSTORES, INC.,
                                 as the Member,

                                ANDREW L. STIDD,
                              as a Special Member,

                                       and

                               BERNARD J. ANGELO,
                               as a Special Member

                                   ----------

                             CARMAX AUTO FUNDING LLC
                       LIMITED LIABILITY COMPANY AGREEMENT
                           Dated as of August 6, 2003

                                   ----------

- --------------------------------------------------------------------------------



                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

                                   ARTICLE ONE

                                   DEFINITIONS

Section 1.01.   Definitions..............................................      1
Section 1.02.   Other Definitional Provisions............................      4

                                   ARTICLE TWO

                             ORGANIZATION OF COMPANY

Section 2.01.   Name and Office..........................................      5
Section 2.02.   Registered Office........................................      5
Section 2.03.   Registered Agent.........................................      5
Section 2.04.   Member...................................................      5
Section 2.05.   Execution, Delivery and Filing of Certificates...........      6
Section 2.06.   Execution of Instruments.................................      6

                                  ARTICLE THREE

                                    PURPOSES

Section 3.01.   Purposes.................................................      7
Section 3.02.   Powers...................................................      8

                                  ARTICLE FOUR

                                   MANAGEMENT

Section 4.01.   Board of Directors.......................................      9
Section 4.02.   Powers...................................................      9
Section 4.03.   Meeting of the Board of Directors........................      9
Section 4.04.   Quorum; Acts of the Board................................      9
Section 4.05.   Electronic Communications................................      9
Section 4.06.   Committees of Directors..................................     10
Section 4.07.   Compensation of Directors; Expenses......................     10
Section 4.08.   Removal of Directors.....................................     10
Section 4.09.   Directors as Agents......................................     10
Section 4.10.   Limitations on the Company's Activities..................     11
Section 4.11.   Independent Directors....................................     13
Section 4.12.   Officers.................................................     14

                                       i



                                                                            Page
                                                                            ----
                                  ARTICLE FIVE

                CONTRIBUTIONS; PROFITS AND LOSSES; DISTRIBUTIONS

Section 5.01.   Capital Contributions....................................     16
Section 5.02.   Additional Contributions.................................     16
Section 5.03.   Allocation of Profits and Losses.........................     16
Section 5.04.   Distributions............................................     16

                                   ARTICLE SIX

                           BOOKS AND RECORDS; REPORTS

Section 6.01.   Books and Records........................................     17
Section 6.02.   Reports..................................................     17

                                  ARTICLE SEVEN

               EXCULPATION AND INDEMNIFICATION; LIMITED LIABILITY

Section 7.01.   Exculpation and Indemnification..........................     18
Section 7.02.   Limited Liability........................................     19
Section 7.03.   Other Business...........................................     19

                                  ARTICLE EIGHT

                      ASSIGNMENT; RESIGNATION; DISSOLUTION

Section 8.01.   Assignments..............................................     20
Section 8.02.   Resignation..............................................     20
Section 8.03.   Admission of Additional Members..........................     20
Section 8.04.   Dissolution..............................................     20
Section 8.05.   Waiver of Partition; Nature of Interest..................     21

                                  ARTICLE NINE

                                  MISCELLANEOUS

Section 9.01.   Amendments...............................................     22
Section 9.02.   Benefits of Agreement; No Third-Party Rights.............     22
Section 9.03.   Severability of Provisions...............................     22
Section 9.04.   Entire Agreement.........................................     22
Section 9.05.   Binding Agreement........................................     22
Section 9.06.   Governing Law............................................     22
Section 9.07.   Counterparts.............................................     22
Section 9.08.   Notices..................................................     22
Section 9.09.   Effectiveness............................................     23

                                       ii



                                                                            Page
                                                                            ----

                                    EXHIBITS

Exhibit A -  Member; Capital Contributions; Membership Interest..........    A-1
Exhibit B -  Management Agreement........................................    B-1
Exhibit C -  Directors...................................................    C-1
Exhibit D -  Officers....................................................    D-1

                                      iii



                       LIMITED LIABILITY COMPANY AGREEMENT

     LIMITED LIABILITY COMPANY AGREEMENT, dated as of August 6, 2003, by and
among CARMAX AUTO SUPERSTORES, INC., a Virginia corporation, as the sole equity
member (the "Member"), and ANDREW L. STIDD and BERNARD J. ANGELO, as the Special
Members (as defined in Section 1.01 hereof).

                                    RECITALS

     WHEREAS, the parties desire to form CarMax Auto Funding LLC as a limited
liability company pursuant to and in accordance with the Delaware Limited
Liability Company Act (6 Del. Code (S) 18-101 et seq.).

     NOW, THEREFORE, in consideration of the mutual agreements herein contained,
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:

                                   ARTICLE ONE

                                   DEFINITIONS

     Section 1.01. Definitions. As used herein the following terms shall have
the following meanings:

     "Act" means the Delaware Limited Liability Company Act (6 Del.
Code (S) 18-101 et seq.), as amended from time to time.

     "Affiliate" of any Person means any other Person that (i) directly or
indirectly controls, is controlled by or is under common control with such
Person (excluding any trustee under, or any committee with responsibility for
administering, any employee benefit plan) or (ii) is an officer, director,
member or partner of such Person. For purposes of this definition, a Person
shall be deemed to be "controlled by" another Person if such other Person
possesses, directly or indirectly, the power (i) to vote 5% or more of the
securities (on a fully diluted basis) having ordinary voting power for the
election of directors, members or managing partners of such Person or (ii) to
direct or cause the direction of the management and policies of such Person,
whether by contract or otherwise.

     "Agreement" means this Limited Liability Company Agreement, together with
the Exhibits hereto, as amended, restated or supplemented or otherwise modified
from time to time.

     "Bankruptcy" means, with respect to any Person, if such Person (i) makes an
assignment for the benefit of creditors, (ii) files a voluntary petition in
bankruptcy, (iii) is adjudged as bankrupt or insolvent, or has entered against
it an order for relief, in any bankruptcy or insolvency proceedings, (iv) files
a petition or answer seeking for itself any reorganization, arrangement,
composition, readjustment, liquidation or similar relief under any statute, law
or regulation, (v) files an answer or other pleading admitting or failing to
contest the material



allegations of a petition filed against it in any proceeding of such nature,
(vi) seeks, consents to or acquiesces in the appointment of a trustee, receiver
or liquidator of the Person or of all or any substantial part of its properties
or (vii) if 120 days after the commencement of any proceeding against the Person
seeking reorganization, arrangement, composition, readjustment, liquidation or
similar relief under any statute, law or regulation, if such proceeding has not
been dismissed, or if within 90 days after the appointment without such Person's
consent or acquiescence to a trustee, receiver or liquidator being appointed for
such Person or of all or any substantial part of its properties, such
appointment is not vacated or stayed, or within 90 days after the expiration of
any such stay, such appointment is not vacated. The foregoing definition of
"Bankruptcy" is intended to replace and shall supersede and replace the
definition of "Bankruptcy" set forth in Sections 18-101(1) and 18-304 of the
Act.

     "Basic Documents" means (i) this Agreement, (ii) the Management Agreement,
(iii) any trust agreement or other agreement pursuant to which the Company shall
form any Securitization Trust, (iv) any purchase agreement, sale agreement or
other agreement relating to the activities of the Company described in Section
3.01(a) and (v) all documents and certificates contemplated thereby or delivered
in connection therewith.

     "Board" or "Board of Directors" means the Board of Directors of the
Company.

     "CarMax" means CarMax Auto Superstores, Inc., a Virginia corporation, and
its successors and assigns.

     "Certificate of Formation" means the Certificate of Formation of the
Company filed with the Delaware Secretary of State on August 6, 2003, as amended
or restated from time to time.

     "Company" means CarMax Auto Funding LLC, a Delaware limited liability
company, and its successors.

     "Covered Persons" has the meaning set forth in Section 7.01(a).

     "Delaware Secretary of State" means the Secretary of State of the State of
Delaware, and its successors.

     "Directors" means the Persons elected to the Board of Directors from time
to time by the Member, including any Independent Directors, in their capacity as
managers of the Company. A Director is hereby designated as a "manager" of the
Company within the meaning of Section 18-101(10) of the Act.

     "Independent Director" means a natural person who, for the five-year period
prior to his or her appointment as Independent Director has not been, and during
the continuation of his or her service as Independent Director is not: (i) an
employee, director, officer, stockholder, partner, member or manager of the
Company or any of its Affiliates (other than his or her service as an
Independent Director or a Special Member of the Company or any of its Affiliates
and excluding de minimus capital stock and other equity interests), (ii) a
creditor, supplier or contractor of the Company or any of its Affiliates, (iii)
a person who controls (whether directly or indirectly) the Company or its
Affiliates or any employee, director, officer, stockholder, partner, member,
manager, creditor, supplier or contractor of the Company or any of its

                                       2



Affiliates or (iv) any member of the immediate family of a person described in
clause (i), (ii) or (iii).

     An individual who otherwise satisfies the foregoing shall not be
disqualified from serving as an Independent Director of the Company if such
individual is at the time of initial appointment, or at any time while serving
as an Independent Director of the Company, an Independent Director or a Special
Member of a Special Purpose Entity affiliated with the Company or the Member.
For purposes of this paragraph only, a "Special Purpose Entity" is an entity
whose organizational documents contain restrictions on its activities and impose
requirements intended to preserve its separateness that are substantially
similar to those of the Company, and provide, inter alia, that it (a) is
organized for a limited purpose; (b) has restrictions on its ability to incur
indebtedness, dissolve, liquidate, consolidate, merge or sell assets; (c) may
not file voluntarily a bankruptcy petition on its own behalf (or on behalf of
certain Affiliates) without the consent of the Independent Director(s); and (d)
shall conduct itself (or cause certain Affiliates to conduct themselves) in
accordance with certain "separateness covenants", including the maintenance of
books, records, bank accounts and assets separate from those of any other
Person.

     "Management Agreement" means the agreement of the Directors substantially
in the form attached hereto as Exhibit B. The Management Agreement shall be
deemed incorporated into, and as part of, this Agreement.

     "Material Action" means (i) to consolidate or merge the Company with or
into any Person, (ii) to sell all or substantially all of the assets of the
Company, (iii) to institute proceedings to have the Company be adjudicated
bankrupt or insolvent, (iv) to consent to the institution of Bankruptcy
proceedings against the Company or to file a petition seeking, or consent to,
reorganization or relief with respect to the Company under any applicable
federal or state law relating to Bankruptcy, (v) to consent to the appointment
of a receiver, liquidator, assignee, trustee, sequestrator (or other similar
official) of the Company or a substantial part of its property, (vi) to make any
assignment for the benefit of creditors of the Company, (vii) to admit in
writing the Company's inability to pay its debts generally as they become due or
(viii) to take action in furtherance of any such action, or, to the fullest
extent permitted by law, to dissolve or liquidate the Company.

     "Member" means CarMax, as the initial member of the Company, and includes
any Person admitted as an additional member of the Company or a substitute
member of the Company pursuant to the provisions of this Agreement, each in its
capacity as a member of the Company; provided, however, the term "Member" shall
not include any Special Member.

     "Obligation" means the indebtedness, liabilities and obligations of the
Company under or in connection with this Agreement, the other Basic Documents or
any related document in effect as of any date of determination.

     "Officer" means an officer of the Company described in Section 4.12.

     "Officer's Certificate" means a certificate signed by an Officer who is
authorized to act for the Company in matters relating to the Company.

                                       3



     "Person" means any legal person, including any individual, corporation,
partnership, joint venture, association, limited liability company, limited
liability partnership, joint stock company, trust, business trust, bank, trust
company, estate (including any beneficiaries thereof), unincorporated
organization or other organization whether or not a legal entity, or any
government or any agency or political subdivision thereof.

     "Rating Agency" means each nationally recognized rating agency that has
rated any Securities that have been issued and are outstanding pursuant to any
transfer agreement, servicing agreement, indenture, trust agreement or other
similar agreement entered into by the Company or any of its Affiliates.

     "Rating Agency Condition" means, with respect to any action, that each
Rating Agency shall have been given prior notice thereof and that each of the
Rating Agencies shall have notified the Company that such action will not result
in a reduction, qualification or withdrawal of its then-current rating by such
Rating Agency of any Securities.

     "Securities" has the meaning set forth in Section 3.01(c).

     "Securitization Trust" has the meaning set forth in Section 3.01(c).

     "Special Member" means, upon such person's admission to the Company as a
member of the Company pursuant to Section 2.04(c), a person acting as
Independent Director, in such person's capacity as a member of the Company. A
Special Member shall only have the rights and duties expressly set forth in this
Agreement.

     Section 1.02. Other Definitional Provisions.

     (a) For all purposes of this Agreement, except as otherwise expressly
provided or unless the context otherwise requires, (i) terms used herein
include, as appropriate, all genders and the plural as well as the singular,
(ii) references to words such as "herein", "hereof" and the like shall refer to
this Agreement as a whole and not to any particular part, article or section
within this Agreement, (iii) references to a section such as "Section 1.01", an
article such as "Article One" and the like shall refer to the applicable Section
or Article of this Agreement, (iv) the term "include" and all variations thereof
shall mean "include without limitation" and (v) the term "or" shall include
"and/or".

     (b) As used in this Agreement and in any certificate or other document made
or delivered pursuant hereto or thereto, accounting terms not defined in this
Agreement or in any such certificate or other document, and accounting terms
partly defined in this Agreement or in any such certificate or other document to
the extent not defined, shall have the respective meanings given to them under
generally accepted accounting principles in effect from time to time. To the
extent that the definitions of accounting terms in this Agreement or in any such
certificate or other document are inconsistent with the meanings of such terms
under such generally accepted accounting principles, the definitions contained
in this Agreement or in any such certificate or other document shall control.

                                       4



                                  ARTICLE TWO

                             ORGANIZATION OF COMPANY

     Section 2.01. Name and Office. The name of the limited liability company
formed hereby is CarMax Auto Funding LLC, and its office shall be located at
4900 Cox Road, Suite 200, Glen Allen, Virginia 23060, or such other location as
may hereafter be determined by the Member.

     Section 2.02. Registered Office. The address of the registered office of
the Company in the State of Delaware is c/o Corporation Service Company, 2711
Centerville Road, Suite 400, Wilmington, County of New Castle, Delaware 19808.

     Section 2.03. Registered Agent. The name and address of the registered
agent of the Company for service of process on the Company in the State of
Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400,
Wilmington, County of New Castle, Delaware 19808.

     Section 2.04. Member.

     (a) The mailing address of the Member is set forth on Exhibit A. The Member
was admitted to the Company as a member of the Company upon its execution of a
counterpart signature page to this Agreement.

     (b) Subject to Section 4.10, the Member may act by written consent.

     (c) Upon the occurrence of any event that causes the Member to cease to be
a member of the Company (other than (i) upon an assignment by the Member of all
of its limited liability company interest in the Company and the admission of
the transferee pursuant to Sections 8.01 and 8.03 or (ii) the resignation of the
Member and the admission of an additional member of the Company pursuant to
Sections 8.02 and 8.03), each Person acting as an Independent Director pursuant
to Section 4.11 shall, without any action of any Person and simultaneously with
the Member ceasing to be a member of the Company, automatically be admitted to
the Company as a Special Member and shall continue the Company without
dissolution. No Special Member may resign from the Company or transfer its
rights as Special Member unless (i) a successor Special Member has been admitted
to the Company as Special Member by executing a counterpart to this Agreement
and (ii) such successor has also accepted its appointment as Independent
Director pursuant to Section 4.11; provided, however, each Special Member shall
automatically cease to be a member of the Company upon the admission to the
Company of a substitute Member. Each Special Member shall be a member of the
Company that has no interest in the profits, losses and capital of the Company
and has no right to receive any distributions of Company assets. Pursuant to
Section 18-301 of the Act, no Special Member shall be required to make any
capital contributions to the Company and shall not receive a limited liability
company interest in the Company. No Special Member, in its capacity as Special
Member, may bind the Company. Except as required by any mandatory provision of
the Act, a Special Member, in its capacity as Special Member, shall have no
right to vote on,

                                       5



approve or otherwise consent to any action by, or matter relating to, the
Company, including the merger, consolidation or conversion of the Company. In
order to implement the admission to the Company of the Special Members, each
person acting as an Independent Director pursuant to Section 4.11 shall execute
a counterpart to this Agreement. Prior to its admission to the Company as
Special Member, each person acting as an Independent Director pursuant to
Section 4.11 shall not be a member of the Company.

     Section 2.05. Execution, Delivery and Filing of Certificates. Peter E. Kane
is hereby designated as an "authorized person" within the meaning of the Act,
and has executed, delivered and filed the Certificate of Formation with the
Delaware Secretary of State. Upon the filing of the Certificate of Formation,
his powers as an "authorized person" ceased, and each Member thereupon became a
designated "authorized person" and shall continue as the designated "authorized
person" within the meaning of the Act. Each Member or an Officer shall execute,
deliver and file any other certificates (and any amendments or restatements
thereof) necessary for the Company to qualify to do business in Virginia and in
any other jurisdiction in which the Company may wish to conduct business.

     The existence of the Company as a separate legal entity shall continue
until cancellation of the Certificate of Formation as provided in the Act.

     Section 2.06. Execution of Instruments. All agreements, repurchase
agreements, reverse repurchase agreements, swap or forward agreements,
indentures, mortgages, deeds, conveyances, transfers, certificates,
declarations, receipts, discharges, releases, satisfactions, settlements,
petitions, schedules, accounts, affidavits, bonds, undertakings, proxies, tax
returns and reports, and other instruments or documents may be signed, executed,
acknowledged, verified, delivered or accepted on behalf of the Company by the
President, any Vice President, any Assistant Vice President, or the Secretary or
any Assistant Secretary; provided, however, that where required, any such
instrument shall be attested by one of such Officers other than the Officer
executing such instrument. Any such instruments may also be executed,
acknowledged, verified, delivered or accepted on behalf of the Company in such
other manner and by such other Officers as the Board of Directors may from time
to time direct. The provisions of this Section are supplementary to any other
provisions of this Agreement. Except as may otherwise be required by law, any
such agreements, repurchase agreements, reverse repurchase agreements, swap or
forward agreements, indentures, mortgages, deeds, conveyances, transfers,
certificates, declarations, receipts, discharges, releases, satisfactions,
settlements, petitions, schedules, accounts, affidavits, bonds, undertakings,
proxies and other instruments or documents executed and delivered as described
above shall be binding on the Company and shall be deemed to be authorized by
the Board of Directors.

                                       6



                                 ARTICLE THREE

                                    PURPOSES

     Section 3.01. Purposes. The purpose to be conducted or promoted by the
Company is to engage in the following activities:

          (a) to acquire, lease, own, hold, sell, transfer, convey, dispose of,
     pledge, assign, borrow money against, grant a security interest in,
     finance, refinance or otherwise deal with, publicly or privately and
     whether with unrelated third parties or with affiliated entities,
     automotive installment sale contracts and service contracts originated or
     acquired by CarMax or its Affiliates or interests therein, the related
     motor vehicles or interests therein and the related documentation and
     monies due or to become due thereunder, proceeds from claims on insurance
     policies related thereto and all related rights and the proceeds of any of
     the foregoing (collectively, the "Assets");

          (b) to perform its obligations under the Basic Documents;

          (c) to act as settlor or grantor of one or more trusts or special
     purpose entities (each, a "Securitization Trust") formed pursuant to a
     trust agreement or other agreement, which Securitization Trust may issue
     one or more series or classes of certificates, bonds, notes or other
     evidences of interest or indebtedness (collectively, "Securities") secured
     by or representing beneficial interests in the Assets;

          (d) to acquire Securities or other property of a Securitization Trust
     (including remainder interests in collateral or reserve accounts) or any
     interest in any of the foregoing;

          (e) to cause the issuance of, authorize, sell and deliver Securities
     or other instruments secured or collateralized by Securities;

          (f) to own equity interests in other limited liability companies or
     partnerships whose purposes are substantially restricted to those described
     in clauses (a) through (e) above;

          (g) to borrow money other than pursuant to clause (a) above, but only
     to the extent that such borrowing is permitted by the terms of the
     transactions contemplated by clauses (a) through (f) above;

          (h) to loan or otherwise invest funds received as a result of the
     Company's interest in any Securitization Trust or Securities and any other
     income, as determined by the Member from time to time; and

          (i) to (i) negotiate, authorize, execute, deliver or assume or perform
     the obligations under any agreement, instrument or document relating to the
     activities set forth in clauses (a) through (h) above, including the Basic
     Documents and (ii) engage in

                                       7



     any lawful act or activity and to exercise any powers permitted to limited
     liability companies organized under the laws of the State of Delaware that
     are incidental to and necessary, convenient or advisable for the
     accomplishment of the above-mentioned purposes, including the entering into
     of (A) interest rate or basis swap, cap, floor or collar agreements,
     currency exchange agreements or similar hedging transactions, (B) any
     agreement providing for the funding of any amount due under any of the
     Securities through direct borrowings, letters of credit, insurance or
     otherwise and (C) referral, management, servicing and administration
     agreements.

     Section 3.02. Powers.

     (a) The Company, and the Member or any Director or Officer on behalf of the
Company, may enter into and perform the Basic Documents and all documents,
agreements, certificates or financing statements contemplated thereby or related
thereto, all without any further act, vote or approval of any Member, Director,
Officer or other Person notwithstanding any other provision of this Agreement,
the Act or applicable law, rule or regulation. The foregoing authorization shall
not be deemed a restriction on the powers of the Member or any Director or
Officer to enter into other agreements on behalf of the Company.

     (b) Subject to Section 4.10, the Company, and the Board of Directors and
the Officers on behalf of the Company, shall have and exercise (i) all powers
necessary, convenient or incidental to accomplish its purposes as set forth in
Section 3.01 (including all tax matters) and (ii) all of the powers and rights
conferred upon limited liability companies formed pursuant to the Act.

                                       8



                                  ARTICLE FOUR

                                   MANAGEMENT

     Section 4.01. Board of Directors. Subject to Section 4.10, the business and
affairs of the Company shall be managed by or under the direction of a Board of
one or more Directors designated by the Member. Subject to Section 4.11, the
Member may determine at any time in its sole and absolute discretion the number
of Directors to constitute the Board. The authorized number of Directors may be
increased or decreased by the Member at any time in its sole and absolute
discretion, upon notice to all Directors, and subject in all cases to the
requirement pursuant to Section 4.11 that as long as any Obligation is
outstanding, the Company shall have at least two Independent Directors. The
initial number of Directors shall be five, two of which shall be Independent
Directors pursuant to Section 4.11. Each Director elected, designated or
appointed by the Member shall hold office until a successor is elected and
qualified or until such Director's earlier death, resignation, expulsion or
removal. Each Director shall execute and deliver the Management Agreement.
Directors need not be Members. The Initial Directors designated by the Member
are listed on Exhibit C hereto.

     Section 4.02. Powers. Subject to Section 4.10, the Board of Directors shall
have the power to do any and all acts necessary, convenient or incidental to or
for the furtherance of the purposes described herein, including all powers,
statutory or otherwise. Subject to Section 3.01, the Board of Directors has the
authority to bind the Company.

     Section 4.03. Meeting of the Board of Directors. The Board of Directors of
the Company may hold meetings, both regular and special, within or outside the
State of Delaware. Regular meetings of the Board may be held without notice at
such time and at such place as shall from time to time be determined by the
Board. Special meetings of the Board may be called by the President on not less
than one day's notice to each Director by telephone, facsimile, mail, telegram
or any other means of communication, and special meetings shall be called by the
President or Secretary in such manner and with such notice upon the written
request of any one or more of the Directors.

     Section 4.04. Quorum; Acts of the Board. At all meetings of the Board, a
majority of the Directors shall constitute a quorum for the transaction of
business and, except as otherwise provided in any other provision of this
Agreement, the act of a majority of the Directors present at any meeting at
which there is a quorum shall be the act of the Board. If a quorum shall not be
present at any meeting of the Board, the Directors present at such meeting may
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present. Any action required or permitted
to be taken at any meeting of the Board or of any committee thereof may be taken
without a meeting if all members of the Board or committee, as the case may be,
consent thereto in writing, and the writing or writings are filed with the
minutes of proceedings of the Board or committee, as the case may be.

     Section 4.05. Electronic Communications. Members of the Board, or any
committee designated by the Board, may participate in meetings of the Board, or
any committee, by means

                                       9



of telephone conference or similar communications equipment that allows all
Persons participating in the meeting to hear each other, and such participation
in a meeting shall constitute presence in Person at the meeting. If all the
participants are participating by telephone conference or similar communications
equipment, the meeting shall be deemed to be held at the principal place of
business of the Company.

     Section 4.06. Committees of Directors.

     (a) The Board may, by resolution passed by a majority of the whole Board,
designate one or more committees, each committee to consist of one or more
Directors. The Board may designate one or more Directors as alternate members of
any committee, who may replace any absent or disqualified member at any meeting
of the committee.

     (b) In the absence or disqualification of a member of a committee, the
member or members thereof present at any meeting and not disqualified from
voting, whether or not such members constitute a quorum, may unanimously appoint
another member of the Board to act at the meeting in the place of any such
absent or disqualified member.

     (c) Any such committee, to the extent provided in the resolution of the
Board, and subject to, in all cases, Sections 4.10 and 4.11, shall have and may
exercise all the powers and authority of the Board in the management of the
business and affairs of the Company. Such committee or committees shall have
such name or names as may be determined from time to time by resolution adopted
by the Board. Each committee shall keep regular minutes of its meetings and
report the same to the Board when required.

     Section 4.07. Compensation of Directors; Expenses. The Board shall have the
authority to fix the compensation of Directors. The Directors may be paid their
expenses, if any, of attendance at meetings of the Board, which may be a fixed
sum for attendance at each meeting of the Board or a stated salary as Director.
No such payment shall preclude any Director from serving the Company in any
other capacity and receiving compensation therefor. Members of special or
standing committees may be allowed like compensation for attending committee
meetings.

     Section 4.08. Removal of Directors. Unless otherwise restricted by law, any
Director or the entire Board of Directors may be removed or expelled, with or
without cause, at any time by the Member, and, subject to Section 4.11, any
vacancy caused by any such removal or expulsion may be filled by action of the
Member.

     Section 4.09. Directors as Agents. To the extent of their powers set forth
in this Agreement and subject to Section 4.10, the Directors are agents of the
Company for the purpose of the Company's business, and the actions of the
Directors taken in accordance with such powers set forth in this Agreement shall
bind the Company. Notwithstanding the last sentence of Section 18-402 of the
Act, except as provided in this Agreement or in a resolution of the Directors, a
Director may not bind the Company.

                                       10



     Section 4.10. Limitations on the Company's Activities.

     (a) This Section is being adopted in order to comply with certain
provisions required in order to qualify the Company as a "special purpose"
entity.

     (b) The Member shall not, so long as any Obligation is outstanding, amend,
alter, change or repeal the definition of "Independent Director", Article One or
Sections 2.04(c), 3.01, 3.02, 4.01, 4.02, 4.03, 4.05, 4.06, 4.07, 4.08, 4.09,
4.10, 4.11, 5.04, 7.01, 8.01, 8.02, 8.03, 8.04, 8.05, 9.01 or 9.02 of this
Agreement without the unanimous written consent of the Board (including all
Independent Directors) and the satisfaction of the Rating Agency Condition.
Subject to this Section, the Member reserves the right to amend, alter, change
or repeal any provisions contained in this Agreement in accordance with Section
9.01.

     (c) Notwithstanding any other provision of this Agreement and any provision
of law that otherwise so empowers the Company, the Member, the Board, any
Officer or any other Person, so long as any Obligation is outstanding, neither
the Member nor the Board nor any Officer nor any other Person shall be
authorized or empowered, nor shall they permit the Company, without the prior
unanimous written consent of the Member and the entire Board (including all
Independent Directors), to take any Material Action; provided, however, that the
Board may not vote on, or authorize the taking of, any Material Action, unless
there are at least two Independent Directors then serving in such capacity.

     (d) The Board and the Member shall cause the Company to do or cause to be
done all things necessary to preserve and keep in full force and effect its
existence, rights (charter and statutory) and franchises; provided, however,
that the Company shall not be required to preserve any such right or franchise
if: (i) the Board shall determine that the preservation thereof is no longer
desirable for the conduct of its business and that the loss thereof is not
disadvantageous in any material respect to the Company and (ii) the Rating
Agency Condition is satisfied. The Board also shall cause the Company:

          (1) to maintain its own separate books and records and bank accounts;

          (2) at all times to hold itself out to the public and all other
     Persons as a legal entity separate from the Member and any other Person;

          (3) to have a Board of Directors separate from that of the Member and
     any other Person;

          (4) to file its own tax returns, if any, as may be required under
     applicable tax law, to the extent (A) the Company is not part of a
     consolidated group filing a consolidated return or returns or (B) the
     Company is not treated as a division for tax purposes of another taxpayer,
     or authorize CarMax to file on its behalf as agent such tax returns and
     reports, and make any elections required or allowed under such applicable
     tax law, and to pay or to have CarMax pay on its behalf as agent any taxes
     so required to be paid under applicable law;

          (5) except as contemplated by the Basic Documents, not to commingle
     its assets with assets of any other Person;

                                       11



          (6) to conduct its business in its own name and strictly comply with
     all organizational formalities to maintain its separate existence;

          (7) to maintain separate financial statements;

          (8) to pay its own liabilities only out of its own funds; provided,
     however, that CarMax may pay certain of the organizational expenses of the
     Company and certain expenses relating to the documentation of the Company's
     financing activities;

          (9) to maintain an arm's length relationship with its Affiliates and
     the Member;

          (10) to pay the salaries of its own employees, if any;

          (11) except as otherwise contemplated by the Basic Documents, not to
     guarantee or become obligated for the debts of others or hold out its
     credit or assets as being available to satisfy the obligations of others;

          (12) to allocate fairly and reasonably any overhead for shared office
     space;

          (13) to use separate stationery, invoices and checks;

          (14) except as otherwise contemplated by the Basic Documents, not to
     pledge its assets for the benefit of any other Person;

          (15) to correct any known misunderstanding regarding its separate
     identity;

          (16) to maintain adequate capital in light of its contemplated
     business purposes, transactions and liabilities;

          (17) to cause the Board to meet at least annually or act pursuant to
     written consent and keep minutes of such meetings and actions and observe
     all other Delaware limited liability company formalities;

          (18) not to acquire any securities of the Member;

          (19) not to take any action if, as a result of such action, the
     Company would be required to register as an investment company under the
     Investment Company Act of 1940, as amended; and

          (20) to cause its Directors, Officers, agents and other
     representatives to act at all times with respect to the Company
     consistently and in furtherance of the foregoing and in the best interests
     of the Company.

Failure of the Company, or the Member or Board on behalf of the Company, to
comply with any of the foregoing covenants or any other covenants contained in
this Agreement shall not affect the status of the Company as a separate legal
entity or the limited liability of the Member or the Directors.

                                       12



     (e) So long as any Obligation is outstanding, the Board shall not cause or
permit the Company to:

          (1) except as contemplated in the Basic Documents, guarantee any
     obligation of any Person, including any Affiliate;

          (2) engage, directly or indirectly, in any business other than the
     activities required or permitted to be performed under Article Three, the
     Basic Documents or this Section;

          (3) incur, create or assume any indebtedness other than as expressly
     permitted under Article Three, the Basic Documents or this Section;

          (4) make or permit to remain outstanding any loan or advance to, or
     own or acquire any stock or securities of, any Person, except that the
     Company may invest in those investments permitted under Article Three, the
     Basic Documents or this Section and may make any advance required or
     expressly permitted to be made pursuant to any provision of Article Three,
     the Basic Documents or this Section and permit the same to remain
     outstanding in accordance with such provisions;

          (5) to the fullest extent permitted by law, engage in any dissolution,
     liquidation, consolidation, merger, asset sale or transfer of ownership
     interests other than such activities as are expressly permitted pursuant to
     any provision of Article Three, the Basic Documents or this Section; or

          (6) except as contemplated by Article Three or the Basic Documents,
     form, acquire or hold any subsidiary (whether a corporation, partnership,
     limited liability company or other entity).

     Section 4.11. Independent Directors. As long as any Obligation is
outstanding, the Member shall cause the Company at all times to have at least
two Independent Directors who will be appointed by the Member. To the fullest
extent permitted by law, including Section 18-1101(c) of the Act, the
Independent Directors shall consider only the interests of the Company,
including its respective creditors, in acting or otherwise voting on the matters
referred to in Section 4.10. No resignation or removal of an Independent
Director, and no appointment of a successor Independent Director, shall be
effective until such successor shall have (i) accepted his or her appointment as
an Independent Director by a written instrument, which may be a counterpart
signature page to the Management Agreement and (ii) executed a counterpart to
this Agreement as required by Section 2.04(c). In the event of a vacancy in the
position of Independent Director, the Member shall, as soon as practicable,
appoint a successor Independent Director. All right, power and authority of the
Independent Directors shall be limited to the extent necessary to exercise those
rights and perform those duties specifically set forth in this Agreement. Except
as provided in the second sentence of this Section, in exercising its rights and
performing its duties under this Agreement, each Independent Director shall have
a fiduciary duty of loyalty and care similar to that of a director of a business
corporation organized under the General Corporation Law of the State of
Delaware. No Independent Director shall at any time serve as trustee in
bankruptcy for any Affiliate of the Company.

                                       13



     Section 4.12. Officers.

     (a) Officers. The initial Officers shall be designated by the Member. The
additional or successor Officers shall be chosen by the Board and shall consist
of at least a President, a Secretary and a Treasurer. The Board of Directors may
also choose one or more Vice Presidents, Assistant Secretaries and Assistant
Treasurers. Any number of offices may be held by the same person. The Board may
appoint such other Officers and agents as it shall deem necessary or advisable
who shall hold their offices for such terms and shall exercise such powers and
perform such duties as shall be determined from time to time by the Board. The
salaries of all Officers and agents of the Company shall be fixed by or in the
manner prescribed by the Board. The Officers shall hold office until their
successors are chosen and qualified. Any Officer may be removed at any time,
with or without cause, by the affirmative vote of a majority of the Board. Any
vacancy occurring in any office of the Company shall be filled by the Board. The
initial Officers designated by the Member are listed on Exhibit D.

     (b) President. The President shall be the chief executive officer of the
Company, shall preside at all meetings of the Board, shall be responsible for
the general and active management of the business of the Company and shall see
that all orders and resolutions of the Board are carried into effect. The
President or any other Officer authorized by the President or the Board shall
execute all bonds, mortgages and other contracts, except (i) where required or
permitted by law or this Agreement to be otherwise signed and executed,
including Section 3.02(a), (ii) where signing and execution thereof shall be
expressly delegated by the Board to some other Officer or agent of the Company
and (iii) as otherwise permitted in Section 4.12(c).

     (c) Vice President. In the absence of the President or in the event of the
President's inability to act, the Vice President, if any (or in the event there
shall be more than one Vice President, the Vice Presidents in the order
designated by the Board, or in the absence of any designation, then in the order
of their election), shall perform the duties of the President, and when so
acting, shall have all the powers of and be subject to all the restrictions upon
the President. The Vice Presidents, if any, shall perform such other duties and
have such other powers as the Board may from time to time prescribe.

     (d) Secretary and Assistant Secretary. The Secretary shall be responsible
for filing legal documents, including for this purpose any tax returns and
reports, and maintaining records for the Company. The Secretary shall attend all
meetings of the Board and record all the proceedings of the meetings of the
Company and of the Board in a book to be kept for that purpose and shall perform
like duties for the standing committees when required. The Secretary shall give,
or shall cause to be given, notice of all meetings of the Member, if any, and
special meetings of the Board, and shall perform such other duties as may be
prescribed by the Board or the President, under whose supervision the Secretary
shall serve. The Assistant Secretary, or if there shall be more than one, the
Assistant Secretaries in the order determined by the Board (or if there be no
such determination, then in order of their election), shall, in the absence of
the Secretary or in the event of the Secretary's inability to act, perform the
duties and exercise the powers of the Secretary and shall perform such other
duties and have such other powers as the Board may from time to time prescribe.

                                       14



     (e) Treasurer and Assistant Treasurer. The Treasurer shall have the custody
of the Company funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Company and shall deposit
all monies and other valuable effects in the name and to the credit of the
Company in such depositories as may be designated by the Board. The Treasurer
shall disburse the funds of the Company as may be ordered by the Board, taking
proper vouchers for such disbursements, and shall render to the President and to
the Board, at its regular meetings or when the Board so requires, an account of
all of the Treasurer's transactions and of the financial condition of the
Company. The Assistant Treasurer, or if there shall be more than one, the
Assistant Treasurers in the order determined by the Board (or if there be no
such determination, then in the order of their election), shall, in the absence
of the Treasurer or in the event of the Treasurer's inability to act, perform
the duties and exercise the powers of the Treasurer and shall perform such other
duties and have such other powers as the Board may from time to time prescribe.

     (f) Officers as Agents. The Officers, to the extent of their powers set
forth in this Agreement or otherwise vested in them by action of the Board not
inconsistent with this Agreement, are agents of the Company for the purpose of
the Company's business and, subject to Section 4.10, the actions of the Officers
taken in accordance with such powers shall bind the Company.

     (g) Duties of Board and Officers. Except to the extent otherwise provided
herein, each Director and Officer shall have a fiduciary duty of loyalty and
care similar to that of directors and officers of business corporations
organized under the General Corporation Law of the State of Delaware.

                                       15



                                  ARTICLE FIVE

                CONTRIBUTIONS; PROFITS AND LOSSES; DISTRIBUTIONS

     Section 5.01. Capital Contributions. The Member has contributed to the
Company property of an agreed value as listed on Exhibit A hereto. In accordance
with Section 2.04(c), no Special Member shall be required to make any capital
contributions to the Company.

     Section 5.02. Additional Contributions. The Member is not required to make
any additional capital contribution to the Company. The Member, however, may
make additional capital contributions to the Company at any time. To the extent
that a Member makes an additional capital contribution to the Company, the
Member shall revise Exhibit A. The provisions of this Agreement, including this
Section, are intended to benefit the Member and the Special Members and, to the
fullest extent permitted by law, shall not be construed as conferring any
benefit upon any creditor of the Company (and no such creditor of the Company
shall be a third-party beneficiary of this Agreement) and the Member and the
Special Members shall not have any duty or obligation to any creditor of the
Company to make any contribution to the Company or to issue any call for capital
pursuant to this Agreement.

     Section 5.03. Allocation of Profits and Losses. The Company's profits and
losses shall be allocated to the Member.

     Section 5.04. Distributions. Distributions shall be made to the Member at
the times and in the aggregate amounts determined by the Board. Notwithstanding
any provision to the contrary contained in this Agreement, the Company shall not
be required to make a distribution to the Member on account of its interest in
the Company if such distribution would violate Section 18-607 of the Act, any
other applicable law or any Basic Document.

                                       16



                                  ARTICLE SIX

                           BOOKS AND RECORDS; REPORTS

     Section 6.01. Books and Records. The Board shall keep or cause to be kept
complete and accurate books of account and records with respect to the Company's
business. The books of the Company shall at all times be maintained by the
Board. The Member and its duly authorized representatives shall have the right
to examine the Company books, records and documents during normal business
hours. The Company, and the Board on behalf of the Company, shall not have the
right to keep confidential from the Member any information that the Board would
otherwise be permitted to keep confidential from the Member pursuant to Section
18-305(c) of the Act. The Company's books of account shall be kept using the
method of accounting determined by the Member. The Company's independent
auditor, if any, shall be an independent public accounting firm selected by the
Member.

     Section 6.02. Reports.

     (a) The Board shall use diligent efforts to cause to be prepared and
delivered to the Member, within 90 days after the end of each fiscal year, an
audited or unaudited report setting forth as of or for the end of such fiscal
year:

          (i)  a balance sheet of the Company;

          (ii) an income statement of the Company for such fiscal year; and

          (iii) a statement of the Member's capital account.

     (b) The Board shall, after the end of each fiscal year, use reasonable
efforts to cause the Company's accountants, if any, to prepare and transmit to
the Member as promptly as possible any such tax information in its possession as
may be reasonably necessary to enable the Member to prepare its federal, state
and local tax returns and reports relating to such fiscal year.

                                       17



                                 ARTICLE SEVEN

               EXCULPATION AND INDEMNIFICATION; LIMITED LIABILITY

     Section 7.01. Exculpation and Indemnification.

     (a) Neither the Member nor the Special Members nor any Officer, Director,
employee or agent of the Company nor any employee, representative, agent or
Affiliate of the Member or any Special Member (collectively, the "Covered
Persons") shall be liable to the Company or any other Person who has an interest
in or claim against the Company for any loss, damage or claim incurred by reason
of any act or omission performed or omitted by such Covered Person in good faith
on behalf of the Company and in a manner reasonably believed to be within the
scope of the authority conferred on such Covered Person by this Agreement,
except that a Covered Person shall be liable for any such loss, damage or claim
incurred by reason of such Covered Person's gross negligence or willful
misconduct.

     (b) To the fullest extent permitted by applicable law, a Covered Person
shall be entitled to indemnification from the Company for any loss, damage or
claim incurred by such Covered Person by reason of any act or omission performed
or omitted by such Covered Person in good faith on behalf of the Company and in
a manner reasonably believed to be within the scope of the authority conferred
on such Covered Person by this Agreement, except that no Covered Person shall be
entitled to be indemnified in respect of any loss, damage or claim incurred by
such Covered Person by reason of such Covered Person's gross negligence or
willful misconduct with respect to such acts or omissions. Notwithstanding the
foregoing, any indemnity under this Section by the Company shall be provided out
of and to the extent of Company assets only, and the Member and the Special
Members shall not have personal liability on account thereof, and so long as any
Obligation is outstanding, no indemnity payment from funds of the Company (as
distinct from funds from other sources, such as insurance) of any indemnity
under this Section shall be payable from amounts allocable to any other Person
pursuant to the Basic Documents.

     (c) To the fullest extent permitted by applicable law, reasonable expenses
(including legal fees) incurred by a Covered Person defending any claim, demand,
action, suit or proceeding shall, from time to time, be advanced by the Company
prior to the final disposition of such claim, demand, action, suit or proceeding
upon receipt by the Company of an undertaking by or on behalf of the Covered
Person to repay such amount if it shall be determined that the Covered Person is
not entitled to be indemnified as authorized in this Section.

     (d) A Covered Person shall be fully protected in relying in good faith upon
the records of the Company and upon such information, opinions, reports or
statements presented to the Company by any Person as to matters the Covered
Person reasonably believes are within such other Person's professional or expert
competence and who has been selected with reasonable care by or on behalf of the
Company, including information, opinions, reports or statements as to the value
and amount of the assets, liabilities or any other facts pertinent to the
existence and amount of assets from which distributions to the Member might
properly be paid.

                                       18



     (e) To the extent that, at law or in equity, a Covered Person has duties
(including fiduciary duties) and liabilities relating thereto to the Company or
to any other Covered Person, a Covered Person acting under this Agreement shall
not be liable to the Company or to any other Covered Person for its good faith
reliance on the provisions of this Agreement or any approval or authorization
granted by the Company or any other Covered Person. The provisions of this
Agreement, to the extent that they restrict the duties and liabilities of a
Covered Person otherwise existing at law or in equity, are agreed by the Member
and the Special Members to replace such other duties and liabilities of such
Covered Person.

     (f) The provisions of this Section shall survive any termination of this
Agreement.

     Section 7.02. Limited Liability. Except as otherwise expressly provided by
the Act, the debts, obligations and liabilities of the Company, whether arising
in contract, tort or otherwise, shall be the debts, obligations and liabilities
solely of the Company, and neither the Member, any Special Member nor any
Director shall be obligated personally for any such debt, obligation or
liability of the Company solely by reason of being a Member, Special Member or
Director of the Company.

     Section 7.03. Other Business. The Member, the Special Members and their
respective Affiliates may engage in or possess an interest in other business
ventures (unconnected with the Company) of every kind and description,
independently or with others. The Company shall not have any rights in or to
such independent ventures or the income or profits therefrom by virtue of this
Agreement.

                                       19



                                 ARTICLE EIGHT

                      ASSIGNMENT; RESIGNATION; DISSOLUTION

     Section 8.01. Assignments. Subject to Section 8.03, the Member may assign
in whole or in part its limited liability company interest in the Company. If
the Member transfers all of its limited liability company interest in the
Company pursuant to this Section, the transferee shall be admitted to the
Company as a member of the Company upon its execution of an instrument
signifying its agreement to be bound by the terms and conditions of this
Agreement, which instrument may be a counterpart signature page to this
Agreement. Such admission shall be deemed effective immediately prior to the
transfer and, immediately following such admission, the transferor Member shall
cease to be a member of the Company. Notwithstanding anything in this Agreement
to the contrary, any successor to the Member by merger or consolidation shall,
without further act, be a Member hereunder, and such merger or consolidation
shall not constitute an assignment for purposes of this Agreement and the
Company shall continue without dissolution.

     Section 8.02. Resignation. So long as any Obligation is outstanding, the
Member may not resign, except as permitted under the Basic Documents and if the
Rating Agency Condition is satisfied. If the Member is permitted to resign
pursuant to this Section, an additional member of the Company shall be admitted
to the Company, subject to Section 8.03, upon its execution of an instrument
signifying its agreement to be bound by the terms and conditions of this
Agreement, which instrument may be a counterpart signature page to this
Agreement. Such admission shall be deemed effective immediately prior to the
resignation and, immediately following such admission, the resigning Member
shall cease to be a member of the Company.

     Section 8.03. Admission of Additional Members. One or more additional
members of the Company may be admitted to the Company with the written consent
of the Member; provided, however, that so long as any Obligation remains
outstanding, no additional Member may be admitted to the Company unless the
Rating Agency Condition is satisfied.

     Section 8.04. Dissolution.

     (a) Subject to Section 4.10, the Company shall be dissolved, and its
affairs shall be wound up upon the first to occur of the following: (i) the
termination of the legal existence of the last remaining member of the Company
or the occurrence of any other event which terminates the continued membership
of the last remaining member of the Company in the Company unless the business
of the Company is continued in a manner permitted by this Agreement or the Act
or (ii) the entry of a decree of judicial dissolution under Section 18-802 of
the Act. Upon the occurrence of any event that causes the last remaining member
of the Company to cease to be a member of the Company, to the fullest extent
permitted by law, the personal representative of such member is hereby
authorized to, and shall, within 90 days after the occurrence of the event that
terminated the continued membership of such Member in the Company, agree in
writing to continue the Company and to the admission of the personal
representative or its nominee or designee, as the case may be, as a substitute
member of the

                                       20



Company, effective as of the occurrence of the event that terminated the
continued membership of the last remaining Member of the Company in the Company.

     (b) Notwithstanding any other provision of this Agreement, (i) the
Bankruptcy of the Member or a Special Member shall not cause the Member or
Special Member, as the case may be, to cease to be a member of the Company and
upon the occurrence of such an event, the business of the Company shall continue
without dissolution and (ii) each of the Member and each Special Member waives
any right it might have to agree in writing to dissolve the Company upon the
Bankruptcy of the Member or a Special Member, or the occurrence of an event that
causes the Member or a Special Member to cease to be a member of the Company.

     (c) In the event of dissolution, the Company shall conduct only such
activities as are necessary to wind up its affairs (including the sale of the
assets of the Company in an orderly manner), and the assets of the Company shall
be applied in the manner, and in the order of priority, set forth in Section
18-804 of the Act.

     (d) The Company shall terminate when (i) all of the assets of the Company,
after payment of or due provision for all debts, liabilities and obligations of
the Company, shall have been distributed to the Member in the manner provided
for in this Agreement and (ii) the Certificate of Formation shall have been
canceled in the manner required by the Act.

     Section 8.05. Waiver of Partition; Nature of Interest. Except as otherwise
expressly provided in this Agreement, to the fullest extent permitted by law,
each of the Member and the Special Members hereby irrevocably waives any right
or power that such Person might have to cause the Company or any of its assets
to be partitioned, to cause the appointment of a receiver for all or any portion
of the assets of the Company, to compel any sale of all or any portion of the
assets of the Company pursuant to any applicable law or to file a complaint or
to institute any proceeding at law or in equity to cause the dissolution,
liquidation, winding up or termination of the Company. The Member shall not have
any interest in any specific assets of the Company, and the Member shall not
have the status of a creditor with respect to any distribution pursuant to
Section 5.04. The interest of the Member in the Company is personal property.

                                       21



                                  ARTICLE NINE

                                  MISCELLANEOUS

     Section 9.01. Amendments. Subject to Section 4.10, this Agreement may be
modified, altered, supplemented or amended pursuant to a written agreement
executed and delivered by the Member; provided, however, that no such
modification, alteration, supplement or amendment may be made so long as any
Obligation is outstanding, unless the Rating Agency Condition is satisfied
except: (i) to cure any ambiguity or (ii) to convert or supplement any provision
in a manner consistent with the intent of this Agreement and the other Basic
Documents.

     Section 9.02. Benefits of Agreement; No Third-Party Rights. None of the
provisions of this Agreement shall be for the benefit of or enforceable by any
creditor of the Company or by any creditor of the Member or any Special Member.
Nothing in this Agreement shall be deemed to create any right in any Person
(other than Covered Persons) not a party hereto, and this Agreement shall not be
construed in any respect to be a contract in whole or in part for the benefit of
any third Person (except as provided in Section 9.05).

     Section 9.03. Severability of Provisions. Each provision of this Agreement
shall be considered severable and if for any reason any provision or provisions
herein are determined to be invalid, unenforceable or illegal under any existing
or future law, such invalidity, unenforceability or illegality shall not impair
the operation of or affect those portions of this Agreement which are valid,
enforceable and legal.

     Section 9.04. Entire Agreement. This Agreement constitutes the entire
agreement of the parties with respect to the subject matter hereof.

     Section 9.05. Binding Agreement. Notwithstanding any other provision of
this Agreement, the Member agrees that this Agreement constitutes a legal, valid
and binding agreement of the Member, and is enforceable against the Member by
the Independent Directors, in accordance with its terms. In addition, the
Independent Directors shall be intended beneficiaries of this Agreement.

     Section 9.06. Governing Law. This Agreement shall be governed by and
construed under the laws of the State of Delaware (without regard to applicable
conflict of laws principles), all rights and remedies being governed by such
laws.

     Section 9.07. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original of this Agreement and
all of which together shall constitute one and the same instrument.

     Section 9.08. Notices. Any notices required to be delivered hereunder shall
be in writing and personally delivered, mailed or sent by telecopy, electronic
mail or other similar form of rapid transmission, and shall be deemed to have
been duly given upon receipt, in the case of (i) the Company, to the Company at
its address in Section 2.01, (ii) the Member, to the Member

                                       22



at its address as listed on Exhibit A hereto and (iii) either of the foregoing,
at such other address as may be designated by written notice to the other party.

     Section 9.09. Effectiveness. Pursuant to Section 18-201(d) of the Act, this
Agreement shall be effective as of the time of the filing of the Certificate of
Formation with the Office of the Delaware Secretary of State on August 6, 2003.

                                       23



     IN WITNESS WHEREOF, the parties hereto, intending to be legally bound
hereby, have caused this Agreement to be duly executed as of the day and year
first above written.

                                             CARMAX AUTO SUPERSTORES, INC.,
                                             as Member


                                             By: /s/ Keith D. Browning
                                                 -------------------------------
                                             Name: Keith D. Browning
                                             Title: Executive Vice President and
                                                    Chief Financial Officer


                                             SPECIAL MEMBERS:


                                             /s/ Andrew L. Stidd
                                             -----------------------------------
                                             Andrew L. Stidd


                                             /s/ Bernard J. Angelo
                                             -----------------------------------
                                             Bernard J. Angelo

                                       24



                                                                       EXHIBIT A

                MEMBER; CAPITAL CONTRIBUTION; MEMBERSHIP INTEREST



                                                   Agreed Value of
      Name                Mailing Address        Capital Contribution   Membership Interest
- -----------------   --------------------------   --------------------   -------------------
                                                                       
CarMax Auto         4900 Cox Road                       $1,000                  100%
Superstores, Inc.   Glen Allen, Virginia 23060


                                       A-1



                                                                       EXHIBIT B

                              MANAGEMENT AGREEMENT

                                 August 6, 2003

CarMax Auto Funding LLC
4900 Cox Road, Suite 200
Glen Allen, Virginia 23060

                             CarMax Auto Funding LLC
                              Management Agreement

Dear Sirs:

     For good and valuable consideration, each of the undersigned (each, a
"Person"), who have been designated as Directors or Officers, as applicable, of
CarMax Auto Funding LLC, a Delaware limited liability company (the "Company"),
in accordance with the Limited Liability Company Agreement of the Company, dated
as of August 6, 2003 (as it may be amended or restated from time to time, the
"LLC Agreement"), hereby agree as follows:

     1. Each of the undersigned accepts such Person's rights and authority as a
Director under the LLC Agreement and agrees to perform and discharge such
Person's duties and obligations as a Director under the LLC Agreement, and
further agrees that such rights, authorities, duties and obligations under the
LLC Agreement shall continue until such Person's successor as a Director is
designated or until such Person's resignation or removal as a Director in
accordance with the LLC Agreement. Each of the undersigned agrees and
acknowledges that it has been designated as a "manager" of the Company within
the meaning of the Delaware Limited Liability Company Act.

     2. Each of the undersigned accepts such Person's rights and authority as an
Officer under the LLC Agreement and agrees to perform and discharge such
Person's duties and obligations as an Officer under the LLC Agreement, and
further agrees that such rights, authorities, duties and obligations under the
LLC Agreement shall continue until such Person's successor as such Officer is
designated or until such Person's resignation or removal as an Officer in
accordance with the LLC Agreement.

     3. So long as any Obligation is outstanding, each of the undersigned
agrees, solely in its capacity as a creditor of the Company on account of any
indemnification or other payment owing to the undersigned by the Company, not to
acquiesce, petition or otherwise invoke or cause the Company to invoke the
process of any court or governmental authority for the purpose of commencing or
sustaining a case against the Company under any federal or state bankruptcy,
insolvency or similar law or appointing a receiver, liquidator, assignee,
trustee, custodian, sequestrator or other similar official of the Company or any
substantial part of the property of the Company, or ordering the winding up or
liquidation of the affairs of the Company.

                                       B-1



     4. THIS MANAGEMENT AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, AND ALL RIGHTS AND REMEDIES
SHALL BE GOVERNED BY SUCH LAWS WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF
LAWS.

     Capitalized terms used herein that are not otherwise defined herein shall
have the meanings ascribed thereto in the LLC Agreement.

     This Management Agreement may be executed in any number of counterparts,
each of which shall be deemed an original of this Management Agreement and all
of which together shall constitute one and the same instrument.

     IN WITNESS WHEREOF, the undersigned have executed this Management Agreement
as of the day and year first above written.


                                             -----------------------------------
                                                       Keith D. Browning


                                             -----------------------------------
                                                       Stuart A. Heaton


                                             -----------------------------------
                                                       Thomas W. Reedy


                                             -----------------------------------
                                                       Andrew L. Stidd


                                             -----------------------------------
                                                       Bernard J. Angelo


                                             -----------------------------------
                                                        Kim D. Orcutt


                                             -----------------------------------
                                                       James C. Wilson

                                       B-2



                                                                       EXHIBIT C

                                    DIRECTORS

1.   Keith D. Browning

2.   Stuart A. Heaton

3.   Thomas W. Reedy

4.   Andrew L. Stidd (Independent Director)

5.   Bernard J. Angelo (Independent Director)

                                       C-1



                                                                       EXHIBIT D

                                    OFFICERS

Name                                      Officer Title
- ----                                      -------------
Keith D. Browning                         President
Stuart A. Heaton                          Vice President and Secretary
Thomas W. Reedy                           Treasurer and Assistant Secretary
Kim D. Orcutt                             Vice President and Assistant Secretary
James C. Wilson                           Assistant Secretary

                                       D-1

EX-4.1.1

Exhibit 4.1.1 - Form of Trust Agreement


                            CARMAX AUTO FUNDING LLC,
                                  as Depositor,

                                       and

                             [____________________],
                                as Owner Trustee


                                   ----------


                      AMENDED AND RESTATED TRUST AGREEMENT
                        Dated as of [__________], 20[__]


                                   ----------



                                TABLE OF CONTENTS

                                                                            Page

                                    ARTICLE I
                                   DEFINITIONS

SECTION 1.1    Definitions.................................................... 1
SECTION 1.2    Other Definitional Provisions.................................. 4

                                   ARTICLE II
                            ORGANIZATION OF THE TRUST

SECTION 2.1    Name........................................................... 5
SECTION 2.2    Office......................................................... 5
SECTION 2.3    Purposes and Powers............................................ 5
SECTION 2.4    Appointment of Owner Trustee................................... 6
SECTION 2.5    Initial Capital Contribution of Owner Trust Estate............. 6
SECTION 2.6    Declaration of Trust........................................... 6
SECTION 2.7    Liability of Certificateholders................................ 6
SECTION 2.8    Title to Trust Property........................................ 6
SECTION 2.9    Situs of Trust................................................. 6
SECTION 2.10   Representations and Warranties of the Depositor................ 7
SECTION 2.11   Federal Income Tax Matters..................................... 8

                                   ARTICLE III
                     CERTIFICATES AND TRANSFER OF INTERESTS

SECTION 3.1    Initial Ownership.............................................. 9
SECTION 3.2    The Certificates............................................... 9
SECTION 3.3    Authentication of Certificates................................. 9
SECTION 3.4    Registration of Certificates; Transfer and Exchange of
               Certificates................................................... 9
SECTION 3.5    Mutilated, Destroyed, Lost or Stolen Certificates............. 10
SECTION 3.6    Persons Deemed Owners......................................... 11
SECTION 3.7    Access to List of Certificateholders' Names and Addresses..... 11
SECTION 3.8    Maintenance of Office or Agency............................... 12
SECTION 3.9    Appointment of Paying Agent................................... 12

                                   ARTICLE IV
                            ACTIONS BY OWNER TRUSTEE

SECTION 4.1    Prior Notice to Certificateholders with Respect to Certain
               Matters....................................................... 13
SECTION 4.2    Action by Certificateholders with Respect to Certain Matters.. 13
SECTION 4.3    Action by Certificateholders with Respect to Bankruptcy....... 14
SECTION 4.4    Restrictions on Certificateholders' Power..................... 14
SECTION 4.5    Majority Control.............................................. 14
SECTION 4.6    Certain Litigation Matters.................................... 14

                                       i



                                    ARTICLE V
                   APPLICATION OF TRUST FUNDS; CERTAIN DUTIES

SECTION 5.1    Establishment of Certificate Payment Account.................. 14
SECTION 5.2    Application of Trust Funds.................................... 14
SECTION 5.3    Method of Payment............................................. 15
SECTION 5.4    No Segregation of Monies; No Interest......................... 15
SECTION 5.5    Accounting and Reports to the Noteholders,
               Certificateholders, the Internal Revenue Service and Others... 16
SECTION 5.6    Signature on Returns; Tax Matters Partner..................... 16

                                   ARTICLE VI
                      AUTHORITY AND DUTIES OF OWNER TRUSTEE

SECTION 6.1    General Authority............................................. 16
SECTION 6.2    General Duties................................................ 17
SECTION 6.3    Action upon Instruction....................................... 17
SECTION 6.4    No Duties Except as Specified in this Agreement or in
               Instructions ................................................. 18
SECTION 6.5    No Action Except Under Specified Documents or Instructions.... 18
SECTION 6.6    Restrictions.................................................. 18

                                   ARTICLE VII
                           REGARDING THE OWNER TRUSTEE

SECTION 7.1    Acceptance of Trusts and Duties............................... 19
SECTION 7.2    Furnishing of Documents....................................... 20
SECTION 7.3    Representations and Warranties................................ 21
SECTION 7.4    Reliance; Advice of Counsel................................... 21
SECTION 7.5    Not Acting in Individual Capacity............................. 22
SECTION 7.6    Owner Trustee Not Liable for Certificates or Receivables...... 22
SECTION 7.7    Owner Trustee May Own Certificates and Notes.................. 22

                                  ARTICLE VIII
                COMPENSATION AND INDEMNIFICATION OF OWNER TRUSTEE

SECTION 8.1    Owner Trustee's Fees and Expenses............................. 22
SECTION 8.2    Indemnification............................................... 23
SECTION 8.3    Payments to the Owner Trustee................................. 23

                                   ARTICLE IX
                                   TERMINATION

SECTION 9.1    Termination of Trust Agreement................................ 23

                                       ii



                                    ARTICLE X
             SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES

SECTION 10.1   Eligibility Requirements for Owner Trustee.................... 24
SECTION 10.2   Resignation or Removal of Owner Trustee....................... 25
SECTION 10.3   Successor Owner Trustee....................................... 25
SECTION 10.4   Merger or Consolidation of Owner Trustee...................... 26
SECTION 10.5   Appointment of Co-Trustee or Separate Trustee................. 26

                                   ARTICLE XI
                                  MISCELLANEOUS

SECTION 11.1   Supplements and Amendments.................................... 28
SECTION 11.2   No Legal Title to Owner Trust Estate in Certificateholders.... 29
SECTION 11.3   Limitation on Rights of Others................................ 29
SECTION 11.4   Notices....................................................... 30
SECTION 11.5   Severability.................................................. 30
SECTION 11.6   Separate Counterparts......................................... 30
SECTION 11.7   Successors and Assigns........................................ 30
SECTION 11.8   Covenants of the Depositor.................................... 30
SECTION 11.9   No Petition................................................... 31
SECTION 11.10  No Recourse................................................... 31
SECTION 11.11  Headings...................................................... 31
SECTION 11.12  Governing Law................................................. 31
SECTION 11.13  Depositor Payment Obligation.................................. 31
SECTION 11.14  Certificates Nonassessable and Fully Paid..................... 31
SECTION 11.15  Ratification of Prior Actions................................. 31

                                    EXHIBITS

EXHIBIT A      Form of Certificate
EXHIBIT B      Form of Certificate of Trust

                                      iii



          AMENDED AND RESTATED TRUST AGREEMENT, dated as of [__________], 20[__]
(as amended, supplemented or otherwise modified and in effect from time to time,
this "Agreement"), between CARMAX AUTO FUNDING LLC, a Delaware limited liability
company, as depositor (the "Depositor"), and [____________________], a
[____________________], as owner trustee and not in its individual capacity (in
such capacity, the "Owner Trustee").

          WHEREAS, the CarMax Auto Owner Trust 20[__]-[__] was created on
[__________], 20[__] pursuant to (i) a Trust Agreement dated as of [__________],
20[__] between the Depositor and the Owner Trustee (the "Initial Trust
Agreement"), and (ii) the filing of a certificate of trust with the Secretary of
State of the State of Delaware on [__________], 20[__]; and

          WHEREAS, the Depositor and the Owner Trustee wish to amend and restate
the Initial Trust Agreement on the terms and conditions hereinafter set
forth;

          NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Depositor and the Owner
Trustee hereby agree as follows:

                                    ARTICLE I
                                   DEFINITIONS

          SECTION 1.1   Definitions. Except as otherwise specified herein or as
the context may otherwise require, the following terms shall have the respective
meanings set forth below for all purposes of this Agreement.

          "Accountants" shall have the meaning specified in Section 5.5.

          "CarMax" shall mean CarMax Auto Superstores, Inc., a Virginia
corporation, and its successors and assigns.

          "CarMax Funding" shall mean CarMax Auto Funding LLC, a Delaware
limited liability company, and its successors and assigns.

          "Certificate" shall mean a physical certificate evidencing the
beneficial interest of a Certificateholder in the Owner Trust Estate,
substantially in the form of Exhibit A to this Agreement. Such certificate shall
entitle the Holder thereof to distributions pursuant to this Agreement from
collections and other proceeds in respect of the Owner Trust Estate; provided,
however, that the Owner Trust Estate has been pledged to the Indenture Trustee
to secure payment of the Notes and that the rights of the Certificateholders to
receive distributions on the Certificates are subordinated to the rights of the
Noteholders as described in the Sale and Servicing Agreement and the Indenture.

          "Certificate of Trust" shall mean the Certificate of Trust in the form
of Exhibit B filed for the Trust pursuant to Section 3810(a) of the Statutory
Trust Statute.

          "Certificate Payment Account" shall have the meaning specified in
Section 5.1.



          "Certificate Percentage Interest" shall mean, with respect to a
Certificate, the percentage specified on such Certificate as the Certificate
Percentage Interest, which percentage represents the beneficial interest of such
Certificate in the Issuer. The initial Certificate Percentage Interest held by
the Seller shall be 100%.

          "Certificate Register" shall have the meaning specified in Section
3.4.

          "Certificate Registrar" shall have the meaning specified in Section
3.4.

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

          "Corporate Trust Office" shall mean the principal office of the Owner
Trustee at which at any particular time its corporate trust business shall be
administered, which office at date of execution of this Agreement is located at
[____________________], [____________________], Attention:
[____________________], or at such other address as the Owner Trustee may
designate from time to time by notice to the Certificateholders, the Indenture
Trustee, the Depositor and the Servicer, or the principal corporate trust office
of any successor Owner Trustee at the address designated by such successor Owner
Trustee by notice to the Certificateholders, the Indenture Trustee, the
Depositor and the Servicer.

          "Depositor" shall mean CarMax Funding in its capacity as depositor
under this Agreement.

          "ERISA" shall mean the Employee Retirement Income Security Act of
1974, as amended.

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

          "Expenses" shall have the meaning specified in Section 8.2.

          "Final Distribution Date" shall mean the [__________] 20[__]
Distribution Date.

          "Holder" or "Certificateholder" shall mean a Person in whose name a
Certificate is registered in the Certificate Register.

          "Indemnified Parties" shall have the meaning specified in Section 8.2.

          "Indenture" shall mean the Indenture, dated as of [__________],
20[__], between the Trust and the Indenture Trustee, as amended, supplemented or
otherwise modified and in effect from time to time.

          "Indenture Trustee" shall mean [____________________], a
[____________________], not in its individual capacity but solely as Indenture
Trustee under the Indenture, and any successor Indenture Trustee under the
Indenture.

                                       2



          "Owner Trust Estate" shall mean all right, title and interest of the
Trust in, to and under the property and rights assigned to the Trust pursuant to
Article II of the Sale and Servicing Agreement.

          "Owner Trustee" shall mean [____________________], a
[____________________], not in its individual capacity but solely as Owner
Trustee under this Agreement, and any successor Owner Trustee under this
Agreement.

          "Paying Agent" shall mean the Owner Trustee or any successor paying
agent or co-paying agent appointed pursuant to Section 3.9 who is authorized by
the Owner Trustee to make distributions from the Certificate Payment Account on
behalf of the Trust.

          "Plan" shall have the meaning specified in Section 3.4.

          "Plan Asset Regulation" shall mean 29 C.F.R. Section 2510.3-101 issued
by The United States Department of Labor concerning the definition of what
constitutes the assets of a Plan with respect to such Plan's investment in an
entity for purposes of the fiduciary responsibility provisions of Title I of
ERISA and Section 4975 of the Code.

          "PTCE 95-60" shall have the meaning specified in Section 3.4.

          "Rating Agency Condition" shall mean, with respect to any action, that
each Rating Agency shall have been given prior notice of such action and shall
have notified the Depositor and the Owner Trustee in writing that such action
will not result in a reduction or withdrawal of the then-current rating assigned
by such Rating Agency to any Class of Notes.

          "Record Date" shall mean, with respect to any Distribution Date, the
close of business on the Business Day preceding such Distribution Date.

          "Responsible Officer" shall mean (i) in the case of the Indenture
Trustee, any managing director, principal, vice president, assistant vice
president, assistant secretary, assistant treasurer or trust officer of the
Indenture Trustee or any other officer of the Indenture Trustee customarily
performing functions similar to those performed by any of the above designated
officers and, with respect to a particular corporate trust matter, any other
officer of the Indenture Trustee to whom such matter is referred because of such
officer's knowledge of and familiarity with the particular subject and (ii) in
the case of the Owner Trustee, any vice president, assistant vice president,
assistant secretary, assistant treasurer, trust officer or financial services
officer of the Owner Trustee or any other officer of the Owner Trustee
customarily performing functions similar to those performed by any of the above
designated officers and with direct responsibility for the administration of the
Trust and, with respect to a particular corporate trust matter, any other
officer of the Owner Trustee to whom such matter is referred because of such
officer's knowledge of and familiarity with the particular subject.

          "Sale and Servicing Agreement" shall mean the Sale and Servicing
Agreement, dated as of [__________], 20[__], by and among the Trust, the
Depositor and the Servicer, as amended, supplemented or otherwise modified and
in effect from time to time.

          "Secretary of State" shall mean the Secretary of State of the State of
Delaware.

                                       3



          "Securities Act" shall mean the Securities Act of 1933, as amended.

          "Statutory Trust Statute" shall mean Chapter 38 of Title 12 of the
Delaware Code, 12 Del. Code section 3801 et seq., as the same may be amended,
supplemented or otherwise modified and in effect from time to time.

          "Transfer" shall mean a sale, transfer, assignment, participation,
pledge or other disposition of a Certificate.

          "Treasury Regulations" shall mean regulations, including proposed or
temporary regulations, promulgated under the Code. All references herein to
specific provisions of proposed or temporary Treasury Regulations shall include
analogous provisions of final Treasury Regulations or other successor Treasury
Regulations.

          "Trust" shall mean the CarMax Auto Owner Trust 20[__]-[__] created as
a Delaware statutory trust pursuant to this Agreement and the filing of the
Certificate of Trust.

          SECTION 1.2   Other Definitional Provisions.

          (a)  Capitalized terms used herein and not otherwise defined herein
have the meanings assigned to them in the Sale and Servicing Agreement or, if
not defined therein, in the Indenture.

          (b)  All terms defined in this Agreement shall have the defined
meanings when used in any certificate or other document made or delivered
pursuant hereto unless otherwise defined therein.

          (c)  As used in this Agreement and in any certificate or other
documents made or delivered pursuant hereto or thereto, accounting terms not
defined in this Agreement or in any such certificate or other document, and
accounting terms partly defined in this Agreement or in any such certificate or
other document to the extent not defined, shall have the respective meanings
assigned to them under generally accepted accounting principles. To the extent
that the definitions of accounting terms in this Agreement or in any such
certificate or other document are inconsistent with the meanings of such terms
under generally accepted accounting principles, the definitions contained in
this Agreement or in any such certificate or other document shall control.

          (d)  The words "hereof," "herein" and "hereunder" and words of similar
import when used in this Agreement shall refer to this Agreement as a whole and
not to any particular provision of this Agreement. Article, Section and Exhibit
references contained in this Agreement are references to Articles, Sections and
Exhibits in or to this Agreement unless otherwise specified. The term
"including" shall mean "including without limitation."

          (e)  The definitions contained in this Agreement are applicable to the
singular as well as the plural forms of such terms and to the masculine as well
as to the feminine and neuter genders of such terms.

                                       4



          (f)  Any agreement, instrument or statute defined or referred to
herein or in any instrument or certificate delivered in connection herewith
means such agreement, instrument or statute as from time to time amended,
modified or supplemented and includes (in the case of agreements or instruments)
references to all attachments thereto and instruments incorporated therein.
References to a Person are also to its permitted successors and assigns.

                                   ARTICLE II
                            ORGANIZATION OF THE TRUST

          SECTION 2.1   Name. The Trust shall be known as "CarMax Auto Owner
Trust 20[__]-[__]," in which name the Owner Trustee may conduct the business of
the Trust, make and execute contracts and other instruments on behalf of the
Trust and sue and be sued on behalf of the Trust.

          SECTION 2.2   Office. The office of the Trust shall be in care of the
Owner Trustee at the Corporate Trust Office or at such other address as the
Owner Trustee may designate by written notice to the Certificateholders and the
Depositor.

          SECTION 2.3   Purposes and Powers. The purpose of the Trust is, and
the Trust shall have the power and authority, to engage solely in the following
activities:

               (i)   to issue the Notes pursuant to the Indenture and the
     Certificates pursuant to this Agreement, and to sell the Notes upon the
     written order of the Depositor;

               (ii)  to use the proceeds of the sale of the Notes, at the
     direction of the Depositor, to fund the Reserve Account, to pay the
     organizational, start-up and transactional expenses of the Trust and to pay
     the balance to the Seller pursuant to the Sale and Servicing Agreement;

               (iii) to pay interest on and principal of the Notes and to pay
     Excess Collections to the Certificateholders;

               (iv)  to assign, grant, transfer, pledge, mortgage and convey the
     Owner Trust Estate (other than the Certificate Payment Account and the
     proceeds thereof) to the Indenture Trustee pursuant to the Indenture;

               (v)   to enter into and perform its obligations under the
     Transaction Documents to which it is to be a party;

               (vi)  to engage in those activities, including entering into
     agreements, that are necessary, suitable or convenient to accomplish the
     foregoing or are incidental thereto or connected therewith; and

               (vii) subject to compliance with the Transaction Documents, to
     engage in such other activities as may be required in connection with
     conservation of the Owner Trust Estate and the making of distributions to
     the Noteholders and the Certificateholders.

                                       5



          The Trust is hereby authorized to engage in the foregoing activities.
The Trust shall not engage in any activity other than in connection with the
foregoing or other than as required or authorized by the terms of this Agreement
or the other Transaction Documents.

          SECTION 2.4   Appointment of Owner Trustee. The Depositor hereby
appoints the Owner Trustee as trustee of the Trust effective as of the date
hereof, to have all the rights, powers and duties set forth herein and in the
Statutory Trust Statute.

          SECTION 2.5   Initial Capital Contribution of Owner Trust Estate. The
Depositor has sold, assigned, transferred, conveyed and set over to the Owner
Trustee the sum of $1,000. The Owner Trustee hereby acknowledges receipt in
trust from the Depositor of such amount, which amount constituted the initial
Owner Trust Estate and was deposited in the Certificate Payment Account. The
Depositor shall pay organizational expenses of the Trust as they may arise or
shall, upon the request of the Owner Trustee, promptly reimburse the Owner
Trustee for any such expenses paid by the Owner Trustee.

          SECTION 2.6   Declaration of Trust. The Owner Trustee hereby declares
that it will hold the Owner Trust Estate in trust upon and subject to the
conditions set forth herein for the use and benefit of the Certificateholders,
subject to the obligations of the Trust under the Transaction Documents. It is
the intention of the parties hereto that (i) the Trust constitute a statutory
trust under the Statutory Trust Statute and that this Agreement constitute the
governing instrument of such statutory trust and (ii) solely for income and
franchise tax purposes, the Trust shall be treated (A) if it has one beneficial
owner, as a non-entity and (B) if it has more than one beneficial owner, as a
partnership, with the assets of the partnership being the Receivables and other
assets held by the Trust, the partners of the partnership being the
Certificateholders and the Notes constituting indebtedness of the partnership.
Unless otherwise required by the appropriate tax authorities, the Trust shall
file or cause to be filed annual or other necessary returns, reports and other
forms consistent with the characterization of the Trust either as a nonentity or
as a partnership for such tax purposes. Effective as of the date hereof, the
Owner Trustee shall have all rights, powers and duties set forth herein and in
the Statutory Trust Statute with respect to accomplishing the purposes of the
Trust. The parties have caused the filing of the Certificate of Trust with the
Secretary of State.

          SECTION 2.7   Liability of Certificateholders. The Certificateholders
shall be entitled to the same limitation of personal liability extended to
stockholders of private corporations organized under the general corporation law
of the State of Delaware.

          SECTION 2.8   Title to Trust Property. Legal title to the entirety of
the Owner Trust Estate shall be vested at all times in the Trust as a separate
legal entity, except where applicable law in any jurisdiction requires title to
any part of the Owner Trust Estate to be vested in a trustee or trustees, in
which case title shall be deemed to be vested in the Owner Trustee, a co-trustee
and/or a separate trustee, as the case may be.

          SECTION 2.9   Situs of Trust. The Trust shall be located and
administered in the State of Delaware or the State of New York. All bank
accounts maintained by the Owner Trustee on behalf of the Trust shall be located
in the State of Delaware or the State of New York. The Trust shall not have any
employees in any state other than the State of Delaware; provided,

                                       6



however, that nothing herein shall restrict or prohibit the Owner Trustee from
having employees within or without the State of Delaware. Payments will be
received by the Trust only in the State of Delaware or the State of New York,
and payments will be made by the Trust only from the State of Delaware or the
State of New York. The principal office of the Trust will be at the Corporate
Trust Office in the State of New York.

          SECTION 2.10  Representations and Warranties of the Depositor. The
Depositor hereby represents and warrants to the Owner Trustee that:

               (i)   the Depositor has been duly organized and is validly
     existing as a limited liability company in good standing under the laws of
     the State of Delaware, has the power, authority and legal right to own its
     properties and to conduct its business as such properties are currently
     owned and such business is currently conducted, and has the power,
     authority and legal right to acquire, own and sell the Receivables;

               (ii)  the Depositor is duly qualified to do business as a foreign
     limited liability company in good standing and has obtained all necessary
     licenses and approvals in each jurisdiction in which the failure to so
     qualify or to obtain such licenses and approvals would materially and
     adversely affect the performance by the Depositor of its obligations under,
     or the validity or enforceability of, this Agreement, any of the other
     Transaction Documents to which the Depositor is a party, the Receivables,
     the Notes or the Certificates;

               (iii) the Depositor has the power and authority to execute,
     deliver and perform its obligations under this Agreement and the other
     Transaction Documents to which it is a party, and the Depositor has the
     power and authority to sell, assign, transfer and convey the property to be
     sold and transferred to and deposited with the Trust and has duly
     authorized such transfer and deposit by all necessary limited liability
     company action, and the execution, delivery and performance of this
     Agreement and the other Transaction Documents to which the Depositor is a
     party have been duly authorized by the Depositor by all necessary limited
     liability company action;

               (iv)  the execution, delivery and performance by the Depositor of
     this Agreement and the other Transaction Documents to which the Depositor
     is a party, the consummation of the transactions contemplated hereby and
     thereby and the fulfillment of the terms hereof and thereof will not
     conflict with, result in a breach of any of the terms and provisions of or
     constitute (with or without notice or lapse of time or both) a default
     under the articles of formation or limited liability company agreement of
     the Depositor or any material indenture, agreement, mortgage, deed of trust
     or other instrument to which the Depositor is a party or by which the
     Depositor is bound or to which any of its properties are subject, or result
     in the creation or imposition of any lien upon any of its properties
     pursuant to the terms of any such indenture, agreement, mortgage, deed of
     trust or other instrument (other than pursuant to this Agreement), or
     violate any law, order, rule or regulation applicable to the Depositor or
     its properties of any federal or state regulatory body, court,
     administrative agency or other governmental instrumentality having
     jurisdiction over the Depositor or any of its properties;

                                       7



               (v)   there are no proceedings or investigations pending or, to
     the knowledge of the Depositor, threatened against the Depositor before any
     court, regulatory body, administrative agency or other governmental
     instrumentality having jurisdiction over the Depositor or its properties
     (A) asserting the invalidity of this Agreement, the Sale and Servicing
     Agreement, the Indenture, any of the other Transaction Documents, the Notes
     or the Certificates, (B) seeking to prevent the issuance of the Notes or
     the Certificates or the consummation of any of the transactions
     contemplated by this Agreement, the Sale and Servicing Agreement, the
     Indenture or any of the other Transaction Documents, (C) seeking any
     determination or ruling that would materially and adversely affect the
     performance by the Depositor of its obligations under, or the validity or
     enforceability of, this Agreement, the Sale and Servicing Agreement, the
     Indenture, any of the other Transaction Documents, the Receivables, the
     Notes or the Certificates, or (D) that would adversely affect the federal
     tax attributes or Applicable Tax State franchise or income tax attributes
     of the Trust or of the Notes or the Certificates; and

               (vi)  the representations and warranties of the Depositor in
     Section 3.01 of the Receivables Purchase Agreement are true and correct.

          SECTION 2.11  Federal Income Tax Matters. The Certificateholders
acknowledge that it is their intent and that they understand it is the intent of
the Depositor and the Servicer that, for purposes of federal income, state and
local income and franchise tax and any other income taxes, the Trust will be
treated either as a disregarded entity under Treasury Regulation Section
301.7701-3 or as a partnership, and that the Certificateholders will be treated
as partners in that partnership. The Certificateholders by acceptance of a
Certificate agree to such treatment and agree to take no action inconsistent
with such treatment. For each calendar quarter, other than periods in which
there is only one Certificateholder:

               (i)   net income of the Trust for any calendar quarter as
     determined for federal income tax purposes (and each item of income, gain,
     credit, loss or deduction entering into the computation thereof) shall be
     allocated among the Certificateholders as of the first day following the
     end of such quarter in proportion to their Certificate Percentage Interest
     on such date; and

               (ii)  net losses of the Trust, if any, for any calendar quarter
     as determined for federal income tax purposes (and each item of income,
     gain, credit, loss or deduction entering into the computation thereof)
     shall be allocated among the Certificateholders as of the first day
     following the end of such quarter in proportion to their Certificate
     Percentage Interest on such date.

          The Certificateholders are authorized to modify the allocations in
this Section 2.11 if necessary or appropriate, in their sole discretion, for the
allocations to reflect fairly the economic income, gain, credit, loss or
deduction to the Certificateholders or as otherwise required by the Code.

                                       8



                                   ARTICLE III
                     CERTIFICATES AND TRANSFER OF INTERESTS

          SECTION 3.1   Initial Ownership. Upon the formation of the Trust by
the contribution by the Depositor pursuant to Section 2.5 and until the issuance
of the Certificates, the Depositor shall be the sole beneficiary of the Trust.

          SECTION 3.2   The Certificates. The Certificates shall be issued in
one or more registered, definitive, physical certificates, in the form set forth
in Exhibit A. The Certificates may be in printed or typewritten form and shall
be executed on behalf of the Trust by manual or facsimile signature of an
authorized officer of the Owner Trustee. Certificates bearing the manual or
facsimile signatures of individuals who were, at the time when such signatures
shall have been affixed, authorized to sign on behalf of the Trust, shall be
validly issued and entitled to the benefits of this Agreement, notwithstanding
that such individuals or any of them shall have ceased to be so authorized prior
to the authentication and delivery of such Certificates or did not hold such
offices at the date of authentication and delivery of such Certificates.

          If Transfer of the Certificates is permitted pursuant to this Section
3.2 and Section 3.4, a transferee of a Certificate shall become a
Certificateholder, and shall be entitled to the rights and subject to the
obligations of a Certificateholder hereunder upon such transferee's acceptance
of a Certificate duly registered in such transferee's name pursuant to Section
3.4.

          SECTION 3.3   Authentication of Certificates. Concurrently with the
initial sale of the Receivables to the Trust pursuant to the Sale and Servicing
Agreement, the Owner Trustee shall cause the Certificates to be executed on
behalf of the Trust, authenticated and delivered to or upon the written order of
the Depositor, signed by its president, any vice president, any assistant vice
president, its treasurer, any assistant treasurer, its secretary or any
assistant secretary, without further limited liability company action by the
Depositor. No Certificate shall entitle its Holder to any benefit under this
Agreement, or shall be valid for any purpose, unless there shall appear on such
Certificate a certificate of authentication substantially in the form set forth
in Exhibit A executed by the Owner Trustee by manual signature, which
authentication shall constitute conclusive evidence that such Certificate shall
have been duly authenticated and delivered hereunder. All Certificates shall be
dated the date of their authentication. Upon issuance, authentication and
delivery pursuant to the terms hereof, the Certificates will be entitled to the
benefits of this Agreement.

          SECTION 3.4   Registration of Certificates; Transfer and Exchange of
Certificates.

          (a)  The Owner Trustee initially shall be the registrar (the
"Certificate Registrar") for the purpose of registering Certificates and
Transfers of Certificates as herein provided. The Certificate Registrar shall
cause to be kept, at the office or agency maintained pursuant to Section 3.8, a
register (the "Certificate Register") in which, subject to such reasonable
regulations as it may prescribe, the Certificate Registrar shall provide for the
registration of Certificates and the registration of Transfers of Certificates.
Upon any resignation of any Certificate Registrar, the Owner Trustee shall, upon
receipt of written instructions from the Depositor, promptly appoint a
successor.

                                       9



          (b)  The Certificates may not be acquired by or for the account of (i)
an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject
to the provisions of Title 1 of ERISA, (ii) a plan described in Section
4975(e)(1) of the Code or (iii) any entity whose underlying assets include plan
assets by reason of a plan's investment in the entity (each, a "Plan"). Each
Certificateholder, by its acceptance of a Certificate, shall be deemed to have
represented and warranted that such Certificateholder (A) is not a Plan and is
not a Person acting on behalf of a Plan or a Person using the assets of a Plan
to effect the transfer of such Certificate, and (B) is not an insurance company
purchasing a Certificate with funds contained in an "insurance company general
account" (as defined in Section V(e) of Prohibited Transaction Class Exemption
95-60 ("PTCE 95-60")) that includes the assets of a Plan for purposes of the
Plan Asset Regulation.

          Any person who is not an affiliate of the Seller and acquires more
than 49.9% of the Certificates will be deemed to represent that it is not a
party in interest (within the meaning of ERISA) or a disqualified person (within
the meaning of Section 4975(e)(2) of the Code) with respect to any Plan, other
than a Plan that it sponsors for the benefit of its employees, and that no Plan
with respect to which it is a party in interest has or will acquire any interest
in the Notes.

          To the extent permitted under applicable law (including, but not
limited to, ERISA), neither the Owner Trustee nor the Certificate Registrar
shall be under any liability to any Person for any registration of transfer of
any Certificate that is in fact not permitted or for taking any other action
with respect to such Certificate under the provisions of this Agreement so long
as such transfer was registered by the Owner Trustee or the Certificate
Registrar in accordance with this Agreement.

          (c)  Upon surrender for registration of Transfer of any Certificate at
the office or agency of the Certificate Registrar to be maintained as provided
in Section 3.8, and upon compliance with any provisions of this Agreement
relating to such Transfer, the Owner Trustee shall execute on behalf of the
Trust and the Owner Trustee shall authenticate and deliver to the
Certificateholder making such surrender, in the name of the designated
transferee or transferees, one or more new Certificates in any authorized
denomination evidencing the same aggregate interest in the Trust. Each
Certificate presented or surrendered for registration of Transfer or exchange
shall be accompanied by a written instrument of transfer and accompanied by IRS
Form W-8 BEN, W-8 ECI or W-9, as applicable, in form satisfactory to the Owner
Trustee and the Certificate Registrar, duly executed by the Certificateholder or
his attorney duly authorized in writing. Each Certificate presented or
surrendered for registration of Transfer or exchange shall be canceled and
subsequently disposed of by the Certificate Registrar in accordance with its
customary practice. No service charge shall be made for any registration of
Transfer or exchange of Certificates, but the Owner Trustee or the Certificate
Registrar may require payment of a sum sufficient to cover any tax or
governmental charge that may be imposed in connection with any Transfer or
exchange of Certificates.

          SECTION 3.5   Mutilated, Destroyed, Lost or Stolen Certificates.

          (a)  If (i) any mutilated Certificate is surrendered to the
Certificate  Registrar,  or the Certificate  Registrar  receives evidence to its
satisfaction  of the  destruction,  loss or theft of any  Certificate,  and (ii)
there is delivered to the Certificate Registrar and the Owner Trustee such

                                       10



security or indemnity as may be required by them to hold each of the Trust, the
Certificate Registrar and the Owner Trustee harmless, then, in the absence of
notice to the Trust, the Certificate Registrar or the Owner Trustee that such
Certificate has been acquired by a "protected purchaser" (as defined in the
Relevant UCC), the Owner Trustee shall execute on behalf of the Trust and the
Owner Trustee shall authenticate and deliver, in exchange for, or in lieu of,
any such mutilated, destroyed, lost or stolen Certificate, as the case may be, a
replacement Certificate, as the case may be, of like tenor and Certificate
Percentage Interest. If, after the delivery of such replacement Certificate or
payment of a destroyed, lost or stolen Certificate pursuant to the proviso to
the preceding sentence, a "protected purchaser" (as defined in the Relevant UCC)
of the original Certificate in lieu of which such replacement Certificate was
issued presents for payment such original Certificate, the Trust and the Owner
Trustee shall be entitled to recover such replacement Certificate (or such
payment) from the Person to whom such replacement Certificate was delivered or
any Person taking such replacement Certificate from such Person to whom such
replacement Certificate was delivered or any assignee of such Person, except a
"protected purchaser" (as defined in the Relevant UCC), and shall be entitled to
recover upon the security or indemnity provided therefor to the extent of any
loss, damage, cost or expense incurred by the Trust or the Owner Trustee in
connection therewith.

          (b)  Upon the issuance of any replacement Certificate under this
Section 3.5, the Trust may require the payment by the Holder of such Certificate
of a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with such issuance and any other reasonable expenses
(including the fees and expenses of the Owner Trustee) related thereto.

          (c)  Every replacement Certificate issued pursuant to this Section 3.5
in replacement of any mutilated, destroyed, lost or stolen Certificate shall
constitute an original additional contractual obligation of the Trust, whether
or not the mutilated, destroyed, lost or stolen Certificate shall be at any time
enforceable by anyone, and shall be entitled to all the benefits of this
Agreement equally and proportionately with any and all other Certificates duly
issued hereunder.

          (d)  The provisions of this Section 3.5 are exclusive and shall
preclude (to the extent lawful) all other rights and remedies with respect to
the replacement or payment of mutilated, destroyed, lost or stolen Certificates.

          SECTION 3.6   Persons Deemed Owners. Prior to due presentation of a
Certificate for registration of transfer, the Owner Trustee, the Certificate
Registrar and any Paying Agent may treat the Person in whose name such
Certificate is registered in the Certificate Register (as of the day of
determination) as the owner of such Certificate for the purpose of receiving
distributions pursuant to Section 5.2 and for all other purposes whatsoever, and
none of the Owner Trustee, the Certificate Registrar or any Paying Agent shall
be bound by any notice to the contrary.

          SECTION 3.7   Access to List of Certificateholders' Names and
Addresses. The Certificate Registrar shall furnish or cause to be furnished to
the Servicer and the Depositor, or to the Indenture Trustee or the Owner
Trustee, within fifteen (15) days after receipt by the Certificate Registrar of
a written request therefor from the Servicer, the Depositor or the

                                       11



Indenture Trustee or the Owner Trustee, as the case may be, a list, in such form
as the requesting party may reasonably require, of the names and addresses of
the Certificateholders as of the most recent Record Date. If three or more
Certificateholders or one or more Holders of Certificates evidencing not less
than 25% of the aggregate Certificate Percentage Interest apply in writing to
the Certificate Registrar, and such application states that the applicants
desire to communicate with other Certificateholders with respect to their rights
under this Agreement or under the Certificates and such application is
accompanied by a copy of the communication that such applicants propose to
transmit, then the Certificate Registrar shall, within five (5) Business Days
after the receipt of such application, afford such applicants access during
normal business hours to the current list of Certificateholders. Each
Certificateholder, by receiving and holding a Certificate, shall be deemed to
have agreed not to hold any of the Depositor, the Certificate Registrar or the
Owner Trustee accountable by reason of the disclosure of its name and address,
regardless of the source from which such information was derived.

          SECTION 3.8   Maintenance of Office or Agency. The Certificate
Registrar shall maintain in the Borough of Manhattan, The City of New York, an
office or offices or agency or agencies where Certificates may be surrendered
for registration of Transfer or exchange and where notices and demands to or
upon the Certificate Registrar in respect of the Certificates and the
Transaction Documents may be served. The Certificate Registrar shall give prompt
written notice to the Depositor, the Owner Trustee and the Certificateholders of
any change in the location of the Certificate Registrar or any such office or
agency.

          SECTION 3.9   Appointment of Paying Agent. The Paying Agent shall
make distributions to Certificateholders from the Certificate Payment Account
pursuant to Section 5.2 and shall report the amounts of such distributions to
the Owner Trustee. Any Paying Agent shall have the revocable power to withdraw
funds from the Certificate Payment Account for the purpose of making the
distributions referred to above. The Owner Trustee may revoke such power and
remove the Paying Agent if the Owner Trustee determines in its sole discretion
that the Paying Agent shall have failed to perform its obligations under this
Agreement in any material respect. The Paying Agent shall initially be the Owner
Trustee and any co-paying agent chosen by the Owner Trustee. The Owner Trustee
shall be permitted to resign as Paying Agent upon thirty (30) days' written
notice to the Depositor. In the event that the Owner Trustee shall no longer be
the Paying Agent, the Owner Trustee, upon receipt of written instructions from
the Depositor, shall appoint a successor to act as Paying Agent (which shall be
a bank or trust company). The Owner Trustee shall direct such successor Paying
Agent or any additional Paying Agent appointed by the Owner Trustee to execute
and deliver to the Owner Trustee an instrument in which such successor Paying
Agent or additional Paying Agent shall agree with the Owner Trustee that as
Paying Agent, such successor Paying Agent or additional Paying Agent will hold
all sums, if any, held by it for payment to the Certificateholders in trust for
the benefit of the Certificateholders entitled thereto until such sums shall be
paid to such Certificateholders. The Paying Agent shall return all unclaimed
funds to the Owner Trustee and upon removal of a Paying Agent such Paying Agent
shall also return all funds in its possession to the Owner Trustee. The
provisions of Sections 7.1, 7.3 and 8.1 shall apply to the Owner Trustee also in
its role as Paying Agent, for so long as the Owner Trustee shall act as Paying
Agent and, to the extent applicable, to any other paying agent appointed
hereunder. Any reference in this Agreement to the Paying Agent shall include any
co-paying agent unless the context requires otherwise.

                                       12



                                   ARTICLE IV
                            ACTIONS BY OWNER TRUSTEE

          SECTION 4.1   Prior Notice to Certificateholders with Respect to
Certain Matters. With respect to the following matters, the Owner Trustee shall
not take action unless (i) at least thirty (30) days before the taking of such
action, the Owner Trustee shall have notified the Certificateholders and the
Rating Agencies in writing of the proposed action and (ii) the Holders of
Certificates evidencing not less than 51% of the aggregate Certificate
Percentage Interest shall not have notified the Owner Trustee in writing prior
to the 30th day after such notice is given that the Holders have withheld
consent or provided alternative direction:

               (i)   the initiation of any claim or lawsuit by the Trust (except
     claims or lawsuits brought by the Servicer in connection with the
     collection of the Receivables) and the settlement of any action,
     proceeding, investigation, claim or lawsuit brought by or against the Trust
     (except with respect to the aforementioned claims or lawsuits for
     collection by the Servicer of the Receivables);

               (ii)  the election by the Trust to file an amendment to the
     Certificate of Trust (unless such amendment is required to be filed under
     the Statutory Trust Statute);

               (iii) the amendment of the Indenture by a supplemental indenture
     in circumstances where the consent of any Noteholder is required;

               (iv)  the amendment of the Indenture by a supplemental indenture
     in circumstances where the consent of any Noteholder is not required and
     such amendment materially adversely affects the interests of the
     Certificateholders;

               (v)   the amendment, change or modification of the Sale and
     Servicing Agreement or the Administration Agreement, except to cure any
     ambiguity or to amend or supplement any provision in a manner or add any
     provision that would not materially adversely affect the interests of the
     Certificateholders; or

               (vi)  the appointment pursuant to the Indenture of a successor
     Note Registrar, Paying Agent for the Notes or Indenture Trustee or pursuant
     to this Agreement of a successor Certificate Registrar, or the consent to
     the assignment by the Note Registrar, Paying Agent for the Notes or
     Indenture Trustee or Certificate Registrar of its obligations under the
     Indenture or this Agreement, as applicable.

          SECTION 4.2   Action by Certificateholders with Respect to Certain
Matters. The Owner Trustee may not, except upon the occurrence of an Event of
Servicing Termination subsequent to the payment in full of the Notes and in
accordance with the written direction of the Holders of Certificates evidencing
not less than 51% of the aggregate Certificate Percentage Interest, (i) remove
the Servicer pursuant to Article VIII of the Sale and Servicing Agreement, (ii)
appoint a successor Servicer pursuant to Article VIII of the Sale and Servicing
Agreement, (iii) remove the Administrator pursuant to Section 9 of the
Administration Agreement, (iv) appoint a successor Administrator pursuant to
Section 9 of the Administration Agreement or (v) sell the Receivables after the
termination of the Indenture, except as expressly provided in the Transaction
Documents.

                                       13



          SECTION 4.3   Action by Certificateholders with Respect to Bankruptcy.
The Owner Trustee shall not have the power to commence a voluntary proceeding in
bankruptcy relating to the Trust unless (i) the Notes have been paid in full and
(ii) each Certificateholder approves of such commencement in writing in advance
and delivers to the Owner Trustee a certificate certifying that such Person
reasonably believes that the Trust is insolvent.

          SECTION 4.4   Restrictions on Certificateholders' Power. The
Certificateholders shall not direct the Owner Trustee to take or refrain from
taking any action if such action or inaction would be contrary to any obligation
of the Trust or the Owner Trustee under this Agreement or any of the other
Transaction Documents or would be contrary to Section 2.3, nor shall the Owner
Trustee be obligated to follow any such direction, if given.

          SECTION 4.5   Majority Control. Except as expressly provided herein,
any action that may be taken by the Certificateholders under this Agreement may
be taken by the Holders of Certificates evidencing not less than 51% of the
aggregate Certificate Percentage Interest. Except as expressly provided herein,
any written notice of the Certificateholders delivered pursuant to this
Agreement shall be effective if signed by the Holders of Certificates evidencing
not less than 51% of the aggregate Certificate Percentage Interest at the time
of the delivery of such notice.

          SECTION 4.6   Certain Litigation Matters. The Owner Trustee shall
provide prompt written notice to the Depositor, the Seller and the Servicer of
any action, proceeding or investigation known to the Owner Trustee that could
reasonably be expected to adversely affect the Trust or the Owner Trust Estate.

                                    ARTICLE V
                   APPLICATION OF TRUST FUNDS; CERTAIN DUTIES

          SECTION 5.1   Establishment of Certificate Payment Account. Pursuant
to Section 4.1(c) of the Sale and Servicing Agreement, the Servicer has agreed
to establish, on or before the Closing Date, and maintain in the name of the
Owner Trustee at an Eligible Institution (which shall initially be the Owner
Trustee) a segregated trust account designated as the "CarMax Auto Owner Trust
20[__]-[__] Trust Account" (the "Certificate Payment Account"). The Certificate
Payment Account shall be held in trust for the benefit of the
Certificateholders. Except as expressly provided in Section 3.9, the Certificate
Payment Account shall be under the sole dominion and control of the Owner
Trustee. All monies deposited from time to time in the Certificate Payment
Account pursuant to the Sale and Servicing Agreement or the Indenture shall be
applied as provided in this Agreement, the Sale and Servicing Agreement and the
Indenture.

          SECTION 5.2   Application of Trust Funds.

          (a)  On each Distribution Date, upon receipt of written instructions
from the Servicer pursuant to Section 4.9 of the Sale and Servicing Agreement,
the Owner Trustee shall, or, if the Owner Trustee is not the Paying Agent, shall
direct the Paying Agent to, distribute to the Certificateholders, in proportion
to each Certificateholder's Certificate Percentage Interest, amounts deposited
in the Certificate Payment Account on such Distribution Date pursuant to

                                       14



Section 4.7 of the Sale and Servicing Agreement and Section 2.8 of the Indenture
with respect to such Distribution Date.

          (b)  On each Distribution Date, the Owner Trustee shall, or, if the
Owner Trustee is not the Paying Agent, the Owner Trustee shall direct the Paying
Agent to, send to each Certificateholder the statement provided to the Owner
Trustee by the Servicer pursuant to Section 4.9 of the Sale and Servicing
Agreement with respect to such Distribution Date.

          (c)  In the event that any withholding tax is imposed on any Trust
payment (or any allocation of income) to a Certificateholder, such tax shall
reduce the amount otherwise distributable to the Certificateholder in accordance
with this Section 5.2. The Owner Trustee and each Paying Agent are hereby
authorized and directed to retain from amounts otherwise distributable to the
Certificateholders sufficient funds for the payment of any such withholding tax
that is legally owed by the Trust (but such authorization shall not prevent the
Owner Trustee from contesting any such tax in appropriate proceedings, and
withholding payment of such tax, if permitted by law, pending the outcome of
such proceedings). The amount of any withholding tax imposed with respect to a
Certificateholder shall be treated as cash distributed to such Certificateholder
at the time it is withheld by the Trust and remitted to the appropriate taxing
authority. If there is a possibility that withholding tax is payable with
respect to a distribution (such as a distribution to a non-U.S.
Certificateholder), the Owner Trustee may withhold such amounts in accordance
with this Section 5.2. If a Certificateholder wishes to apply for a refund of
any such withholding tax, the Owner Trustee shall reasonably cooperate with such
Certificateholder in making such claim so long as such Certificateholder agrees
to reimburse the Owner Trustee for any out-of-pocket expenses incurred.

          SECTION 5.3   Method of Payment. Subject to Section 9.1(c),
distributions required to be made to Certificateholders on any Distribution Date
shall be made to each Certificateholder of record on the preceding Record Date
either by wire transfer, in immediately available funds, to the account of such
Holder at a bank or other entity having appropriate facilities therefor, if such
Certificateholder shall have provided to the Certificate Registrar and the
Paying Agent appropriate written instructions at least five (5) Business Days
prior to such Distribution Date and such Certificateholder is the Seller or, if
not, by check mailed to such Certificateholder at the address of such Holder
appearing in the Certificate Register. Notwithstanding the foregoing, the final
distribution in respect of any Certificate (whether on the Final Distribution
Date or otherwise) will be payable only upon presentation and surrender of such
Certificate at the office or agency maintained for that purpose by the
Certificate Registrar pursuant to Section 3.8.

          SECTION 5.4   No Segregation of Monies; No Interest. Subject to
Sections 5.1 and 5.2, monies received by the Owner Trustee hereunder need not be
segregated in any manner except to the extent required by law, the Indenture or
the Sale and Servicing Agreement and may be deposited under such general
conditions as may be prescribed by law, and the Owner Trustee shall not be
liable for any interest thereon.

                                       15



          SECTION 5.5   Accounting and Reports to the Noteholders,
Certificateholders, the Internal Revenue Service and Others. The Owner Trustee
shall, based on information provided by the Seller, (i) maintain (or cause to be
maintained) the books of the Trust on the basis of a fiscal year ending December
31, and based on the accrual method of accounting, (ii) deliver to each
Certificateholder, as may be required by the Code and applicable Treasury
Regulations, such information as may be required (including Schedule K-1) to
enable such Certificateholder to prepare its federal and state income tax
returns, (iii) file such tax returns relating to the Trust (including a
partnership information return, IRS Form 1065) and make such elections as may
from time to time be required or appropriate under any applicable state or
federal statute or rule or regulation thereunder so as to maintain the Trust's
characterization as a partnership for federal income tax purposes, (iv) cause
such tax returns to be signed in the manner required by law and (v) collect or
cause to be collected any withholding tax as described in and in accordance with
Section 5.2(c) with respect to income or distributions to Certificateholders.
The Owner Trustee, on behalf of the Trust, shall elect under Section 1278 of the
Code to include in income currently any market discount that accrues with
respect to the Receivables. The Owner Trustee, on behalf of the Trust, shall not
make the election provided under Section 754 of the Code.

          The Owner Trustee may satisfy its obligations with respect to this
Section 5.5 by retaining, at the expense of the Seller, a firm of independent
public accountants (the "Accountants") selected by the Seller. The Owner Trustee
may require the Accountants to provide to the Owner Trustee, on or before March
15, 20[__], a letter in form and substance satisfactory to the Owner Trustee as
to whether any federal tax withholding on Certificates is then required and, if
required, the procedures to be followed with respect thereto to comply with the
requirements of the Code. The Accountants shall be required to update such
letter in each instance that any additional tax withholding is subsequently
required or any previously required tax withholding shall no longer be required.
The Owner Trustee shall be deemed to have discharged its obligations pursuant to
this Section 5.5 upon its retention of the Accountants, and the Owner Trustee
shall not have any liability with respect to the default or misconduct of the
Accountants.

          SECTION 5.6   Signature on Returns; Tax Matters Partner.

          (a)  The Owner Trustee shall sign, on behalf of the Trust, the tax
returns of the Trust.

          (b)  The Seller, as a Certificateholder, shall be designated the "tax
matters partner" of the Trust pursuant to Section 6231(a)(7)(A) of the Code and
applicable Treasury Regulations.

                                   ARTICLE VI
                      AUTHORITY AND DUTIES OF OWNER TRUSTEE

          SECTION 6.1   General Authority. The Owner Trustee is authorized and
directed to execute and deliver the Transaction Documents to which the Trust is
to be a party and each certificate or other document attached as an exhibit to
or contemplated by the Transaction Documents to which the Trust is to be a
party, in each case in such form as the Depositor shall

                                       16



approve, as evidenced conclusively by the Owner Trustee's execution thereof and
the Depositor's execution of this Agreement, and to direct the Indenture Trustee
to authenticate and deliver Notes in the aggregate principal amount of
$[_______________] (comprised of $[_______________] in aggregate principal
amount of Class A-1 Notes, $[_______________] in aggregate principal amount of
Class A-2 Notes, $[_______________] in aggregate principal amount of Class A-3
Notes, $[_______________] in aggregate principal amount of Class A-4 Notes,
$[_______________] in aggregate principal amount of Class B Notes and
$[_______________] in aggregate principal amount of Class C Notes). In addition
to the foregoing, the Owner Trustee is authorized to take all actions required
of the Trust pursuant to the Transaction Documents. The Owner Trustee is further
authorized from time to time to take such action on behalf of the Trust as is
permitted by the Transaction Documents and which the Certificateholders, the
Servicer or the Administrator recommends in writing with respect to the
Transaction Documents, except to the extent that this Agreement expressly
requires the consent of Certificateholders for such action.

          SECTION 6.2   General Duties. It shall be the duty of the Owner
Trustee to discharge (or cause to be discharged) all of its responsibilities
pursuant to the terms of this Agreement and to administer the Trust for the
benefit of the Certificateholders, subject to the lien of the Indenture and in
accordance with the provisions of this Agreement. Notwithstanding the foregoing,
the Owner Trustee shall be deemed to have discharged (or caused to be
discharged) its duties and responsibilities hereunder to the extent the
Administrator is required in the Administration Agreement to perform any act or
to discharge such duty of the Owner Trustee or the Trust hereunder or under any
other Transaction Document, and the Owner Trustee shall not be held liable for
the default or failure of the Administrator to carry out its obligations under
the Administration Agreement.

          SECTION 6.3   Action upon Instruction.

          (a)  Subject to Article IV, and in accordance with the terms of the
Transaction Documents, the Certificateholders may, by written instruction,
direct the Owner Trustee in the management of the Trust.

          (b)  The Owner Trustee shall not be required to take any action under
this Agreement or any other Transaction Document if the Owner Trustee shall have
reasonably determined, or shall have been advised by counsel, that such action
is likely to result in liability on the part of the Owner Trustee or is contrary
to the terms of this Agreement or any other Transaction Document or is otherwise
contrary to law.

          (c)  Subject to Article IV, whenever the Owner Trustee is unable to
decide between alternative courses of action permitted or required by the terms
of this Agreement or any other Transaction Document, the Owner Trustee shall
promptly give notice (in such form as shall be appropriate under the
circumstances) to the Certificateholders requesting instruction as to the course
of action to be adopted, and to the extent the Owner Trustee acts in good faith
in accordance with any written instruction of the Certificateholders received,
the Owner Trustee shall not be liable on account of such action to any Person.
If the Owner Trustee shall not have received appropriate written instruction
within ten (10) days of such notice (or within such shorter period of time as
reasonably may be specified in such notice or may be necessary under

                                       17



the circumstances) it may, but shall be under no duty to, take or refrain from
taking such action, not inconsistent with this Agreement or the other
Transaction Documents, as it shall deem to be in the best interests of the
Certificateholders, and shall have no liability to any Person for such action or
inaction.

          (d)  Subject to Article IV, in the event the Owner Trustee is unsure
as to the application of any provision of this Agreement or any other
Transaction Document or any such provision is ambiguous as to its application,
or is, or appears to be, in conflict with any other applicable provision, or in
the event that this Agreement permits any determination by the Owner Trustee or
is silent or is incomplete as to the course of action that the Owner Trustee is
required to take with respect to a particular set of facts, the Owner Trustee
may give notice (in such form as shall be appropriate under the circumstances)
to the Certificateholders requesting instruction and, to the extent that the
Owner Trustee acts or refrains from acting in good faith in accordance with any
such instruction received, the Owner Trustee shall not be liable, on account of
such action or inaction, to any Person. If the Owner Trustee shall not have
received appropriate written instruction within ten (10) days of such notice (or
within such shorter period of time as reasonably may be specified in such notice
or may be necessary under the circumstances) it may, but shall be under no duty
to, take or refrain from taking such action not inconsistent with this Agreement
or the other Transaction Documents, as it shall deem to be in the best interests
of the Certificateholders and shall have no liability to any Person for such
action or inaction.

          SECTION 6.4   No Duties Except as Specified in this Agreement or in
Instructions. The Owner Trustee shall not have any duty or obligation to manage,
make any payment with respect to, register, record, sell, dispose of or
otherwise deal with the Owner Trust Estate, or to otherwise take or refrain from
taking any action under, or in connection with, any document contemplated hereby
to which the Owner Trustee or the Trust is a party, except as expressly provided
by the terms of this Agreement or in any document or written instruction
received by the Owner Trustee pursuant to Section 6.3, and no implied duties or
obligations shall be read into this Agreement or any other Transaction Document
against the Owner Trustee. The Owner Trustee shall have no responsibility for
filing any financing or continuation statement in any public office at any time
or otherwise to perfect or maintain the perfection of any security interest or
lien granted to it hereunder or to prepare or file any Commission filing for the
Trust or to record this Agreement or any other Transaction Document. The Owner
Trustee shall, however, at its own cost and expense, promptly take all action as
may be necessary to discharge any lien (other than the lien of the Indenture) on
any part of the Owner Trust Estate that results from actions by, or claims
against, the Owner Trustee in its individual capacity that are not related to
the ownership or the administration of the Owner Trust Estate.

          SECTION 6.5   No Action Except Under Specified Documents or
Instructions. The Owner Trustee shall not manage, control, use, sell, dispose of
or otherwise deal with any part of the Owner Trust Estate except (i) in
accordance with the powers granted to and the authority conferred upon the Owner
Trustee pursuant to this Agreement, (ii) in accordance with the other
Transaction Documents to which the Trust is a party and (iii) in accordance with
any document or written instruction delivered to the Owner Trustee pursuant to
Section 6.3.

          SECTION 6.6   Restrictions. The Owner Trustee shall not take any
action (i) that is inconsistent with the purposes of the Trust set forth in
Section 2.3 or (ii) that, to the actual

                                       18



knowledge of the Owner Trustee, would (A) affect the treatment of the Notes as
indebtedness for federal income or Virginia income or franchise tax purposes,
(B) be deemed to cause a taxable exchange of the Notes for federal income or
Virginia income or franchise tax purposes or (C) cause the Trust or any portion
thereof to be taxable as an association or publicly traded partnership taxable
as a corporation for federal income or Virginia income or franchise tax
purposes. The Certificateholders, the Administrator and the Servicer shall not
direct the Owner Trustee to take action that would violate the provisions of
this Section 6.6.

                                   ARTICLE VII
                           REGARDING THE OWNER TRUSTEE

          SECTION 7.1   Acceptance of Trusts and Duties. The Owner Trustee
accepts the trusts hereby created and agrees to perform its duties hereunder
with respect to such trusts but only upon the terms of this Agreement. The Owner
Trustee also agrees to disburse all monies actually received by it constituting
part of the Owner Trust Estate upon the terms of this Agreement. The Owner
Trustee shall not be answerable or accountable hereunder or under any other
Transaction Document under any circumstances, except (i) for its own willful
misconduct, bad faith or negligence or (ii) in the case of the inaccuracy of any
representation or warranty contained in Section 7.3 expressly made by the Owner
Trustee, in its individual capacity. In particular, but not by way of limitation
(and subject to the exceptions set forth in the preceding sentence):

               (i)    the Owner Trustee shall not be liable for any error of
     judgment made in good faith by a responsible officer of the Owner Trustee
     unless it is proved that the Owner Trustee was negligent in ascertaining
     the pertinent facts;

               (ii)   the Owner Trustee shall not be liable with respect to any
     action taken or omitted to be taken in good faith by it in accordance with
     the provisions of this Agreement at the instructions of any
     Certificateholder, the Indenture Trustee, the Depositor, the Administrator
     or the Servicer;

               (iii)  no provision of this Agreement or any other Transaction
     Document shall require the Owner Trustee to expend or risk its own funds or
     otherwise incur financial liability in the performance of any of its duties
     hereunder or in the exercise of any of its rights or powers hereunder or
     under any other Transaction Document if the Owner Trustee shall have
     reasonable grounds to believe that repayment of such funds or adequate
     indemnity against such risk or liability is not reasonably assured or
     provided to it;

               (iv)   the Owner Trustee shall not be liable for any indebtedness
     evidenced by or arising under any of the Transaction Documents, including
     the principal of and interest on the Notes or payments of Excess
     Collections to the Certificateholders;

               (v)    the Owner Trustee shall not be responsible for or in
     respect of the validity or sufficiency of this Agreement or for the due
     execution hereof by the Depositor or for the form, character, genuineness,
     sufficiency, value or validity of any of the Owner Trust Estate or for or
     in respect of the validity or sufficiency of the other Transaction

                                       19



     Documents, other than the certificate of authentication on the
     Certificates, and the Owner Trustee shall in no event assume or incur any
     liability, duty, or obligation to any Noteholder or to any
     Certificateholder, other than as expressly provided for herein and in the
     other Transaction Documents;

               (vi)   the Owner Trustee shall not be liable for the default or
     misconduct of the Servicer, the Administrator, the Depositor or the
     Indenture Trustee under any of the Transaction Documents or otherwise, and
     the Owner Trustee shall have no obligation or liability to perform the
     obligations of the Trust under this Agreement or the other Transaction
     Documents that are required to be performed by the Administrator under the
     Administration Agreement, the Servicer under the Sale and Servicing
     Agreement or the Indenture Trustee under the Indenture;

               (vii)  the Owner Trustee shall be under no obligation to exercise
     any of the rights or powers vested in it by this Agreement, or to
     institute, conduct or defend any litigation under this Agreement or
     otherwise or in relation to this Agreement or any other Transaction
     Document, at the request, order or direction of any of the
     Certificateholders, unless such Certificateholders have offered to the
     Owner Trustee security or indemnity satisfactory to it against the costs,
     expenses and liabilities that may be incurred by the Owner Trustee therein
     or thereby;

               (viii) the right of the Owner Trustee to perform any
     discretionary act enumerated in this Agreement or any other Transaction
     Document shall not be construed as a duty, and the Owner Trustee shall not
     be answerable other than for its willful misconduct, bad faith or
     negligence in the performance of any such act;

               (ix)   in no event shall the Owner Trustee be personally liable
     (A) for special, consequential or punitive damages, (B) for the acts or
     omissions of clearing agencies or securities depositories or any of their
     respective nominees or correspondents, (C) for acts or omissions of brokers
     or dealers or (D) for any losses due to forces beyond the control of the
     Owner Trustee, including strikes, work stoppages, acts of war or terrorism,
     insurrection, revolution, nuclear or natural catastrophes or acts of God
     and interruptions, loss or malfunctions of utilities, communications or
     computer (software and hardware) services provided by third parties
     selected by the Owner Trustee with reasonable care;

               (x)    the Owner Trustee shall have no responsibility for the
     accuracy of any information provided to Certificateholders or any other
     person that has been obtained from, or provided to the Owner Trustee by,
     any other Person; and

               (xi)   the Owner Trustee shall not be liable for any failure to
     anticipate incurring Expenses (as defined in Section 8.2) as long as the
     Owner Trustee acts in good faith based on the facts reasonably available to
     it at the time of such determination.

          SECTION 7.2   Furnishing of Documents. The Owner Trustee shall furnish
to the Certificateholders promptly upon receipt of a written request therefor,
duplicates or copies of

                                       20



all reports, notices, requests, demands, certificates, financial statements and
any other instruments furnished to the Owner Trustee under the Transaction
Documents.

          SECTION 7.3   Representations and Warranties.

          (a)  [RESERVED].

          (b)  The Owner Trustee, in its individual capacity, hereby represents
and warrants to the Depositor, for the benefit of the Certificateholders, that:

               (i)    it is a [____________________] duly organized and validly
     existing in good standing under the laws of [____________________] and has
     all requisite power and authority to execute, deliver and perform its
     obligations under this Agreement;

               (ii)   it has taken all action necessary to authorize the
     execution and delivery by it of this Agreement, and this Agreement will be
     executed and delivered by one of its officers who is duly authorized to
     execute and deliver this Agreement on its behalf; and

               (iii)  neither the execution nor the delivery by it of this
     Agreement, nor the consummation by it of the transactions contemplated
     hereby nor compliance by it with any of the terms or provisions hereof will
     contravene any federal or [____________________] law, governmental rule or
     regulation governing the banking or trust powers of the Owner Trustee or
     any judgment or order binding on it, or constitute any default under its
     charter documents or by-laws or any indenture, mortgage, contract,
     agreement or instrument to which it is a party or by which any of its
     properties may be bound.

          SECTION 7.4   Reliance; Advice of Counsel.

          (a)  The Owner Trustee may rely upon, shall be protected in relying
upon, and shall incur no liability to anyone in acting upon any signature,
instrument, notice, resolution, request, consent, order, certificate, report,
opinion, bond or other document or paper believed by it to be genuine and
believed by it to be signed by the proper party or parties. The Owner Trustee
may accept a certified copy of a resolution of the board of directors or other
governing body of any corporate party as conclusive evidence that such
resolution has been duly adopted by such body and that the same is in full force
and effect. As to any fact or matter the method of the determination of which is
not specifically prescribed herein, the Owner Trustee may for all purposes
hereof rely on a certificate, signed by the president or any vice president or
by the treasurer or other authorized officers of the relevant party, as to such
fact or matter and such certificate shall constitute full protection to the
Owner Trustee for any action taken or omitted to be taken by it in good faith in
reliance thereon.

          (b)  In the exercise or administration of the trusts hereunder and in
the performance of its duties and obligations under this Agreement or the other
Transaction Documents, the Owner Trustee (i) may act directly or through its
agents or attorneys pursuant to agreements entered into with any of them, and
the Owner Trustee shall not be liable for the conduct or misconduct of such
agents or attorneys if such agents or attorneys shall have been selected by the
Owner Trustee with reasonable care and (ii) may consult with counsel,

                                       21



accountants and other skilled Persons to be selected with reasonable care and
employed by it. The Owner Trustee shall not be liable for anything done,
suffered or omitted in good faith by it in accordance with the written opinion
or advice of any such counsel, accountants or other such Persons and not
contrary to this Agreement or any other Transaction Document.

          SECTION 7.5   Not Acting in Individual Capacity. Except as provided in
Section 7.3, in accepting the trusts hereby created, [____________________] acts
solely as Owner Trustee hereunder and not in its individual capacity, and all
Persons having any claim against the Owner Trustee by reason of the transactions
contemplated by this Agreement or any other Transaction Document shall look only
to the Owner Trust Estate for payment or satisfaction thereof.

          SECTION 7.6   Owner Trustee Not Liable for Certificates or
Receivables. The recitals contained herein and in the Certificates (other than
the signature and countersignature of the Owner Trustee on the Certificates)
shall be taken as the statements of the Depositor, and the Owner Trustee assumes
no responsibility for the correctness thereof. The Owner Trustee makes no
representations as to the validity or sufficiency of this Agreement, any other
Transaction Document, the Certificates (other than the signature and
countersignature of the Owner Trustee on the Certificates) or the Notes, or of
any Receivable or related documents. The Owner Trustee shall at no time have any
responsibility or liability for or with respect to the legality, validity and
enforceability of any Receivable, or the perfection and priority of any security
interest created by any Receivable in any Financed Vehicle or the maintenance of
any such perfection and priority, or for or with respect to the sufficiency of
the Owner Trust Estate or its ability to generate the payments to be distributed
to the Certificateholders under this Agreement or to the Noteholders under the
Indenture, including, without limitation, the existence, condition and ownership
of any Financed Vehicle, the existence and enforceability of any insurance
thereon, the existence and contents of any Receivable on any computer or other
record thereof, the validity of the assignment of any Receivable to the Trust or
any intervening assignment, the completeness of any Receivable, the performance
or enforcement of any Receivable, the compliance by the Depositor or the
Servicer with any warranty or representation made under any Transaction Document
or in any related document, or the accuracy of any such warranty or
representation or any action of the Indenture Trustee, the Administrator or the
Servicer taken in the name of the Owner Trustee.

          SECTION 7.7   Owner Trustee May Own Certificates and Notes. The Owner
Trustee, in its individual or any other capacity, may become the owner or
pledgee of Certificates or Notes and may deal with the Depositor, the Servicer,
the Administrator and the Indenture Trustee in banking transactions with the
same rights as it would have if it were not Owner Trustee.

                                  ARTICLE VIII
                COMPENSATION AND INDEMNIFICATION OF OWNER TRUSTEE

          SECTION 8.1   Owner Trustee's Fees and Expenses. The Owner Trustee
shall receive as compensation for its services hereunder such fees as have been
separately agreed upon before the date hereof between the Servicer and the Owner
Trustee, and the Owner Trustee shall be reimbursed by the Servicer for its other
reasonable expenses hereunder, including the

                                       22



reasonable compensation, expenses and disbursements of such agents,
representatives, experts and counsel as the Owner Trustee may employ in
connection with the exercise and performance of its rights and its duties
hereunder.

          SECTION 8.2   Indemnification. To the fullest extent permitted by
applicable law, the initial Servicer shall be liable as prime obligor for, and
shall indemnify the Owner Trustee and its successors, assigns, agents and
servants (collectively, the "Indemnified Parties") from and against, any and all
liabilities, obligations, losses, damages, taxes, claims, actions and suits, and
any and all reasonable costs, expenses and disbursements (including reasonable
legal fees and expenses) of any kind and nature whatsoever (collectively,
"Expenses") which may at any time be imposed on, incurred by, or asserted
against the Owner Trustee or any other Indemnified Party in any way relating to
or arising out of this Agreement, the other Transaction Documents, the Owner
Trust Estate, the administration of the Owner Trust Estate or the action or
inaction of the Owner Trustee hereunder; provided, however, that the initial
Servicer shall not be liable for or required to indemnify an Indemnified Party
from and against Expenses arising or resulting from any of the matters described
in the third sentence of Section 7.1. In no event will the initial Servicer or
the Owner Trustee be entitled to make any claim upon the Owner Trust Estate for
the payment or reimbursement of any Expenses. The indemnities contained in this
Section 8.2 shall survive the resignation or termination of the Owner Trustee or
the termination of this Agreement. In the event of any claim, action or
proceeding for which indemnity will be sought pursuant to this Section 8.2, the
Owner Trustee's choice of legal counsel shall be subject to the approval of the
initial Servicer, which approval shall not be unreasonably withheld.

          SECTION 8.3   Payments to the Owner Trustee. Any amounts paid to the
Owner Trustee pursuant to this Article VIII shall be deemed not to be a part of
the Owner Trust Estate immediately after such payment.

                                   ARTICLE IX
                                   TERMINATION

          SECTION 9.1   Termination of Trust Agreement.

          (a)  This Agreement (other than the provisions of Article VIII) shall
terminate and be of no further force or effect and the Trust shall dissolve upon
the earlier of (i) the payment to the Servicer, the Noteholders and the
Certificateholders of all amounts required to be paid to them pursuant to the
terms of the Indenture, the Sale and Servicing Agreement and Article V and (ii)
the Distribution Date next succeeding the month which is one year after the
maturity or other liquidation of the last Receivable and the disposition of any
amounts received upon liquidation of any property remaining in the Trust. The
bankruptcy, liquidation, dissolution, death or incapacity of any
Certificateholder shall not operate to terminate this Agreement or the Trust,
entitle such Certificateholder's legal representatives or heirs to claim an
accounting or to take any action or proceeding in any court for a partition or
winding up of all or any part of the Trust or Owner Trust Estate or otherwise
affect the rights, obligations and liabilities of the parties hereto.

          (b)  No Certificateholder shall be entitled to revoke or terminate the
Trust.

                                       23



          (c)  Notice of any termination of the Trust, specifying the
Distribution Date upon which the Certificateholders shall surrender their
Certificates to the Paying Agent for payment of the final distribution and
cancellation, shall be given by the Owner Trustee by letter to
Certificateholders mailed within five (5) Business Days of receipt of notice of
such termination from the Servicer, stating (i) the Distribution Date upon or
with respect to which final payment of the Certificates shall be made upon
presentation and surrender of the Certificates at the office of the Paying Agent
therein specified, (ii) the amount of any such final payment and (iii) that the
Record Date otherwise applicable to such Distribution Date is not applicable,
payments being made only upon presentation and surrender of the Certificates at
the office of the Paying Agent therein specified. The Owner Trustee shall give
such notice to the Certificate Registrar (if other than the Owner Trustee) and
the Paying Agent at the time such notice is given to Certificateholders. Upon
presentation and surrender of the Certificates, the Paying Agent shall cause to
be distributed to the Certificateholders, subject to Section 3808 of the
Statutory Trust Statute, amounts distributable on such Distribution Date
pursuant to Section 5.2. In the event that all of the Certificateholders shall
not surrender their Certificates for cancellation within six (6) months after
the date specified in the above mentioned written notice, the Owner Trustee
shall give a second written notice to the remaining Certificateholders to
surrender their Certificates for cancellation and receive the final distribution
with respect thereto. If within one year after the second notice all the
Certificates shall not have been surrendered for cancellation, the Owner Trustee
may take appropriate steps, or may appoint an agent to take appropriate steps,
to contact the remaining Certificateholders concerning surrender of their
Certificates and the cost thereof shall be paid out of the funds and other
assets that shall remain subject to this Agreement. Subject to applicable
escheat laws, any funds remaining in the Trust after exhaustion of such remedies
shall be distributed by the Owner Trustee to the Certificateholders in
proportion to each Certificateholder's Certificate Percentage Interest.

          (d)  Upon the winding up of the Trust, in accordance with Section 3808
of the Statutory Trust Statute, and its termination, the Owner Trustee shall
cause the Certificate of Trust to be canceled by filing a certificate of
cancellation with the Secretary of State in accordance with the provisions of
Section 3810 of the Statutory Trust Statute.

                                    ARTICLE X
             SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES

          SECTION 10.1  Eligibility Requirements for Owner Trustee. The Owner
Trustee shall at all times (i) be authorized to exercise corporate trust powers,
(ii) have a combined capital and surplus of at least $50,000,000 and be subject
to supervision or examination by federal or state authorities, (iii) have (or
have a parent that has) a long-term debt rating of investment grade by each of
the Rating Agencies or otherwise be acceptable to each of the Rating Agencies
and (iv) be a corporation or banking association satisfying the provisions of
Section 3807(a) of the Statutory Trust Statute. If such corporation or banking
association shall publish reports of condition at least annually, pursuant to
law or to the requirements of the aforesaid supervising or examining authority,
then for the purpose of this Section 10.1 the combined capital and surplus of
such corporation or banking association shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. If at any time the Owner Trustee shall cease to be eligible in
accordance with the provisions of

                                       24



this Section 10.1, the Owner Trustee shall resign immediately in the manner and
with the effect specified in Section 10.2.

          SECTION 10.2  Resignation or Removal of Owner Trustee. The Owner
Trustee may at any time resign and be discharged from the trusts hereby created
by giving written notice thereof to the Administrator and the Depositor. Upon
receiving such notice of resignation, the Administrator shall promptly appoint a
successor Owner Trustee (acceptable to the Depositor) by written instrument, in
duplicate, one copy of which instrument shall be delivered to the resigning
Owner Trustee and one copy to the successor Owner Trustee. If no successor Owner
Trustee shall have been so appointed and have accepted appointment within thirty
(30) days after the giving of such notice of resignation, the resigning Owner
Trustee may petition any court of competent jurisdiction for the appointment of
a successor Owner Trustee.

          If at any time the Owner Trustee shall cease to be eligible in
accordance with the provisions of Section 10.1 and shall fail to resign after
written request therefor by the Administrator, or if at any time the Owner
Trustee shall be legally unable to act, or shall be adjudged bankrupt or
insolvent, or a receiver of the Owner Trustee or of its property shall be
appointed, or any public officer shall take charge or control of the Owner
Trustee or of its property or affairs for the purpose of rehabilitation,
conservation or liquidation, or the Owner Trustee shall otherwise become
incapable of acting, then the Administrator may remove the Owner Trustee. If the
Administrator shall remove the Owner Trustee under the authority of the
immediately preceding sentence, the Administrator shall promptly appoint a
successor Owner Trustee (acceptable to the Depositor) by written instrument, in
duplicate, one copy of which instrument shall be delivered to the removed Owner
Trustee and one copy to the successor Owner Trustee.

          Any resignation or removal of the Owner Trustee and appointment of a
successor Owner Trustee pursuant to this Section 10.2 shall not become effective
until acceptance of appointment by the successor Owner Trustee pursuant to
Section 10.3 and payment of all fees and expenses owed to the outgoing Owner
Trustee. The Administrator shall provide notice of such resignation or removal
of the Owner Trustee to the Depositor, the Certificateholders, the Indenture
Trustee, the Noteholders and the Rating Agencies.

          SECTION 10.3  Successor Owner Trustee. Any successor Owner Trustee
appointed pursuant to Section 10.2 shall execute, acknowledge and deliver to the
Administrator and to its predecessor Owner Trustee an instrument accepting such
appointment under this Agreement, and thereupon, subject to the payment of all
fees and expenses owed to the predecessor Owner Trustee, the resignation or
removal of the predecessor Owner Trustee shall become effective and such
successor Owner Trustee, without any further act, deed or conveyance, shall
become fully vested with all the rights, powers, duties and obligations of its
predecessor under this Agreement, with like effect as if originally named as
Owner Trustee. The predecessor Owner Trustee shall, upon payment of its fees and
expenses, deliver to the successor Owner Trustee all documents, statements and
monies held by it under this Agreement, and the Administrator and the
predecessor Owner Trustee shall execute and deliver such instruments and do such
other things as may reasonably be required for fully and certainly vesting and
confirming in the successor Owner Trustee all such rights, powers, duties and
obligations.

                                       25



          No successor Owner Trustee shall accept appointment as provided in
this Section 10.3 unless, at the time of such acceptance, such successor Owner
Trustee shall be eligible pursuant to Section 10.1.

          Any successor Owner Trustee appointed pursuant to this Section 10.3
shall file an amendment to the Certificate of Trust with the Secretary of State
reflecting the name and principal place of business of such successor in the
State of Delaware.

          Upon acceptance of appointment by a successor Owner Trustee pursuant
to this Section 10.3, the Administrator shall mail notice of such appointment to
all Certificateholders, the Indenture Trustee, the Noteholders and the Rating
Agencies. If the Administrator shall fail to mail such notice within ten (10)
days after acceptance of appointment by the successor Owner Trustee, the
successor Owner Trustee shall cause such notice to be mailed at the expense of
the Administrator.

          SECTION 10.4  Merger or Consolidation of Owner Trustee.

          (a)  If the Owner Trustee consolidates with, merges or converts into,
or transfers all or substantially all its corporate trust business or assets to,
another corporation or banking association, the resulting, surviving or
transferee corporation or banking association without any further act, except
the filing of an amendment to the Certificate of Trust, if required under the
Statutory Trust Statute, shall be the successor Owner Trustee; provided,
however, that such corporation or banking association must be otherwise
qualified and eligible under Section 10.1. The Owner Trustee shall provide the
Rating Agencies with prior written notice of any such transaction.

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

          SECTION 10.5  Appointment of Co-Trustee or Separate Trustee.

          (a)  Notwithstanding any other provisions of this Agreement to the
contrary, at any time, for the purpose of meeting any legal requirement of any
jurisdiction in which any part of the Owner Trust Estate or any Financed Vehicle
may at the time be located, the Administrator and the Owner Trustee acting
jointly shall have the power and may execute and deliver an instrument to
appoint one or more Persons approved by the Owner Trustee to act as co-trustee
or co-trustees, jointly with the Owner Trustee, or separate trustee or separate
trustees, of all or any part of the Owner Trust Estate, and to vest in such
Person or Persons, in such capacity and for the benefit of the
Certificateholders, such title to the Owner Trust Estate, or any part thereof,
and, subject to the other provisions of this Section 10.5, such powers, duties,
obligations, rights and

                                       26



trusts as the Administrator and the Owner Trustee may consider necessary or
desirable. If the Administrator shall not have joined in such appointment within
fifteen (15) days after the receipt by it of a request so to do, the Owner
Trustee alone shall have the power to make such appointment. No co-trustee or
separate trustee under this Agreement shall be required to meet the terms of
eligibility as a successor trustee under Section 10.1 and no notice of the
appointment of any co-trustee or separate trustee shall be required under
Section 10.3.

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

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

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

               (iii) the Administrator and the Owner Trustee acting jointly may
     at any time accept the resignation of or remove any separate trustee or
     co-trustee.

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

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

                                       27



                                   ARTICLE XI
                                  MISCELLANEOUS

          SECTION 11.1  Supplements and Amendments.

          (a)  This Agreement may be amended from time to time by the Depositor
and the Owner Trustee with prior written notice to the Rating Agencies, without
the consent of any of the Noteholders or the Certificateholders to cure any
ambiguity, to correct or supplement any provision herein that may be
inconsistent with any other provision herein or in any offering document used in
connection with the initial offer and sale of the Notes or the Certificates or
for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Agreement which will not be
inconsistent with other provisions of this Agreement; provided, however, that
(i) no such amendment may materially adversely affect the interests of any
Noteholder or Certificateholder and (ii) no such amendment will be permitted
unless an Opinion of Counsel is delivered to the Owner Trustee to the effect
that such amendment will not cause the Trust to be characterized for federal
income tax purposes as an association taxable as a corporation or otherwise have
any material adverse impact on the federal income taxation of any Notes
Outstanding or outstanding Certificates or any Noteholder or Certificateholder.

          (b)  This Agreement may be amended from time to time by the Depositor
and the Owner Trustee with prior written notice to the Rating Agencies, with the
consent of the Holders (as defined in the Indenture) of Notes evidencing not
less than 51% of the Note Balance or, if the Notes have been paid in full, the
Holders of Certificates evidencing not less than 51% of the aggregate
Certificate Percentage Interest, for the purpose of adding any provisions to, or
changing in any manner or eliminating any of the provisions of, this Agreement
or modifying in any manner the rights of the Noteholders or the
Certificateholders; provided, however, that (x) no such amendment will be
permitted unless an Opinion of Counsel is delivered to the Owner Trustee to the
effect that such amendment will not cause the Trust to be characterized for
federal income tax purposes as an association taxable as a corporation or
otherwise have any material adverse impact on the federal income taxation of any
Notes Outstanding or outstanding Certificates or any Noteholder or
Certificateholder and (y) no such amendment may:

               (i)   increase or reduce in any manner the amount of, or
     accelerate or delay the timing of, or change the allocation or priority of,
     collections of payments on or in respect of the Receivables or
     distributions that are required to be made for the benefit of the
     Noteholders or the Certificateholders, or change any Note Rate, without the
     consent of all Noteholders and Certificateholders adversely affected by
     such amendment;

               (ii)  reduce the percentage of the Note Balance or the
     percentage of the aggregate Certificate Percentage Interest the consent of
     the Holders of which is required for any amendment to this Agreement
     without the consent of all the Noteholders and Certificateholders adversely
     affected by the amendment; or

               (iii) adversely affect the rating assigned by any Rating Agency
     to any Class of Notes without the consent of the Holders (as defined in the
     Indenture) of Notes

                                       28



     evidencing not less than 66 2/3% of the aggregate principal amount of the
     then outstanding Notes of such Class.

          (c)  An amendment to this Agreement shall be deemed not to materially
adversely affect the interests of any Noteholder or Certificateholder if (i) the
Person requesting such amendment obtains and delivers to the Owner Trustee an
Opinion of Counsel to that effect or (ii) the Rating Agency Condition is
satisfied.

          (d)  Promptly after the execution of any such amendment or consent,
the Owner Trustee shall furnish written notification of the substance of such
amendment or consent to each Certificateholder and the Depositor shall furnish
written notice of the substance of such amendment or consent to the Indenture
Trustee and the Rating Agencies.

          (e)  It shall not be necessary for the consent of the
Certificateholders, the Noteholders or the Indenture Trustee pursuant to this
Section 11.1 to approve the particular form of any proposed amendment or
consent, but it shall be sufficient if such consent shall approve the substance
thereof. The manner of obtaining such consents (and any other consents of
Certificateholders provided for in this Agreement or in any other Transaction
Document) and of evidencing the authorization of the execution thereof by
Certificateholders shall be subject to such reasonable requirements as the Owner
Trustee may prescribe.

          (f)  Promptly after the execution of any amendment to the Certificate
of Trust, the Owner Trustee shall file such amendment or cause such amendment to
be filed with the Secretary of State.

          (g)  The Owner Trustee may, but shall not be obligated to, enter into
any such amendment that affects the Owner Trustee's own rights, duties,
liabilities or immunities under this Agreement or otherwise.

          (h)  Prior to the execution of any amendment to this Agreement or any
amendment to any other agreement to which the Trust is a party, the Owner
Trustee shall be entitled to receive and shall be fully protected in relying
upon an Opinion of Counsel stating that the execution of such amendment is
authorized or permitted by this Agreement and that all conditions precedent in
this Agreement to the execution and delivery of such amendment have been
satisfied.

          SECTION 11.2  No Legal Title to Owner Trust Estate in
Certificateholders. The Certificateholders shall not have legal title to any
part of the Owner Trust Estate. The Certificateholders shall be entitled to
receive distributions with respect to their undivided beneficial interest
therein only in accordance with Articles V and IX. No transfer, by operation of
law or otherwise, of any right, title or interest of the Certificateholders in
and to their beneficial interest in the Owner Trust Estate shall operate to
terminate this Agreement or the trusts hereunder or entitle any transferee to an
accounting or to the transfer to it of legal title to any part of the Owner
Trust Estate.

          SECTION 11.3  Limitation on Rights of Others. The provisions of this
Agreement are solely for the benefit of the Owner Trustee, the Depositor, the
Administrator, the Certificateholders, the Servicer and, to the extent expressly
provided herein, the Indenture

                                       29



Trustee and the Noteholders, and nothing in this Agreement or in the
Certificates, whether express or implied, shall be construed to give to any
other Person any legal or equitable right, remedy or claim in the Owner Trust
Estate or under or in respect of this Agreement or any covenants, conditions or
provisions contained herein.

          SECTION 11.4  Notices. All demands, notices and other communications
under this Agreement shall be in writing, personally delivered, sent by
telecopier, overnight courier or mailed by certified mail, return receipt
requested, and shall be deemed to have been duly given upon receipt (i) in the
case of the Owner Trustee, at the Corporate Trust Office, (ii) in the case of
the Depositor, at the following address: 4900 Cox Road, Suite 200, Glen Allen,
Virginia 23060, Attention: Treasurer, (iii) in the case of the Indenture
Trustee, at the Corporate Trust Office (as defined in the Indenture), (iv) in
the case of Moody's, at the following address: Moody's Investors Service, Inc.,
ABS Monitoring Department, 99 Church Street, New York, New York 10007, and (v)
in the case of Standard & Poor's, at the following address: Standard & Poor's
Ratings Services, a division of The McGraw-Hill Companies, Inc., 55 Water
Street, 43rd Floor, New York, New York 10041, Attention: Asset Backed
Surveillance Department. Any notice required or permitted to be mailed to a
Certificateholder shall be given by first-class mail, postage prepaid, at the
address of such Holder as shown in the Certificate Register. Any notice so
mailed within the time prescribed in this Agreement shall be conclusively
presumed to have been duly given, whether or not the Certificateholder shall
receive such notice.

          SECTION 11.5  Severability. If any provision of this Agreement or the
Certificates shall be held for any reason whatsoever invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions of this Agreement and the Certificates shall not in any way be
affected or impaired thereby.

          SECTION 11.6  Separate Counterparts. This Agreement may be executed in
any number of counterparts, each of which counterparts when so executed shall be
deemed to be an original, and all of which counterparts shall together
constitute but one and the same instrument.

          SECTION 11.7  Successors and Assigns. All covenants and agreements in
this Agreement and the Certificates shall be binding upon, and inure to the
benefit of, the Depositor, the Owner Trustee and its successors and each
Certificateholder and its successors and permitted assigns, all as herein
provided. Any request, notice, direction, consent, waiver or other instrument or
action by a Certificateholder shall bind the successors and assigns of such
Certificateholder.

          SECTION 11.8  Covenants of the Depositor. The Depositor shall not at
any time institute against the Trust, or join in any institution against the
Trust of, any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings, or other proceedings under any United States federal or state
bankruptcy or similar law in connection with any obligations relating to the
Certificates, the Notes, this Agreement or any of the other Transaction
Documents.

                                       30



          SECTION 11.9  No Petition. To the fullest extent permitted by
applicable law, the Owner Trustee (not in its individual capacity but solely as
Owner Trustee), by entering into this Agreement, each Certificateholder, by
accepting a Certificate, and the Indenture Trustee and each Noteholder, by
accepting the benefits of this Agreement, hereby covenant and agree that they
will not at any time institute against the Depositor or the Trust, or join in
any institution against the Depositor or the Trust of, any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings, or other
proceedings under any United States federal or state bankruptcy or similar law
in connection with any obligations relating to the Certificates, the Notes, this
Agreement or any of the other Transaction Documents.

          SECTION 11.10 No Recourse. Each Certificateholder, by accepting a
Certificate, acknowledges that the Certificates represent beneficial interests
in the Trust only and do not represent interests in or obligations of the
Depositor, the Servicer, the Administrator, the Owner Trustee, the Indenture
Trustee or any Affiliate thereof, and no recourse may be had against such
parties or their assets, except as may be expressly set forth or contemplated in
this Agreement, the Certificates or the other Transaction Documents.

          SECTION 11.11 Headings. The Article and Section headings herein and
the Table of Contents are for convenience only and shall not define or limit any
of the terms or provisions hereof.

          SECTION 11.12 Governing Law. This Agreement shall be construed in
accordance with the laws of the State of Delaware and the obligations, rights
and remedies of the parties under this Agreement shall be determined in
accordance with such laws.

          SECTION 11.13 Depositor Payment Obligation. The Depositor shall be
responsible for payment of the Administrator's compensation under the
Administration Agreement and shall reimburse the Administrator for all expenses
and liabilities of the Administrator incurred under the Administration
Agreement.

          SECTION 11.14 Certificates Nonassessable and Fully Paid. The
Certificateholders shall not be personally liable for the obligations of the
Issuer. The interests represented by the Certificates shall be nonassessable for
any losses or expenses of the Issuer or for any reason whatsoever, and, upon the
authentication thereof by the Owner Trustee pursuant to Section 3.3, 3.4 or 3.5,
the Certificates are and shall be deemed fully paid.

          SECTION 11.15 Ratification of Prior Actions. Any actions taken by the
Owner Trustee in connection with the opening of bank accounts, deposit of monies
into such accounts, obtaining of sales finance company licenses on behalf of the
Trust and any actions related thereto are hereby confirmed and ratified in all
respects, and the Owner Trustee shall be entitled to the indemnity provided for
in Section 8.2 with respect to such actions.

                            [SIGNATURE PAGE FOLLOWS]

                                       31



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

                                          CARMAX AUTO FUNDING LLC,
                                          as Depositor


                                          By:
                                             -----------------------------------
                                              Name:
                                              Title:


                                          [____________________],
                                          as Owner Trustee


                                          By:
                                             -----------------------------------
                                              Name:
                                              Title:


Accepted and agreed:

CARMAX AUTO SUPERSTORES, INC.,
as Servicer


By:
   -----------------------------------
    Name:
    Title:

                                      S-1



                                    Exhibit A
                               Form of Certificate
                               -------------------

          THIS ASSET BACKED CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO
THE NOTES TO THE EXTENT DESCRIBED IN THE TRUST AGREEMENT, THE SALE AND SERVICING
AGREEMENT AND THE INDENTURE REFERRED TO HEREIN.

REGISTERED                                                               NO. R-1

                       CARMAX AUTO OWNER TRUST 20[__]-[__]

                            ASSET-BACKED CERTIFICATE

evidencing a beneficial interest in the property of CarMax Auto Owner Trust
20[__]-[__], a Delaware statutory trust (the "Trust"), which property includes a
pool of retail installment sale contracts secured by new and used motor vehicles
sold by CarMax Auto Superstores, Inc., a Virginia corporation (the "Seller"), to
CarMax Auto Funding LLC, a Delaware limited liability company (the "Depositor"),
and sold by the Depositor to the Trust. The property of the Trust (other than
the Certificate Payment Account and the proceeds thereof) has been pledged by
the Trust to [____________________], a [____________________], as Indenture
Trustee (in such capacity, the "Indenture Trustee"), pursuant to an Indenture
dated as of [__________], 20[__] (as amended, supplemented or otherwise modified
from time to time, the "Indenture") between the Trust and the Indenture Trustee
to secure the payment of the Notes issued thereunder.

          This certifies that [____________________] is the registered owner of
a 100% Certificate Percentage Interest nonassessable, fully paid, beneficial
interest in the Trust. The Trust was created pursuant to a Trust Agreement dated
[__________], 20[__] among the Depositor and [____________________], not in its
individual capacity but solely as owner trustee (in such capacity, the "Owner
Trustee"), and as amended and restated by an Amended and Restated Trust
Agreement dated as of [__________], 20[__] (as amended, supplemented or
otherwise modified and in effect from time to time, the "Trust Agreement") among
the Depositor and the Owner Trustee, a summary of certain of the pertinent
provisions of which is set forth below. Capitalized terms used but not defined
herein have the meanings assigned to them in the Trust Agreement or in the Sale
and Servicing Agreement dated as of [__________], 20[__] (as amended,
supplemented or otherwise modified and in effect from time to time, the "Sale
and Servicing Agreement") among the Trust, the Depositor, and CarMax Auto
Superstores, Inc., as servicer (in such capacity, the "Servicer").

          This Certificate is issued under and is subject to the terms,
provisions and conditions of the Trust Agreement, to which Trust Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound. The property of the Trust includes: (i) a pool of
retail installment sale contracts originated in connection with the sale

                                      A-1



of new or used motor vehicles (the "Receivables"); (ii) all amounts received on
or in respect of the Receivables after the Cutoff Date; (iii) the security
interests in the Financed Vehicles granted by the Obligors pursuant to the
Receivables; (iv) all proceeds from claims on or refunds of premiums with
respect to physical damage, theft, credit life or credit disability insurance
policies relating to the Financed Vehicles or the Obligors; (v) the Receivable
Files; (vi) the Collection Account, the Note Payment Account, the Certificate
Payment Account, and the Reserve Account and all amounts, securities, financial
assets, investments and other property deposited in or credited to any of the
foregoing and all proceeds thereof; (vii) all rights of the Depositor under the
Receivables Purchase Agreement, including the right to require the Seller to
repurchase Receivables from the Depositor; and (viii) all present and future
claims, demands, causes of action and chooses in action in respect of any or all
of the foregoing and all payments on or under and all proceeds of every kind and
nature whatsoever in respect of any or all of the foregoing, including all
proceeds of the conversion thereof, voluntary or involuntary, into cash or other
liquid property, all accounts, general intangibles, chattel paper, instruments,
documents, money, investment property, deposit accounts, letters of credit,
letter-of-credit rights, insurance proceeds, condemnation awards, rights to
payment of any and every kind and other forms of obligations and all other
property which at any time constitutes all or part of or is included in the
proceeds of any of the foregoing.

          THE RIGHTS OF THE TRUST IN THE FOREGOING PROPERTY OF THE TRUST (OTHER
THAN THE CERTIFICATE PAYMENT ACCOUNT AND THE PROCEEDS THEREOF) HAVE BEEN PLEDGED
TO THE INDENTURE TRUSTEE TO SECURE THE PAYMENT OF THE NOTES.

          Pursuant to the Trust Agreement, there will be distributed on each
Distribution Date to the person in whose name this Certificate is registered at
the close of business on the Business Day preceding such Distribution Date such
Certificateholder's Certificate Percentage Interest in the amount to be
distributed to Certificateholders on such Distribution Date.

          "Distribution Date" means the 15th day of each month or, if such 15th
day is not a Business Day, the following Business Day, commencing on
[__________], 20[__].

          THE HOLDER OF THIS CERTIFICATE ACKNOWLEDGES AND AGREES THAT ITS RIGHTS
TO RECEIVE DISTRIBUTIONS IN RESPECT OF THIS CERTIFICATE ARE SUBORDINATED TO THE
RIGHTS OF THE NOTEHOLDERS AS DESCRIBED IN THE TRUST AGREEMENT, THE SALE AND
SERVICING AGREEMENT AND THE INDENTURE.

          It is the intent of the Depositor, the Seller, the Servicer and the
Certificateholders that, for purposes of federal income taxes, state and local
income taxes and any other income taxes, the Trust will be treated as a
partnership and the Certificateholders (including the Depositor) will be treated
as partners in that partnership. The Depositor and any other Certificateholders,
by acceptance of a Certificate, agree to treat, and to take no action
inconsistent with the treatment of, the Certificates for such tax purposes as
partnership interests in the Trust.

                                      A-2



          Each Certificateholder, by its acceptance of a Certificate, covenants
and agrees that such Certificateholder will not at any time institute against
the Depositor or the Trust, or join in any institution against the Depositor or
the Trust of, any bankruptcy, reorganization, arrangement, insolvency or
liquidation proceedings under any United States federal or state bankruptcy or
similar law in connection with any obligations relating to the Notes, the
Certificates, the Trust Agreement or any of the other Transaction Documents.

          Distributions on this Certificate will be made as provided in the
Trust Agreement by the Paying Agent by wire transfer or check mailed to the
Certificateholder of record in the Certificate Register without the presentation
or surrender of this Certificate or the making of any notation hereon. Except as
otherwise provided in the Trust Agreement and notwithstanding the above, the
final distribution on this Certificate will be made after due notice by the
Owner Trustee of the pendency of such distribution and only upon presentation
and surrender of this Certificate at the office or agency of the Certificate
Registrar maintained for that purpose in the Borough of Manhattan, The City of
New York.

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

          Unless the certificate of authentication hereon has been executed by
an authorized officer of the Owner Trustee, by manual signature, this
Certificate shall not entitle the Holder hereof to any benefit under the Trust
Agreement or the Sale and Servicing Agreement or be valid for any purpose.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                      A-3



          In WITNESS WHEREOF, the Owner Trustee, on behalf of the Trust and not
in its individual capacity, has caused this Certificate to be duly executed as
of the date set forth below.

Dated: [__________], 20[__]


                                          CARMAX AUTO OWNER TRUST 20[__]-[__],


                                          By: [____________________],
                                              not in its individual capacity
                                              but solely as Owner Trustee


                                          By:
                                             -----------------------------------
                                             Name:
                                             Title:


                  OWNER TRUSTEE'S CERTIFICATE OF AUTHENTICATION

          This is one of the Certificates referred to in the within-mentioned
Trust Agreement.


Dated: [__________], 20[__]


                                          [_____________________],
                                          not in its individual capacity but
                                          solely as Owner Trustee


                                          By:
                                             -----------------------------------
                                             Name:
                                             Title:


                                      A-4



                            [REVERSE OF CERTIFICATE]

          This Certificate does not represent an obligation of, or an interest
in, the Depositor, the Seller, the Servicer, the Administrator, the Owner
Trustee or any Affiliates of any of them, and no recourse may be had against
such parties or their assets, except as may be expressly set forth or
contemplated herein, in the Trust Agreement or in the other Transaction
Documents. In addition, this Certificate is not guaranteed by any governmental
agency or instrumentality and is limited in right of payment to certain
collections with respect to the Receivables (and certain other amounts), all as
more specifically set forth herein and in the Sale and Servicing Agreement.

          The Trust Agreement permits the Depositor and the Owner Trustee, on
behalf of the Trust, with certain exceptions therein provided, to amend or waive
from time to time certain terms and conditions set forth in the Trust Agreement
without the consent of the Holders of the Certificates. The Trust Agreement also
permits the Depositor and the Owner Trustee, on behalf of the Trust, with
certain exceptions as therein provided, to amend or waive certain terms and
conditions set forth in the Trust Agreement with the consent of the Holders of
the Notes evidencing not less than 51% of the Note Balance and the Holders of
Certificates evidencing not less than 51% of the aggregate Certificate
Percentage Interest. Any such consent or waiver by the Holder of this
Certificate shall be conclusive and binding on such Holder and on all future
Holders of this Certificate and of any Certificate issued upon the registration
of transfer hereof or in exchange hereof or in lieu hereof whether or not
notation of such consent or waiver is made upon this Certificate.

          As provided in the Trust Agreement and subject to certain limitations
therein set forth, the Transfer of this Certificate may be registered in the
Certificate Register upon surrender of this Certificate for registration of
Transfer at the office or agency of the Certificate Registrar maintained for
that purpose in the Borough of Manhattan, The City of New York and a written
instrument of transfer in form satisfactory to the Certificate Registrar duly
executed by the Holder hereof or such Holder's attorney duly authorized in
writing, and thereupon one or more new Certificates in any authorized
denomination and in the same aggregate principal amount will be issued to the
designated transferee or transferees. No service charge shall be made for any
registration of Transfer or exchange of Certificates, but the Owner Trustee or
the Certificate Registrar may require payment of a sum sufficient to cover any
tax or governmental charge that may be imposed in connection therewith. The
initial Certificate Registrar appointed under the Trust Agreement is the
Indenture Trustee.

          Each Certificateholder, by its acceptance of a Certificate, shall be
deemed to have represented and warranted that such Certificateholder (A) is not
an employee benefit plan or arrangement subject to Section 406 of ERISA or a
plan subject to Section 4975 of the Code (a "Plan"), nor a person acting on
behalf of a Plan nor using the assets of a Plan to effect the transfer of such
Certificate, and (B) is not an insurance company purchasing a Certificate with
funds contained in an "insurance company general account" (as defined in Section
V(e) of Prohibited Transaction Class Exemption 95-60) that includes the assets
of a Plan for purposes of the Plan Asset Regulation.

                                      A-5



          Any person who is not an affiliate of the Seller and acquires more
than 49.9% of the Certificates will be deemed to represent that it is not a
party in interest (within the meaning of ERISA) or a disqualified person (within
the meaning of Section 4975(e)(2) of the Code) with respect to any Plan, other
than a Plan that it sponsors for the benefit of its employees, and that no Plan
with respect to which it is a party in interest has or will acquire any interest
in the Notes.

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

          The Owner Trustee, the Certificate Registrar and any Paying Agent may
treat the Person in whose name this Certificate is registered in the Certificate
Register (as of the day of determination) as the owner of this Certificate for
the purpose of receiving distributions pursuant to the Trust Agreement and for
all other purposes whatsoever, and none of the Owner Trustee, the Certificate
Registrar or any Paying Agent shall be bound by any notice to the contrary.

          The Trust Agreement, with certain exceptions therein provided, and the
Trust shall terminate and be of no further force or effect upon the earlier of
(i) the payment to the Servicer, the Noteholders and the Certificateholders of
all amounts required to be paid to them pursuant to the terms of the Indenture,
the Sale and Servicing Agreement and the Trust Agreement and (ii) the
Distribution Date next succeeding the month which is one year after the maturity
or other liquidation of the last Receivable and the disposition of any amounts
received upon liquidation of any property remaining in the Trust.

          This Certificate shall be governed by, and construed in accordance
with, the laws of the State of Delaware, and the obligations, rights and
remedies of the parties hereunder shall be determined in accordance with such
laws.

                                      A-6



                                   ASSIGNMENT

SOCIAL SECURITY NUMBER
OR OTHER IDENTIFICATION
NUMBER OF ASSIGNEE: ______________________


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

________________________________________________________________________________

                         (name and address of assignee)

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

Dated:


                                          ____________________________________*/


                                          Signature Guaranteed:


                                          ___________________________________*/

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

                                      A-7



                                    Exhibit B
                          Form of Certificate of Trust
                          ----------------------------

          Certificate of Trust of CarMax Auto Owner Trust 20[__]-[__]

     This Certificate of Trust of CarMax Auto Owner Trust 20[__]-[__] (the
"Trust") is being duly executed and filed by [____________________], a
[____________________], as owner trustee (the "Owner Trustee"), to form a
statutory trust under the Delaware Statutory Trust Act (12 Del. Code, Section
3801 et seq.) (the "Act").

     1.  Name. The name of the statutory trust formed hereby is CarMax Auto
Owner Trust 20[__]-[__].

     2.  Delaware Trustee. The name and business address of a trustee of the
Trust having its principal place of business in the State of Delaware is
[____________________], [____________________], [____________________], Delaware
[_____].

     3.  Effective Date. This Certificate of Trust shall be effective upon its
filing with the Secretary of State of the State of Delaware.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Trust
in accordance with Section 3811(a)(1) of the Act.

                                          [_______________________],
                                          as Owner Trustee


                                          By:
                                             -----------------------------------
                                             Name:
                                             Title:

                                      B-1

EX-4.1.2

Exhibit 4.1.2 - Form of Trust Agreement for Insured Offerings


                            CARMAX AUTO FUNDING LLC,
                                  as Depositor,

                                       and

                             [____________________],
                                as Owner Trustee


                                   ----------


                      AMENDED AND RESTATED TRUST AGREEMENT
                        Dated as of [__________], 20[__]


                                   ----------



                                TABLE OF CONTENTS

                                                                            Page

                                    ARTICLE I
                                   DEFINITIONS

SECTION 1.1    Definitions.................................................... 1
SECTION 1.2    Other Definitional Provisions.................................. 5

                                ARTICLE II
                         ORGANIZATION OF THE TRUST

SECTION 2.1    Name........................................................... 6
SECTION 2.2    Office......................................................... 6
SECTION 2.3    Purposes and Powers............................................ 6
SECTION 2.4    Appointment of Owner Trustee................................... 7
SECTION 2.5    Initial Capital Contribution of Owner Trust Estate............. 7
SECTION 2.6    Declaration of Trust........................................... 7
SECTION 2.7    Liability of Certificateholders................................ 8
SECTION 2.8    Title to Trust Property........................................ 8
SECTION 2.9    Situs of Trust................................................. 8
SECTION 2.10   Representations and Warranties of the Depositor................ 8
SECTION 2.11   Federal Income Tax Matters..................................... 9

                                ARTICLE III
                  CERTIFICATES AND TRANSFER OF INTERESTS

SECTION 3.1    Initial Ownership............................................. 10
SECTION 3.2    The Certificates.............................................. 10
SECTION 3.3    Authentication of Certificates................................ 10
SECTION 3.4    Registration of Certificates; Transfer and Exchange of
               Certificates.................................................. 11
SECTION 3.5    Mutilated, Destroyed, Lost or Stolen Certificates............. 12
SECTION 3.6    Persons Deemed Owners......................................... 13
SECTION 3.7    Access to List of Certificateholders' Names and
               Addresses..................................................... 13
SECTION 3.8    Maintenance of Office or Agency............................... 13
SECTION 3.9    Appointment of Paying Agent................................... 14
SECTION 3.10   Book-Entry Certificates....................................... 14
SECTION 3.11   Notices to Clearing Agency.................................... 15
SECTION 3.12   Definitive Certificates....................................... 15

                                 ARTICLE IV
                          ACTIONS BY OWNER TRUSTEE

SECTION 4.1    Prior Notice to Certificateholders with Respect to Certain
               Matters....................................................... 16
SECTION 4.2    Action by Certificateholders with Respect to Certain
               Matters....................................................... 16
SECTION 4.3    Action by Certificateholders with Respect to Bankruptcy....... 17

                                       i



SECTION 4.4    Restrictions on Certificateholders' Power..................... 17
SECTION 4.5    Majority Control.............................................. 17
SECTION 4.6    Certain Litigation Matters.................................... 17

                                 ARTICLE V
                APPLICATION OF TRUST FUNDS; CERTAIN DUTIES

SECTION 5.1    Establishment of Certificate Payment Account.................. 17
SECTION 5.2    Application of Trust Funds.................................... 18
SECTION 5.3    Method of Payment............................................. 19
SECTION 5.4    No Segregation of Monies; No Interest......................... 19
SECTION 5.5    Accounting and Reports to the Noteholders,
               Certificateholders, the Internal Revenue Service and Others... 19
SECTION 5.6    Signature on Returns; Tax Matters Partner..................... 20

                                ARTICLE VI
                   AUTHORITY AND DUTIES OF OWNER TRUSTEE

SECTION 6.1    General Authority............................................. 20
SECTION 6.2    General Duties................................................ 20
SECTION 6.3    Action upon Instruction....................................... 21
SECTION 6.4    No Duties Except as Specified in this Agreement or in
               Instructions.................................................. 21
SECTION 6.5    No Action Except Under Specified Documents or Instructions.... 22
SECTION 6.6    Restrictions.................................................. 22

                                ARTICLE VII
                        REGARDING THE OWNER TRUSTEE

SECTION 7.1    Acceptance of Trusts and Duties............................... 22
SECTION 7.2    Furnishing of Documents....................................... 24
SECTION 7.3    Representations and Warranties................................ 24
SECTION 7.4    Reliance; Advice of Counsel................................... 25
SECTION 7.5    Not Acting in Individual Capacity............................. 25
SECTION 7.6    Owner Trustee Not Liable for Certificates or Receivables...... 25
SECTION 7.7    Owner Trustee May Own Certificates and Notes.................. 26

                                ARTICLE VIII
               OMPENSATION AND INDEMNIFICATION OF OWNER TRUSTEE

SECTION 8.1    Owner Trustee's Fees and Expenses............................. 26
SECTION 8.2    Indemnification............................................... 26
SECTION 8.3    Payments to the Owner Trustee................................. 27

                                       ii



                                 ARTICLE IX
                                 TERMINATION

SECTION 9.1    Termination of Trust Agreement................................ 27
SECTION 9.2    Prepayment of the Certificates................................ 28

                                  ARTICLE X
             SUESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES

SECTION 10.1   Eligibility Requirements for Owner Trustee.................... 29
SECTION 10.2   Resignation or Removal of Owner Trustee....................... 29
SECTION 10.3   Successor Owner Trustee....................................... 30
SECTION 10.4   Merger or Consolidation of Owner Trustee...................... 30
SECTION 10.5   Appointment of Co-Trustee or Separate Trustee................. 31

                                 ARTICLE XI
                                MISCELLANEOUS

SECTION 11.1   Supplements and Amendments.................................... 32
SECTION 11.2   No Legal Title to Owner Trust Estate in Certificateholders.... 34
SECTION 11.3   Limitation on Rights of Others................................ 34
SECTION 11.4   Notices....................................................... 34
SECTION 11.5   Severability.................................................. 35
SECTION 11.6   Separate Counterparts......................................... 35
SECTION 11.7   Successors and Assigns........................................ 35
SECTION 11.8   Covenants of the Depositor.................................... 35
SECTION 11.9   No Petition................................................... 35
SECTION 11.10  No Recourse................................................... 35
SECTION 11.11  Headings...................................................... 36
SECTION 11.12  Governing Law................................................. 36
SECTION 11.13  Depositor Payment Obligation.................................. 36
SECTION 11.14  Certificates Nonassessable and Fully Paid..................... 36
SECTION 11.15  Ratification of Prior Actions................................. 36
SECTION 11.16  Third-Party Beneficiary....................................... 36

                                    EXHIBITS

EXHIBIT A      Form of Certificate
EXHIBIT B      Form of Certificate of Trust

                                      iii



          AMENDED AND RESTATED TRUST AGREEMENT, dated as of [__________], 20[__]
(as amended, supplemented or otherwise modified and in effect from time to time,
this "Agreement"), between CARMAX AUTO FUNDING LLC, a Delaware limited liability
company, as depositor (the "Depositor"), and [____________________], a
[____________________], as owner trustee and not in its individual capacity (in
such capacity, the "Owner Trustee").

          WHEREAS, the CarMax Auto Owner Trust 20[__]-[__] was created on
[__________], 20[__] pursuant to (i) a Trust Agreement dated as of [__________],
20[__] between the Depositor and the Owner Trustee (the "Initial Trust
Agreement"), and (ii) the filing of a certificate of trust with the Secretary of
State of the State of Delaware on [__________], 20[__]; and

          WHEREAS, the Depositor and the Owner Trustee wish to amend and restate
the Initial Trust Agreement on the terms and conditions hereinafter set forth;

          NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Depositor and the Owner
Trustee hereby agree as follows:

                                    ARTICLE I
                                   DEFINITIONS

          SECTION 1.1   Definitions. Except as otherwise specified herein or as
the context may otherwise require, the following terms shall have the respective
meanings set forth below for all purposes of this Agreement.

          "Accountants" shall have the meaning specified in Section 5.5.

          "Book-Entry Certificates" shall mean a beneficial interest in the
Certificates, ownership and transfers of which shall be made through book
entries by a Clearing Agency as described in Section 3.10.

          "CarMax" shall mean CarMax Auto Superstores, Inc., a Virginia
corporation, and its successors and assigns.

          "CarMax Funding" shall mean CarMax Auto Funding LLC, a Delaware
limited liability company, and its successors and assigns.

          "Certificate" shall mean a physical certificate evidencing the
beneficial interest of a Certificateholder in the Owner Trust Estate,
substantially in the form of Exhibit A to this Agreement. Such certificate shall
entitle the Holder thereof to distributions pursuant to this Agreement from
collections and other proceeds in respect of the Owner Trust Estate; provided,
however, that the Owner Trust Estate has been pledged to the Indenture Trustee
to secure payment of the Notes and that the rights of the Certificateholders to
receive distributions on the Certificates are subordinated to the rights of the
Noteholders as described in the Sale and Servicing Agreement and the Indenture.



          "Certificate Balance" shall mean, at any time, as the context may
require, (i) with respect to all of the Certificates, an amount equal to,
initially, the Initial Certificate Balance and, thereafter, an amount equal to
the Initial Certificate Balance as reduced from time to time by all amounts
allocable to principal previously distributed to the Certificateholders or (ii)
with respect to any Certificate, an amount equal to, initially, the initial
denomination of such Certificate and, thereafter, an amount equal to such
initial denomination as reduced from time to time by all amounts allocable to
principal previously distributed in respect of such Certificate; provided,
however, that in determining whether the Holders of Certificates evidencing the
requisite percentage of the Certificate Balance have given any request, demand,
authorization, direction, notice, consent or waiver hereunder or under any other
Transaction Document, Certificates owned by the Trust, any other obligor upon
the Certificates, the Depositor, the Seller, the Servicer or any Affiliate of
any of the foregoing Persons shall be disregarded and deemed to be excluded from
the Certificate Balance (unless such Persons own 100% of the Certificate Balance
of the Certificates), except that, in determining whether the Indenture Trustee
or the Owner Trustee shall be protected in relying on any such request, demand,
authorization, direction, notice, consent or waiver, only Certificates that a
Responsible Officer of the Indenture Trustee or the Owner Trustee, as
applicable, knows to be so owned shall be so disregarded; and, provided further,
that Certificates that have been pledged in good faith may be regarded as
included in the Certificate Balance if the pledgee establishes to the
satisfaction of the Indenture Trustee or the Owner Trustee, as applicable, the
pledgee's right so to act with respect to such Certificates and that the pledgee
is not the Trust, any other obligor upon the Certificates, the Depositor, the
Seller, the Servicer or any Affiliate of any of the foregoing Persons.

          "Certificate Depository Agreement" shall mean the Letter of
Representations, dated [__________], 20[__], among the Issuer, the Indenture
Trustee, the Owner Trustee and The Depository Trust Company, as the initial
Clearing Agency, relating to the Certificates.

          "Certificate of Trust" shall mean the Certificate of Trust in the form
of Exhibit B filed for the Trust pursuant to Section 3810(a) of the Statutory
Trust Statute.

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

          "Certificate Payment Account" shall have the meaning specified in
Section 5.1.

          "Certificate Register" shall have the meaning specified in Section
3.4.

          "Certificate Registrar" shall have the meaning specified in Section
3.4.

          "Certificateholder" shall mean a Person in whose name a Certificate is
registered on the Certificate Register.

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

                                       2



          "Corporate Trust Office" shall mean the principal office of the Owner
Trustee at which at any particular time its corporate trust business shall be
administered, which office at date of execution of this Agreement is located at
[____________________], [____________________], Attention:
[____________________], or at such other address as the Owner Trustee may
designate from time to time by notice to the Certificateholders, the Indenture
Trustee, the Depositor and the Servicer, or the principal corporate trust office
of any successor Owner Trustee at the address designated by such successor Owner
Trustee by notice to the Certificateholders, the Indenture Trustee, the
Depositor and the Servicer.

          "Definitive Certificates" shall have the meaning specified in Section
3.10.

          "Depositor" shall mean CarMax Funding in its capacity as depositor
under this Agreement.

          "ERISA" shall mean the Employee Retirement Income Security Act of
1974, as amended.

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

          "Expenses" shall have the meaning specified in Section 8.2.

          "Final Distribution Date" shall mean the [__________] 20[__]
Distribution Date.

          "Holder" or "Certificateholder" shall mean a Person in whose name a
Certificate is registered in the Certificate Register.

          "Indemnified Parties" shall have the meaning specified in Section 8.2.

          "Indenture" shall mean the Indenture, dated as of [__________],
20[__], between the Trust and the Indenture Trustee, as amended, supplemented or
otherwise modified and in effect from time to time.

          "Indenture Trustee" shall mean [____________________], a
[____________________], not in its individual capacity but solely as Indenture
Trustee under the Indenture, and any successor Indenture Trustee under the
Indenture.

          "Initial Certificate Balance" shall mean $[_______________].

          "Owner Trust Estate" shall mean all right, title and interest of the
Trust in, to and under the property and rights assigned to the Trust pursuant to
Article II of the Sale and Servicing Agreement.

          "Owner Trustee" shall mean [____________________], a
[____________________], not in its individual capacity but solely as Owner
Trustee under this Agreement, and any successor Owner Trustee under this
Agreement.

                                       3



          "Paying Agent" shall mean the Owner Trustee or any successor paying
agent or co-paying agent appointed pursuant to Section 3.9 who is authorized by
the Owner Trustee to make distributions from the Certificate Payment Account on
behalf of the Trust.

          "Plan" shall have the meaning specified in Section 3.4.

          "Plan Asset Regulation" shall mean 29 C.F.R. Section 2510.3-101 issued
by The United States Department of Labor concerning the definition of what
constitutes the assets of a Plan with respect to such Plan's investment in an
entity for purposes of the fiduciary responsibility provisions of Title I of
ERISA and Section 4975 of the Code.

          "Prepayment Date" shall mean the Distribution Date specified by the
Servicer pursuant to Section 9.2(b).

          "Prepayment Price" shall mean, with respect to any prepayment of
Certificates pursuant to Section 9.2, an amount equal to the sum of (i) the
Certificate Balance as of the related Prepayment Date plus (ii) the amount of
accrued but unpaid interest on such Certificate Balance to but excluding such
Prepayment Date.

          "PTCE 95-60" shall have the meaning specified in Section 3.4.

          "Rating Agency Condition" shall mean, with respect to any action, that
each Rating Agency shall have been given prior notice of such action and (i)
shall have notified the Depositor, the Owner Trustee and the Insurer in writing
that such action will not result in a reduction or withdrawal of the
then-current rating assigned by such Rating Agency to any Class of Notes or the
Certificates and (ii) shall have confirmed to the Insurer that such action will
not result in a withdrawal or reduction below investment grade of the then
current shadow rating assigned by such Rating Agency to any class of Notes or
the Certificates, in each case without giving effect to the benefit of the
Policy.

          "Record Date" shall mean, with respect to any Distribution Date or
Prepayment Date, the close of business on the Business Day preceding such
Distribution Date or Prepayment Date; provided, however, that if Definitive
Certificates have been issued pursuant to Section 3.12, Record Date shall mean,
with respect to any Distribution Date or Prepayment Date, the last Business Day
of the calendar month preceding such Distribution Date or Prepayment Date.

          "Residual Interest" shall mean the right to receive the amounts in
respect of the Owner Trust Estate that are distributable to the Seller pursuant
to this Agreement, the Sale and Servicing Agreement or the Indenture.

          "Responsible Officer" shall mean (i) in the case of the Indenture
Trustee, any managing director, principal, vice president, assistant vice
president, assistant secretary, assistant treasurer or trust officer of the
Indenture Trustee or any other officer of the Indenture Trustee customarily
performing functions similar to those performed by any of the above designated
officers and, with respect to a particular corporate trust matter, any other
officer of the Indenture Trustee to whom such matter is referred because of such
officer's knowledge of and familiarity with the particular subject and (ii) in
the case of the Owner Trustee, any vice president, assistant vice president,
assistant secretary, assistant treasurer, trust officer or financial services
officer of

                                       4



the Owner Trustee or any other officer of the Owner Trustee customarily
performing functions similar to those performed by any of the above designated
officers and with direct responsibility for the administration of the Trust and,
with respect to a particular corporate trust matter, any other officer of the
Owner Trustee to whom such matter is referred because of such officer's
knowledge of and familiarity with the particular subject.

          "Sale and Servicing Agreement" shall mean the Sale and Servicing
Agreement, dated as of [__________], 20[__], by and among the Trust, the
Depositor and the Servicer, as amended, supplemented or otherwise modified and
in effect from time to time.

          "Secretary of State" shall mean the Secretary of State of the State of
Delaware.

          "Securities Act" shall mean the Securities Act of 1933, as amended.

          "Statutory Trust Statute" shall mean Chapter 38 of Title 12 of the
Delaware Code, 12 Del. Code section 3801 et seq., as the same may be amended,
supplemented or otherwise modified and in effect from time to time.

          "Transfer" shall mean a sale, transfer, assignment, participation,
pledge or other disposition of a Certificate.

          "Treasury Regulations" shall mean regulations, including proposed or
temporary regulations, promulgated under the Code. All references herein to
specific provisions of proposed or temporary Treasury Regulations shall include
analogous provisions of final Treasury Regulations or other successor Treasury
Regulations.

          "Trust" shall mean the CarMax Auto Owner Trust 20[__]-[__] created as
a Delaware statutory trust pursuant to this Agreement and the filing of the
Certificate of Trust.

          SECTION 1.2   Other Definitional Provisions.

          (a)  Capitalized terms used herein and not otherwise defined herein
have the meanings assigned to them in the Sale and Servicing Agreement or, if
not defined therein, in the Indenture.

          (b)  All terms defined in this Agreement shall have the defined
meanings when used in any certificate or other document made or delivered
pursuant hereto unless otherwise defined therein.

          (c)  As used in this Agreement and in any certificate or other
documents made or delivered pursuant hereto or thereto, accounting terms not
defined in this Agreement or in any such certificate or other document, and
accounting terms partly defined in this Agreement or in any such certificate or
other document to the extent not defined, shall have the respective meanings
assigned to them under generally accepted accounting principles. To the extent
that the definitions of accounting terms in this Agreement or in any such
certificate or other document are inconsistent with the meanings of such terms
under generally accepted accounting principles, the definitions contained in
this Agreement or in any such certificate or other document shall control.

                                       5



          (d)  The words "hereof," "herein" and "hereunder" and words of similar
import when used in this Agreement shall refer to this Agreement as a whole and
not to any particular provision of this Agreement. Article, Section and Exhibit
references contained in this Agreement are references to Articles, Sections and
Exhibits in or to this Agreement unless otherwise specified. The term
"including" shall mean "including without limitation."

          (e)  The definitions contained in this Agreement are applicable to the
singular as well as the plural forms of such terms and to the masculine as well
as to the feminine and neuter genders of such terms.

          (f)  Any agreement, instrument or statute defined or referred to
herein or in any instrument or certificate delivered in connection herewith
means such agreement, instrument or statute as from time to time amended,
modified or supplemented and includes (in the case of agreements or instruments)
references to all attachments thereto and instruments incorporated therein.
References to a Person are also to its permitted successors and assigns.

                                   ARTICLE II
                            ORGANIZATION OF THE TRUST

          SECTION 2.1   Name. The Trust shall be known as "CarMax Auto Owner
Trust 20[__]-[__]," in which name the Owner Trustee may conduct the business of
the Trust, make and execute contracts and other instruments on behalf of the
Trust and sue and be sued on behalf of the Trust.

          SECTION 2.2   Office. The office of the Trust shall be in care of the
Owner Trustee at the Corporate Trust Office or at such other address as the
Owner Trustee may designate by written notice to the Certificateholders and the
Depositor.

          SECTION 2.3   Purposes and Powers. The purpose of the Trust is, and
the Trust shall have the power and authority, to engage solely in the following
activities:

               (i)   to issue the Notes pursuant to the Indenture and the
     Certificates pursuant to this Agreement, and to sell the Notes and the
     Certificates upon the written order of the Depositor;

               (ii)  to use the proceeds of the sale of the Notes and the
     Certificates, at the direction of the Depositor, to fund the Reserve
     Account, to pay the organizational, start-up and transactional expenses of
     the Trust and to pay the balance to the Seller, as holder of the Residual
     Interest, pursuant to the Sale and Servicing Agreement;

               (iii) to pay interest on and principal of the Notes and the
     Certificates and to pay Excess Collections to the Seller, as holder of the
     Residual Interest;

               (iv)  to assign, grant, transfer, pledge, mortgage and convey
     the Owner Trust Estate (other than the Certificate Payment Account and the
     proceeds thereof) to the Indenture Trustee pursuant to the Indenture;

                                       6



               (v)   to enter into and perform its obligations under the
     Transaction Documents to which it is to be a party;

               (vi)  to engage in those activities, including entering into
     agreements, that are necessary, suitable or convenient to accomplish the
     foregoing or are incidental thereto or connected therewith; and

               (vii) subject to compliance with the Transaction Documents, to
     engage in such other activities as may be required in connection with
     conservation of the Owner Trust Estate and the making of distributions to
     the Noteholders and the Certificateholders.

          The Trust is hereby authorized to engage in the foregoing activities.
The Trust shall not engage in any activity other than in connection with the
foregoing or other than as required or authorized by the terms of this Agreement
or the other Transaction Documents.

          SECTION 2.4   Appointment of Owner Trustee. The Depositor hereby
appoints the Owner Trustee as trustee of the Trust effective as of the date
hereof, to have all the rights, powers and duties set forth herein and in the
Statutory Trust Statute.

          SECTION 2.5   Initial Capital Contribution of Owner Trust Estate. The
Depositor has sold, assigned, transferred, conveyed and set over to the Owner
Trustee the sum of $1,000. The Owner Trustee hereby acknowledges receipt in
trust from the Depositor of such amount, which amount constituted the initial
Owner Trust Estate and was deposited in the Certificate Payment Account. The
Depositor shall pay organizational expenses of the Trust as they may arise or
shall, upon the request of the Owner Trustee, promptly reimburse the Owner
Trustee for any such expenses paid by the Owner Trustee.

          SECTION 2.6   Declaration of Trust. The Owner Trustee hereby declares
that it will hold the Owner Trust Estate in trust upon and subject to the
conditions set forth herein for the use and benefit of the Certificateholders,
subject to the obligations of the Trust under the Transaction Documents. It is
the intention of the parties hereto that (i) the Trust constitute a statutory
trust under the Statutory Trust Statute and that this Agreement constitute the
governing instrument of such statutory trust and (ii) solely for income and
franchise tax purposes, the Trust shall be treated (A) if it has one beneficial
owner, as a non-entity and (B) if it has more than one beneficial owner, as a
partnership, with the assets of the partnership being the Receivables and other
assets held by the Trust, the partners of the partnership being the
Certificateholders and the Notes constituting indebtedness of the partnership.
Unless otherwise required by the appropriate tax authorities, the Trust shall
file or cause to be filed annual or other necessary returns, reports and other
forms consistent with the characterization of the Trust either as a nonentity or
as a partnership for such tax purposes. Effective as of the date hereof, the
Owner Trustee shall have all rights, powers and duties set forth herein and in
the Statutory Trust Statute with respect to accomplishing the purposes of the
Trust. The parties have caused the filing of the Certificate of Trust with the
Secretary of State.

                                       7



          SECTION 2.7   Liability of Certificateholders. The Certificateholders
shall be entitled to the same limitation of personal liability extended to
stockholders of private corporations organized under the general corporation law
of the State of Delaware.

          SECTION 2.8   Title to Trust Property. Legal title to the entirety of
the Owner Trust Estate shall be vested at all times in the Trust as a separate
legal entity, except where applicable law in any jurisdiction requires title to
any part of the Owner Trust Estate to be vested in a trustee or trustees, in
which case title shall be deemed to be vested in the Owner Trustee, a co-trustee
and/or a separate trustee, as the case may be.

          SECTION 2.9   Situs of Trust. The Trust shall be located and
administered in the State of Delaware or the State of New York. All bank
accounts maintained by the Owner Trustee on behalf of the Trust shall be located
in the State of Delaware or the State of New York. The Trust shall not have any
employees in any state other than the State of Delaware; provided, however, that
nothing herein shall restrict or prohibit the Owner Trustee from having
employees within or without the State of Delaware. Payments will be received by
the Trust only in the State of Delaware or the State of New York, and payments
will be made by the Trust only from the State of Delaware or the State of New
York. The principal office of the Trust will be at the Corporate Trust Office in
the State of New York.

          SECTION 2.10  Representations and Warranties of the Depositor. The
Depositor hereby represents and warrants to the Owner Trustee that:

               (i)   the Depositor has been duly organized and is validly
     existing as a limited liability company in good standing under the laws of
     the State of Delaware, has the power, authority and legal right to own its
     properties and to conduct its business as such properties are currently
     owned and such business is currently conducted, and has the power,
     authority and legal right to acquire, own and sell the Receivables;

               (ii)  the Depositor is duly qualified to do business as a
     foreign limited liability company in good standing and has obtained all
     necessary licenses and approvals in each jurisdiction in which the failure
     to so qualify or to obtain such licenses and approvals would materially and
     adversely affect the performance by the Depositor of its obligations under,
     or the validity or enforceability of, this Agreement, any of the other
     Transaction Documents to which the Depositor is a party, the Receivables,
     the Notes or the Certificates;

               (iii) the Depositor has the power and authority to execute,
     deliver and perform its obligations under this Agreement and the other
     Transaction Documents to which it is a party, and the Depositor has the
     power and authority to sell, assign, transfer and convey the property to be
     sold and transferred to and deposited with the Trust and has duly
     authorized such transfer and deposit by all necessary limited liability
     company action, and the execution, delivery and performance of this
     Agreement and the other Transaction Documents to which the Depositor is a
     party have been duly authorized by the Depositor by all necessary limited
     liability company action;

                                       8



               (iv)  the execution, delivery and performance by the Depositor
     of this Agreement and the other Transaction Documents to which the
     Depositor is a party, the consummation of the transactions contemplated
     hereby and thereby and the fulfillment of the terms hereof and thereof will
     not conflict with, result in a breach of any of the terms and provisions of
     or constitute (with or without notice or lapse of time or both) a default
     under the articles of formation or limited liability company agreement of
     the Depositor or any material indenture, agreement, mortgage, deed of trust
     or other instrument to which the Depositor is a party or by which the
     Depositor is bound or to which any of its properties are subject, or result
     in the creation or imposition of any lien upon any of its properties
     pursuant to the terms of any such indenture, agreement, mortgage, deed of
     trust or other instrument (other than pursuant to this Agreement), or
     violate any law, order, rule or regulation applicable to the Depositor or
     its properties of any federal or state regulatory body, court,
     administrative agency or other governmental instrumentality having
     jurisdiction over the Depositor or any of its properties;

               (v)   there are no proceedings or investigations pending or, to
     the knowledge of the Depositor, threatened against the Depositor before any
     court, regulatory body, administrative agency or other governmental
     instrumentality having jurisdiction over the Depositor or its properties
     (A) asserting the invalidity of this Agreement, the Sale and Servicing
     Agreement, the Indenture, any of the other Transaction Documents, the Notes
     or the Certificates, (B) seeking to prevent the issuance of the Notes or
     the Certificates or the consummation of any of the transactions
     contemplated by this Agreement, the Sale and Servicing Agreement, the
     Indenture or any of the other Transaction Documents, (C) seeking any
     determination or ruling that would materially and adversely affect the
     performance by the Depositor of its obligations under, or the validity or
     enforceability of, this Agreement, the Sale and Servicing Agreement, the
     Indenture, any of the other Transaction Documents, the Receivables, the
     Notes or the Certificates, or (D) that would adversely affect the federal
     tax attributes or Applicable Tax State franchise or income tax attributes
     of the Trust or of the Notes or the Certificates; and

               (vi)  the representations and warranties of the Depositor in
     Section 3.01 of the Receivables Purchase Agreement are true and correct.

          SECTION 2.11  Federal Income Tax Matters. The Certificateholders and
the Certificate Owners acknowledge that it is their intent and that they
understand it is the intent of the Depositor and the Servicer that, for purposes
of federal income, state and local income and franchise tax and any other income
taxes, the Trust will be treated either as a disregarded entity under Treasury
Regulation Section 301.7701-3 or as a partnership, and that the
Certificateholders will be treated as partners in that partnership. The holder
of the Residual Interest and the Certificateholders by acceptance of a
Certificate agree to such treatment and agree to take no action inconsistent
with such treatment. For each taxable year (or portion thereof), other than
periods in which there is only one Certificateholder:

               (i)   amounts paid to the Certificateholders for such year (or
     other period) shall be treated as a guaranteed payment within the meaning
     of Section 707(c) of the Code and the Certificateholders shall be allocated
     losses for federal income tax purposes

                                       9



     to the extent such losses cannot be allocated to the holder the Residual
     Interest consistent with the requirement that such allocation have
     substantial economic effect pursuant to Section 704(b) of the Code; and

               (ii)  all remaining net income or net loss, as the case may be,
     of the Trust for such year (or other period) as determined for federal
     income tax purposes (and each item of income, gain, credit, loss or
     deduction entering into the computation thereof) shall be allocated to the
     holder of the Residual Interest.

          The Depositor is authorized to modify the allocations in this Section
2.11 if necessary or appropriate, in its sole discretion, for the allocations to
reflect fairly the economic income, gain or loss to the holder of the Residual
Interest or the Certificateholders or as otherwise required by the Code.

                                   ARTICLE III
                     CERTIFICATES AND TRANSFER OF INTERESTS

          SECTION 3.1   Initial Ownership. Upon the formation of the Trust by
the contribution by the Depositor pursuant to Section 2.5 and until the issuance
of the Certificates, the Depositor shall be the sole beneficiary of the Trust.

          SECTION 3.2   The Certificates. The Certificates shall be issued in
one or more registered, definitive, physical certificates, in the form set forth
in Exhibit A, in minimum denominations of at least $1,000 and integral multiples
of $1,000 in excess thereof; provided, however, that a single Certificate may be
issued in a denomination equal to the Initial Certificate Balance less the
aggregate denominations of all other Certificates or a denomination less than
$1,000.

          The Certificates may be in printed or typewritten form and shall be
executed on behalf of the Trust by manual or facsimile signature of an
authorized officer of the Owner Trustee. Certificates bearing the manual or
facsimile signatures of individuals who were, at the time when such signatures
shall have been affixed, authorized to sign on behalf of the Trust, shall be
validly issued and entitled to the benefits of this Agreement, notwithstanding
that such individuals or any of them shall have ceased to be so authorized prior
to the authentication and delivery of such Certificates or did not hold such
offices at the date of authentication and delivery of such Certificates.

          If Transfer of the Certificates is permitted pursuant to this Section
3.2 and Section 3.4, a transferee of a Certificate shall become a
Certificateholder, and shall be entitled to the rights and subject to the
obligations of a Certificateholder hereunder upon such transferee's acceptance
of a Certificate duly registered in such transferee's name pursuant to Section
3.4.

          SECTION 3.3   Authentication of Certificates. Concurrently with the
initial sale of the Receivables to the Trust pursuant to the Sale and Servicing
Agreement, the Owner Trustee shall cause the Certificates, in an aggregate
principal amount equal to the Initial Certificate Balance, to be executed on
behalf of the Trust, authenticated and delivered to or upon the written order of
the Depositor, signed by its president, any vice president, any assistant vice
president, its treasurer, any assistant treasurer, its secretary or any
assistant secretary, without

                                       10



further limited liability company action by the Depositor, in authorized
denominations. No Certificate shall entitle its Holder to any benefit under this
Agreement, or shall be valid for any purpose, unless there shall appear on such
Certificate a certificate of authentication substantially in the form set forth
in Exhibit A executed by the Owner Trustee by manual signature, which
authentication shall constitute conclusive evidence that such Certificate shall
have been duly authenticated and delivered hereunder. All Certificates shall be
dated the date of their authentication. Upon issuance, authentication and
delivery pursuant to the terms hereof, the Certificates will be entitled to the
benefits of this Agreement.

          SECTION 3.4   Registration of Certificates; Transfer and Exchange of
Certificates.

          (a)  The Owner Trustee initially shall be the registrar (the
"Certificate Registrar") for the purpose of registering Certificates and
Transfers of Certificates as herein provided. The Certificate Registrar shall
cause to be kept, at the office or agency maintained pursuant to Section 3.8, a
register (the "Certificate Register") in which, subject to such reasonable
regulations as it may prescribe, the Certificate Registrar shall provide for the
registration of Certificates and the registration of Transfers of Certificates.
Upon any resignation of any Certificate Registrar, the Owner Trustee shall, upon
receipt of written instructions from the Depositor, promptly appoint a
successor.

          (b)  The Certificates may not be acquired by or for the account of (i)
an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject
to the provisions of Title 1 of ERISA, (ii) a plan described in Section
4975(e)(1) of the Code or (iii) any entity whose underlying assets include plan
assets by reason of a plan's investment in the entity (each, a "Plan"). Each
Certificate Owner, by its acceptance of a Certificate, shall be deemed to have
represented and warranted that such Certificate Owner (A) is not a Plan and is
not a Person acting on behalf of a Plan or a Person using the assets of a Plan
to effect the transfer of such Certificate, and (B) is not an insurance company
purchasing a Certificate with funds contained in an "insurance company general
account" (as defined in Section V(e) of Prohibited Transaction Class Exemption
95-60 ("PTCE 95-60")) that includes the assets of a Plan for purposes of the
Plan Asset Regulation.

          Any person who is not an affiliate of the Seller and acquires more
than 49.9% of the Certificates will be deemed to represent that it is not a
party in interest (within the meaning of ERISA) or a disqualified person (within
the meaning of Section 4975(e)(2) of the Code) with respect to any Plan, other
than a Plan that it sponsors for the benefit of its employees, and that no Plan
with respect to which it is a party in interest has or will acquire any interest
in the Notes.

          To the extent permitted under applicable law (including, but not
limited to, ERISA), neither the Owner Trustee nor the Certificate Registrar
shall be under any liability to any Person for any registration of transfer of
any Certificate that is in fact not permitted or for taking any other action
with respect to such Certificate under the provisions of this Agreement so long
as such transfer was registered by the Owner Trustee or the Certificate
Registrar in accordance with this Agreement.

                                       11



          (c)  Upon surrender for registration of Transfer of any Certificate at
the office or agency of the Certificate Registrar to be maintained as provided
in Section 3.8, and upon compliance with any provisions of this Agreement
relating to such Transfer, the Owner Trustee shall execute on behalf of the
Trust and the Owner Trustee shall authenticate and deliver to the
Certificateholder making such surrender, in the name of the designated
transferee or transferees, one or more new Certificates in any authorized
denomination evidencing the same aggregate interest in the Trust. Each
Certificate presented or surrendered for registration of Transfer or exchange
shall be accompanied by a written instrument of transfer and accompanied by IRS
Form W-8 BEN, W-8 ECI or W-9, as applicable, in form satisfactory to the Owner
Trustee and the Certificate Registrar, duly executed by the Certificateholder or
his attorney duly authorized in writing. Each Certificate presented or
surrendered for registration of Transfer or exchange shall be canceled and
subsequently disposed of by the Certificate Registrar in accordance with its
customary practice. No service charge shall be made for any registration of
Transfer or exchange of Certificates, but the Owner Trustee or the Certificate
Registrar may require payment of a sum sufficient to cover any tax or
governmental charge that may be imposed in connection with any Transfer or
exchange of Certificates.

          SECTION 3.5 Mutilated, Destroyed, Lost or Stolen Certificates.

          (a)  If (i) any mutilated Certificate is surrendered to the
Certificate Registrar, or the Certificate Registrar receives evidence to its
satisfaction of the destruction, loss or theft of any Certificate, and (ii)
there is delivered to the Certificate Registrar and the Owner Trustee such
security or indemnity as may be required by them to hold each of the Trust, the
Certificate Registrar and the Owner Trustee harmless, then, in the absence of
notice to the Trust, the Certificate Registrar or the Owner Trustee that such
Certificate has been acquired by a "protected purchaser" (as defined in the
Relevant UCC), the Owner Trustee shall execute on behalf of the Trust and the
Owner Trustee shall authenticate and deliver, in exchange for, or in lieu of,
any such mutilated, destroyed, lost or stolen Certificate, as the case may be, a
replacement Certificate, as the case may be, of like tenor and denomination;
provided, however, that if any such destroyed, lost or stolen Certificate, but
not a mutilated Certificate, shall have become or within seven (7) days of the
Certificate Registrar's receipt of evidence to its satisfaction of such
destruction, loss or theft shall be due and payable, or shall have been called
for prepayment in whole pursuant to Section 9.2, instead of issuing a
replacement Certificate, the Owner Trustee may direct the Paying Agent to pay
such destroyed, lost or stolen Certificate when so due or payable or upon the
Prepayment Date without surrender thereof. If, after the delivery of such
replacement Certificate or payment of a destroyed, lost or stolen Certificate
pursuant to the proviso to the preceding sentence, a "protected purchaser" (as
defined in the Relevant UCC) of the original Certificate in lieu of which such
replacement Certificate was issued presents for payment such original
Certificate, the Trust and the Owner Trustee shall be entitled to recover such
replacement Certificate (or such payment) from the Person to whom such
replacement Certificate was delivered or any Person taking such replacement
Certificate from such Person to whom such replacement Certificate was delivered
or any assignee of such Person, except a "protected purchaser" (as defined in
the Relevant UCC), and shall be entitled to recover upon the security or
indemnity provided therefor to the extent of any loss, damage, cost or expense
incurred by the Trust or the Owner Trustee in connection therewith.

                                       12



          (b)  Upon the issuance of any replacement Certificate under this
Section 3.5, the Trust may require the payment by the Holder of such Certificate
of a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with such issuance and any other reasonable expenses
(including the fees and expenses of the Owner Trustee) related thereto.

          (c)  Every replacement Certificate issued pursuant to this Section 3.5
in replacement of any mutilated, destroyed, lost or stolen Certificate shall
constitute an original additional contractual obligation of the Trust, whether
or not the mutilated, destroyed, lost or stolen Certificate shall be at any time
enforceable by anyone, and shall be entitled to all the benefits of this
Agreement equally and proportionately with any and all other Certificates duly
issued hereunder.

          (d)  The provisions of this Section 3.5 are exclusive and shall
preclude (to the extent lawful) all other rights and remedies with respect to
the replacement or payment of mutilated, destroyed, lost or stolen Certificates.

          SECTION 3.6   Persons Deemed Owners. Prior to due presentation of a
Certificate for registration of transfer, the Owner Trustee, the Certificate
Registrar and any Paying Agent may treat the Person in whose name such
Certificate is registered in the Certificate Register (as of the day of
determination) as the owner of such Certificate for the purpose of receiving
distributions pursuant to Section 5.2 and for all other purposes whatsoever, and
none of the Owner Trustee, the Certificate Registrar or any Paying Agent shall
be bound by any notice to the contrary.

          SECTION 3.7   Access to List of Certificateholders' Names and
Addresses. The Certificate Registrar shall furnish or cause to be furnished to
the Servicer and the Depositor, or to the Indenture Trustee or the Owner
Trustee, within fifteen (15) days after receipt by the Certificate Registrar of
a written request therefor from the Servicer, the Depositor or the Indenture
Trustee or the Owner Trustee, as the case may be, a list, in such form as the
requesting party may reasonably require, of the names and addresses of the
Certificateholders as of the most recent Record Date. If three or more
Certificateholders or one or more Holders of Certificates evidencing not less
than 25% of the Certificate Balance apply in writing to the Certificate
Registrar, and such application states that the applicants desire to communicate
with other Certificateholders with respect to their rights under this Agreement
or under the Certificates and such application is accompanied by a copy of the
communication that such applicants propose to transmit, then the Certificate
Registrar shall, within five (5) Business Days after the receipt of such
application, afford such applicants access during normal business hours to the
current list of Certificateholders. Each Certificateholder, by receiving and
holding a Certificate, shall be deemed to have agreed not to hold any of the
Depositor, the Certificate Registrar or the Owner Trustee accountable by reason
of the disclosure of its name and address, regardless of the source from which
such information was derived.

          SECTION 3.8   Maintenance of Office or Agency. The Certificate
Registrar shall maintain in the Borough of Manhattan, The City of New York, an
office or offices or agency or agencies where Certificates may be surrendered
for registration of Transfer or exchange and where notices and demands to or
upon the Certificate Registrar in respect of the

                                       13



Certificates and the Transaction Documents may be served. The Certificate
Registrar shall give prompt written notice to the Depositor, the Owner Trustee
and the Certificateholders of any change in the location of the Certificate
Registrar or any such office or agency.

          SECTION 3.9   Appointment of Paying Agent. The Paying Agent shall make
distributions to Certificateholders from the Certificate Payment Account
pursuant to Section 5.2 and shall report the amounts of such distributions to
the Owner Trustee. Any Paying Agent shall have the revocable power to withdraw
funds from the Certificate Payment Account for the purpose of making the
distributions referred to above. The Owner Trustee may revoke such power and
remove the Paying Agent if the Owner Trustee determines in its sole discretion
that the Paying Agent shall have failed to perform its obligations under this
Agreement in any material respect. The Paying Agent shall initially be the Owner
Trustee and any co-paying agent chosen by the Owner Trustee. The Owner Trustee
shall be permitted to resign as Paying Agent upon thirty (30) days' written
notice to the Depositor. In the event that the Owner Trustee shall no longer be
the Paying Agent, the Owner Trustee, upon receipt of written instructions from
the Depositor and with the consent of the Insurer, shall appoint a successor to
act as Paying Agent (which shall be a bank or trust company). The Owner Trustee
shall direct such successor Paying Agent or any additional Paying Agent
appointed by the Owner Trustee to execute and deliver to the Owner Trustee an
instrument in which such successor Paying Agent or additional Paying Agent shall
agree with the Owner Trustee that as Paying Agent, such successor Paying Agent
or additional Paying Agent will hold all sums, if any, held by it for payment to
the Certificateholders in trust for the benefit of the Certificateholders
entitled thereto until such sums shall be paid to such Certificateholders. The
Paying Agent shall return all unclaimed funds to the Owner Trustee and upon
removal of a Paying Agent such Paying Agent shall also return all funds in its
possession to the Owner Trustee. The provisions of Sections 7.1, 7.3 and 8.1
shall apply to the Owner Trustee also in its role as Paying Agent, for so long
as the Owner Trustee shall act as Paying Agent and, to the extent applicable, to
any other paying agent appointed hereunder. Any reference in this Agreement to
the Paying Agent shall include any co-paying agent unless the context requires
otherwise.

          SECTION 3.10  Book-Entry Certificates. The Certificates, upon original
issuance, shall be issued as Book-Entry Certificates and shall be delivered to
The Depository Trust Company, the initial Clearing Agency, by, or on behalf of,
the Trust. The Book-Entry Certificates shall be registered initially on the
Certificate Register in the name of Cede & Co., the nominee of the initial
Clearing Agency, and no Certificate Owner shall receive a definitive Certificate
representing such Certificate Owner's interest in a Certificate except as
provided in Section 3.12. Unless and until definitive, fully registered
Certificates (the "Definitive Certificates") have been issued to the Certificate
Owners pursuant to Section 3.12:

               (i)   the provisions of this Section 3.10 shall be in full force
     and effect;

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

                                       14



               (iii) to the extent that the provisions of this Section 3.10
     conflict with any other provisions of this Agreement, the provisions of
     this Section 3.10 shall control;

               (iv)  the rights of Certificate Owners shall be exercised only
     through the Clearing Agency and shall be limited to those established by
     law and agreements between such Certificate Owners and the Clearing Agency
     and/or the Clearing Agency Participants pursuant to the Certificate
     Depository Agreement, and, unless and until Definitive Certificates have
     been issued to the Certificate Owners pursuant to Section 3.12, the initial
     Clearing Agency shall make book-entry transfers among the Clearing Agency
     Participants and receive and transmit payments of principal of and interest
     on the Certificates to such Clearing Agency Participants; and

               (v)   whenever this Agreement requires or permits actions to be
     taken based upon written instructions or directions of Holders of
     Certificates evidencing a specified percentage of the Certificate Balance,
     the Clearing Agency shall be deemed to represent such percentage only to
     the extent that it has received written instructions to such effect from
     Certificate Owners and/or Clearing Agency Participants owning or
     representing, respectively, such required percentage of the beneficial
     interest in the Certificates and has delivered such written instructions to
     the Owner Trustee.

          SECTION 3.11  Notices to Clearing Agency. Whenever a notice or other
communication to the Certificateholders is required under this Agreement, unless
and until Definitive Certificates have been issued to the Certificate Owners
pursuant to Section 3.12, the Owner Trustee shall give all such notices and
communications specified herein to be given to Holders of the Certificates to
the Clearing Agency, and shall have no obligation to such Certificate Owners.

          SECTION 3.12  Definitive Certificates. If (i) the Depositor, the
Administrator or the Servicer advises the Owner Trustee in writing that the
Clearing Agency is no longer willing or able to properly discharge its
responsibilities with respect to the Book-Entry Certificates and the
Administrator is unable to locate a qualified successor, (ii) the Depositor, at
its option, advises the Owner Trustee in writing that it elects to terminate the
book-entry system through the Clearing Agency or (iii) after the occurrence of
an Event of Servicing Termination, Certificate Owners of the Book-Entry
Certificates representing beneficial interests aggregating not less than 51% of
the Certificate Balance advise the Owner Trustee and the Clearing Agency in
writing that the continuation of a book-entry system through the Clearing Agency
is no longer in the best interests of such Certificate Owners, then the Clearing
Agency shall notify all Certificate Owners and the Owner Trustee in writing of
the occurrence of such event and of the availability of Definitive Certificates
to Certificate Owners requesting the same. Upon surrender by the Clearing Agency
to the Certificate Registrar of the Certificates representing the Book-Entry
Certificates, accompanied by registration instructions, the Owner Trustee shall
execute and authenticate the Definitive Certificates in accordance with the
instructions of the Clearing Agency. None of the Trust, the Certificate
Registrar or the Owner Trustee shall be liable for any delay in delivery of such
instructions and may conclusively rely on, and shall be protected in relying on,
such instructions. Upon the issuance of Definitive Certificates, the Owner
Trustee shall recognize the Holders of the Definitive Certificates as
Certificateholders.

                                       15



                                   ARTICLE IV
                            ACTIONS BY OWNER TRUSTEE

          SECTION 4.1   Prior Notice to Certificateholders with Respect to
Certain Matters. With respect to the following matters, the Owner Trustee shall
not take action unless (i) at least thirty (30) days before the taking of such
action, the Owner Trustee shall have notified the Certificateholders, the
Insurer and the Rating Agencies in writing of the proposed action and (ii) the
Insurer, if no Insurer Default shall have occurred and be continuing, or, if an
Insurer Default shall have occurred and be continuing, the Holders of
Certificates evidencing not less than 51% of the Certificate Balance shall not
have notified the Owner Trustee in writing prior to the 30th day after such
notice is given that the Insurer or such Holders, as applicable, have withheld
consent or provided alternative direction:

               (i)   the initiation of any claim or lawsuit by the Trust
     (except claims or lawsuits brought by the Servicer in connection with the
     collection of the Receivables) and the settlement of any action,
     proceeding, investigation, claim or lawsuit brought by or against the Trust
     (except with respect to the aforementioned claims or lawsuits for
     collection by the Servicer of the Receivables);

               (ii)  the election by the Trust to file an amendment to the
     Certificate of Trust (unless such amendment is required to be filed under
     the Statutory Trust Statute);

               (iii) the amendment of the Indenture by a supplemental indenture
     in circumstances where the consent of any Noteholder is required;

               (iv)  the amendment of the Indenture by a supplemental indenture
     in circumstances where the consent of any Noteholder is not required and
     such amendment materially adversely affects the interests of the
     Certificateholders;

               (v)   the amendment, change or modification of the Sale and
     Servicing Agreement or the Administration Agreement, except to cure any
     ambiguity or to amend or supplement any provision in a manner or add any
     provision that would not materially adversely affect the interests of the
     Certificateholders; or

               (vi)  the appointment pursuant to the Indenture of a successor
     Note Registrar, Paying Agent for the Notes or Indenture Trustee or pursuant
     to this Agreement of a successor Certificate Registrar, or the consent to
     the assignment by the Note Registrar, Paying Agent for the Notes or
     Indenture Trustee or Certificate Registrar of its obligations under the
     Indenture or this Agreement, as applicable;

provided, however, that the Owner Trustee shall not take action with respect to
any of the foregoing matters if such action would reasonably be expected to
materially adversely affect the interests of the Insurer.

          SECTION 4.2   Action by Certificateholders with Respect to Certain
Matters. The Owner Trustee may not, except upon the occurrence of an Event of
Servicing Termination subsequent to the payment in full of the Notes and in
accordance with the written direction of the Insurer, if no Insurer Default
shall have occurred and be continuing, or, if an Insurer Default

                                       16



shall have occurred and be continuing, in accordance with the written direction
of the Holders of Certificates evidencing not less than 51% of the Certificate
Balance, (i) remove the Servicer pursuant to Article VIII of the Sale and
Servicing Agreement, (ii) appoint a successor Servicer pursuant to Article VIII
of the Sale and Servicing Agreement, (iii) remove the Administrator pursuant to
Section 9 of the Administration Agreement, (iv) appoint a successor
Administrator pursuant to Section 9 of the Administration Agreement or (v) sell
the Receivables after the termination of the Indenture, except as expressly
provided in the Transaction Documents.

          SECTION 4.3   Action by Certificateholders with Respect to Bankruptcy.
The Owner Trustee shall not have the power to commence a voluntary proceeding in
bankruptcy relating to the Trust unless (i) the Notes have been paid in full and
(ii) the Insurer, if no Insurer Default shall have occurred and be continuing,
or, if an Insurer Default shall have occurred and be continuing, each
Certificateholder approves of such commencement in writing in advance and
delivers to the Owner Trustee a certificate certifying that such Person
reasonably believes that the Trust is insolvent.

          SECTION 4.4   Restrictions on Certificateholders' Power. Neither the
Insurer nor the Certificateholders shall direct the Owner Trustee to take or
refrain from taking any action if such action or inaction would be contrary to
any obligation of the Trust or the Owner Trustee under this Agreement or any of
the other Transaction Documents or would be contrary to Section 2.3, nor shall
the Owner Trustee be obligated to follow any such direction, if given.

          SECTION 4.5   Majority Control. Except as expressly provided herein,
any action that may be taken by the Certificateholders under this Agreement may
be taken by the Holders of Certificates evidencing not less than 51% of the
Certificate Balance. Except as expressly provided herein, any written notice of
the Certificateholders delivered pursuant to this Agreement shall be effective
if signed by the Holders of Certificates evidencing not less than 51% of the
Certificate Balance at the time of the delivery of such notice.

          SECTION 4.6   Certain Litigation Matters. The Owner Trustee shall
provide prompt written notice to the Depositor, the Seller, the Servicer and the
Insurer of any action, proceeding or investigation known to the Owner Trustee
that could reasonably be expected to adversely affect the Trust or the Owner
Trust Estate or the rights or obligations of the Insurer under any of the
Transaction Documents. If no Insurer Default shall have occurred and be
continuing, and neither the Depositor nor CarMax shall be actively defending any
such action, proceeding or investigation, then the Owner Trustee shall, upon
written notice from the Insurer, allow the Insurer to institute, assume or
control the defense of such action, proceeding or investigation.

                                    ARTICLE V
                   APPLICATION OF TRUST FUNDS; CERTAIN DUTIES

          SECTION 5.1   Establishment of Certificate Payment Account. Pursuant
to Section 4.1(c) of the Sale and Servicing Agreement, the Servicer has agreed
to establish, on or before the Closing Date, and maintain in the name of the
Owner Trustee at an Eligible Institution (which shall initially be the Owner
Trustee) a segregated trust account designated as the "CarMax Auto Owner Trust
20[__]-[__] Trust Account" (the "Certificate Payment Account").

                                       17



The Certificate Payment Account shall be held in trust for the benefit of the
Certificateholders. Except as expressly provided in Section 3.9, the Certificate
Payment Account shall be under the sole dominion and control of the Owner
Trustee. All monies deposited from time to time in the Certificate Payment
Account pursuant to the Sale and Servicing Agreement or the Indenture shall be
applied as provided in this Agreement, the Sale and Servicing Agreement and the
Indenture.

          SECTION 5.2   Application of Trust Funds.

          (a)  On each Distribution Date, upon receipt of written instructions
from the Servicer pursuant to Section 4.9 of the Sale and Servicing Agreement,
the Owner Trustee shall, or, if the Owner Trustee is not the Paying Agent, shall
direct the Paying Agent to, apply the amount on deposit in the Certificate
Payment Account on such Distribution Date to make the following distributions in
the following order of priority:

               (i)   to the Certificateholders, the Total Certificate Interest
     for such Distribution Date; and

               (ii)  to the Certificateholders, the Monthly Certificate
     Principal for such Distribution Date.

          If the amount on deposit in the Certificate Payment Account on any
Distribution Date is less than the amount described in clauses (i) and (ii)
above for such Distribution Date, the Owner Trustee shall, or, if the Owner
Trustee is not the Paying Agent, the Owner Trustee shall direct the Paying Agent
to, pay the available amount to the Holders of each Certificate pro rata based
on the outstanding principal amount of such Certificate as of such Distribution
Date.

          (b)  On each Distribution Date, the Owner Trustee shall, or, if the
Owner Trustee is not the Paying Agent, the Owner Trustee shall direct the Paying
Agent to, send to each Certificateholder the statement provided to the Owner
Trustee by the Servicer pursuant to Section 4.9 of the Sale and Servicing
Agreement with respect to such Distribution Date.

          (c)  In the event that any withholding tax is imposed on any Trust
payment (or any allocation of income) to a Certificateholder, such tax shall
reduce the amount otherwise distributable to the Certificateholder in accordance
with this Section 5.2. The Owner Trustee and each Paying Agent are hereby
authorized and directed to retain from amounts otherwise distributable to the
Certificateholders sufficient funds for the payment of any such withholding tax
that is legally owed by the Trust (but such authorization shall not prevent the
Owner Trustee from contesting any such tax in appropriate proceedings, and
withholding payment of such tax, if permitted by law, pending the outcome of
such proceedings). The amount of any withholding tax imposed with respect to a
Certificateholder shall be treated as cash distributed to such Certificateholder
at the time it is withheld by the Trust and remitted to the appropriate taxing
authority. If there is a possibility that withholding tax is payable with
respect to a distribution (such as a distribution to a non-U.S.
Certificateholder), the Owner Trustee may withhold such amounts in accordance
with this Section 5.2. If a Certificateholder wishes to apply for a refund of
any such withholding tax, the Owner Trustee shall reasonably cooperate with such

                                       18



Certificateholder in making such claim so long as such Certificateholder agrees
to reimburse the Owner Trustee for any out-of-pocket expenses incurred.

          SECTION 5.3   Method of Payment. Subject to Section 9.1(c),
distributions required to be made to Certificateholders on any Distribution Date
shall be made to each Certificateholder of record on the preceding Record Date
either by wire transfer, in immediately available funds, to the account of such
Holder at a bank or other entity having appropriate facilities therefor, if (i)
such Certificateholder shall have provided to the Certificate Registrar and the
Paying Agent appropriate written instructions at least five (5) Business Days
prior to such Distribution Date and such Certificateholder is a Clearing Agency
(or its nominee), or (ii) such Certificateholder is the Depositor or, if not, by
check mailed to such Certificateholder at the address of such Holder appearing
in the Certificate Register. Notwithstanding the foregoing, the final
distribution in respect of any Certificate (whether on the Final Distribution
Date or otherwise) will be payable only upon presentation and surrender of such
Certificate at the office or agency maintained for that purpose by the
Certificate Registrar pursuant to Section 3.8.

          SECTION 5.4   No Segregation of Monies; No Interest. Subject to
Sections 5.1 and 5.2, monies received by the Owner Trustee hereunder need not be
segregated in any manner except to the extent required by law, the Indenture or
the Sale and Servicing Agreement and may be deposited under such general
conditions as may be prescribed by law, and the Owner Trustee shall not be
liable for any interest thereon.

          SECTION 5.5   Accounting and Reports to the Noteholders,
Certificateholders, the Internal Revenue Service and Others. The Owner Trustee
shall, based on information provided by the Seller, (i) maintain (or cause to be
maintained) the books of the Trust on the basis of a fiscal year ending December
31, and based on the accrual method of accounting, (ii) deliver to each
Certificateholder, as may be required by the Code and applicable Treasury
Regulations, such information as may be required (including Schedule K-1) to
enable such Certificateholder to prepare its federal and state income tax
returns, (iii) file such tax returns relating to the Trust (including a
partnership information return, IRS Form 1065) and make such elections as may
from time to time be required or appropriate under any applicable state or
federal statute or rule or regulation thereunder so as to maintain the Trust's
characterization as a partnership for federal income tax purposes, (iv) cause
such tax returns to be signed in the manner required by law and (v) collect or
cause to be collected any withholding tax as described in and in accordance with
Section 5.2(c) with respect to income or distributions to Certificateholders.
The Owner Trustee, on behalf of the Trust, shall elect under Section 1278 of the
Code to include in income currently any market discount that accrues with
respect to the Receivables. The Owner Trustee, on behalf of the Trust, shall not
make the election provided under Section 754 of the Code.

          The Owner Trustee may satisfy its obligations with respect to this
Section 5.5 by retaining, at the expense of the Seller, a firm of independent
public accountants (the "Accountants") selected by the Seller. The Owner Trustee
may require the Accountants to provide to the Owner Trustee, on or before March
31, 20[__], a letter in form and substance satisfactory to the Owner Trustee as
to whether any federal tax withholding on Certificates is then required and, if
required, the procedures to be followed with respect thereto to comply with the
requirements of the Code. The Accountants shall be required to update such
letter in each

                                       19



instance that any additional tax withholding is subsequently required or any
previously required tax withholding shall no longer be required. The Owner
Trustee shall be deemed to have discharged its obligations pursuant to this
Section 5.5 upon its retention of the Accountants, and the Owner Trustee shall
not have any liability with respect to the default or misconduct of the
Accountants.

          SECTION 5.6   Signature on Returns; Tax Matters Partner.

          (a)  The Owner Trustee shall sign, on behalf of the Trust, the tax
returns of the Trust.

          (b)  The Seller, as holder of the Residual Interest, shall be
designated the "tax matters partner" of the Trust pursuant to Section
6231(a)(7)(A) of the Code and applicable Treasury Regulations.

                                   ARTICLE VI
                      AUTHORITY AND DUTIES OF OWNER TRUSTEE

          SECTION 6.1   General Authority. The Owner Trustee is authorized and
directed to execute and deliver the Transaction Documents to which the Trust is
to be a party and each certificate or other document attached as an exhibit to
or contemplated by the Transaction Documents to which the Trust is to be a
party, in each case in such form as the Depositor shall approve, as evidenced
conclusively by the Owner Trustee's execution thereof and the Depositor's
execution of this Agreement, and to direct the Indenture Trustee to authenticate
and deliver Notes in the aggregate principal amount of $[_______________]
(comprised of $[_______________] in aggregate principal amount of Class A-1
Notes, $[_______________] in aggregate principal amount of Class A-2 Notes,
$[_______________] in aggregate principal amount of Class A-3 Notes and
$[_______________] in aggregate principal amount of Class A-4 Notes). In
addition to the foregoing, the Owner Trustee is authorized to take all actions
required of the Trust pursuant to the Transaction Documents. The Owner Trustee
is further authorized from time to time to take such action on behalf of the
Trust as is permitted by the Transaction Documents and which the
Certificateholders, the Servicer or the Administrator recommends in writing with
respect to the Transaction Documents, except to the extent that this Agreement
expressly requires the consent of Certificateholders for such action.

          SECTION 6.2   General Duties. It shall be the duty of the Owner
Trustee to discharge (or cause to be discharged) all of its responsibilities
pursuant to the terms of this Agreement and to administer the Trust for the
benefit of the Certificateholders, subject to the lien of the Indenture and in
accordance with the provisions of this Agreement. Notwithstanding the foregoing,
the Owner Trustee shall be deemed to have discharged (or caused to be
discharged) its duties and responsibilities hereunder to the extent the
Administrator is required in the Administration Agreement to perform any act or
to discharge such duty of the Owner Trustee or the Trust hereunder or under any
other Transaction Document, and the Owner Trustee shall not be held liable for
the default or failure of the Administrator to carry out its obligations under
the Administration Agreement.

                                       20



          SECTION 6.3   Action upon Instruction.

          (a)  Subject to Article IV, and in accordance with the terms of the
Transaction Documents, the Certificateholders may, by written instruction,
direct the Owner Trustee in the management of the Trust.

          (b)  The Owner Trustee shall not be required to take any action under
this Agreement or any other Transaction Document if the Owner Trustee shall have
reasonably determined, or shall have been advised by counsel, that such action
is likely to result in liability on the part of the Owner Trustee or is contrary
to the terms of this Agreement or any other Transaction Document or is otherwise
contrary to law.

          (c)  Subject to Article IV, whenever the Owner Trustee is unable to
decide between alternative courses of action permitted or required by the terms
of this Agreement or any other Transaction Document, the Owner Trustee shall
promptly give notice (in such form as shall be appropriate under the
circumstances) to the Insurer or the Certificateholders, as applicable,
requesting instruction as to the course of action to be adopted, and to the
extent the Owner Trustee acts in good faith in accordance with any written
instruction of the Insurer or the Certificateholders received, the Owner Trustee
shall not be liable on account of such action to any Person. If the Owner
Trustee shall not have received appropriate written instruction within ten (10)
days of such notice (or within such shorter period of time as reasonably may be
specified in such notice or may be necessary under the circumstances) it may,
but shall be under no duty to, take or refrain from taking such action, not
inconsistent with this Agreement or the other Transaction Documents, as it shall
deem to be in the best interests of the Certificateholders, and shall have no
liability to any Person for such action or inaction.

          (d)  Subject to Article IV, in the event the Owner Trustee is unsure
as to the application of any provision of this Agreement or any other
Transaction Document or any such provision is ambiguous as to its application,
or is, or appears to be, in conflict with any other applicable provision, or in
the event that this Agreement permits any determination by the Owner Trustee or
is silent or is incomplete as to the course of action that the Owner Trustee is
required to take with respect to a particular set of facts, the Owner Trustee
may give notice (in such form as shall be appropriate under the circumstances)
to the Insurer or the Certificateholders, as applicable, requesting instruction
and, to the extent that the Owner Trustee acts or refrains from acting in good
faith in accordance with any such instruction received, the Owner Trustee shall
not be liable, on account of such action or inaction, to any Person. If the
Owner Trustee shall not have received appropriate written instruction within ten
(10) days of such notice (or within such shorter period of time as reasonably
may be specified in such notice or may be necessary under the circumstances) it
may, but shall be under no duty to, take or refrain from taking such action not
inconsistent with this Agreement or the other Transaction Documents, as it shall
deem to be in the best interests of the Certificateholders and shall have no
liability to any Person for such action or inaction.

          SECTION 6.4   No Duties Except as Specified in this Agreement or in
Instructions. The Owner Trustee shall not have any duty or obligation to manage,
make any payment with respect to, register, record, sell, dispose of or
otherwise deal with the Owner Trust Estate, or to otherwise take or refrain from
taking any action under, or in connection with, any

                                       21



document contemplated hereby to which the Owner Trustee or the Trust is a party,
except as expressly provided by the terms of this Agreement or in any document
or written instruction received by the Owner Trustee pursuant to Section 6.3,
and no implied duties or obligations shall be read into this Agreement or any
other Transaction Document against the Owner Trustee. The Owner Trustee shall
have no responsibility for filing any financing or continuation statement in any
public office at any time or otherwise to perfect or maintain the perfection of
any security interest or lien granted to it hereunder or to prepare or file any
Commission filing for the Trust or to record this Agreement or any other
Transaction Document. The Owner Trustee shall, however, at its own cost and
expense, promptly take all action as may be necessary to discharge any lien
(other than the lien of the Indenture) on any part of the Owner Trust Estate
that results from actions by, or claims against, the Owner Trustee in its
individual capacity that are not related to the ownership or the administration
of the Owner Trust Estate.

          SECTION 6.5   No Action Except Under Specified Documents or
Instructions. The Owner Trustee shall not manage, control, use, sell, dispose
of or otherwise deal with any part of the Owner Trust Estate except (i) in
accordance with the powers granted to and the authority conferred upon the Owner
Trustee pursuant to this Agreement, (ii) in accordance with the other
Transaction Documents to which the Trust is a party and (iii) in accordance with
any document or written instruction delivered to the Owner Trustee pursuant to
Section 6.3.

          SECTION 6.6   Restrictions. The Owner Trustee shall not take any
action (i) that is inconsistent with the purposes of the Trust set forth in
Section 2.3 or (ii) that, to the actual knowledge of the Owner Trustee, would
(A) affect the treatment of the Notes as indebtedness for federal income or
Virginia income or franchise tax purposes, (B) be deemed to cause a taxable
exchange of the Notes for federal income or Virginia income or franchise tax
purposes or (C) cause the Trust or any portion thereof to be taxable as an
association or publicly traded partnership taxable as a corporation for federal
income or Virginia income or franchise tax purposes. The Certificateholders, the
Administrator, the Servicer and the Insurer shall not direct the Owner Trustee
to take action that would violate the provisions of this Section 6.6.

                                   ARTICLE VII
                           REGARDING THE OWNER TRUSTEE

          SECTION 7.1   Acceptance of Trusts and Duties. The Owner Trustee
accepts the trusts hereby created and agrees to perform its duties hereunder
with respect to such trusts but only upon the terms of this Agreement. The Owner
Trustee also agrees to disburse all monies actually received by it constituting
part of the Owner Trust Estate upon the terms of this Agreement. The Owner
Trustee shall not be answerable or accountable hereunder or under any other
Transaction Document under any circumstances, except (i) for its own willful
misconduct, bad faith or negligence or (ii) in the case of the inaccuracy of any
representation or warranty contained in Section 7.3 expressly made by the Owner
Trustee, in its individual capacity. In particular, but not by way of limitation
(and subject to the exceptions set forth in the preceding sentence):

               (i)    the Owner Trustee shall not be liable for any error of
     judgment made in good faith by a responsible officer of the Owner Trustee
     unless it is proved that the Owner Trustee was negligent in ascertaining
     the pertinent facts;

                                       22



               (ii)   the Owner Trustee shall not be liable with respect to any
     action taken or omitted to be taken in good faith by it in accordance with
     the provisions of this Agreement at the instructions of any
     Certificateholder, the Indenture Trustee, the Depositor, the Administrator,
     the Servicer or the Insurer;

               (iii)  no provision of this Agreement or any other Transaction
     Document shall require the Owner Trustee to expend or risk its own funds or
     otherwise incur financial liability in the performance of any of its duties
     hereunder or in the exercise of any of its rights or powers hereunder or
     under any other Transaction Document if the Owner Trustee shall have
     reasonable grounds to believe that repayment of such funds or adequate
     indemnity against such risk or liability is not reasonably assured or
     provided to it;

               (iv)   the Owner Trustee shall not be liable for any indebtedness
     evidenced by or arising under any of the Transaction Documents, including
     the principal of and interest on the Notes or the Certificates or payments
     of Excess Collections to the Seller, as holder of the Residual Interest;

               (v)    the Owner Trustee shall not be responsible for or in
     respect of the validity or sufficiency of this Agreement or for the due
     execution hereof by the Depositor or for the form, character, genuineness,
     sufficiency, value or validity of any of the Owner Trust Estate or for or
     in respect of the validity or sufficiency of the other Transaction
     Documents, other than the certificate of authentication on the
     Certificates, and the Owner Trustee shall in no event assume or incur any
     liability, duty, or obligation to any Noteholder or to any
     Certificateholder, other than as expressly provided for herein and in the
     other Transaction Documents;

               (vi)   the Owner Trustee shall not be liable for the default or
     misconduct of the Servicer, the Administrator, the Depositor or the
     Indenture Trustee under any of the Transaction Documents or otherwise, and
     the Owner Trustee shall have no obligation or liability to perform the
     obligations of the Trust under this Agreement or the other Transaction
     Documents that are required to be performed by the Administrator under the
     Administration Agreement, the Servicer under the Sale and Servicing
     Agreement or the Indenture Trustee under the Indenture;

               (vii)  the Owner Trustee shall be under no obligation to exercise
     any of the rights or powers vested in it by this Agreement, or to
     institute, conduct or defend any litigation under this Agreement or
     otherwise or in relation to this Agreement or any other Transaction
     Document, at the request, order or direction of the Insurer or any of the
     Certificateholders, unless the Insurer or such Certificateholders, as
     applicable, have offered to the Owner Trustee security or indemnity
     satisfactory to it against the costs, expenses and liabilities that may be
     incurred by the Owner Trustee therein or thereby;

               (viii) the right of the Owner Trustee to perform any
     discretionary act enumerated in this Agreement or any other Transaction
     Document shall not be construed as a duty, and the Owner Trustee shall not
     be answerable other than for its willful misconduct, bad faith or
     negligence in the performance of any such act;

                                       23



               (ix)   the Owner Trustee shall not be deemed to owe any fiduciary
     duty to the Insurer, and no implied duties or obligations with respect to
     the Insurer shall be read into this Agreement or any other Transaction
     Document against the Owner Trustee;

               (x)    in no event shall the Owner Trustee be personally liable
     (A) for special, consequential or punitive damages, (B) for the acts or
     omissions of clearing agencies or securities depositories or any of their
     respective nominees or correspondents, (C) for acts or omissions of brokers
     or dealers or (D) for any losses due to forces beyond the control of the
     Owner Trustee, including strikes, work stoppages, acts of war or terrorism,
     insurrection, revolution, nuclear or natural catastrophes or acts of God
     and interruptions, loss or malfunctions of utilities, communications or
     computer (software and hardware) services provided by third parties
     selected by the Owner Trustee with reasonable care;

               (xi)   the Owner Trustee shall have no responsibility for the
     accuracy of any information provided to Certificateholders or any other
     person that has been obtained from, or provided to the Owner Trustee by,
     any other Person; and

               (xii)  the Owner Trustee shall not be liable for any failure to
     anticipate incurring Expenses (as defined in Section 8.2) as long as the
     Owner Trustee acts in good faith based on the facts reasonably available to
     it at the time of such determination.

          SECTION 7.2   Furnishing of Documents. The Owner Trustee shall furnish
to the Certificateholders promptly upon receipt of a written request therefor,
duplicates or copies of all reports, notices, requests, demands, certificates,
financial statements and any other instruments furnished to the Owner Trustee
under the Transaction Documents.

          SECTION 7.3   Representations and Warranties.

          (a)  [RESERVED].

          (b)  The Owner Trustee, in its individual capacity, hereby represents
and warrants to the Depositor, for the benefit of the Certificateholders, that:

               (i)   it is a [____________________] duly organized and validly
     existing in good standing under the laws of [____________________] and has
     all requisite power and authority to execute, deliver and perform its
     obligations under this Agreement;

               (ii)  it has taken all action necessary to authorize the
     execution and delivery by it of this Agreement, and this Agreement will be
     executed and delivered by one of its officers who is duly authorized to
     execute and deliver this Agreement on its behalf; and

               (iii) neither the execution nor the delivery by it of this
     Agreement, nor the consummation by it of the transactions contemplated
     hereby nor compliance by it with any of the terms or provisions hereof will
     contravene any federal or [____________________] law, governmental rule or
     regulation governing the banking or trust powers of the Owner Trustee or
     any judgment or order binding on it, or constitute any default under its
     charter documents or by-laws or any indenture, mortgage, contract,

                                       24



     agreement or instrument to which it is a party or by which any of its
     properties may be bound.

          SECTION 7.4   Reliance; Advice of Counsel.

          (a)  The Owner Trustee may rely upon, shall be protected in relying
upon, and shall incur no liability to anyone in acting upon any signature,
instrument, notice, resolution, request, consent, order, certificate, report,
opinion, bond or other document or paper believed by it to be genuine and
believed by it to be signed by the proper party or parties. The Owner Trustee
may accept a certified copy of a resolution of the board of directors or other
governing body of any corporate party as conclusive evidence that such
resolution has been duly adopted by such body and that the same is in full force
and effect. As to any fact or matter the method of the determination of which is
not specifically prescribed herein, the Owner Trustee may for all purposes
hereof rely on a certificate, signed by the president or any vice president or
by the treasurer or other authorized officers of the relevant party, as to such
fact or matter and such certificate shall constitute full protection to the
Owner Trustee for any action taken or omitted to be taken by it in good faith in
reliance thereon.

          (b)  In the exercise or administration of the trusts hereunder and in
the performance of its duties and obligations under this Agreement or the other
Transaction Documents, the Owner Trustee (i) may act directly or through its
agents or attorneys pursuant to agreements entered into with any of them, and
the Owner Trustee shall not be liable for the conduct or misconduct of such
agents or attorneys if such agents or attorneys shall have been selected by the
Owner Trustee with reasonable care and (ii) may consult with counsel,
accountants and other skilled Persons to be selected with reasonable care and
employed by it. The Owner Trustee shall not be liable for anything done,
suffered or omitted in good faith by it in accordance with the written opinion
or advice of any such counsel, accountants or other such Persons and not
contrary to this Agreement or any other Transaction Document.

          SECTION 7.5   Not Acting in Individual Capacity. Except as provided
in Section 7.3, in accepting the trusts hereby created, [____________________]
acts solely as Owner Trustee hereunder and not in its individual capacity, and
all Persons having any claim against the Owner Trustee by reason of the
transactions contemplated by this Agreement or any other Transaction Document
shall look only to the Owner Trust Estate for payment or satisfaction thereof.

          SECTION 7.6   Owner Trustee Not Liable for Certificates or
Receivables. The recitals contained herein and in the Certificates (other than
the signature and countersignature of the Owner Trustee on the Certificates)
shall be taken as the statements of the Depositor, and the Owner Trustee assumes
no responsibility for the correctness thereof. The Owner Trustee makes no
representations as to the validity or sufficiency of this Agreement, any other
Transaction Document, the Certificates (other than the signature and
countersignature of the Owner Trustee on the Certificates) or the Notes, or of
any Receivable or related documents. The Owner Trustee shall at no time have any
responsibility or liability for or with respect to the legality, validity and
enforceability of any Receivable, or the perfection and priority of any security
interest created by any Receivable in any Financed Vehicle or the maintenance of
any such perfection and priority, or for or with respect to the sufficiency of
the Owner Trust Estate or its ability to generate the

                                       25



payments to be distributed to the Certificateholders or the Seller, as holder of
the Residual Interest, under this Agreement or to the Noteholders under the
Indenture, including, without limitation, the existence, condition and ownership
of any Financed Vehicle, the existence and enforceability of any insurance
thereon, the existence and contents of any Receivable on any computer or other
record thereof, the validity of the assignment of any Receivable to the Trust or
any intervening assignment, the completeness of any Receivable, the performance
or enforcement of any Receivable, the compliance by the Depositor or the
Servicer with any warranty or representation made under any Transaction Document
or in any related document, or the accuracy of any such warranty or
representation or any action of the Indenture Trustee, the Administrator or the
Servicer taken in the name of the Owner Trustee.

          SECTION 7.7   Owner Trustee May Own Certificates and Notes. The Owner
Trustee, in its individual or any other capacity, may become the owner or
pledgee of Certificates or Notes and may deal with the Depositor, the Servicer,
the Administrator and the Indenture Trustee in banking transactions with the
same rights as it would have if it were not Owner Trustee.

                                  ARTICLE VIII
                COMPENSATION AND INDEMNIFICATION OF OWNER TRUSTEE

          SECTION 8.1   Owner Trustee's Fees and Expenses. The Owner Trustee
shall receive as compensation for its services hereunder such fees as have been
separately agreed upon before the date hereof between the Servicer and the Owner
Trustee, and the Owner Trustee shall be reimbursed by the Servicer for its other
reasonable expenses hereunder, including the reasonable compensation, expenses
and disbursements of such agents, representatives, experts and counsel as the
Owner Trustee may employ in connection with the exercise and performance of its
rights and its duties hereunder.

          SECTION 8.2   Indemnification. To the fullest extent permitted by
applicable law, the initial Servicer shall be liable as prime obligor for, and
shall indemnify the Owner Trustee and its successors, assigns, agents and
servants (collectively, the "Indemnified Parties") from and against, any and all
liabilities, obligations, losses, damages, taxes, claims, actions and suits, and
any and all reasonable costs, expenses and disbursements (including reasonable
legal fees and expenses) of any kind and nature whatsoever (collectively,
"Expenses") which may at any time be imposed on, incurred by, or asserted
against the Owner Trustee or any other Indemnified Party in any way relating to
or arising out of this Agreement, the other Transaction Documents, the Owner
Trust Estate, the administration of the Owner Trust Estate or the action or
inaction of the Owner Trustee hereunder; provided, however, that the initial
Servicer shall not be liable for or required to indemnify an Indemnified Party
from and against Expenses arising or resulting from any of the matters described
in the third sentence of Section 7.1. In no event will the initial Servicer or
the Owner Trustee be entitled to make any claim upon the Owner Trust Estate for
the payment or reimbursement of any Expenses. The indemnities contained in this
Section 8.2 shall survive the resignation or termination of the Owner Trustee or
the termination of this Agreement. In the event of any claim, action or
proceeding for which indemnity will be sought pursuant to this Section 8.2, the
Owner Trustee's choice of legal counsel shall be subject to the approval of the
initial Servicer, which approval shall not be unreasonably withheld.

                                       26



          SECTION 8.3   Payments to the Owner Trustee. Any amounts paid to the
Owner Trustee pursuant to this Article VIII shall be deemed not to be a part of
the Owner Trust Estate immediately after such payment.

                                   ARTICLE IX
                                   TERMINATION

          SECTION 9.1   Termination of Trust Agreement.

          (a)  This Agreement (other than the provisions of Article VIII) shall
terminate and be of no further force or effect and the Trust shall dissolve upon
the earlier of (i) the payment to the Servicer, the Noteholders, the
Certificateholders and the Insurer of all amounts required to be paid to them
pursuant to the terms of the Indenture, the Sale and Servicing Agreement, the
Insurance Agreement and Article V and (ii) the Distribution Date next succeeding
the month which is one year after the maturity or other liquidation of the last
Receivable and the disposition of any amounts received upon liquidation of any
property remaining in the Trust; provided, however, in each case, that the
Policy shall have been terminated in accordance with its terms and returned to
the Insurer for cancellation. The bankruptcy, liquidation, dissolution, death or
incapacity of any Certificateholder shall not operate to terminate this
Agreement or the Trust, entitle such Certificateholder's legal representatives
or heirs to claim an accounting or to take any action or proceeding in any court
for a partition or winding up of all or any part of the Trust or Owner Trust
Estate or otherwise affect the rights, obligations and liabilities of the
parties hereto.

          (b)  No Certificateholder shall be entitled to revoke or terminate the
Trust.

          (c)  Notice of any termination of the Trust, specifying the
Distribution Date upon which the Certificateholders shall surrender their
Certificates to the Paying Agent for payment of the final distribution and
cancellation, shall be given by the Owner Trustee by letter to
Certificateholders mailed within five (5) Business Days of receipt of notice of
such termination from the Servicer, stating (i) the Distribution Date upon or
with respect to which final payment of the Certificates shall be made upon
presentation and surrender of the Certificates at the office of the Paying Agent
therein specified, (ii) the amount of any such final payment and (iii) that the
Record Date otherwise applicable to such Distribution Date is not applicable,
payments being made only upon presentation and surrender of the Certificates at
the office of the Paying Agent therein specified. The Owner Trustee shall give
such notice to the Certificate Registrar (if other than the Owner Trustee) and
the Paying Agent at the time such notice is given to Certificateholders. Upon
presentation and surrender of the Certificates, the Paying Agent shall cause to
be distributed to the Certificateholders, subject to Section 3808 of the
Statutory Trust Statute, amounts distributable on such Distribution Date
pursuant to Section 5.2. In the event that all of the Certificateholders shall
not surrender their Certificates for cancellation within six (6) months after
the date specified in the above mentioned written notice, the Owner Trustee
shall give a second written notice to the remaining Certificateholders to
surrender their Certificates for cancellation and receive the final distribution
with respect thereto. If within one year after the second notice all the
Certificates shall not have been surrendered for cancellation, the Owner Trustee
may take appropriate steps, or may appoint an agent to take appropriate steps,
to contact the remaining Certificateholders concerning surrender of their

                                       27



Certificates and the cost thereof shall be paid out of the funds and other
assets that shall remain subject to this Agreement. Subject to applicable
escheat laws, any funds remaining in the Trust after exhaustion of such remedies
shall be distributed by the Owner Trustee to the Seller, as holder of the
Residual Interest.

          (d)  Upon the winding up of the Trust, in accordance with Section 3808
of the Statutory Trust Statute, and its termination, the Owner Trustee shall
cause the Certificate of Trust to be canceled by filing a certificate of
cancellation with the Secretary of State in accordance with the provisions of
Section 3810 of the Statutory Trust Statute.

          SECTION 9.2   Prepayment of the Certificates.

          (a)  The Certificates are subject to prepayment in whole, but not in
part, at the direction of the Servicer pursuant to Section 9.1(a) of the Sale
and Servicing Agreement, on any Distribution Date on which the Servicer
exercises its option to purchase the assets of the Trust pursuant to such
Section 9.1(a), and the amount paid by the Servicer shall be treated as
collections of payments on the Receivables and applied to pay all amounts due to
the Servicer under the Sale and Servicing Agreement plus the unpaid principal
amount of the Notes plus all accrued but unpaid interest (including any overdue
interest) on the Notes plus the Certificate Balance plus all accrued but unpaid
interest (including any overdue interest) on the Certificates plus all amounts
due to the Insurer under the Transaction Documents or the Policy. The Owner
Trustee shall furnish notice of such prepayment to each Certificateholder. If
the Certificates are to be prepaid pursuant to this Section 9.2(a), the
Prepayment Price shall be due and payable on the Prepayment Date.

          (b)  Notice of prepayment of the Certificates under Section 9.2(a)
shall be given by the Owner Trustee by first-class mail, postage prepaid, or by
facsimile mailed or transmitted promptly following receipt by the Owner Trustee
of notice from the Servicer pursuant to Section 9.1(a) of the Sale and Servicing
Agreement, but not later than ten (10) days prior to the applicable Prepayment
Date, to each Holder of the Certificates as of the close of business on the
Record Date preceding the applicable Prepayment Date, at such Holder's address
or facsimile number appearing in the Certificate Register.

          All notices of prepayment shall state:

               (i)   the Prepayment Date;

               (ii)  the Prepayment Price; and

               (iii) the place where the Certificates are to be surrendered for
     payment of the Prepayment Price (which shall be the office or agency of the
     Certificate Registrar to be maintained as provided in Section 3.8).

          Notice of prepayment of the Certificates shall be given by the Owner
Trustee in the name and at the expense of the Trust. Any failure to give notice
of prepayment, or any defect therein, to any Holder of any Certificate shall
not, however, impair or affect the validity of the prepayment of any other
Certificate.

                                       28



          (c)  The Certificates to be prepaid shall, following notice of
prepayment as required by Section 9.2(b), become due and payable on the
Prepayment Date at the Prepayment Price and (unless the Trust shall default in
the payment of the Prepayment Price) no interest shall accrue on the Prepayment
Price for any period after the date to which accrued interest is calculated for
purposes of calculating the Prepayment Price. Following payment in full of the
Prepayment Price, this Agreement (other than the provisions of Article VIII) and
the Trust shall terminate in accordance with Section 9.1(a).

                                    ARTICLE X
             SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES

          SECTION 10.1  Eligibility Requirements for Owner Trustee. The Owner
Trustee shall at all times (i) be authorized to exercise corporate trust powers,
(ii) have a combined capital and surplus of at least $50,000,000 and be subject
to supervision or examination by federal or state authorities, (iii) have (or
have a parent that has) a long-term debt rating of investment grade by each of
the Rating Agencies or otherwise be acceptable to each of the Rating Agencies
and (iv) be a corporation or banking association satisfying the provisions of
Section 3807(a) of the Statutory Trust Statute. If such corporation or banking
association shall publish reports of condition at least annually, pursuant to
law or to the requirements of the aforesaid supervising or examining authority,
then for the purpose of this Section 10.1 the combined capital and surplus of
such corporation or banking association shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. If at any time the Owner Trustee shall cease to be eligible in
accordance with the provisions of this Section 10.1, the Owner Trustee shall
resign immediately in the manner and with the effect specified in Section 10.2.

          SECTION 10.2  Resignation or Removal of Owner Trustee. The Owner
Trustee may at any time resign and be discharged from the trusts hereby created
by giving written notice thereof to the Administrator, the Depositor and the
Insurer. Upon receiving such notice of resignation, the Administrator shall
promptly appoint a successor Owner Trustee (acceptable to the Depositor and the
Insurer) by written instrument, in duplicate, one copy of which instrument shall
be delivered to the resigning Owner Trustee and one copy to the successor Owner
Trustee. If no successor Owner Trustee shall have been so appointed and have
accepted appointment within thirty (30) days after the giving of such notice of
resignation, the resigning Owner Trustee may petition any court of competent
jurisdiction for the appointment of a successor Owner Trustee.

          If at any time the Owner Trustee shall cease to be eligible in
accordance with the provisions of Section 10.1 and shall fail to resign after
written request therefor by the Administrator, or if at any time the Owner
Trustee shall be legally unable to act, or shall be adjudged bankrupt or
insolvent, or a receiver of the Owner Trustee or of its property shall be
appointed, or any public officer shall take charge or control of the Owner
Trustee or of its property or affairs for the purpose of rehabilitation,
conservation or liquidation, or the Owner Trustee shall otherwise become
incapable of acting, then the Administrator may remove the Owner Trustee. If the
Administrator shall remove the Owner Trustee under the authority of the
immediately preceding sentence, the Administrator shall promptly appoint a
successor Owner Trustee (acceptable to the Depositor and the Insurer) by written
instrument, in duplicate, one

                                       29



copy of which instrument shall be delivered to the removed Owner Trustee and one
copy to the successor Owner Trustee.

          Any resignation or removal of the Owner Trustee and appointment of a
successor Owner Trustee pursuant to this Section 10.2 shall not become effective
until acceptance of appointment by the successor Owner Trustee pursuant to
Section 10.3 and payment of all fees and expenses owed to the outgoing Owner
Trustee. The Administrator shall provide notice of such resignation or removal
of the Owner Trustee to the Depositor, the Certificateholders, the Indenture
Trustee, the Noteholders, the Insurer and the Rating Agencies.

          SECTION 10.3  Successor Owner Trustee. Any successor Owner Trustee
appointed pursuant to Section 10.2 shall execute, acknowledge and deliver to the
Administrator and to its predecessor Owner Trustee an instrument accepting such
appointment under this Agreement, and thereupon, subject to the payment of all
fees and expenses owed to the predecessor Owner Trustee, the resignation or
removal of the predecessor Owner Trustee shall become effective and such
successor Owner Trustee, without any further act, deed or conveyance, shall
become fully vested with all the rights, powers, duties and obligations of its
predecessor under this Agreement, with like effect as if originally named as
Owner Trustee. The predecessor Owner Trustee shall, upon payment of its fees and
expenses, deliver to the successor Owner Trustee all documents, statements and
monies held by it under this Agreement, and the Administrator and the
predecessor Owner Trustee shall execute and deliver such instruments and do such
other things as may reasonably be required for fully and certainly vesting and
confirming in the successor Owner Trustee all such rights, powers, duties and
obligations.

          No successor Owner Trustee shall accept appointment as provided in
this Section 10.3 unless, at the time of such acceptance, such successor Owner
Trustee shall be eligible pursuant to Section 10.1.

          Any successor Owner Trustee appointed pursuant to this Section 10.3
shall file an amendment to the Certificate of Trust with the Secretary of State
reflecting the name and principal place of business of such successor in the
State of Delaware.

          Upon acceptance of appointment by a successor Owner Trustee pursuant
to this Section 10.3, the Administrator shall mail notice of such appointment to
all Certificateholders, the Indenture Trustee, the Noteholders and the Rating
Agencies. If the Administrator shall fail to mail such notice within ten (10)
days after acceptance of appointment by the successor Owner Trustee, the
successor Owner Trustee shall cause such notice to be mailed at the expense of
the Administrator.

          SECTION 10.4  Merger or Consolidation of Owner Trustee.

          (a)  If the Owner Trustee consolidates with, merges or converts into,
or transfers all or substantially all its corporate trust business or assets to,
another corporation or banking association, the resulting, surviving or
transferee corporation or banking association without any further act, except
the filing of an amendment to the Certificate of Trust, if required under the
Statutory Trust Statute, shall be the successor Owner Trustee; provided,
however, that such corporation or banking association must be otherwise
qualified and eligible under Section 10.1.

                                       30



The Owner Trustee shall provide the Rating Agencies with prior written notice of
any such transaction.

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

          SECTION 10.5  Appointment of Co-Trustee or Separate Trustee.

          (a)  Notwithstanding any other provisions of this Agreement to the
contrary, at any time, for the purpose of meeting any legal requirement of any
jurisdiction in which any part of the Owner Trust Estate or any Financed Vehicle
may at the time be located, the Administrator and the Owner Trustee acting
jointly shall have the power and may execute and deliver an instrument to
appoint one or more Persons approved by the Owner Trustee to act as co-trustee
or co-trustees, jointly with the Owner Trustee, or separate trustee or separate
trustees, of all or any part of the Owner Trust Estate, and to vest in such
Person or Persons, in such capacity and for the benefit of the
Certificateholders, such title to the Owner Trust Estate, or any part thereof,
and, subject to the other provisions of this Section 10.5, such powers, duties,
obligations, rights and trusts as the Administrator and the Owner Trustee may
consider necessary or desirable. If the Administrator shall not have joined in
such appointment within fifteen (15) days after the receipt by it of a request
so to do, the Owner Trustee alone shall have the power to make such appointment.
No co-trustee or separate trustee under this Agreement shall be required to meet
the terms of eligibility as a successor trustee under Section 10.1 and no notice
of the appointment of any co-trustee or separate trustee shall be required under
Section 10.3.

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

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

                                       31



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

               (iii) the Administrator and the Owner Trustee acting jointly may
     at any time accept the resignation of or remove any separate trustee or
     co-trustee.

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

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

                                   ARTICLE XI
                                  MISCELLANEOUS

          SECTION 11.1  Supplements and Amendments.

          (a)  This Agreement may be amended from time to time by the Depositor
and the Owner Trustee with prior written notice to the Rating Agencies and the
Insurer, without the consent of any of the Noteholders or the Certificateholders
but with the consent of the Insurer (if no Insurer Default shall have occurred
and be continuing) to cure any ambiguity, to correct or supplement any provision
herein that may be inconsistent with any other provision herein or in any
offering document used in connection with the initial offer and sale of the
Notes or the Certificates or for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Agreement
which will not be inconsistent with other provisions of this Agreement;
provided, however, that (i) no such amendment may materially adversely affect
the interests of any Noteholder or Certificateholder, (ii) no such amendment
will be permitted unless an Opinion of Counsel is delivered to the Owner Trustee
to the effect that such amendment will not cause the Trust to be characterized
for federal income tax purposes as an association taxable as a corporation or
otherwise have any material adverse impact on the federal income taxation of any
Notes Outstanding or outstanding Certificates or any Noteholder or
Certificateholder and (iii) no such amendment will be permitted without the
consent of the Insurer if such amendment would reasonably be expected to
materially adversely affect the interests of the Insurer.

                                       32



          (b)  This Agreement may be amended from time to time by the Depositor
and the Owner Trustee with prior written notice to the Rating Agencies and the
Insurer, with the consent of the Insurer (if no Insurer Default shall have
occurred and be continuing) and with the consent of the Holders (as defined in
the Indenture) of Notes evidencing not less than 51% of the Note Balance or, if
the Notes have been paid in full, the Holders of Certificates evidencing not
less than 51% of the Certificate Balance, for the purpose of adding any
provisions to, or changing in any manner or eliminating any of the provisions
of, this Agreement or modifying in any manner the rights of the Noteholders or
the Certificateholders; provided, however, that (x) no such amendment will be
permitted unless an Opinion of Counsel is delivered to the Owner Trustee to the
effect that such amendment will not cause the Trust to be characterized for
federal income tax purposes as an association taxable as a corporation or
otherwise have any material adverse impact on the federal income taxation of any
Notes Outstanding or outstanding Certificates or any Noteholder or
Certificateholder and (y) no such amendment will be permitted without the
consent of the Insurer if such amendment would reasonably be expected to
materially adversely affect the interests of the Insurer; and, provided further,
that, subject to the express rights of the Insurer under the Transaction
Documents, no such amendment may:

               (i)   increase or reduce in any manner the amount of, or
     accelerate or delay the timing of, or change the allocation or priority of,
     collections of payments on or in respect of the Receivables or
     distributions that are required to be made for the benefit of the
     Noteholders or the Certificateholders, or change any Note Rate or the
     Certificate Rate, without the consent of all Noteholders and
     Certificateholders adversely affected by such amendment;

               (ii)  reduce the percentage of the Note Balance or the
     percentage of the Certificate Balance the consent of the Holders of which
     is required for any amendment to this Agreement without the consent of all
     the Noteholders and Certificateholders adversely affected by the amendment;
     or

               (iii) adversely affect the rating assigned by any Rating Agency
     to any Class of Notes or the Certificates without the consent of the
     Holders (as defined in the Indenture) of Notes evidencing not less than 66
     2/3% of the aggregate principal amount of the then outstanding Notes of
     such Class or the consent of the Holders of Certificates evidencing not
     less than 66 2/3% of the Certificate Balance.

          (c)  An amendment to this Agreement shall be deemed not to materially
adversely affect the interests of any Noteholder or Certificateholder if (i) the
Person requesting such amendment obtains and delivers to the Owner Trustee an
Opinion of Counsel to that effect or (ii) the Rating Agency Condition is
satisfied.

          (d)  Promptly after the execution of any such amendment or consent,
the Owner Trustee shall furnish written notification of the substance of such
amendment or consent to each Certificateholder and the Depositor shall furnish
written notice of the substance of such amendment or consent to the Indenture
Trustee, the Insurer and the Rating Agencies.

          (e)  It shall not be necessary for the consent of the
Certificateholders, the Noteholders or the Indenture Trustee pursuant to this
Section 11.1 to approve the particular form

                                       33



of any proposed amendment or consent, but it shall be sufficient if such consent
shall approve the substance thereof. The manner of obtaining such consents (and
any other consents of Certificateholders provided for in this Agreement or in
any other Transaction Document) and of evidencing the authorization of the
execution thereof by Certificateholders shall be subject to such reasonable
requirements as the Owner Trustee may prescribe.

          (f)  Promptly after the execution of any amendment to the Certificate
of Trust, the Owner Trustee shall file such amendment or cause such amendment to
be filed with the Secretary of State.

          (g)  The Owner Trustee may, but shall not be obligated to, enter into
any such amendment that affects the Owner Trustee's own rights, duties,
liabilities or immunities under this Agreement or otherwise.

          (h)  Prior to the execution of any amendment to this Agreement or any
amendment to any other agreement to which the Trust is a party, the Owner
Trustee shall be entitled to receive and shall be fully protected in relying
upon an Opinion of Counsel stating that the execution of such amendment is
authorized or permitted by this Agreement and that all conditions precedent in
this Agreement to the execution and delivery of such amendment have been
satisfied.

          SECTION 11.2  No Legal Title to Owner Trust Estate in
Certificateholders. The Certificateholders shall not have legal title to any
part of the Owner Trust Estate. The Certificateholders shall be entitled to
receive distributions with respect to their undivided beneficial interest
therein only in accordance with Articles V and IX. No transfer, by operation of
law or otherwise, of any right, title or interest of the Certificateholders in
and to their beneficial interest in the Owner Trust Estate shall operate to
terminate this Agreement or the trusts hereunder or entitle any transferee to an
accounting or to the transfer to it of legal title to any part of the Owner
Trust Estate.

          SECTION 11.3  Limitation on Rights of Others. The provisions of this
Agreement are solely for the benefit of the Owner Trustee, the Depositor, the
Administrator, the Certificateholders, the Servicer, the Insurer and, to the
extent expressly provided herein, the Indenture Trustee and the Noteholders, and
nothing in this Agreement or in the Certificates, whether express or implied,
shall be construed to give to any other Person any legal or equitable right,
remedy or claim in the Owner Trust Estate or under or in respect of this
Agreement or any covenants, conditions or provisions contained herein.

          SECTION 11.4  Notices. All demands, notices and other communications
under this Agreement shall be in writing, personally delivered, sent by
telecopier, overnight courier or mailed by certified mail, return receipt
requested, and shall be deemed to have been duly given upon receipt (i) in the
case of the Owner Trustee, at the Corporate Trust Office, (ii) in the case of
the Depositor, at the following address: 4900 Cox Road, Suite 200, Glen Allen,
Virginia 23060, Attention: Treasurer, (iii) in the case of the Indenture
Trustee, at the Corporate Trust Office (as defined in the Indenture), (iv) in
the case of Moody's, at the following address: Moody's Investors Service, Inc.,
ABS Monitoring Department, 99 Church Street, New York, New York 10007, (v) in
the case of Standard & Poor's, at the following address: Standard &

                                       34



Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc., 55 Water
Street, 43rd Floor, New York, New York 10041, Attention: Asset Backed
Surveillance Department, and (vi) in the case of the Insurer, at the following
address: [____________________], [____________________] Attention:
[____________________]. Any notice required or permitted to be mailed to a
Certificateholder shall be given by first-class mail, postage prepaid, at the
address of such Holder as shown in the Certificate Register. Any notice so
mailed within the time prescribed in this Agreement shall be conclusively
presumed to have been duly given, whether or not the Certificateholder shall
receive such notice.

          SECTION 11.5  Severability. If any provision of this Agreement or the
Certificates shall be held for any reason whatsoever invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions of this Agreement and the Certificates shall not in any way be
affected or impaired thereby.

          SECTION 11.6  Separate Counterparts. This Agreement may be executed in
any number of counterparts, each of which counterparts when so executed shall be
deemed to be an original, and all of which counterparts shall together
constitute but one and the same instrument.

          SECTION 11.7  Successors and Assigns. All covenants and agreements in
this Agreement and the Certificates shall be binding upon, and inure to the
benefit of, the Depositor, the Owner Trustee and its successors and each
Certificateholder and its successors and permitted assigns, all as herein
provided. Any request, notice, direction, consent, waiver or other instrument or
action by a Certificateholder shall bind the successors and assigns of such
Certificateholder.

          SECTION 11.8  Covenants of the Depositor. The Depositor shall not at
any time institute against the Trust, or join in any institution against the
Trust of, any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings, or other proceedings under any United States federal or state
bankruptcy or similar law in connection with any obligations relating to the
Certificates, the Notes, this Agreement or any of the other Transaction
Documents.

          SECTION 11.9  No Petition. To the fullest extent permitted by
applicable law, the Owner Trustee (not in its individual capacity but solely as
Owner Trustee), by entering into this Agreement, each Certificateholder, by
accepting a Certificate, and the Indenture Trustee and each Noteholder, by
accepting the benefits of this Agreement, hereby covenant and agree that they
will not at any time institute against the Depositor or the Trust, or join in
any institution against the Depositor or the Trust of, any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings, or other
proceedings under any United States federal or state bankruptcy or similar law
in connection with any obligations relating to the Certificates, the Notes, this
Agreement or any of the other Transaction Documents.

          SECTION 11.10 No Recourse. Each Certificateholder, by accepting a
Certificate, acknowledges that the Certificates represent beneficial interests
in the Trust only and do not represent interests in or obligations of the
Depositor, the Servicer, the Administrator, the Owner Trustee, the Indenture
Trustee or any Affiliate thereof, and no recourse may be had

                                       35



against such parties or their assets, except as may be expressly set forth or
contemplated in this Agreement, the Certificates or the other Transaction
Documents.

          SECTION 11.11 Headings. The Article and Section headings herein and
the Table of Contents are for convenience only and shall not define or limit any
of the terms or provisions hereof.

          SECTION 11.12 Governing Law. This Agreement shall be construed in
accordance with the laws of the State of Delaware and the obligations, rights
and remedies of the parties under this Agreement shall be determined in
accordance with such laws.

          SECTION 11.13 Depositor Payment Obligation. The Depositor shall be
responsible for payment of the Administrator's compensation under the
Administration Agreement and shall reimburse the Administrator for all expenses
and liabilities of the Administrator incurred under the Administration
Agreement.

          SECTION 11.14 Certificates Nonassessable and Fully Paid. The
Certificateholders shall not be personally liable for the obligations of the
Issuer. The interests represented by the Certificates shall be nonassessable for
any losses or expenses of the Issuer or for any reason whatsoever, and, upon the
authentication thereof by the Owner Trustee pursuant to Section 3.3, 3.4 or 3.5,
the Certificates are and shall be deemed fully paid.

          SECTION 11.15 Ratification of Prior Actions. Any actions taken by the
Owner Trustee in connection with the opening of bank accounts, deposit of monies
into such accounts, obtaining of sales finance company licenses on behalf of the
Trust and any actions related thereto are hereby confirmed and ratified in all
respects, and the Owner Trustee shall be entitled to the indemnity provided for
in Section 8.2 with respect to such actions.

          SECTION 11.16 Third-Party Beneficiary. The parties hereto agree that
the Insurer is a third-party beneficiary hereof.

                            [SIGNATURE PAGE FOLLOWS]

                                       36



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

                                          CARMAX AUTO FUNDING LLC,
                                          as Depositor


                                          By:
                                             -----------------------------------
                                             Name:
                                             Title:


                                          [____________________],
                                          as Owner Trustee


                                          By:
                                             -----------------------------------
                                             Name:
                                             Title:

Accepted and agreed:

CARMAX AUTO SUPERSTORES, INC.,
as Servicer


By:
   ---------------------------
   Name:
   Title:

                                      S-1



                                    Exhibit A
                               Form of Certificate
                               -------------------

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

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

REGISTERED                                                    $[_______________]

NO. R-1                                                   CUSIP NO. [__________]

                       CARMAX AUTO OWNER TRUST 20[__]-[__]

                        [____]% ASSET-BACKED CERTIFICATE


evidencing a beneficial interest in the property of CarMax Auto Owner Trust
20[__]-[__], a Delaware statutory trust (the "Trust"), which property includes a
pool of retail installment sale contracts secured by new and used motor vehicles
sold by CarMax Auto Superstores, Inc., a Virginia corporation (the "Seller"), to
CarMax Auto Funding LLC, a Delaware limited liability company (the "Depositor"),
and sold by the Depositor to the Trust. The property of the Trust (other than
the Certificate Payment Account and the proceeds thereof) has been pledged by
the Trust to [____________________], a [____________________], as Indenture
Trustee (in such capacity, the "Indenture Trustee"), pursuant to an Indenture
dated as of [__________], 20[__] (as amended, supplemented or otherwise modified
from time to time, the "Indenture") between the Trust and the Indenture Trustee
to secure the payment of the Notes issued thereunder.

          This certifies that CEDE & CO. is the registered owner of a
[____________________] DOLLAR nonassessable, fully paid, beneficial interest in
the Trust. The Trust was created pursuant to a Trust Agreement dated
[__________], 20[__] between the

                                      A-1



Depositor and [____________________], not in its individual capacity but solely
as owner trustee (in such capacity, the "Owner Trustee"), and as amended and
restated by an Amended and Restated Trust Agreement dated as of [__________],
20[__] (as amended, supplemented or otherwise modified and in effect from time
to time, the "Trust Agreement") among the Depositor and the Owner Trustee, a
summary of certain of the pertinent provisions of which is set forth below.
Capitalized terms used but not defined herein have the meanings assigned to them
in the Trust Agreement or in the Sale and Servicing Agreement dated as of
[__________], 20[__] (as amended, supplemented or otherwise modified and in
effect from time to time, the "Sale and Servicing Agreement") among the Trust,
the Depositor, and CarMax Auto Superstores, Inc., as servicer (in such capacity,
the "Servicer").

          This Certificate is issued under and is subject to the terms,
provisions and conditions of the Trust Agreement, to which Trust Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound. The property of the Trust includes: (i) a pool of
retail installment sale contracts originated in connection with the sale of new
or used motor vehicles (the "Receivables"); (ii) all amounts received on or in
respect of the Receivables after the Cutoff Date; (iii) the security interests
in the Financed Vehicles granted by the Obligors pursuant to the Receivables;
(iv) all proceeds from claims on or refunds of premiums with respect to physical
damage, theft, credit life or credit disability insurance policies relating to
the Financed Vehicles or the Obligors; (v) the Receivable Files; (vi) the
Collection Account, the Note Payment Account, the Certificate Payment Account,
and the Reserve Account and all amounts, securities, financial assets,
investments and other property deposited in or credited to any of the foregoing
and all proceeds thereof; (vii) all rights of the Depositor under the
Receivables Purchase Agreement, including the right to require the Seller to
repurchase Receivables from the Depositor; and (viii) all present and future
claims, demands, causes of action and chooses in action in respect of any or all
of the foregoing and all payments on or under and all proceeds of every kind and
nature whatsoever in respect of any or all of the foregoing, including all
proceeds of the conversion thereof, voluntary or involuntary, into cash or other
liquid property, all accounts, general intangibles, chattel paper, instruments,
documents, money, investment property, deposit accounts, letters of credit,
letter-of-credit rights, insurance proceeds, condemnation awards, rights to
payment of any and every kind and other forms of obligations and all other
property which at any time constitutes all or part of or is included in the
proceeds of any of the foregoing.

          THE RIGHTS OF THE TRUST IN THE FOREGOING PROPERTY OF THE TRUST (OTHER
THAN THE CERTIFICATE PAYMENT ACCOUNT AND THE PROCEEDS THEREOF) HAVE BEEN PLEDGED
TO THE INDENTURE TRUSTEE TO SECURE THE PAYMENT OF THE NOTES.

          This Certificate represents the right to receive principal on each
Distribution Date in an amount equal to the aggregate amount, if any, payable
from the Certificate Payment Account in respect of principal on the Certificates
pursuant to Section 5.2 of the Trust Agreement; provided, however, that this
Certificate will not be entitled to receive principal until the Notes have been
paid in full; and, provided further, that, if not paid prior to such date, the
unpaid principal amount of this Certificate shall be due and payable on the
earlier of the [__________] 20[__] Distribution Date and the date, if any, on
which the Servicer exercises its option to purchase the Receivables as described
in the Sale and Servicing Agreement.

                                      A-2



          This Certificate represents the right to receive interest on each
Distribution Date in an amount equal to one-twelfth of the product of (i) the
rate per annum shown above and (ii) the principal amount of this Certificate
outstanding on the preceding Distribution Date (after giving effect to all
payments of principal made on such preceding Distribution Date); provided,
however, that the interest payable on this Certificate on [__________], 20[__]
shall equal $[_______________]. Interest shall be computed on the basis of a
360-day year consisting of twelve 30-day months.

          "Distribution Date" means the 15th day of each month or, if such 15th
day is not a Business Day, the following Business Day, commencing on
[__________], 20[__].

          THE HOLDER OF THIS CERTIFICATE ACKNOWLEDGES AND AGREES THAT ITS RIGHTS
TO RECEIVE DISTRIBUTIONS IN RESPECT OF THIS CERTIFICATE ARE SUBORDINATED TO THE
RIGHTS OF THE NOTEHOLDERS AS DESCRIBED IN THE TRUST AGREEMENT, THE SALE AND
SERVICING AGREEMENT AND THE INDENTURE.

          It is the intent of the Depositor, the Seller, the Servicer and the
Certificateholders that, for purposes of federal income taxes, state and local
income taxes and any other income taxes, the Trust will be treated as a
partnership and the Certificateholders (including the Depositor) will be treated
as partners in that partnership. The Depositor and any other Certificateholders,
by acceptance of a Certificate, agree to treat, and to take no action
inconsistent with the treatment of, the Certificates for such tax purposes as
partnership interests in the Trust.

          Each Certificateholder, by its acceptance of a Certificate, covenants
and agrees that such Certificateholder will not at any time institute against
the Depositor or the Trust, or join in any institution against the Depositor or
the Trust of, any bankruptcy, reorganization, arrangement, insolvency or
liquidation proceedings under any United States federal or state bankruptcy or
similar law in connection with any obligations relating to the Notes, the
Certificates, the Trust Agreement or any of the other Transaction Documents.

          Distributions on this Certificate will be made as provided in the
Trust Agreement by the Paying Agent by wire transfer or check mailed to the
Certificateholder of record in the Certificate Register without the presentation
or surrender of this Certificate or the making of any notation hereon. Except as
otherwise provided in the Trust Agreement and notwithstanding the above, the
final distribution on this Certificate will be made after due notice by the
Owner Trustee of the pendency of such distribution and only upon presentation
and surrender of this Certificate at the office or agency of the Certificate
Registrar maintained for that purpose in the Borough of Manhattan, The City of
New York.

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

          Unless the certificate of authentication hereon has been executed by
an authorized officer of the Owner Trustee, by manual signature, this
Certificate shall not entitle the Holder

                                      A-3



hereof to any benefit under the Trust Agreement or the Sale and Servicing
Agreement or be valid for any purpose.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]



                                      A-4



          In WITNESS WHEREOF, the Owner Trustee, on behalf of the Trust and not
in its individual capacity, has caused this Certificate to be duly executed as
of the date set forth below.

Dated: [__________], 20[__]

                                          CARMAX AUTO OWNER TRUST 20[__]-[__],

                                          By:  [____________________],
                                               not in its individual capacity
                                               but solely as Owner Trustee


                                          By:
                                             -----------------------------------
                                             Name:
                                             Title:

                  OWNER TRUSTEE'S CERTIFICATE OF AUTHENTICATION

          This is one of the Certificates referred to in the within-mentioned
Trust Agreement.

Dated: [__________], 20[__]

                                          [____________________],
                                          not in its individual capacity but
                                          solely as Owner Trustee


                                          By:
                                             -----------------------------------
                                             Name:
                                             Title:


                                      A-5



                            [REVERSE OF CERTIFICATE]

          This Certificate does not represent an obligation of, or an interest
in, the Depositor, the Seller, the Servicer, the Administrator, the Owner
Trustee or any Affiliates of any of them, and no recourse may be had against
such parties or their assets, except as may be expressly set forth or
contemplated herein, in the Trust Agreement or in the other Transaction
Documents. In addition, this Certificate is not guaranteed by any governmental
agency or instrumentality and is limited in right of payment to certain
collections with respect to the Receivables (and certain other amounts), all as
more specifically set forth herein and in the Sale and Servicing Agreement.

          The Trust Agreement permits the Depositor and the Owner Trustee, on
behalf of the Trust, with certain exceptions therein provided, to amend or waive
from time to time certain terms and conditions set forth in the Trust Agreement
without the consent of the Holders of the Certificates but with the consent of
the Insurer (if an Insurer Default shall not have occurred and be continuing).
The Trust Agreement also permits the Depositor and the Owner Trustee, on behalf
of the Trust, with certain exceptions as therein provided, to amend or waive
certain terms and conditions set forth in the Trust Agreement with the consent
of the Insurer (if an Insurer Default shall not have occurred and be continuing)
and the Holders of the Notes evidencing not less than 51% of the Note Balance
and the Holders of Certificates evidencing not less than 51% of the Certificate
Balance. Any such consent or waiver by the Insurer or the Holder of this
Certificate shall be conclusive and binding on such Holder and on all future
Holders of this Certificate and of any Certificate issued upon the registration
of transfer hereof or in exchange hereof or in lieu hereof whether or not
notation of such consent or waiver is made upon this Certificate.

          As provided in the Trust Agreement, the Transfer of this Certificate
may be registered in the Certificate Register upon surrender of this Certificate
for registration of Transfer at the office or agency of the Certificate
Registrar maintained for that purpose in the Borough of Manhattan, The City of
New York and a written instrument of transfer in form satisfactory to the
Certificate Registrar duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
in any authorized denomination and in the same aggregate principal amount will
be issued to the designated transferee or transferees. No service charge shall
be made for any registration of Transfer or exchange of Certificates, but the
Owner Trustee or the Certificate Registrar may require payment of a sum
sufficient to cover any tax or governmental charge that may be imposed in
connection therewith. The initial Certificate Registrar appointed under the
Trust Agreement is the Indenture Trustee.

          Each Certificateholder, by its acceptance of a Certificate, shall be
deemed to have represented and warranted that such Certificateholder (A) is not
an employee benefit plan or arrangement subject to Section 406 of ERISA or a
plan subject to Section 4975 of the Code (a "Plan"), nor a person acting on
behalf of a Plan nor using the assets of a Plan to effect the transfer of such
Certificate, and (B) is not an insurance company purchasing a Certificate with
funds contained in an "insurance company general account" (as defined in Section
V(e) of Prohibited Transaction Class Exemption 95-60) that includes the assets
of a Plan for purposes of the Plan Asset Regulation.

                                      A-6



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

          The Owner Trustee, the Certificate Registrar and any Paying Agent may
treat the Person in whose name this Certificate is registered in the Certificate
Register (as of the day of determination) as the owner of this Certificate for
the purpose of receiving distributions pursuant to the Trust Agreement and for
all other purposes whatsoever, and none of the Owner Trustee, the Certificate
Registrar or any Paying Agent shall be bound by any notice to the contrary.

          The Trust Agreement, with certain exceptions therein provided, and the
Trust shall terminate and be of no further force or effect upon the earlier of
(i) the payment to the Servicer, the Noteholders, the Certificateholders and the
Insurer of all amounts required to be paid to them pursuant to the terms of the
Indenture, the Sale and Servicing Agreement, the Insurance Agreement and the
Trust Agreement and (ii) the Distribution Date next succeeding the month which
is one year after the maturity or other liquidation of the last Receivable and
the disposition of any amounts received upon liquidation of any property
remaining in the Trust; provided, however, in each case, that the Policy shall
have been terminated in accordance with its terms and returned to the Insurer
for cancellation.

          This Certificate shall be governed by, and construed in accordance
with, the laws of the State of Delaware, and the obligations, rights and
remedies of the parties hereunder shall be determined in accordance with such
laws.

                                      A-7



                                   ASSIGNMENT

SOCIAL SECURITY NUMBER
OR OTHER IDENTIFICATION
NUMBER OF ASSIGNEE: ________________

          FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto__________________________________________________________________

________________________________________________________________________________

                         (name and address of assignee)

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

Dated:


                                          ____________________________________*/

                                          Signature Guaranteed:

                                          ____________________________________*/

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

                                      A-8



                                    Exhibit B
                          Form of Certificate of Trust
                          ----------------------------

           Certificate of Trust of CarMax Auto Owner Trust 20[__]-[__]

     This Certificate of Trust of CarMax Auto Owner Trust 20[__]-[__] (the
"Trust") is being duly executed and filed by [____________________], a
[____________________], as owner trustee (the "Owner Trustee"), to form a
statutory trust under the Delaware Statutory Trust Act (12 Del. Code,
Section 3801 et seq.) (the "Act").

     1.  Name. The name of the statutory trust formed hereby is CarMax Auto
Owner Trust 20[__]-[__].

     2.  Delaware Trustee. The name and business address of a trustee of the
Trust having its principal place of business in the State of Delaware is
[____________________], [____________________], [____________________], Delaware
[_____].

     3.  Effective Date. This Certificate of Trust shall be effective upon its
filing with the Secretary of State of the State of Delaware.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Trust
in accordance with Section 3811(a)(1) of the Act.

                                          [____________________],
                                          as Owner Trustee


                                          By:
                                             -----------------------------------
                                              Name:
                                              Title:

                                      B-1

EX-4.2.1

Exhibit 4.2.1 - Form of Indenture


                      CARMAX AUTO OWNER TRUST 20[__]-[__],
                                   as Issuer,

                                       and

                             [____________________],
                              as Indenture Trustee


                                   ----------


                                    INDENTURE
                        Dated as of [__________], 20[__]


                                   ----------


             $[_______________][____]% Class A-1 Asset-Backed Notes
             $[_______________][____]% Class A-2 Asset-Backed Notes
             $[_______________][____]% Class A-3 Asset-Backed Notes
             $[_______________][____]% Class A-4 Asset-Backed Notes
              $[_______________][____]% Class B Asset-Backed Notes
              $[_______________][____]% Class C Asset-Backed Notes



                            CROSS REFERENCE TABLE (1)

  TIA                                                                  Indenture
Section                                                                 Section
- -------                                                                ---------

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

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

(2)  N.A. means Not Applicable.

                                       i



                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

                                    ARTICLE I
                   DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.1    Definitions.................................................... 2
SECTION 1.2    Incorporation by Reference of Trust Indenture Act............. 12
SECTION 1.3    Rules of Construction......................................... 12

                                   ARTICLE II
                                    THE NOTES

SECTION 2.1    Form.......................................................... 13
SECTION 2.2    Execution, Authentication and Delivery........................ 13
SECTION 2.3    Temporary Notes............................................... 14
SECTION 2.4    Tax Treatment................................................. 14
SECTION 2.5    Registration; Registration of Transfer and Exchange........... 14
SECTION 2.6    Mutilated, Destroyed, Lost or Stolen Notes.................... 16
SECTION 2.7    Persons Deemed Owners......................................... 17
SECTION 2.8    Payments...................................................... 17
SECTION 2.9    Cancellation.................................................. 20
SECTION 2.10   Release of Collateral......................................... 20
SECTION 2.11   Book-Entry Notes.............................................. 21
SECTION 2.12   Notices to Clearing Agency.................................... 21
SECTION 2.13   Definitive Notes.............................................. 22
SECTION 2.14   Authenticating Agents......................................... 22

                                   ARTICLE III
                                    COVENANTS

SECTION 3.1    Payment of Principal and Interest............................. 23
SECTION 3.2    Maintenance of Office or Agency............................... 23
SECTION 3.3    Money for Payments To Be Held in Trust........................ 23
SECTION 3.4    Existence..................................................... 24
SECTION 3.5    Protection of Trust Estate.................................... 25
SECTION 3.6    Opinions as to Trust Estate................................... 25
SECTION 3.7    Performance of Obligations; Servicing of Receivables.......... 26
SECTION 3.8    Negative Covenants............................................ 27
SECTION 3.9    Annual Statement as to Compliance............................. 28
SECTION 3.10   Issuer May Consolidate, etc., Only on Certain Terms........... 28
SECTION 3.11   Successor or Transferee....................................... 30
SECTION 3.12   No Other Business............................................. 30
SECTION 3.13   No Borrowing.................................................. 30
SECTION 3.14   Servicer's Obligations........................................ 31
SECTION 3.15   Guarantees, Loans, Advances and Other Liabilities............. 31

                                       i



SECTION 3.16   Capital Expenditures.......................................... 31
SECTION 3.17   Restricted Payments........................................... 31
SECTION 3.18   Notice of Events of Default................................... 31
SECTION 3.19   Removal of Administrator...................................... 31
SECTION 3.20   Further Instruments and Acts.................................. 31

                                   ARTICLE IV
                           SATISFACTION AND DISCHARGE

SECTION 4.1    Satisfaction and Discharge of Indenture....................... 32
SECTION 4.2    Satisfaction, Discharge and Defeasance of the Notes........... 33
SECTION 4.3    Application of Trust Money.................................... 34
SECTION 4.4    Repayment of Monies Held by Paying Agent...................... 34

                                    ARTICLE V
                                    REMEDIES

SECTION 5.1    Events of Default............................................. 34
SECTION 5.2    Acceleration of Maturity; Rescission and Annulment............ 35
SECTION 5.3    Collection of Indebtedness and Suits for Enforcement by
               Indenture Trustee............................................. 36
SECTION 5.4    Remedies...................................................... 38
SECTION 5.5    Optional Preservation of the Receivables...................... 39
SECTION 5.6    Limitation of Suits........................................... 39
SECTION 5.7    Unconditional Rights of Noteholders to Receive
               Principal and Interest........................................ 40
SECTION 5.8    Restoration of Rights and Remedies............................ 40
SECTION 5.9    Rights and Remedies Cumulative................................ 40
SECTION 5.10   Delay or Omission Not a Waiver................................ 41
SECTION 5.11   Control by Noteholders of the Controlling Class............... 41
SECTION 5.12   Waiver of Past Defaults....................................... 41
SECTION 5.13   Undertaking for Costs......................................... 42
SECTION 5.14   Waiver of Stay or Extension Laws.............................. 42
SECTION 5.15   Action on Notes............................................... 42
SECTION 5.16   Performance and Enforcement of Certain Obligations............ 42

                                   ARTICLE VI
                              THE INDENTURE TRUSTEE

SECTION 6.1    Duties of Indenture Trustee................................... 44
SECTION 6.2    Rights of Indenture Trustee................................... 45
SECTION 6.3    Individual Rights of Indenture Trustee........................ 46
SECTION 6.4    Indenture Trustee's Disclaimer................................ 46
SECTION 6.5    Notice of Defaults............................................ 46
SECTION 6.6    Reports by Indenture Trustee to Holders....................... 46
SECTION 6.7    Compensation and Indemnity.................................... 46
SECTION 6.8    Replacement of Indenture Trustee.............................. 47
SECTION 6.9    Successor Indenture Trustee by Merger......................... 48

                                       ii



SECTION 6.10   Appointment of Co-Indenture Trustee or Separate
               Indenture Trustee............................................. 48
SECTION 6.11   Eligibility; Disqualification................................. 49
SECTION 6.12   Preferential Collection of Claims Against Issuer.............. 50

                                   ARTICLE VII
                         NOTEHOLDERS' LISTS AND REPORTS

SECTION 7.1    Issuer To Furnish Indenture Trustee Names and Addresses
               of Noteholders................................................ 50
SECTION 7.2    Preservation of Information; Communications to Noteholders.... 50
SECTION 7.3    Reports by Issuer............................................. 50
SECTION 7.4    Reports by Indenture Trustee.................................. 51

                                  ARTICLE VIII
                      ACCOUNTS, DISBURSEMENTS AND RELEASES

SECTION 8.1    Collection of Money........................................... 51
SECTION 8.2    Trust Accounts................................................ 51
SECTION 8.3    General Provisions Regarding Accounts......................... 52
SECTION 8.4    Release of Trust Estate....................................... 53
SECTION 8.5    Opinion of Counsel............................................ 53

                                   ARTICLE IX
                             SUPPLEMENTAL INDENTURES

SECTION 9.1    Supplemental Indentures Without Consent of Noteholders........ 54
SECTION 9.2    Supplemental Indentures with Consent of Noteholders........... 55
SECTION 9.3    Execution of Supplemental Indentures.......................... 56
SECTION 9.4    Effect of Supplemental Indenture.............................. 56
SECTION 9.5    Conformity with Trust Indenture Act........................... 57
SECTION 9.6    Reference in Notes to Supplemental Indentures................. 57

                                    ARTICLE X
                               REDEMPTION OF NOTES

SECTION 10.1   Redemption.................................................... 57
SECTION 10.2   Form of Redemption Notice..................................... 58
SECTION 10.3   Notes Payable on Redemption Date.............................. 58

                                   ARTICLE XI
                                  MISCELLANEOUS

SECTION 11.1   Compliance Certificates and Opinions, etc..................... 58
SECTION 11.2   Form of Documents Delivered to Indenture Trustee.............. 60
SECTION 11.3   Acts of Noteholders........................................... 61
SECTION 11.4   Notices, etc., to Indenture Trustee, Issuer and
               Rating Agencies............................................... 61
SECTION 11.5   Notices to Noteholders; Waiver................................ 62

                                      iii



SECTION 11.6   Alternate Payment and Notice Provisions....................... 62
SECTION 11.7   Conflict with Trust Indenture Act............................. 63
SECTION 11.8   Effect of Headings and Table of Contents...................... 63
SECTION 11.9   Successors and Assigns........................................ 63
SECTION 11.10  Severability.................................................. 63
SECTION 11.11  Benefits of Indenture......................................... 63
SECTION 11.12  Legal Holiday................................................. 63
SECTION 11.13  GOVERNING LAW................................................. 63
SECTION 11.14  Counterparts.................................................. 64
SECTION 11.15  Recording of Indenture........................................ 64
SECTION 11.16  Trust Obligation.............................................. 64
SECTION 11.17  No Petition................................................... 64
SECTION 11.18  Inspection.................................................... 64
SECTION 11.19  [RESERVED].................................................... 65
SECTION 11.20  Third-Party Beneficiaries..................................... 65

EXHIBIT A-1    Form of Class A-1 Note
EXHIBIT A-2    Form of Class A-2 Note
EXHIBIT A-3    Form of Class A-3 Note
EXHIBIT A-4    Form of Class A-4 Note
EXHIBIT B      Form of Class B Note
EXHIBIT C      Form of Class C Note
EXHIBIT D      Form of Opinion of Counsel

                                       iv



          INDENTURE, dated as of [__________], 20[__] (as amended, supplemented
or otherwise modified and in effect from time to time, this "Indenture"),
between CARMAX AUTO OWNER TRUST 20[__]-[__], a Delaware statutory trust (the
"Issuer"), and [____________________], a [____________________], not in its
individual capacity but solely as indenture trustee (in such capacity, the
"Indenture Trustee").

          Each party agrees as follows for the benefit of the other party and
for the equal and ratable benefit of the holders of the Issuer's [____]% Class
A-1 Asset-Backed Notes (the "Class A-1 Notes"), [____]% Class A-2 Asset-Backed
Notes (the "Class A-2 Notes"), [____]% Class A-3 Asset-Backed Notes (the "Class
A-3 Notes"), [____]% Class A-4 Asset-Backed Notes (the "Class A-4 Notes" and,
collectively with the Class A-1 Notes, the Class A-2 Notes and the Class A-3
Notes, the "Class A Notes"), [____]% Class B Asset-Backed Notes (the "Class B
Notes"), and [____]% Class C Asset-Backed Notes (the "Class C Notes" and,
collectively with the Class A Notes and the Class B Notes, the "Notes"):

                                 GRANTING CLAUSE

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

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

          The Indenture Trustee, as Indenture Trustee on behalf of the Holders
of the Notes, acknowledges such Grant, accepts the trusts under this Indenture
in accordance with the



provisions of this Indenture and agrees to perform its duties required in this
Indenture to the best of its ability to the end that the interests of the
Holders of the Notes may be adequately and effectively protected.

                                    ARTICLE I
                   DEFINITIONS AND INCORPORATION BY REFERENCE

          Section 1.1   Definitions.

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

          "Accrual Period" shall mean (i) in the case of the Class A-1 Notes,
each period from and including a Distribution Date to but excluding the
following Distribution Date (or, in the case of the initial Accrual Period, the
period from and including the Closing Date to but excluding the initial
Distribution Date) and (ii) in the case of the Class A-2 Notes, the Class A-3
Notes, the Class A-4 Notes, the Class B Notes and the Class C Notes, each period
from and including the 15th day of a month to but excluding the 15th day of the
following month (or, in the case of the initial Accrual Period, the period from
and including the Closing Date to but excluding [__________], 20[__]).

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

          "Administration Agreement" shall mean the Administration Agreement,
dated as of [__________], 20[__], among the Administrator, the Issuer and the
Indenture Trustee, as amended, supplemented or otherwise modified and in effect
from time to time.

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

          "Authenticating Agent" shall have the meaning specified in Section
2.14.

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

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

          "Business Day" shall mean any day other than a Saturday, a Sunday or a
day on which banking institutions or trust companies in New York, New York,
Wilmington, Delaware,

                                       2



[____________________], [____________________] or Richmond, Virginia are
authorized or obligated by law, executive order or governmental decree to remain
closed.

          "CarMax" shall mean CarMax Auto Superstores, Inc., a Virginia
corporation, and its successors and assigns.

          "Certificate of Trust" shall have the meaning specified in the Trust
Agreement.

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

          "Class A Noteholders" shall mean the Class A-1 Noteholders, the Class
A-2 Noteholders, the Class A-3 Noteholders and the Class A-4 Noteholders.

          "Class A Principal Distributable Amount" shall mean, for any
Distribution Date, the amount distributable in respect of principal of the Class
A-2 Notes, the Class A-3 Notes or the Class A-4 Notes, as applicable, on such
Distribution Date, which amount shall equal the excess of (i) the principal
amount of the Class A Notes as of the day preceding such Distribution Date over
(ii) an amount equal to approximately [____]% of the amount by which the Pool
Balance as of the last day of the preceding Collection Period exceeds the
Overcollateralization Target Amount for such Distribution Date; provided,
however, that the Class A Principal Distributable Amount for the Note Final
Distribution Date of any one or more of the Class A-2 Notes, the Class A-3 Notes
or the Class A-4 Notes, as applicable, (and any subsequent Distribution Date
until the principal amount of each such Class of Class A Notes is paid in full)
will not be less than the amount that is necessary to pay the outstanding
principal amount of each such Class of Class A Notes (which amount shall be
applied first to each such Class of Class A Notes sequentially in order of
seniority until the principal amount of each such Class of Class A Notes has
been paid in full).

          "Class A-1 Final Distribution Date" shall mean the [__________] 20[__]
Distribution Date.

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

          "Class A-1 Notes" shall mean the [____]% Class A-1 Asset-Backed Notes
issued by the Issuer pursuant to this Indenture in the initial aggregate
principal amount of $[_______________].

          "Class A-1 Rate" shall mean [____]% per annum.

          "Class A-2 Final Distribution Date" shall mean the [__________] 20[__]
Distribution Date.

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

                                       3



          "Class A-2 Notes" shall mean the [____]% Class A-2 Asset-Backed Notes
issued by the Issuer pursuant to this Indenture in the initial aggregate
principal amount of $[_______________].

          "Class A-2 Rate" shall mean [____]% per annum.

          "Class A-3 Final Distribution Date" shall mean the [__________] 20[__]
Distribution Date.

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

          "Class A-3 Notes" shall mean the [____]% Class A-3 Asset-Backed Notes
issued by the Issuer pursuant to this Indenture in the initial aggregate
principal amount of $[_______________].

          "Class A-3 Rate" shall mean [____]% per annum.

          "Class A-4 Final Distribution Date" shall mean the [__________] 20[__]
Distribution Date.

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

          "Class A-4 Notes" shall mean the [____]% Class A-4 Asset-Backed Notes
issued by the Issuer pursuant to this Indenture in the initial aggregate
principal amount of $[_______________].

          "Class A-4 Rate" shall mean [____]% per annum.

          "Class B Final Distribution Date" shall mean the [__________] 20[__]
Distribution Date.

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

          "Class B Notes" shall mean the [____]% Class B Asset-Backed Notes
issued by the Issuer pursuant to this Indenture in the initial aggregate
principal amount of $[_______________].

          "Class B Principal Distributable Amount " shall mean, for any
Distribution Date, the amount distributable in respect of principal of the Class
B Notes on such Distribution Date, which amount shall equal the excess of (i)
the principal amount of the Class B Notes as of the day preceding such
Distribution Date over (ii) an amount equal to approximately [____]% of the
amount by which the Pool Balance as of the last day of the preceding Collection
Period exceeds the Overcollateralization Target Amount for such Distribution
Date; provided, however, that the Class B Principal Distributable Amount for the
Class B Final Distribution Date (and any subsequent Distribution Date until the
principal amount of the Class B Notes is paid in full) will

                                       4



not be less than the amount that is necessary to pay the outstanding principal
amount of the Class B Notes.

          "Class B Rate" shall mean [____]% per annum.

          "Class C Final Distribution Date" shall mean the [__________] 20[__]
Distribution Date.

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

          "Class C Notes" shall mean the [____]% Class C Asset-Backed Notes
issued by the Issuer pursuant to this Indenture in the initial aggregate
principal amount of $[_______________].

          "Class C Principal Distributable Amount " shall mean, for any
Distribution Date, the amount distributable in respect of principal of the Class
C Notes on such Distribution Date, which amount shall equal the excess of (i)
the principal amount of the Class C Notes as of the day preceding such
Distribution Date over (ii) an amount equal to approximately [____]% of the
amount by which the Pool Balance as of the last day of the preceding Collection
Period exceeds the Overcollateralization Target Amount for such Distribution
Date; provided, however, that the Class C Principal Distributable Amount for the
Class C Final Distribution Date (and any subsequent Distribution Date until the
principal amount of the Class C Notes is paid in full) will not be less than the
amount that is necessary to pay the outstanding principal amount of the Class C
Notes.

          "Class C Rate" shall mean [____]% per annum.

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

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

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

          "Closing Date" shall mean [__________], 20[__].

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

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

                                       5



          "Collection Period" shall mean each calendar month during the term of
this Agreement or, in the case of the initial Collection Period, the period from
but excluding the Cutoff Date to and including [__________], 20[__].

          "Commission" shall mean the Securities and Exchange Commission, and
its successors.

          "Controlling Class" shall mean the Class A Notes so long as any Class
A Notes are outstanding, and thereafter the Class B Notes so long as any Class B
Notes are outstanding, and thereafter the Class C Notes as long as any Class C
Notes are outstanding.

          "Corporate Trust Office" shall mean the principal office of the
Indenture Trustee at which at any particular time its corporate trust business
shall be administered, which office at date of execution of this Indenture is
located at [____________________], [____________________], Attention:
[____________________], or at such other address as the Indenture Trustee may
designate from time to time by written notice to the Noteholders and the Issuer,
or the principal corporate trust office of any successor Indenture Trustee at
the address designated by such successor Indenture Trustee by written notice to
the Noteholders and the Issuer.

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

          "Definitive Notes" shall have the meaning specified in Section 2.11.

          "Depositor" shall mean CarMax Auto Funding LLC, a Delaware limited
liability company, and its successors.

          "Distribution Date" shall mean the 15th day of each month or, if such
15th day is not a Business Day, the following Business Day, commencing on
[__________], 20[__].

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

          "Excess Collections" shall have the meaning specified in Section
2.8(a)(ix).

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

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

          "Grant" shall mean to mortgage, pledge, bargain, sell, warrant,
alienate, remise, release, convey, assign, transfer, create, and to grant a lien
upon and a security interest in and right of set-off against, and to deposit,
set over and confirm pursuant to this Indenture. A Grant of the Collateral or of
any other agreement or instrument shall include all rights, powers and options
(but none of the obligations) of the granting party thereunder, including the
immediate

                                       6



and continuing right to claim for, collect, receive and give receipt for
principal and interest payments in respect of the Collateral and all other
monies payable thereunder, to give and receive notices and other communications,
to make waivers or other agreements, to exercise all rights and options, to
bring Proceedings in the name of the granting party or otherwise, and generally
to do and receive anything that the granting party is or may be entitled to do
or receive thereunder or with respect thereto.

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

          "Indenture Trustee" shall mean [____________________], a
[____________________], not in its individual capacity but solely as Indenture
Trustee under this Indenture, and any successor Indenture Trustee under this
Indenture.

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

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

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

                                       7



          "Issuer" shall mean CarMax Auto Owner Trust 20[__]-[__] or any
successor to CarMax Auto Owner Trust 20[__]-[__] and, for purposes of any
provision contained herein and required by the TIA, each other obligor on the
Notes.

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

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

          "Moody's" shall mean Moody's Investors Service, Inc., and its
successors.

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

          "Note Depository Agreement" shall mean the Letter of Representations
dated [__________], 20[__], among the Issuer, the Indenture Trustee and The
Depository Trust Company, as the initial Clearing Agency, relating to the Notes.

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

          "Note Rate" shall mean, in the case of the Class A-1 Notes, the Class
A-1 Rate, in the case of the Class A-2 Notes, the Class A-2 Rate, in the case of
the Class A-3 Notes, the Class A-3 Rate, in the case of the Class A-4 Notes, the
Class A-4 Rate, in the case of the Class B Notes, the Class B Rate, and in the
case of the Class C Notes, the Class C Rate.

          "Note Register" shall have the meaning specified in Section 2.5.

          "Note Registrar" shall have the meaning specified in Section 2.5.

          "Noteholders" shall mean the Class A-1 Noteholders, the Class A-2
Noteholders, the Class A-3 Noteholders, the Class A-4 Noteholders, the Class B
Noteholders and the Class C Noteholders.

          "Notes" shall mean the Class A-1 Notes, the Class A-2 Notes, the Class
A-3 Notes, the Class A-4 Notes, the Class B Notes and the Class C Notes.

                                       8



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

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

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

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

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

               (iii)  Notes in exchange for or in lieu of which other Notes have
     been authenticated and delivered pursuant to this Indenture unless proof
     satisfactory to the Indenture Trustee is presented that any such Notes are
     held by a "protected purchaser" (as defined in the Relevant UCC);

provided, however, that in determining whether the Holders of the requisite
principal amount of the Notes Outstanding have given any request, demand,
authorization, direction, notice, consent or waiver hereunder or under any
Transaction Document, Notes owned by the Issuer, any other obligor upon the
Notes, the Depositor, the Seller, the Servicer or any Affiliate of any of the
foregoing Persons shall be disregarded and deemed not to be Outstanding, except
that, in determining whether the Indenture Trustee shall be protected in relying
on any such request, demand, authorization, direction, notice, consent or
waiver, only Notes that a Responsible Officer knows to be so owned shall be so
disregarded. Notes so owned that have been pledged in good faith may be regarded
as Outstanding if the pledgee establishes to the satisfaction of the Indenture
Trustee the pledgee's right so to act with respect to such Notes and that the
pledgee is not the Issuer, any other obligor upon the Notes, the Depositor, the
Seller, the Servicer or any Affiliate of any of the foregoing Persons.

          "Owner Trustee" shall mean [____________________], a
[____________________], not in its individual capacity but solely as Owner
Trustee under the Trust Agreement, and any successor Owner Trustee under the
Trust Agreement.

          "Paying Agent" shall mean the Indenture Trustee or any other Person
that meets the eligibility standards for the Indenture Trustee specified in
Section 6.11 and is authorized by

                                       9



the Issuer to make payments to and distributions from the Collection Account and
the Note Payment Account, including payment of principal of or interest on the
Notes, on behalf of the Issuer.

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

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

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

          "Rating Agency Condition" shall mean, with respect to any action, that
each Rating Agency shall have been given prior notice of such action and shall
have notified the Owner Trustee and the Indenture Trustee in writing that such
action shall not result in a reduction or withdrawal of the then-current rating
assigned by such Rating Agency to any Class of Notes.

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

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

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

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

                                       10



          "Sale and Servicing Agreement" shall mean the Sale and Servicing
Agreement, dated as of [__________], 20[__], among the Issuer, the Depositor and
the Servicer, as amended, supplemented or otherwise modified and in effect from
time to time.

          "Seller" shall mean CarMax, in its capacity as seller of the
Receivables under the Receivables Purchase Agreement, and its successors in such
capacity.

          "Servicer" shall mean CarMax, in its capacity as servicer of the
Receivables under the Sale and Servicing Agreement, and its successors in such
capacity.

          "Standard & Poor's" shall mean Standard & Poor's Ratings Services, a
division of The McGraw-Hill Companies, Inc., and its successors.

          "State" shall mean any of the 50 states of the United States of
America or the District of Columbia.

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

          "Transaction Documents" shall mean the Receivables Purchase Agreement,
the Trust Agreement, the Sale and Servicing Agreement, the Certificate of Trust,
this Indenture, the Administration Agreement, the Note Depository Agreement and
the other documents and certificates delivered in connection therewith, in each
case as amended, supplemented or otherwise modified and in effect from time to
time.

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

          "Trust Agreement" shall mean the Amended and Restated Trust Agreement,
dated as of [__________], 20[__], between the Depositor and the Owner Trustee,
as amended, supplemented or otherwise modified and in effect from time to time.

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

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

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

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

                                       11



          Section 1.2   Incorporation by Reference of Trust Indenture Act.
Whenever this Indenture refers to a provision of the TIA, that provision is
incorporated by reference in and made a part of this Indenture. The following
TIA terms used in this Indenture have the following meanings:

          "Indenture securities" shall mean the Notes.

          "Indenture security holder" shall mean a Noteholder.

          "Indenture to be qualified" shall mean this Indenture.

          "Indenture trustee" or "Institutional trustee" shall mean the
Indenture Trustee.

          "Obligor on the indenture securities" shall mean the Issuer and any
other obligor on the Notes.

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

          Section 1.3   Rules of Construction. Unless the context otherwise
requires:

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

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

               (iii)  "or" is not exclusive;

               (iv)   "including" means including without limitation;

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

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

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

                                       12



                                   ARTICLE II
                                    THE NOTES

          Section 2.1   Form.

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

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

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

          Section 2.2   Execution, Authentication and Delivery.

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

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

          (c)  The Indenture Trustee shall, upon Issuer Order, authenticate and
deliver the Class A-1 Notes for original issue in an aggregate principal amount
of $[_______________], the Class A-2 Notes for original issue in an aggregate
principal amount of $[_______________], the Class A-3 Notes for original issue
in an aggregate principal amount of $[_______________], the Class A-4 Notes for
original issue in an aggregate principal amount of $[_______________], the Class
B Notes for original issue in an aggregate principal amount of
$[_______________] and the Class C Notes for original issue in an aggregate
principal amount of $[_______________]. The aggregate principal amounts of Class
A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes, Class B Notes and
Class C Notes outstanding at any time may not exceed those respective amounts
except as provided in Section 2.6.

                                       13



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

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

          Section 2.3   Temporary Notes.

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

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

          Section 2.4   Tax Treatment. The Issuer has entered into this
Indenture, and the Notes shall be issued, with the intention that, for federal,
state and local income and franchise tax purposes, the Notes shall qualify as
indebtedness of the Issuer secured by the Trust Estate. The Issuer, by entering
into this Indenture, and each Noteholder, by its acceptance of a Note (and each
Note Owner by its acceptance of an interest in the applicable Book-Entry Note),
agree to treat the Notes as indebtedness of the Issuer for federal, state and
local income and franchise tax purposes.

          Section 2.5   Registration; Registration of Transfer and Exchange.

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

                                       14



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

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

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

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

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

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

                                       15



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

          SECTION 2.6   Mutilated, Destroyed, Lost or Stolen Notes.

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

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

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

                                       16



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

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

          SECTION 2.8   Payments.

          (a)  On each Distribution Date, upon receipt of written instructions
from the Servicer pursuant to Section 4.6(d) of the Sale and Servicing
Agreement, the Indenture Trustee shall apply the Available Funds for such
Distribution Date to make the following payments and deposits in the following
order of priority:

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

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

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

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

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

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

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

               (viii) if a Successor Servicer has been appointed pursuant to
     Section 8.2 of the Sale and Servicing Agreement, to such Successor
     Servicer, any Transition Costs due in connection with such transfer of
     servicing and not paid pursuant to Section 8.1(a) of

                                       17



     the Sale and Servicing Agreement plus the Additional Servicing Fee, if any,
     for the preceding Collection Period; and

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

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

          (b)  The principal of each Note shall be payable in installments on
each Distribution Date in an aggregate amount (unless the Notes have been
declared immediately due and payable following an Event of Default) for all
Classes of Notes equal to the sum of the Priority Principal Distributable Amount
and the Regular Principal Distributable Amount, in each case for such
Distribution Date. On each Distribution Date (unless the Notes have been
declared immediately due and payable following an Event of Default), upon
receipt of instructions from the Servicer pursuant to Section 4.6(d) of the Sale
and Servicing Agreement, the Indenture Trustee shall apply or cause to be
applied the amount on deposit in the Note Payment Account on such Distribution
Date in respect of the Priority Principal Distributable Amount and the Regular
Principal Distributable Amount, in each case for such Distribution Date, to make
the following payments in the following order of priority:

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

               (ii)   following payment in full of the Class A-1 Notes,
     sequentially to the remaining Class A Noteholders, the Class A Principal
     Distributable Amount for such Distribution Date (applying such Class A
     Principal Distributable Amount first to the Class A-2 Noteholders until the
     principal amount of the Class A-2 Notes has been paid in full, then to the
     Class A-3 Noteholders until the principal amount of the Class A-3 Notes has
     been paid in full and then to the Class A-4 Noteholders until the principal
     amount of the Class A-4 Notes has been paid in full) until the principal
     amount of the Class A Notes has been paid in full;

               (iii)  following payment in full of the Class A-1 Notes, to the
     Class B Noteholders, the Class B Principal Distributable Amount for such
     Distribution Date until the principal amount of the Class B Notes has been
     paid in full; and

               (iv)   following payment in full of the Class A-1 Notes, to the
     Class C Noteholders, the Class C Principal Distributable Amount for such
     Distribution Date until the principal amount of the Class C Notes has been
     paid in full.

                                       18



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

          (d)  The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes,
the Class A-4 Notes, the Class B Notes and the Class C Notes shall accrue
interest during each Accrual Period at the Class A-1 Rate, the Class A-2 Rate,
the Class A-3 Rate, the Class A-4 Rate, the Class B Rate and the Class C Rate,
respectively, and such interest shall be due and payable on each Distribution
Date. Interest on the Class A-1 Notes shall be calculated on the basis of the
actual number of days elapsed and a 360-day year. Interest on the Class A-2
Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes and the Class
C Notes shall be calculated on the basis of a 360-day year of twelve 30-day
months. Subject to Section 3.1, any installment of interest or principal, if
any, payable on any Note that is punctually paid or duly provided for on the
applicable Distribution Date shall be paid to the Person in whose name such Note
(or one or more Predecessor Notes) is registered on the related Record Date by
check mailed first-class postage prepaid to such Person's address as it appears
on the Note Register on such Record Date; provided, however, that, unless
Definitive Notes have been issued pursuant to Section 2.13, with respect to
Notes registered on the Record Date in the name of the nominee of the Clearing
Agency (initially, such nominee to be Cede & Co.), payment shall be made by wire
transfer in immediately available funds to the account designated by such
nominee, and except for the final installment of principal payable with respect
to such Note on a Distribution Date or on the related Class Final Distribution
Date (and except for the Redemption Price for any Note called for redemption in
whole pursuant to Section 10.1(a) or (b)), which shall be payable as provided
below. The funds represented by any such checks returned undelivered shall be
held in accordance with Section 3.3. The Indenture Trustee shall pay all Total
Note Interest for any Distribution Date to the Holders of the Notes on the
related Record Date even if a portion of such Total Note Interest relates to an
earlier Distribution Date.

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

          (f)  Notwithstanding the foregoing, the unpaid principal amount of the
Notes shall be due and payable, to the extent not previously paid, on the date
on which the Notes have been declared immediately due and payable following an
Event of Default. On each Distribution

                                       19



Date following acceleration of the Notes, upon receipt of instructions from the
Servicer pursuant to Section 4.6(d) of the Sale and Servicing Agreement, the
Indenture Trustee shall apply or cause to be applied the amount on deposit in
the Note Payment Account on such Distribution Date in respect of principal
together with all Excess Collections, if any, to make the following payments in
the following order of priority:

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

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

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

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

          (g)  The Indenture Trustee shall transfer amounts from the Reserve
Account and deposit amounts transferred from the Reserve Account, in each case
at the written direction of the Servicer and on behalf of the Noteholders, in
accordance with the Sale and Servicing Agreement.

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

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

                                       20



314(d)(1), the Indenture Trustee shall release property from the lien of this
Indenture in accordance with the conditions and procedures set forth in such
exemptive order.

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

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

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

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

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

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

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

                                       21



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

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

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

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

                                       22



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

                                   ARTICLE III
                                    COVENANTS

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

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

          SECTION 3.3   Money for Payments To Be Held in Trust.

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

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

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

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

                                       23



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

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

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

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

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

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

          SECTION 3.4   Existence. The Issuer shall keep in full effect its
existence, rights and franchises as a statutory trust under the laws of the
State of Delaware (unless it

                                       24



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

          SECTION 3.5   Protection of Trust Estate. The Issuer shall from time
to time authorize, execute and deliver all such supplements and amendments
hereto and all such financing statements, continuation statements, instruments
of further assurance and other instruments, and shall take such other action,
necessary or advisable to:

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

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

               (iii)  enforce any of the Collateral; or

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

The Issuer hereby authorizes the Indenture Trustee to file any financing
statement or continuation statement required pursuant to this Section 3.5 and
designates the Indenture Trustee as its agent and attorney-in-fact to execute
any other instrument required to be executed pursuant to this Section 3.5.

          SECTION 3.6   Opinions as to Trust Estate.

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

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

                                       25



          SECTION 3.7   Performance of Obligations; Servicing of Receivables.

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

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

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

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

          (e)  As promptly as possible after the giving of notice of termination
to the Servicer of the Servicer's rights and powers pursuant to Section 8.1 of
the Sale and Servicing Agreement, the Issuer may (subject to the rights of the
Indenture Trustee to direct such appointment pursuant to Section 8.2 of the Sale
and Servicing Agreement) appoint a successor servicer (the "Successor
Servicer"), and such Successor Servicer shall accept its appointment by a
written assumption in a form acceptable to the Indenture Trustee. In the event
that a Successor Servicer has not been appointed and has not accepted its
appointment at the time when the Servicer ceases to act as Servicer, the
Indenture Trustee, without further action, shall be the successor to the
Servicer in all respects in accordance with Section 8.2 of the Sale and
Servicing Agreement. The Indenture Trustee may resign as the Servicer by giving
written notice of such resignation to the Issuer and in such event shall be
released from such duties and obligations, such release not to be effective
until the date a new servicer enters into a servicing agreement with the Issuer
as provided below. Upon delivery of any such notice to the Issuer, the Issuer
shall obtain a new servicer as the Successor Servicer under the Sale and
Servicing Agreement. Any Successor Servicer (other than the Indenture Trustee)
shall (i) be an established financial institution having a net worth of not less
than $50,000,000 and whose regular business includes the servicing of motor
vehicle installment sale contracts and (ii) enter into a servicing agreement

                                       26



with the Issuer having substantially the same provisions as the provisions of
the Sale and Servicing Agreement applicable to the Servicer. If, within thirty
(30) days after the delivery of the notice referred to above, the Issuer shall
not have obtained such a new servicer, the Indenture Trustee may appoint, or may
petition a court of competent jurisdiction to appoint, a Successor Servicer. In
connection with any such appointment, the Indenture Trustee may make such
arrangements for the compensation of such successor as it and such successor
shall agree, subject to the limitations set forth below and in the Sale and
Servicing Agreement, and, in accordance with Section 8.2 of the Sale and
Servicing Agreement, the Issuer shall enter into an agreement with such
successor for the servicing of the Receivables (such agreement to be in form and
substance satisfactory to the Indenture Trustee). If the Indenture Trustee shall
succeed to the Servicer's duties as servicer of the Receivables as provided
herein, it shall do so in its individual capacity and not in its capacity as
Indenture Trustee and, accordingly, the provisions of Article VI shall be
inapplicable to the Indenture Trustee in its duties as the successor to the
Servicer and the servicing of the Receivables. In case the Indenture Trustee
shall become successor to the Servicer under the Sale and Servicing Agreement,
the Indenture Trustee shall be entitled to appoint as Servicer any one of its
Affiliates; provided, however, that the Indenture Trustee, in its capacity as
the Servicer, shall be fully liable for the actions and omissions of such
Affiliate in such capacity as Successor Servicer. Notwithstanding any other
provisions of this Indenture to the contrary, in no event shall the Indenture
Trustee be liable for any servicing fee or for any differential in the amount of
the servicing fee paid under the Sale and Servicing Agreement and the amount
necessary to induce any Successor Servicer to act as Successor Servicer under
the Sale and Servicing Agreement.

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

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

          SECTION 3.8   Negative Covenants. If any Notes are Outstanding, the
Issuer shall not:

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

               (ii)   claim any credit on, or make any deduction from the
     principal or interest payable in respect of, the Notes (other than amounts
     properly withheld from such payments under the Code or applicable state
     law) or assert any claim against any present

                                       27



     or former Noteholder by reason of the payment of taxes levied or assessed
     upon the Issuer;

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

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

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

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

          SECTION 3.9   Annual Statement as to Compliance. On or before May 31
of each year (commencing with the year 20[__]), the Issuer shall deliver to the
Depositor and the Indenture Trustee an Officer's Certificate stating, as to the
Authorized Officer signing such Officer's Certificate, that:

               (i)    a review of the activities of the Issuer during the
     preceding Trust Fiscal Year (or, in the case of the Officer's Certificate
     to be delivered in the year 20[__], during the period beginning on the
     Closing Date and ending on February 28, 20[__]) and of its performance
     under this Indenture has been made under such Authorized Officer's
     supervision; and

               (ii)   to the best of such Authorized Officer's knowledge, based
     on such review, the Issuer has complied with all conditions and covenants
     under this Indenture throughout such preceding Trust Fiscal Year (or, in
     the case of the Officer's Certificate to be delivered in the year 20[__],
     during the period beginning on the Closing Date and ending on February 28,
     20[__]) or, if there has been a default in its compliance with any such
     condition or covenant, specifying each such default known to such
     Authorized Officer and the nature and status thereof.

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

                                       28



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

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

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

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

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

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

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

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

               (i)    the Person that acquires by conveyance or transfer the
     properties or assets of the Issuer the conveyance or transfer of which is
     hereby restricted (A) shall be a United States citizen or a Person
     organized and existing under the laws of the United States of America or
     any State, (B) shall expressly assume, by an indenture supplemental hereto,
     executed and delivered to the Indenture Trustee, in form satisfactory to
     the Indenture Trustee, the due and punctual payment of the principal of and
     interest on all Notes and the performance or observance of every agreement
     and covenant of this Indenture on the part of the Issuer to be performed or
     observed, all as provided herein, (C) shall expressly agree by means of
     such supplemental indenture that all right, title and interest so conveyed
     or transferred shall be subject and subordinate to the rights of the
     Holders of the Notes, (D) unless otherwise provided in such supplemental
     indenture, shall expressly agree to indemnify, defend and hold harmless the
     Issuer against and from any

                                       29



     loss, liability or expense arising under or related to this Indenture and
     the Notes and (E) shall expressly agree by means of such supplemental
     indenture that such Person (or if a group of Persons, then one specified
     Person) shall make all filings with the Commission (and any other
     appropriate Person) required by the Exchange Act in connection with the
     Notes;

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

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

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

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

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

          SECTION 3.11  Successor or Transferee.

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

          (b)  Upon any conveyance or transfer of all the properties and assets
of the Issuer in accordance with Section 3.10(b), CarMax Auto Owner Trust
20[__]-[__] shall be released from every covenant and agreement of this
Indenture to be observed or performed on the part of the Issuer with respect to
the Notes immediately upon the delivery of written notice to the Indenture
Trustee and the Depositor stating that CarMax Auto Owner Trust 20[__]-[__] is to
be so released.

          SECTION 3.12  No Other Business. The Issuer shall not engage in any
business other than financing, acquiring, owning and pledging the Receivables in
the manner contemplated by this Indenture and the other Transaction Documents
and activities incidental thereto.

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

                                       30



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

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

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

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

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

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

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

                                       31



                                   ARTICLE IV
                           SATISFACTION AND DISCHARGE

          SECTION 4.1   Satisfaction and Discharge of Indenture. This Indenture
shall cease to be of further effect with respect to the Notes, except as to (i)
rights of registration of transfer and exchange, (ii) substitution of mutilated,
destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments
of principal thereof and interest thereon, (iv) Sections 3.3, 3.4, 3.5, 3.8,
3.10, 3.12, 3.13, 3.16 and 3.17, (v) the rights, obligations and immunities of
the Indenture Trustee hereunder (including the rights of the Indenture Trustee
under Section 6.7 and the obligations of the Indenture Trustee under Section
4.3) and (vi) the rights of Noteholders as beneficiaries hereof with respect to
the property so deposited with the Indenture Trustee payable to all or any of
them, and the Indenture Trustee, on demand of and at the expense of the Issuer,
shall execute proper instruments acknowledging satisfaction and discharge of
this Indenture with respect to the Notes, when:

          (A)  either

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

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

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

          (C)  the Issuer has delivered to the Depositor and the Indenture
Trustee an Officer's Certificate, an Opinion of Counsel and (if required by the
TIA or the Indenture Trustee) an Independent Certificate from a firm of
certified public accountants, each meeting the applicable requirements of
Section 11.1(a) and, subject to Section 11.2, each stating that all conditions
precedent provided for in this Indenture relating to the satisfaction and
discharge of this Indenture have been complied with; and

          (D)  the Issuer has delivered to the Depositor and the Indenture
Trustee an Opinion of Counsel to the effect that the satisfaction and discharge
of this Indenture pursuant to this Section 4.1 will not cause any Noteholder to
be treated as having sold or exchanged any of its Notes for purposes of Section
1001 of the Code.

                                       32



          SECTION 4.2   Satisfaction, Discharge and Defeasance of the Notes.

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

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

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

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

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

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

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

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

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

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

                                       33



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

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

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

                                    ARTICLE V
                                    REMEDIES

          SECTION 5.1   Events of Default. "Event of Default" means the
occurrence of any one of the following events (whatever the reason for such
event and whether such event shall be voluntary or involuntary or be effected by
operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body):

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

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

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

                                       34



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

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

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

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

          SECTION 5.2   Acceleration of Maturity; Rescission and Annulment.

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

                                       35



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

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

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

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

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

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

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

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

                                       36



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

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

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

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

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

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

          (e)  Nothing herein contained shall be deemed to authorize the
Indenture Trustee to authorize or consent to or vote for or accept or adopt on
behalf of any Noteholder any plan of reorganization, arrangement, adjustment or
composition affecting the Notes or the rights of any Holder thereof or to
authorize the Indenture Trustee to vote in respect of the claim of any

                                       37



Noteholder in any such proceeding except, as aforesaid, to vote for the election
of a trustee in bankruptcy or similar Person.

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

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

          SECTION 5.4   Remedies.

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

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

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

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

               (iv)   sell the Trust Estate or any portion thereof or rights or
     interest therein at one or more public or private sales called and
     conducted in any manner permitted by law;

provided, however, that the Indenture Trustee may not sell or otherwise
liquidate the Trust Estate at the direction of the Holders following an Event of
Default, other than an Event of Default described in Section 5.1(i) or (ii),
unless (A) the Holders of 100% of the Note Balance consent thereto, (B) the
proceeds of such sale or liquidation will be sufficient to pay in full the Note
Balance and all accrued but unpaid interest on the Outstanding Notes or (C) the
Indenture Trustee determines that the Trust Estate will not continue to provide
sufficient funds for the payment of principal of and interest on the Notes as
they would have become due if the Notes

                                       38



had not been declared immediately due and payable, and the Indenture Trustee
obtains the consent of the Holders of Notes evidencing not less than 66 2/3% of
the Note Balance of the Controlling Class. In determining such sufficiency or
insufficiency with respect to clauses (B) and (C) above, the Indenture Trustee
may, but need not, obtain and rely upon an opinion of an Independent investment
banking or accounting firm of national reputation as to the feasibility of such
proposed action and as to the sufficiency of the Trust Estate for such purpose.

          (b)  If the Indenture Trustee collects any money or property pursuant
to this Section 5.4, it shall pay out such money or property in the following
order of priority:

               (i)    to the Indenture Trustee, all amounts due to the Indenture
     Trustee as compensation pursuant to Section 6.7;

               (ii)   any remaining money or property shall constitute Available
     Collections and shall be applied as such on the immediately following
     Distribution Date or other date fixed pursuant to Section 5.4(c).

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

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

          SECTION 5.6   Limitation of Suits. No Holder of any Note shall have
any right to institute any Proceeding with respect to this Indenture or for the
appointment of a receiver or trustee, or for any other remedy hereunder, unless:

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

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

                                       39



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

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

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

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

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

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

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

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

                                       40



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

          SECTION 5.11  Control by Noteholders of the Controlling Class. The
Holders of Notes evidencing not less than 51% of the Note Balance of the
Controlling Class shall have the right to direct the time, method and place of
conducting any Proceeding for any remedy available to the Indenture Trustee with
respect to the Notes or exercising any trust or power conferred on the Indenture
Trustee; provided, however, that:

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

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

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

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

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

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

                                       41



for every purpose of this Indenture, but no such waiver shall extend to any
subsequent or other Default or Event of Default or impair any right consequent
thereto.

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

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

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

          SECTION 5.16  Performance and Enforcement of Certain Obligations.

          (a)  Promptly following a request from the Indenture Trustee to do so,
and at the Administrator's expense, the Issuer shall take all such lawful action
as the Indenture Trustee may request to compel or secure the performance and
observance by the Depositor and the Servicer of their respective obligations to
the Issuer under or in connection with the Sale and Servicing Agreement or by
the Seller of its obligations under or in connection with the Receivables
Purchase Agreement, and to exercise any and all rights, remedies, powers and
privileges lawfully available to the Issuer under or in connection with the Sale
and Servicing

                                       42



Agreement to the extent and in the manner directed by the Indenture Trustee,
including the transmission of notices of default on the part of the Depositor or
the Servicer thereunder and the institution of legal or administrative actions
or proceedings to compel or secure performance by the Depositor and the Servicer
of their respective obligations thereunder.

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

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

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

                                       43



                                   ARTICLE VI
                              THE INDENTURE TRUSTEE

          SECTION 6.1   Duties of Indenture Trustee.

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

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

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

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

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

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

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

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

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

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

          (f)  No provision of this Indenture shall require the Indenture
Trustee to expend or risk its own funds or otherwise incur  financial  liability
in the  performance of any of its duties  hereunder or in the exercise of any of
its rights or powers hereunder if the Indenture

                                       44



Trustee shall have reasonable grounds to believe that repayment of such funds or
indemnity satisfactory to it against such risk or liability is not assured or
provided to it.

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

          (h)  The Indenture Trustee shall not be charged with knowledge of any
Event of Default unless either (1) a Responsible Officer shall have actual
knowledge of such Event of Default or (2) written notice of such Event of
Default shall have been given to the Indenture Trustee in accordance with the
provisions of this Indenture.

          SECTION 6.2   Rights of Indenture Trustee.

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

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

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

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

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

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

          (g)  The Indenture Trustee shall not be bound to make any
investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report,

                                       45



notice, request, direction, consent, order, bond, debenture or other paper or
document, but the Indenture Trustee, in its discretion, may make such further
inquiry or investigation into such facts or matters as it may see fit, and, if
the Indenture Trustee shall determine to make such further inquiry or
investigation, it shall be entitled to examine the books, records and premises
of the Issuer, personally or by agent or attorney.

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

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

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

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

          SECTION 6.7   Compensation and Indemnity.

          (a)  The Administrator, on behalf of the Issuer, shall pay to the
Indenture Trustee from time to time reasonable compensation for its services.
The Indenture Trustee's compensation shall not be limited by any law on
compensation of a trustee of an express trust. The Administrator, on behalf of
the Issuer, shall reimburse the Indenture Trustee for all expenses, advances and
disbursements reasonably incurred or made by it, including costs of collection,
in addition to the compensation for its services; provided, however, that the
Administrator need not reimburse the Indenture Trustee for any expense incurred
through the Indenture Trustee's willful misconduct, negligence, or bad faith.
Such expenses shall include the reasonable compensation and expenses,
disbursements and advances of the Indenture Trustee's agents, counsel,
accountants and experts. The Administrator, on behalf of the Issuer, shall
indemnify the Indenture Trustee for, and hold it and its officers, directors,
employees, representatives and agents, harmless against, any and all loss,
liability or expense (including

                                       46



reasonable attorneys' fees and expenses) incurred by it in connection with the
administration of this trust and the performance of its duties hereunder;
provided, however, that the Administrator need not indemnify the Indenture
Trustee for, or hold it harmless against, any such loss, liability or expense
incurred through the Indenture Trustee's willful misconduct, negligence, or bad
faith. The Indenture Trustee shall notify the Issuer and the Administrator
promptly of any claim for which it may seek indemnity. Any failure by the
Indenture Trustee to so notify the Issuer and the Administrator shall not,
however, relieve the Administrator of its obligations hereunder. The
Administrator, on behalf of the Issuer, shall defend any such claim. The
Indenture Trustee may have separate counsel in connection with the defense of
any such claim, and the Administrator, on behalf of the Issuer, shall pay the
fees and expenses of such counsel.

          (b)  The payment obligations to the Indenture Trustee pursuant to this
Section 6.7 shall survive the resignation or removal of the Indenture Trustee
and the discharge of this Indenture. When the Indenture Trustee incurs fees or
expenses after the occurrence of a Default specified in Section 5.1(v) or (vi)
with respect to the Issuer, such fees and expenses are intended to constitute
expenses of administration under Title 11 of the United States Code or any other
applicable federal or state bankruptcy, insolvency or similar law.

          SECTION 6.8   Replacement of Indenture Trustee.

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

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

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

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

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

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

          (b)  Any successor Indenture Trustee shall deliver a written
acceptance of its appointment to the retiring Indenture Trustee, the Issuer and
the Depositor. Upon delivery of such written acceptance, the resignation or
removal of the retiring Indenture Trustee shall become effective and the
successor Indenture Trustee shall have all the rights, powers and duties of the
Indenture Trustee under this Indenture. The successor Indenture Trustee shall
mail a

                                       47



notice of its succession to the Noteholders. The retiring Indenture Trustee
shall promptly transfer all property held by it as Indenture Trustee to the
successor Indenture Trustee.

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

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

          SECTION 6.9   Successor Indenture Trustee by Merger.

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

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

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

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

                                       48



be required to meet the terms of eligibility as a successor trustee under
Section 6.11 and no notice of the appointment of any co-trustee or separate
trustee shall be required under Section 6.8.

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

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

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

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

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

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

          SECTION 6.11  Eligibility; Disqualification. The Indenture Trustee
shall at all times satisfy the requirements of TIA Section 310(a). The Indenture
Trustee or its parent shall have a combined capital and surplus of at least
$50,000,000 as set forth in its most recent published annual report of condition
and shall have a long-term debt rating of investment grade

                                       49



by each of the Rating Agencies or shall otherwise be acceptable to each of the
Rating Agencies. The Indenture Trustee shall comply with TIA Section 310(b).

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

                                   ARTICLE VII
                         NOTEHOLDERS' LISTS AND REPORTS

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

          SECTION 7.2   Preservation of Information; Communications to
Noteholders.

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

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

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

          SECTION 7.3   Reports by Issuer.

          (a)  The Issuer shall:

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

                                       50



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

               (iii)  supply to the Indenture Trustee (and the Indenture Trustee
     shall transmit by mail to all Noteholders described in TIA Section 313(c))
     such summaries of any information, documents and reports required to be
     filed by the Issuer pursuant to clauses (i) and (ii) of this Section 7.3(a)
     and by the rules and regulations prescribed from time to time by the
     Commission.

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

          SECTION 7.4   Reports by Indenture Trustee.

          (a)  If required by TIA Section 313(a), within sixty (60) days after
each March 31, beginning with March 31, 20[__], the Indenture Trustee shall mail
to each Noteholder as required by TIA Section 313(c) a brief report dated as of
such date that complies with TIA Section 313(a). The Indenture Trustee shall
also comply with TIA Section 313(b).

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

                                  ARTICLE VIII
                      ACCOUNTS, DISBURSEMENTS AND RELEASES

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

          SECTION 8.2   Trust Accounts.

          (a)  On or before the Closing Date, the Issuer shall cause the
Servicer to establish and maintain, in the name of the Indenture Trustee, for
the benefit of the Noteholders and the Certificateholders, the Collection
Account as provided in Section 4.1(a) of the Sale and

                                       51



Servicing Agreement. On or before each Distribution Date, the Servicer shall
deposit in the Collection Account all amounts required to be deposited therein
with respect to the preceding Collection Period as provided in Section 4.2 of
the Sale and Servicing Agreement.

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

          (c)  [RESERVED]

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

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

          SECTION 8.3   General Provisions Regarding Accounts.

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

          (b)  Subject to Section 6.1(c), the Indenture Trustee shall not in any
way be held liable by reason of any insufficiency in any of the Trust Accounts
resulting from any loss on any Permitted Investment included therein, except for
losses attributable to the Indenture Trustee's failure to make payments on such
Permitted Investments issued by the Indenture

                                       52



Trustee, in its commercial capacity as principal obligor and not as trustee, in
accordance with their terms.

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

          SECTION 8.4   Release of Trust Estate.

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

          (b)  The Indenture Trustee shall, at such time as there are no Notes
Outstanding and all sums due the Indenture Trustee pursuant to Section 6.7 have
been paid in full, release any remaining portion of the Trust Estate that
secured the Notes from the lien of this Indenture and release to the Issuer or
any other Person entitled thereto any funds then on deposit in the Trust
Accounts. The Indenture Trustee shall release property from the lien of this
Indenture pursuant to this Section 8.4(b) only upon receipt of an Issuer Request
accompanied by an Officer's Certificate, an Opinion of Counsel and (if required
by the TIA) Independent Certificates in accordance with TIA Sections 314(c) and
314(d)(1) meeting the applicable requirements of Section 11.1.

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

                                       53



investigation, on the accuracy and validity of any certificate or other
instrument delivered to the Indenture Trustee in connection with any such
action.

                                   ARTICLE IX
                             SUPPLEMENTAL INDENTURES

          SECTION 9.1   Supplemental Indentures Without Consent of Noteholders.
The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may,
without the consent of the Holders of any Notes, with prior written notice to
the Rating Agencies, at any time and from time to time, enter into one or more
indentures supplemental hereto, in form satisfactory to the Indenture Trustee,
for any of the following purposes:

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

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

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

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

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

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

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

provided, however, that (i) no such supplemental indenture may materially
adversely affect the interests of any Noteholder, and (ii) no such supplemental
indenture will be permitted unless an Opinion of Counsel is delivered to the
Indenture Trustee to the effect that such supplemental indenture will not cause
the Issuer to be characterized for federal income tax purposes as an

                                       54



association taxable as a corporation or otherwise have any material adverse
impact on the federal income taxation of any Notes Outstanding or any
Noteholder. A supplemental indenture shall be deemed not to materially adversely
affect the interests of any Noteholder if (i) the Person requesting such
supplemental indenture obtains and delivers to the Indenture Trustee an Opinion
of Counsel to that effect or (ii) the Rating Agency Condition is satisfied. The
Indenture Trustee is hereby authorized to join in the execution of any such
supplemental indenture and to make any further appropriate agreements and
stipulations that may be therein contained.

          SECTION 9.2   Supplemental Indentures with Consent of Noteholders.
The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may,
with the consent of the Holders of Notes evidencing not less than 51% of the
Note Balance of the Controlling Class and with prior notice to the Rating
Agencies, by Act of such Holders delivered to the Issuer and the Indenture
Trustee, at any time and from time to time, enter into one or more indentures
supplemental hereto for the purpose of adding any provisions to, or changing in
any manner or eliminating any of the provisions of, this Indenture or modifying
in any manner the rights of the Holders of the Notes under this Indenture;
provided, however, that (i) no such supplemental indenture may materially
adversely affect the interests of any Noteholder and (ii) no such supplemental
indenture will be permitted unless an Opinion of Counsel is delivered to the
Indenture Trustee to the effect that such supplemental indenture will not cause
the Issuer to be characterized for federal income tax purposes as an association
taxable as a corporation or otherwise have any material adverse impact on the
federal income taxation of any Notes Outstanding or any Noteholder; and,
provided further, that no such supplemental indenture may, without the consent
of the Holder of each Outstanding Note affected by such supplemental indenture:

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

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

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

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

                                       55



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

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

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

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

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

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

          SECTION 9.3   Execution of Supplemental Indentures. In executing, or
permitting the additional trusts created by, any supplemental indenture
permitted by this Article IX or the modification thereby of the trusts created
by this Indenture, the Indenture Trustee shall be entitled to receive and,
subject to Sections 6.1 and 6.2, shall be fully protected in relying upon an
Opinion of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture and that all conditions precedent in
this Indenture to the execution and delivery of such supplemental indenture have
been satisfied. The Indenture Trustee may, but shall not be obligated to, enter
into any such supplemental indenture that affects the Indenture Trustee's own
rights, duties, liabilities or immunities under this Indenture or otherwise.

          SECTION 9.4   Effect of Supplemental Indenture. Upon the execution of
any supplemental indenture pursuant to the provisions hereof, this Indenture
shall be and shall be deemed to be modified and amended in accordance therewith
with respect to the Notes affected

                                       56



thereby, and the respective rights, limitations of rights, obligations, duties,
liabilities and immunities under this Indenture of the Indenture Trustee, the
Issuer and the Holders of the Notes shall thereafter be determined, exercised
and enforced hereunder subject in all respects to such modifications and
amendments, and all the terms and conditions of any such supplemental indenture
shall be and be deemed to be part of the terms and conditions of this Indenture
for any and all purposes.

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

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

                                    ARTICLE X
                               REDEMPTION OF NOTES

          SECTION 10.1  Redemption.

          (a)  The Notes are subject to redemption in whole, but not in part, at
the direction of the Servicer, pursuant to Section 9.1(a) of the Sale and
Servicing Agreement, on any Distribution Date on which the Servicer exercises
its option to purchase the assets of the Issuer pursuant to such Section 9.1(a),
and the amount paid by the Servicer shall be treated as collections in respect
of the Receivables and applied to pay all amounts due to the Servicer under the
Sale and Servicing Agreement, the unpaid principal amount of the Notes plus all
accrued and unpaid interest (including any overdue interest) thereon, the
Certificate Balance plus all accrued and unpaid interest (including any overdue
interest) thereon. If the Notes are to be redeemed pursuant to this Section
10.1(a), the Issuer shall furnish or cause the Servicer to furnish notice of
such redemption to the Depositor, the Indenture Trustee and the Rating Agencies
not later than thirty (30) days prior to the Redemption Date and the Issuer
shall deposit the Redemption Price of the Notes to be redeemed in the Note
Payment Account by 10:00 A.M. (New York City time) on the Redemption Date,
whereupon all such Notes shall be due and payable on the Redemption Date.

          (b)  In the event that the assets of the Issuer are purchased by the
Servicer pursuant to Section 9.1(a) of the Sale and Servicing Agreement, all
amounts on deposit in the Note Payment Account shall be paid to the Noteholders
up to the unpaid principal amount of the Notes and all accrued and unpaid
interest thereon. If such amounts are to be paid to Noteholders pursuant to this
Section 10.1(b), the Issuer shall, to the extent practicable, furnish or cause
the Servicer to furnish notice of such event to the Depositor, the Indenture
Trustee and the Rating

                                       57



Agencies not later than twenty (20) days prior to the Redemption Date, whereupon
all such amounts shall be payable on the Redemption Date.

          SECTION 10.2  Form of Redemption Notice. Notice of redemption of the
Notes under Section 10.1(a) shall be given by the Indenture Trustee by
first-class mail, postage prepaid, or by facsimile mailed or transmitted
promptly following receipt of notice from the Issuer or the Servicer pursuant to
Section 10.1(a), but not later than ten (10) days prior to the applicable
Redemption Date, to each Holder of the Notes as of the close of business on the
second Record Date preceding the applicable Redemption Date, at such Holder's
address or facsimile number appearing in the Note Register.

          All notices of redemption shall state:

               (i)    the Redemption Date;

               (ii)   the Redemption Price; and

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

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

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

                                   ARTICLE IX
                                  MISCELLANEOUS

          SECTION 11.1  Compliance Certificates and Opinions, etc.

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

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

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

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

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

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

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

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

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

          (e)  Whenever the Issuer is required to furnish to the Indenture
Trustee an Officer's Certificate certifying or stating the opinion of any signer
thereof as to the matters described in Section 11.1(d), the Issuer shall also
furnish to the Indenture Trustee an Independent

                                       59



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

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

          SECTION 11.2  Form of Documents Delivered to Indenture Trustee.

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

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

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

          (d)  Whenever in this Indenture, in connection with any application or
certificate or report to the Indenture Trustee, it is provided that the Issuer
shall deliver any document as a condition of the granting of such application,
or as evidence of the Issuer's compliance with any term hereof, it is intended
that the truth and accuracy, at the time of the granting of such application or
at the effective date of such certificate or report (as the case may be), of the
facts and opinions stated in such document shall in such case be conditions
precedent to the right of the Issuer to have such application granted or to the
sufficiency of such certificate

                                       60



or report. The foregoing shall not, however, be construed to affect the
Indenture Trustee's right to rely upon the truth and accuracy of any statement
or opinion contained in any such document as provided in Article VI.

          SECTION 11.3  Acts of Noteholders.

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

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

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

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

          SECTION 11.4  Notices, etc., to Indenture Trustee, Issuer and Rating
Agencies. Any request, demand, authorization, direction, notice, instruction,
consent, waiver, Act of Noteholders or other document provided or permitted by
this Indenture shall be in writing and if such request, demand, authorization,
direction, notice, instruction, consent, waiver, Act of Noteholders or other
document is to be made upon, given or furnished to or filed with:

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

               (ii)   the Issuer by the Indenture Trustee or by any Noteholder,
     shall be sufficient for every purpose hereunder if in writing and mailed
     first-class, postage prepaid to the Issuer addressed to: CarMax Auto Owner
     Trust 20[__]-[__], in care of [____________________], Attention:
     [____________________], with a copy to the Administrator at 4900 Cox Road,
     Glen Allen, Virginia 23060, Attention: Treasury Department, or at any other
     address previously furnished in writing to the Indenture Trustee by the
     Issuer or the Administrator; or

                                       61



               (iii)  the Depositor by the Indenture Trustee, the Servicer or
     any Noteholder, shall be sufficient for every purpose hereunder if in
     writing and mailed first-class, postage prepaid to the Depositor addressed
     to CarMax Auto Funding LLC, 4900 Cox Road, Suite 200, Glen Allen, Virginia
     23060, Attention: Treasurer.

          Notices required to be given to the Rating Agencies by the Issuer, the
Indenture Trustee or the Owner Trustee shall be in writing, personally
delivered, telecopied or mailed by certified mail, return receipt requested, to
(i) in the case of Moody's, at the following address: Moody's Investors Service,
Inc., ABS Monitoring Department, 99 Church Street, New York, New York 10007 and
(ii) in case of Standard & Poor's, at the following address: Standard & Poor's
Ratings Services, a division of The McGraw-Hill Companies, 55 Water Street (41st
Floor), New York, New York 10041, Attention: Asset Backed Surveillance
Department. The Issuer shall promptly transmit any notice received by it from
the Noteholders to the Indenture Trustee.

          SECTION 11.5  Notices to Noteholders; Waiver.

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

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

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

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

          SECTION 11.6  Alternate Payment and Notice Provisions.Notwithstanding
any other provisions of this Indenture or any of the Notes to the contrary, the
Issuer may enter into any agreement with any Holder of a Note providing for a
method of payment, or notice by the Indenture Trustee or any Paying Agent to
such Holder, that is different from the methods

                                       62



provided for in this Indenture for such payments or notices. The Issuer shall
furnish to the Indenture Trustee a copy of each such agreement and the Indenture
Trustee shall cause payments to be made and notices to be given in accordance
with such agreements.

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

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

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

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

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

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

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

                                       63



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

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

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

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

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

                                       64



except to the extent that the Indenture Trustee may reasonably determine that
such disclosure is consistent with its obligations hereunder.

          SECTION 11.19 [RESERVED].

          SECTION 11.20 Third-Party Beneficiaries. This Indenture shall inure to
the benefit of and be binding upon the parties hereto, the Owner Trustee, the
Noteholders, the Certificateholders and their respective successors and
permitted assigns. Except as otherwise provided in this Article XI, no other
Person shall have any right or obligation hereunder.

                            [SIGNATURE PAGE FOLLOWS]

                                       65



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

                                          CARMAX AUTO OWNER TRUST 20[__]-[__]


                                          By:[____________________],
                                             not in its individual capacity but
                                             solely as Owner Trustee


                                          By:
                                             -----------------------------------
                                             Name:
                                             Title:


                                          [_____________________],
                                          not in its individual capacity but
                                          solely as Indenture Trustee


                                          By:
                                             -----------------------------------
                                             Name:
                                             Title:

                                      S-1



                                   Exhibit A-1
                             Form of Class A-1 Note
                             ----------------------

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

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

REGISTERED                                                    $[_______________]

NO. A-1                                                   CUSIP NO. [__________]

                      CARMAX AUTO OWNER TRUST 200[__]-[__]

                       [____]% CLASS A-1 ASSET-BACKED NOTE

          CarMax Auto Owner Trust 20[__]-[__], a statutory trust organized and
existing under the laws of the State of Delaware (herein referred to as the
"Issuer"), for value received, hereby promises to pay to Cede & Co., or its
registered assigns, the principal sum of [____________________] DOLLARS payable
on each Distribution Date in an amount equal to the aggregate amount, if any,
payable from the Note Payment Account in respect of principal on the Class A-1
Notes pursuant to Section 2.8 of the Indenture dated as of [__________], 20[__]
(as amended, supplemented or otherwise modified and in effect from time to time,
the "Indenture") between the Issuer and [____________________], a
[____________________], as Indenture Trustee (in such capacity, the "Indenture
Trustee"); provided, however, that, if not paid prior to such date, the unpaid
principal amount of this Class A-1 Note shall be due and payable on the earlier
of the [__________] 20[__] Distribution Date (the "Class A-1 Final Distribution
Date") and the Redemption Date, if any, pursuant to Section 10.1 of the
Indenture. Capitalized terms used but not defined herein are defined in Article
I of the Indenture, which also contains rules as to construction that shall be
applicable hereto.

          The Issuer shall pay interest on this Class A-1 Note at the rate per
annum shown above on each Distribution Date, until the principal of this Class
A-1 Note is paid or made available for payment, on the principal amount of this
Class A-1 Note outstanding on the preceding Distribution Date (after giving
effect to all payments of principal made on such

                                      A1-1



preceding Distribution Date), subject to certain limitations contained in
Section 3.1 of the Indenture. Interest on this Class A-1 Note shall accrue for
each Distribution Date from and including the preceding Distribution Date (or,
in the case of the initial Distribution Date or if no interest has been paid,
from and including the Closing Date) to but excluding such Distribution Date.
Interest shall be computed on the basis of actual days elapsed and a 360-day
year. The principal of and interest on this Class A-1 Note shall be paid in the
manner specified on the reverse hereof.

          "Distribution Date" means the 15th day of each month or, if such 15th
day is not a Business Day, the following Business Day, commencing on
[__________], 20[__].

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

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

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

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                      A1-2



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

Dated: [__________], 20[__]

                                          CARMAX AUTO OWNER TRUST 20[__]-[__]


                                          By:[____________________],
                                              not in its individual capacity but
                                              solely as Owner Trustee


                                          By:
                                             -----------------------------------
                                             Name:
                                             Title:

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

Dated: [__________], 20[__]

                                          [_______________________],
                                          not in its individual capacity but
                                          solely as Indenture Trustee


                                          By:
                                             -----------------------------------
                                             Name:
                                             Title:

                                      A1-3



                           [REVERSE OF CLASS A-1 NOTE]

          This Class A-1 Note is one of a duly authorized issue of Notes of the
Issuer, designated as its [____]% Class A-1 Asset-Backed Notes, which, together
with the [____]% Class A-2 Asset-Backed Notes, the [____]% Class A-3
Asset-Backed Notes, the [____]% Class A-4 Asset-Backed Notes, the [____]% Class
B Asset-Backed Notes and the [____]% Class C Asset-Backed Notes (collectively,
the "Notes"), are issued under the Indenture, to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights and obligations thereunder of the Issuer, the Indenture
Trustee and the Holders of the Notes. The Notes are subject to all terms of the
Indenture.

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

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

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

                                      A1-4



office of the Indenture Trustee's agent appointed for such purposes located in
New York, New York.

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

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

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

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

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

          The Issuer has entered into the Indenture and this Class A-1 Note is
issued with the intention that, for federal, state and local income, and
franchise tax purposes, the Notes will

                                      A1-5



qualify as indebtedness of the Issuer secured by the Trust Estate. Each
Noteholder or Note Owner, by its acceptance of a Note or, in the case of a Note
Owner, a beneficial interest in a Note, agrees to treat the Notes for federal,
state and local income, single business and franchise tax purposes as
indebtedness of the Issuer.

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

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

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

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

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

          This Class A-1 Note and the Indenture shall be governed by, and
construed in accordance with, the laws of the State of New York, and the
obligations, rights and remedies of the parties hereunder and thereunder shall
be determined in accordance with such laws.

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

                                      A1-6



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

                                      A1-7



                                   ASSIGNMENT

SOCIAL SECURITY NUMBER
OR OTHER IDENTIFICATION
NUMBER OF ASSIGNEE: ________________

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

________________________________________________________________________________

                         (name and address of assignee)

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

Dated:

                                          ____________________________________*/

                                          Signature Guaranteed:

                                          ____________________________________*/

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

                                      A1-8



                                   Exhibit A-2
                             Form of Class A-2 Note
                             ----------------------

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

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

REGISTERED                                                    $[_______________]

NO. A-2                                                   CUSIP NO. [__________]

                       CARMAX AUTO OWNER TRUST 20[__]-[__]

                       [____]% CLASS A-2 ASSET-BACKED NOTE

          CarMax Auto Owner Trust 20[__]-[__], a statutory trust organized and
existing under the laws of the State of Delaware (herein referred to as the
"Issuer"), for value received, hereby promises to pay to Cede & Co., or its
registered assigns, the principal sum of [____________________] DOLLARS payable
on each Distribution Date in an amount equal to the aggregate amount, if any,
payable from the Note Payment Account in respect of principal on the Class A-2
Notes pursuant to Section 2.8 of the Indenture dated as of [__________], 20[__]
(as amended, supplemented or otherwise modified and in effect from time to time,
the "Indenture") between the Issuer and [____________________], a
[____________________], as Indenture Trustee (in such capacity, the "Indenture
Trustee"); provided, however, that principal of this Class A-2 Note will not be
due and payable until the Class A-1 Notes have been paid in full; and, provided
further, that, if not paid prior to such date, the unpaid principal amount of
this Class A-2 Note shall be due and payable on the earlier of the [__________]
20[__] Distribution Date (the "Class A-2 Final Distribution Date") and the
Redemption Date, if any, pursuant to Section 10.1 of the Indenture. Capitalized
terms used but not defined herein are defined in Article I of the Indenture,
which also contains rules as to construction that shall be applicable hereto.

          The Issuer shall pay interest on this Class A-2 Note at the rate per
annum shown above on each Distribution Date, until the principal of this Class
A-2 Note is paid or made

                                      A2-1



available for payment, on the principal amount of this Class A-2 Note
outstanding on the preceding Distribution Date (after giving effect to all
payments of principal made on such preceding Distribution Date), subject to
certain limitations contained in Section 3.1 of the Indenture. Interest on this
Class A-2 Note shall accrue for each Distribution Date from and including the
15th day of the preceding month (or, in the case of the initial Distribution
Date or if no interest has been paid, from and including the Closing Date) to
but excluding the 15th day of the month in which such Distribution Date occurs.
Interest shall be computed on the basis of a 360-day year consisting of twelve
30-day months. Interest on this Class A-2 Note on each Distribution Date shall
equal one-twelfth of the product of (i) the rate per annum shown above and (ii)
the principal amount of this Class A-2 Note outstanding on the preceding
Distribution Date (after giving effect to all payments of principal made on such
preceding Distribution Date); provided, however, that the interest payable on
this Class A-2 Note on [__________], 20[__] shall equal $[_______________]. The
principal of and interest on this Class A-2 Note shall be paid in the manner
specified on the reverse hereof.

          "Distribution Date" means the 15th day of each month or, if such 15th
day is not a Business Day, the following Business Day, commencing on
[__________], 20[__].

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

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

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

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                      A2-2



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

Dated: [__________], 2003

                                          CARMAX AUTO OWNER TRUST 20[__]-[__]


                                          By:[____________________],
                                              not in its individual capacity but
                                              solely as Owner Trustee


                                          By:
                                             -----------------------------------
                                             Name:
                                             Title:

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

Dated: [__________], 2003

                                          [_______________________],
                                          not in its individual capacity but
                                          solely as Indenture Trustee


                                          By:
                                             -----------------------------------
                                             Name:
                                             Title:

                                      A2-3



                           [REVERSE OF CLASS A-2 NOTE]

          This Class A-2 Note is one of a duly authorized issue of Notes of the
Issuer, designated as its [____]% Class A-2 Asset-Backed Notes, which, together
with the [____]% Class A-1 Asset-Backed Notes, the [____]% Class A-3
Asset-Backed Notes, the [____]% Class A-4 Asset-Backed Notes, the [____]% Class
B Asset-Backed Notes and the [____]% Class C Asset-Backed Notes (collectively,
the "Notes"), are issued under the Indenture, to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights and obligations thereunder of the Issuer, the Indenture
Trustee and the Holders of the Notes. The Notes are subject to all terms of the
Indenture.

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

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

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

                                      A2-4



Distribution Date, and the amount then due and payable shall be payable only
upon presentation and surrender of this Class A-2 Note at the Indenture
Trustee's Corporate Trust Office or at the office of the Indenture Trustee's
agent appointed for such purposes located in New York, New York.

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

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

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

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

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

                                      A2-5



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

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

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

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

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

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

          This Class A-2 Note and the Indenture shall be governed by, and
construed in accordance with, the laws of the State of New York, and the
obligations, rights and remedies of the parties hereunder and thereunder shall
be determined in accordance with such laws.

          No reference herein to the Indenture, and no provision of this Note or
of the Indenture, shall alter or impair the obligation of the Issuer, which is
absolute and unconditional,

                                      A2-6



to pay the principal of and interest on this Class A-2 Note at the times, place
and rate, and in the coin or currency, herein prescribed.

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

                                      A2-7



                                   ASSIGNMENT

SOCIAL SECURITY NUMBER
OR OTHER IDENTIFICATION
NUMBER OF ASSIGNEE: ________________

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

________________________________________________________________________________

                         (name and address of assignee)

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

Dated:

                                          ____________________________________*/

                                          Signature Guaranteed:

                                          ____________________________________*/

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

                                      A2-8



                                   Exhibit A-3
                             Form of Class A-3 Note
                             ----------------------

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

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

REGISTERED                                                    $[_______________]

NO. A-3                                                   CUSIP NO. [__________]

                       CARMAX AUTO OWNER TRUST 20[__]-[__]

                       [____]% CLASS A-3 ASSET-BACKED NOTE

          CarMax Auto Owner Trust 20[__]-[__], a statutory trust organized and
existing under the laws of the State of Delaware (herein referred to as the
"Issuer"), for value received, hereby promises to pay to Cede & Co., or its
registered assigns, the principal sum of [____________________] DOLLARS payable
on each Distribution Date in an amount equal to the aggregate amount, if any,
payable from the Note Payment Account in respect of principal on the Class A-3
Notes pursuant to Section 2.8 of the Indenture dated as of [__________], 20[__]
(as amended, supplemented or otherwise modified and in effect from time to time,
the "Indenture") between the Issuer and [____________________], a
[____________________], as Indenture Trustee (in such capacity, the "Indenture
Trustee"); provided, however, that, except under certain limited circumstances
described in the Indenture, principal of this Class A-3 Note will not be due and
payable until the Class A-1 Notes and the Class A-2 Notes have been paid in
full; and, provided further, that, if not paid prior to such date, the unpaid
principal amount of this Class A-3 Note shall be due and payable on the earlier
of the [__________] 20[__] Distribution Date (the "Class A-3 Final Distribution
Date") and the Redemption Date, if any, pursuant to Section 10.1 of the
Indenture. Capitalized terms used but not defined herein are defined in Article
I of the Indenture, which also contains rules as to construction that shall be
applicable hereto.

                                      A3-1



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

          "Distribution Date" means the 15th day of each month or, if such 15th
day is not a Business Day, the following Business Day, commencing on
[__________], 20[__].

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

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

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

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                      A3-2



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

Dated: [__________], 20[__]

                                          CARMAX AUTO OWNER TRUST 20[__]-[__]

                                          By:  [____________________],
                                               not in its individual capacity
                                               but solely as Owner Trustee


                                          By:
                                              ----------------------------------
                                              Name:
                                              Title:


                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

Dated: [__________], 20[__]

                                          [____________________],
                                          not in its individual capacity but
                                          solely as Indenture Trustee


                                          By:
                                              ----------------------------------
                                              Name:
                                              Title:

                                      A3-3



                           [REVERSE OF CLASS A-3 NOTE]

          This Class A-3 Note is one of a duly authorized issue of Notes of the
Issuer, designated as its [____]% Class A-3 Asset-Backed Notes, which, together
with the [____]% Class A-1 Asset-Backed Notes, the [____]% Class A-2
Asset-Backed Notes, the [____]% Class A-4 Asset-Backed Notes, the [____]% Class
B Asset-Backed Notes and the [____]% Class C Asset-Backed Notes (collectively,
the "Notes"), are issued under the Indenture, to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights and obligations thereunder of the Issuer, the Indenture
Trustee and the Holders of the Notes. The Notes are subject to all terms of the
Indenture.

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

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

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

                                      A3-4



Distribution Date, and the amount then due and payable shall be payable only
upon presentation and surrender of this Class A-3 Note at the Indenture
Trustee's Corporate Trust Office or at the office of the Indenture Trustee's
agent appointed for such purposes located in New York, New York.

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

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

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

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

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

                                      A3-5



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

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

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

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

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

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

          This Class A-3 Note and the Indenture shall be governed by, and
construed in accordance with, the laws of the State of New York, and the
obligations, rights and remedies of the parties hereunder and thereunder shall
be determined in accordance with such laws.

          No reference herein to the Indenture, and no provision of this Note or
of the Indenture, shall alter or impair the obligation of the Issuer, which is
absolute and unconditional,

                                      A3-6



to pay the principal of and interest on this Class A-3 Note at the times, place
and rate, and in the coin or currency, herein prescribed.

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

                                      A3-7



                                   ASSIGNMENT


SOCIAL SECURITY NUMBER
OR OTHER IDENTIFICATION
NUMBER OF ASSIGNEE:____________________

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

________________________________________________________________________________

                         (name and address of assignee)

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

Dated:


                                                                              */
                                          ____________________________________

                                          Signature Guaranteed:

                                                                              */
                                          ____________________________________

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

                                      A3-8



                                   Exhibit A-4
                             Form of Class A-4 Note
                             ----------------------

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

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

REGISTERED                                                    $[_______________]

NO. A-4                                                   CUSIP NO. [__________]


                       CARMAX AUTO OWNER TRUST 20[__]-[__]

                       [____]% CLASS A-4 ASSET-BACKED NOTE

          CarMax Auto Owner Trust 20[__]-[__], a statutory trust organized and
existing under the laws of the State of Delaware (herein referred to as the
"Issuer"), for value received, hereby promises to pay to Cede & Co., or its
registered assigns, the principal sum of [____________________] DOLLARS payable
on each Distribution Date in an amount equal to the aggregate amount, if any,
payable from the Note Payment Account in respect of principal on the Class A-4
Notes pursuant to Section 2.8 of the Indenture dated as of [__________], 20[__]
(as amended, supplemented or otherwise modified and in effect from time to time,
the "Indenture") between the Issuer and [____________________],
a [____________________], as Indenture Trustee (in such capacity, the "Indenture
Trustee"); provided, however, that, except under certain limited circumstances
described in the Indenture, principal of this Class A-4 Note will not be due and
payable until the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes
have been paid in full; and, provided further, that, if not paid prior to such
date, the unpaid principal amount of this Class A-4 Note shall be due and
payable on the earlier of the [__________] 20[__] Distribution Date (the "Class
A-4 Final Distribution Date") and the Redemption Date, if any, pursuant to
Section 10.1 of the Indenture. Capitalized terms used but not defined herein are
defined in Article I of the Indenture, which also contains rules as to
construction that shall be applicable hereto.

                                      A4-1



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

          "Distribution Date" means the 15th day of each month or, if such 15th
day is not a Business Day, the following Business Day, commencing on
[__________], 20[__].

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

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

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

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                      A4-2



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

Dated: [__________], 20[__]

                                          CARMAX AUTO OWNER TRUST 20[__]-[__]

                                          By:  [____________________],
                                               not in its individual capacity
                                               but solely as Owner Trustee


                                          By:
                                              ----------------------------------
                                              Name:
                                              Title:


                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

Dated: [__________], 20[__]

                                          [____________________],
                                          not in its individual capacity but
                                          solely as Indenture Trustee


                                          By:
                                              ----------------------------------
                                              Name:
                                              Title:

                                      A4-3



                           [REVERSE OF CLASS A-4 NOTE]

          This Class A-4 Note is one of a duly authorized issue of Notes of the
Issuer, designated as its [____]% Class A-4 Asset-Backed Notes, which, together
with the [____]% Class A-1 Asset-Backed Notes, the [____]% Class A-2
Asset-Backed Notes, the [____]% Class A-3 Asset-Backed Notes, the [____]% Class
B Asset-Backed Notes and the [____]% Class C Asset-Backed Notes (collectively,
the "Notes"), are issued under the Indenture, to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights and obligations thereunder of the Issuer, the Indenture
Trustee and the Holders of the Notes. The Notes are subject to all terms of the
Indenture.

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

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

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

                                      A4-4



Distribution Date, and the amount then due and payable shall be payable only
upon presentation and surrender of this Class A-4 Note at the Indenture
Trustee's Corporate Trust Office or at the office of the Indenture Trustee's
agent appointed for such purposes located in New York, New York.

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

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

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

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

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

                                      A4-5



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

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

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

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

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

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

          This Class A-4 Note and the Indenture shall be governed by, and
construed in accordance with, the laws of the State of New York, and the
obligations, rights and remedies of the parties hereunder and thereunder shall
be determined in accordance with such laws.

          No reference herein to the Indenture, and no provision of this Note or
of the Indenture, shall alter or impair the obligation of the Issuer, which is
absolute and unconditional,

                                      A4-6



to pay the principal of and interest on this Class A-4 Note at the times, place
and rate, and in the coin or currency, herein prescribed.

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

                                      A4-7



                                   ASSIGNMENT


SOCIAL SECURITY NUMBER
OR OTHER IDENTIFICATION
NUMBER OF ASSIGNEE:________________________

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

________________________________________________________________________________

                         (name and address of assignee)

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

Dated:

                                          ____________________________________*/

                                          Signature Guaranteed:

                                          ____________________________________*/

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

                                      A4-8



                                    Exhibit B
                              Form of Class B Note
                              --------------------

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

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

REGISTERED                                                    $[_______________]

NO. B-1                                                   CUSIP NO. [__________]

                       CARMAX AUTO OWNER TRUST 20[__]-[__]

                        [____]% CLASS B ASSET-BACKED NOTE

          CarMax Auto Owner Trust 20[__]-[__], a statutory trust organized and
existing under the laws of the State of Delaware (herein referred to as the
"Issuer"), for value received, hereby promises to pay to Cede & Co., or its
registered assigns, the principal sum of [____________________] DOLLARS payable
on each Distribution Date in an amount equal to the aggregate amount, if any,
payable from the Note Payment Account in respect of principal on the Class B
Notes pursuant to Section 2.8 of the Indenture dated as of [__________], 20[__]
(as amended, supplemented or otherwise modified and in effect from time to time,
the "Indenture") between the Issuer and [____________________], a
[____________________], as Indenture Trustee (in such capacity, the "Indenture
Trustee"); provided, however, that, except under certain limited circumstances
described in the Indenture, principal of this Class B Note will not be due and
payable until the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and
the Class A-4 Notes have been paid in full; and, provided further, that, if not
paid prior to such date, the unpaid principal amount of this Class B Note shall
be due and payable on the earlier of the [__________] 20[__] Distribution Date
(the "Class B Final Distribution Date") and the Redemption Date, if any,
pursuant to Section 10.1 of the Indenture. Capitalized terms used but not
defined herein are defined in Article I of the Indenture, which also contains
rules as to construction that shall be applicable hereto.

                                      B-1



          The Issuer shall pay interest on this Class B Note at the rate per
annum shown above on each Distribution Date, until the principal of this Class B
Note is paid or made available for payment, on the principal amount of this
Class B Note outstanding on the preceding Distribution Date (after giving effect
to all payments of principal made on such preceding Distribution Date), subject
to certain limitations contained in Section 3.1 of the Indenture. Interest on
this Class B Note shall accrue for each Distribution Date from and including the
15th day of the preceding month (or, in the case of the initial Distribution
Date or if no interest has been paid, from and including the Closing Date) to
but excluding the 15th day of the month in which such Distribution Date occurs.
Interest shall be computed on the basis of a 360-day year consisting of twelve
30-day months. Interest on this Class B Note on each Distribution Date shall
equal one-twelfth of the product of (i) the rate per annum shown above and (ii)
the principal amount of this Class B Note outstanding on the preceding
Distribution Date (after giving effect to all payments of principal made on such
preceding Distribution Date); provided, however, that the interest payable on
this Class B Note on [__________], 20[__] shall equal $[_______________]. The
principal of and interest on this Class B Note shall be paid in the manner
specified on the reverse hereof.

          "Distribution Date" means the 15th day of each month or, if such 15th
day is not a Business Day, the following Business Day, commencing on
[__________], 20[__].

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

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

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

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                      B-2



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

Dated: [__________], 20[__]

                                          CARMAX AUTO OWNER TRUST 20[__]-[__]


                                          By:  [____________________],
                                               not in its individual capacity
                                               but solely as Owner Trustee


                                          By:
                                              ----------------------------------
                                              Name:
                                              Title:

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

Dated:  [__________], 20[__]

                                          [_________________________],
                                          not in its individual capacity but
                                          solely as Indenture Trustee


                                          By:
                                              ----------------------------------
                                              Name:
                                              Title:

                                      B-3



                            [REVERSE OF CLASS B NOTE]

          This Class B Note is one of a duly authorized issue of Notes of the
Issuer, designated as its [____]% Class B Asset-Backed Notes, which, together
with the [____]% Class A-1 Asset-Backed Notes, the [____]% Class A-2
Asset-Backed Notes, the [____]% Class A-3 Asset-Backed Notes, the [____]% Class
A-4 Asset-Backed Notes and the [____]% Class C Asset-Backed Notes (collectively,
the "Notes"), are issued under the Indenture, to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights and obligations thereunder of the Issuer, the Indenture
Trustee and the Holders of the Notes. The Notes are subject to all terms of the
Indenture.

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

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

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

                                      B-4



then due and payable shall be payable only upon presentation and surrender of
this Class B Note at the Indenture Trustee's Corporate Trust Office or at the
office of the Indenture Trustee's agent appointed for such purposes located in
New York, New York.

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

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

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

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

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

                                      B-5



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

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

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

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

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

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

          This Class B Note and the Indenture shall be governed by, and
construed in accordance with, the laws of the State of New York, and the
obligations, rights and remedies of the parties hereunder and thereunder shall
be determined in accordance with such laws.

          No reference herein to the Indenture, and no provision of this Note or
of the Indenture, shall alter or impair the obligation of the Issuer, which is
absolute and unconditional,

                                      B-6



to pay the principal of and interest on this Class B Note at the times, place
and rate, and in the coin or currency, herein prescribed.

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

                                      B-7



                                   ASSIGNMENT

SOCIAL SECURITY NUMBER
OR OTHER IDENTIFICATION
NUMBER OF ASSIGNEE: _________________


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

________________________________________________________________________________

                         (name and address of assignee)

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

Dated:

                                          ____________________________________*/

                                          Signature Guaranteed:

                                          ____________________________________*/

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

                                      B-8



                                    Exhibit C
                              Form of Class C Note
                              --------------------

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

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

REGISTERED                                                    $[_______________]

NO. C-1                                                    CUSIP NO.[__________]


                       CARMAX AUTO OWNER TRUST 20[__]-[__]

                        [____]% CLASS C ASSET-BACKED NOTE

          CarMax Auto Owner Trust 20[__]-[__], a statutory trust organized and
existing under the laws of the State of Delaware (herein referred to as the
"Issuer"), for value received, hereby promises to pay to Cede & Co., or its
registered assigns, the principal sum of [____________________]DOLLARS payable
on each Distribution Date in an amount equal to the aggregate amount, if any,
payable from the Note Payment Account in respect of principal on the Class C
Notes pursuant to Section 2.8 of the Indenture dated as of [__________], 20[__]
(as amended, supplemented or otherwise modified and in effect from time to time,
the "Indenture") between the Issuer and [____________________], a
[____________________], as Indenture Trustee (in such capacity, the "Indenture
Trustee"); provided, however, that, except under certain limited circumstances
described in the Indenture, principal of this Class C Note will not be due and
payable until the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the
Class A-4 Notes and the Class B Notes have been paid in full; and, provided
further, that, if not paid prior to such date, the unpaid principal amount of
this Class C Note shall be due and payable on the earlier of the [__________]
20[__] Distribution Date (the "Class C Final Distribution Date") and the
Redemption Date, if any, pursuant to Section 10.1 of the Indenture. Capitalized
terms used but not defined herein are defined in Article I of the Indenture,
which also contains rules as to construction that shall be applicable hereto.

                                      C-1



          The Issuer shall pay interest on this Class C Note at the rate per
annum shown above on each Distribution Date, until the principal of this Class C
Note is paid or made available for payment, on the principal amount of this
Class C Note outstanding on the preceding Distribution Date (after giving effect
to all payments of principal made on such preceding Distribution Date), subject
to certain limitations contained in Section 3.1 of the Indenture. Interest on
this Class C Note shall accrue for each Distribution Date from and including the
15th day of the preceding month (or, in the case of the initial Distribution
Date or if no interest has been paid, from and including the Closing Date) to
but excluding the 15th day of the month in which such Distribution Date occurs.
Interest shall be computed on the basis of a 360-day year consisting of twelve
30-day months. Interest on this Class C Note on each Distribution Date shall
equal one-twelfth of the product of (i) the rate per annum shown above and (ii)
the principal amount of this Class C Note outstanding on the preceding
Distribution Date (after giving effect to all payments of principal made on such
preceding Distribution Date); provided, however, that the interest payable on
this Class C Note on [__________], 20[__] shall equal $[_______________]. The
principal of and interest on this Class C Note shall be paid in the manner
specified on the reverse hereof.

          "Distribution Date" means the 15th day of each month or, if such 15th
day is not a Business Day, the following Business Day, commencing on
[__________], 20[__].

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

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

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

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                      C-2



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

Dated: [__________], 20[__]

                                          CARMAX AUTO OWNER TRUST 20[__]-[__]


                                          By:  [____________________],
                                               not in its individual capacity
                                               but solely as Owner Trustee


                                          By:
                                              ----------------------------------
                                              Name:
                                              Title:


                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

Dated: [__________], 20[__]

                                          [____________________],
                                          not in its individual capacity but
                                          solely as Indenture Trustee


                                          By:
                                              ----------------------------------
                                              Name:
                                              Title:

                                      C-3



                            [REVERSE OF CLASS C NOTE]

          This Class C Note is one of a duly authorized issue of Notes of the
Issuer, designated as its [____]% Class C Asset-Backed Notes, which, together
with the [____]% Class A-1 Asset-Backed Notes, the [____]% Class A-2
Asset-Backed Notes, the [____]% Class A-3 Asset-Backed Notes, the [____]% Class
A-4 Asset-Backed Notes and the [____]% Class B Asset-Backed Notes (collectively,
the "Notes"), are issued under the Indenture, to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights and obligations thereunder of the Issuer, the Indenture
Trustee and the Holders of the Notes. The Notes are subject to all terms of the
Indenture.

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

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

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

                                      C-4



at the Indenture Trustee's Corporate Trust Office or at the office of the
Indenture Trustee's agent appointed for such purposes located in New York, New
York.

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

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

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

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

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

          The Issuer has entered into the Indenture and this Class C Note is
issued with the intention that, for federal, state and local income, and
franchise tax purposes, the Notes will

                                      C-5



qualify as indebtedness of the Issuer secured by the Trust Estate. Each
Noteholder or Note Owner, by its acceptance of a Note or, in the case of a Note
Owner, a beneficial interest in a Note, agrees to treat the Notes for federal,
state and local income, single business and franchise tax purposes as
indebtedness of the Issuer.

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

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

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

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

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

          This Class C Note and the Indenture shall be governed by, and
construed in accordance with, the laws of the State of New York, and the
obligations, rights and remedies of the parties hereunder and thereunder shall
be determined in accordance with such laws.

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

                                      C-6



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

                                      C-7



                                   ASSIGNMENT

SOCIAL SECURITY NUMBER
OR OTHER IDENTIFICATION
NUMBER OF ASSIGNEE: _________________


          FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto__________________________________________________________________

________________________________________________________________________________

                         (name and address of assignee)

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

Dated:

                                          ____________________________________*/

                                          Signature Guaranteed:

                                          ____________________________________*/

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

                                      C-8



                                    Exhibit D
                           Form of Opinion of Counsel
                           --------------------------

                                 [SEE ATTACHED]


                                      D-1

EX-4.2.2

Exhibit 4.2.2 - Form of Indenture for Insured Offerings


                      CARMAX AUTO OWNER TRUST 20[__]-[__],
                                   as Issuer,

                                       and

                             [______________________],
                              as Indenture Trustee

                                   ----------

                                    INDENTURE
                        Dated as of [__________], 20[__]


                                   ----------

             $[_______________] [____]% Class A-1 Asset-Backed Notes
             $[_______________] [____]% Class A-2 Asset-Backed Notes
             $[_______________] [____]% Class A-3 Asset-Backed Notes
             $[_______________] [____]% Class A-4 Asset-Backed Notes



                            CROSS REFERENCE TABLE(1)

  TIA                                                                  Indenture
Section                                                                 Section
- -------                                                                 -------

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

- ----------
(1)  Note: This Cross Reference Table shall not, for any purpose, be deemed to
be part of this Indenture.
(2)  N.A. means Not Applicable.

                                       i



                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

                                    ARTICLE I
                   DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.1      Definitions.................................................. 2
SECTION 1.2      Incorporation by Reference of Trust Indenture Act........... 11
SECTION 1.3      Rules of Construction....................................... 11

                                   ARTICLE II
                                    THE NOTES

SECTION 2.1      Form........................................................ 12
SECTION 2.2      Execution, Authentication and Delivery...................... 13
SECTION 2.3      Temporary Notes............................................. 13
SECTION 2.4      Tax Treatment............................................... 14
SECTION 2.5      Registration; Registration of Transfer and Exchange......... 14
SECTION 2.6      Mutilated, Destroyed, Lost or Stolen Notes.................. 15
SECTION 2.7      Persons Deemed Owners....................................... 16
SECTION 2.8      Payments.................................................... 16
SECTION 2.9      Cancellation................................................ 20
SECTION 2.10     Release of Collateral....................................... 20
SECTION 2.11     Book-Entry Notes............................................ 20
SECTION 2.12     Notices to Clearing Agency.................................. 21
SECTION 2.13     Definitive Notes............................................ 21
SECTION 2.14     Authenticating Agents....................................... 22

                                   ARTICLE III
                                    COVENANTS

SECTION 3.1      Payment of Principal and Interest........................... 22
SECTION 3.2      Maintenance of Office or Agency............................. 22
SECTION 3.3      Money for Payments To Be Held in Trust...................... 23
SECTION 3.4      Existence................................................... 24
SECTION 3.5      Protection of Trust Estate.................................. 24
SECTION 3.6      Opinions as to Trust Estate................................. 25
SECTION 3.7      Performance of Obligations; Servicing of Receivables........ 25
SECTION 3.8      Negative Covenants.......................................... 27
SECTION 3.9      Annual Statement as to Compliance........................... 28
SECTION 3.10     Issuer May Consolidate, etc., Only on Certain Terms......... 28
SECTION 3.11     Successor or Transferee..................................... 30
SECTION 3.12     No Other Business........................................... 30
SECTION 3.13     No Borrowing................................................ 30
SECTION 3.14     Servicer's Obligations...................................... 31
SECTION 3.15     Guarantees, Loans, Advances and Other Liabilities........... 31

                                       i



SECTION 3.16     Capital Expenditures........................................ 31
SECTION 3.17     Restricted Payments......................................... 31
SECTION 3.18     Notice of Events of Default................................. 31
SECTION 3.19     Removal of Administrator.................................... 31
SECTION 3.20     Further Instruments and Acts................................ 31

                                   ARTICLE IV
                           SATISFACTION AND DISCHARGE

SECTION 4.1      Satisfaction and Discharge of Indenture..................... 32
SECTION 4.2      Satisfaction, Discharge and Defeasance of the Notes......... 33
SECTION 4.3      Application of Trust Money.................................. 34
SECTION 4.4      Repayment of Monies Held by Paying Agent.................... 34

                                    ARTICLE V
                                    REMEDIES

SECTION 5.1      Events of Default........................................... 34
SECTION 5.2      Acceleration of Maturity; Rescission and Annulment.......... 36
SECTION 5.3      Collection of Indebtedness and Suits for Enforcement by
                 Indenture Trustee........................................... 37
SECTION 5.4      Remedies.................................................... 39
SECTION 5.5      Optional Preservation of the Receivables.................... 41
SECTION 5.6      Limitation of Suits......................................... 41
SECTION 5.7      Unconditional Rights of Noteholders to Receive Principal
                 and Interest................................................ 42
SECTION 5.8      Restoration of Rights and Remedies.......................... 42
SECTION 5.9      Rights and Remedies Cumulative.............................. 42
SECTION 5.10     Delay or Omission Not a Waiver.............................. 42
SECTION 5.11     Control by Noteholders...................................... 42
SECTION 5.12     Waiver of Past Defaults..................................... 43
SECTION 5.13     Undertaking for Costs....................................... 43
SECTION 5.14     Waiver of Stay or Extension Laws............................ 44
SECTION 5.15     Action on Notes............................................. 44
SECTION 5.16     Performance and Enforcement of Certain Obligations.......... 44

                                   ARTICLE VI
                              THE INDENTURE TRUSTEE

SECTION 6.1      Duties of Indenture Trustee................................. 45
SECTION 6.2      Rights of Indenture Trustee................................. 46
SECTION 6.3      Individual Rights of Indenture Trustee...................... 47
SECTION 6.4      Indenture Trustee's Disclaimer.............................. 47
SECTION 6.5      Notice of Defaults.......................................... 47
SECTION 6.6      Reports by Indenture Trustee to Holders..................... 48
SECTION 6.7      Compensation and Indemnity.................................. 48
SECTION 6.8      Replacement of Indenture Trustee............................ 48
SECTION 6.9      Successor Indenture Trustee by Merger....................... 49

                                       ii



SECTION 6.10     Appointment of Co-Indenture Trustee or Separate
                 Indenture Trustee........................................... 50
SECTION 6.11     Eligibility; Disqualification............................... 51
SECTION 6.12     Preferential Collection of Claims Against Issuer............ 51

                                   ARTICLE VII
                         NOTEHOLDERS' LISTS AND REPORTS

SECTION 7.1      Issuer To Furnish Indenture Trustee Names and Addresses of
                 Noteholders................................................. 51
SECTION 7.2      Preservation of Information; Communications to Noteholders.. 51
SECTION 7.3      Reports by Issuer........................................... 52
SECTION 7.4      Reports by Indenture Trustee................................ 52

                                  ARTICLE VIII
                      ACCOUNTS, DISBURSEMENTS AND RELEASES

SECTION 8.1      Collection of Money......................................... 53
SECTION 8.2      Trust Accounts.............................................. 53
SECTION 8.3      General Provisions Regarding Accounts....................... 53
SECTION 8.4      Release of Trust Estate..................................... 54
SECTION 8.5      Opinion of Counsel.......................................... 55

                                   ARTICLE IX
                             SUPPLEMENTAL INDENTURES

SECTION 9.1      Supplemental Indentures Without Consent of Noteholders...... 55
SECTION 9.2      Supplemental Indentures with Consent of Noteholders......... 56
SECTION 9.3      Execution of Supplemental Indentures........................ 58
SECTION 9.4      Effect of Supplemental Indenture............................ 58
SECTION 9.5      Conformity with Trust Indenture Act......................... 58
SECTION 9.6      Reference in Notes to Supplemental Indentures............... 58

                                    ARTICLE X
                               REDEMPTION OF NOTES

SECTION 10.1     Redemption.................................................. 59
SECTION 10.2     Form of Redemption Notice................................... 59
SECTION 10.3     Notes Payable on Redemption Date............................ 60

                                   ARTICLE XI
                                  MISCELLANEOUS

SECTION 11.1     Compliance Certificates and Opinions, etc................... 60
SECTION 11.2     Form of Documents Delivered to Indenture Trustee............ 62
SECTION 11.3     Acts of Noteholders......................................... 62
SECTION 11.4     Notices, etc., to Indenture Trustee, Issuer and Rating
                 Agencies.................................................... 63
SECTION 11.5     Notices to Noteholders; Waiver.............................. 64

                                      iii



SECTION 11.6     Alternate Payment and Notice Provisions..................... 64
SECTION 11.7     Conflict with Trust Indenture Act........................... 64
SECTION 11.8     Effect of Headings and Table of Contents.................... 65
SECTION 11.9     Successors and Assigns...................................... 65
SECTION 11.10    Severability................................................ 65
SECTION 11.11    Benefits of Indenture....................................... 65
SECTION 11.12    Legal Holiday............................................... 65
SECTION 11.13    GOVERNING LAW............................................... 65
SECTION 11.14    Counterparts................................................ 65
SECTION 11.15    Recording of Indenture...................................... 65
SECTION 11.16    Trust Obligation............................................ 66
SECTION 11.17    No Petition................................................. 66
SECTION 11.18    Inspection.................................................. 66
SECTION 11.19    Certain Matters Regarding the Insurer....................... 66
SECTION 11.20    Third-Party Beneficiaries................................... 67

Exhibit A-1      Form of Class A-1 Note
Exhibit A-2      Form of Class A-2 Note
Exhibit A-3      Form of Class A-3 Note
Exhibit A-4      Form of Class A-4 Note
Exhibit B        Form of Opinion of Counsel

                                       iv



          INDENTURE, dated as of [__________], 20[__] (as amended, supplemented
or otherwise modified and in effect from time to time, this "Indenture"),
between CARMAX AUTO OWNER TRUST 20[__]-[__], a Delaware statutory trust (the
"Issuer"), and [____________________], a [____________________], not in its
individual capacity but solely as indenture trustee (in such capacity, the
"Indenture Trustee").

          Each party agrees as follows for the benefit of the other party and
for the equal and ratable benefit of the holders of the Issuer's [____]% Class
A-1 Asset-Backed Notes (the "Class A-1 Notes"), [____]% Class A-2 Asset-Backed
Notes (the "Class A-2 Notes"), [____]% Class A-3 Asset-Backed Notes (the "Class
A-3 Notes") and [____]% Class A-4 Asset-Backed Notes (the "Class A-4 Notes" and,
collectively with the Class A-1 Notes, the Class A-2 Notes and the Class A-3
Notes, the "Notes"):

                                 GRANTING CLAUSE

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

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

          The Indenture Trustee, as Indenture Trustee on behalf of the Holders
of the Notes, acknowledges such Grant, accepts the trusts under this Indenture
in accordance with the provisions of this Indenture and agrees to perform its
duties required in this Indenture to the best



of its ability to the end that the interests of the Holders of the Notes may be
adequately and effectively protected.

                                    ARTICLE I
                   DEFINITIONS AND INCORPORATION BY REFERENCE

          SECTION 1.1   Definitions.

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

          "Accrual Period" shall mean (i) in the case of the Class A-1 Notes,
each period from and including a Distribution Date to but excluding the
following Distribution Date (or, in the case of the initial Accrual Period, the
period from and including the Closing Date to but excluding the initial
Distribution Date) and (ii) in the case of the Class A-2 Notes, the Class A-3
Notes and the Class A-4 Notes, each period from and including the 15th day of a
month to but excluding the 15th day of the following month (or, in the case of
the initial Accrual Period, the period from and including the Closing Date to
but excluding [__________], 20[__]).

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

          "Administration Agreement" shall mean the Administration Agreement,
dated as of [__________], 20[__], among the Administrator, the Issuer and the
Indenture Trustee, as amended, supplemented or otherwise modified and in effect
from time to time.

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

          "Authenticating Agent" shall have the meaning specified in Section
2.14.

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

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

          "Business Day" shall mean any day other than a Saturday, a Sunday or a
day on which banking institutions or trust companies in New York, New York,
Wilmington, Delaware, [____________________], [____________________] or
Richmond, Virginia are authorized or obligated by law, executive order or
governmental decree to remain closed.

                                       2



          "CarMax" shall mean CarMax Auto Superstores, Inc., a Virginia
corporation, and its successors and assigns.

          "Certificate of Trust" shall have the meaning specified in the Trust
Agreement.

          "Class" shall mean a class of Notes, which may be the Class A-1 Notes,
the Class A-2 Notes, the Class A-3 Notes or the Class A-4 Notes.

          "Class A-1 Final Distribution Date" shall mean the [__________] 20[__]
Distribution Date.

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

          "Class A-1 Notes" shall mean the [____]% Class A-1 Asset-Backed Notes
issued by the Issuer pursuant to this Indenture in the initial aggregate
principal amount of $[_______________].

          "Class A-1 Rate" shall mean [____]% per annum.

          "Class A-2 Final Distribution Date" shall mean the [__________] 20[__]
Distribution Date.

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

          "Class A-2 Notes" shall mean the [____]% Class A-2 Asset-Backed Notes
issued by the Issuer pursuant to this Indenture in the initial aggregate
principal amount of $[_______________].

          "Class A-2 Rate" shall mean [____]% per annum.

          "Class A-3 Final Distribution Date" shall mean the [__________] 20[__]
Distribution Date.

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

          "Class A-3 Notes" shall mean the [____]% Class A-3 Asset-Backed Notes
issued by the Issuer pursuant to this Indenture in the initial aggregate
principal amount of $[_______________].

          "Class A-3 Rate" shall mean [____]% per annum.

          "Class A-4 Final Distribution Date" shall mean the [__________] 20[__]
Distribution Date.

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

                                       3



          "Class A-4 Notes" shall mean the [____]% Class A-4 Asset-Backed Notes
issued by the Issuer pursuant to this Indenture in the initial aggregate
principal amount of $[_______________].

          "Class A-4 Rate" shall mean [____]% per annum.

          "Class Final Distribution Date" shall mean all or any of the Class A-1
Final Distribution Date, the Class A-2 Final Distribution Date, the Class A-3
Final Distribution Date and the Class A-4 Final Distribution Date, as the
context requires.

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

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

          "Closing Date" shall mean [__________], 20[__].

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

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

          "Collection Period" shall mean each calendar month during the term of
this Agreement or, in the case of the initial Collection Period, the period from
but excluding the Cutoff Date to and including [__________], 20[__].

          "Commission" shall mean the Securities and Exchange Commission, and
its successors.

          "Corporate Trust Office" shall mean the principal office of the
Indenture Trustee at which at any particular time its corporate trust business
shall be administered, which office at date of execution of this Indenture is
located at [____________________], [____________________], Attention:
[____________________], or at such other address as the Indenture Trustee may
designate from time to time by written notice to the Noteholders and the Issuer,
or the principal corporate trust office of any successor Indenture Trustee at
the address designated by such successor Indenture Trustee by written notice to
the Noteholders and the Issuer.

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

          "Definitive Notes" shall have the meaning specified in Section 2.11.

          "Depositor" shall mean CarMax Auto Funding LLC, a Delaware limited
liability company, and its successors.

                                       4



          "Distribution Date" shall mean the 15th day of each month or, if such
15th day is not a Business Day, the following Business Day, commencing on
[__________], 20[__].

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

          "Excess Collections" shall have the meaning specified in Section
2.8(a)(xii).

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

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

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

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

          "Indemnification Agreement" shall mean the Indemnification Agreement,
dated as of [__________], 20[__], among the Insurer, CarMax, as seller, the
Depositor and the Underwriters (as defined therein), as amended, supplemented or
otherwise modified and in effect from time to time.

          "Indenture Trustee" shall mean [____________________], a
[____________________], not in its individual capacity but solely as Indenture
Trustee under this Indenture, and any successor Indenture Trustee under this
Indenture.

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

                                       5



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

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

          "Insurance Agreement" shall mean the Insurance and Reimbursement
Agreement, dated as of [__________], 20[__], among the Insurer, CarMax, in its
individual capacity and as seller and servicer, and the Depositor, as amended,
supplemented or otherwise modified and in effect from time to time.

          "Insurance Premium" shall have the meaning specified in the Premium
Side Letter Agreement.

          "Insurer" shall mean [____________________, a [____________________],
and its successors.

          "Insurer Default" shall mean a default by the Insurer under the Policy
(after giving effect to any applicable cure period) or the occurrence of an
Insolvency Event with respect to the Insurer.

          "Issuer" shall mean CarMax Auto Owner Trust 20[__]-[__] or any
successor to CarMax Auto Owner Trust 20[__]-[__] and, for purposes of any
provision contained herein and required by the TIA, each other obligor on the
Notes.

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

                                       6



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

          "Moody's" shall mean Moody's Investors Service, Inc., and its
successors.

          "Net Principal Policy Amount" shall mean, as of any date, the sum of
the Note Balance plus the Certificate Balance, in each case as of the Closing
Date, minus all amounts previously drawn on the Policy or withdrawn from the
Reserve Account with respect to Monthly Note Principal or Monthly Certificate
Principal.

          "Note Balance" shall mean, at any time, the aggregate principal amount
of all Notes Outstanding at such time.

          "Note Depository Agreement" shall mean the Letter of Representations
dated [__________], 20[__], among the Issuer, the Indenture Trustee and The
Depository Trust Company, as the initial Clearing Agency, relating to the Notes.

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

          "Note Rate" shall mean, in the case of the Class A-1 Notes, the Class
A-1 Rate, in the case of the Class A-2 Notes, the Class A-2 Rate, in the case of
the Class A-3 Notes, the Class A-3 Rate, and in the case of the Class A-4 Notes,
the Class A-4 Rate.

          "Note Register" shall have the meaning specified in Section 2.5.

          "Note Registrar" shall have the meaning specified in Section 2.5.

          "Noteholders" shall mean the Class A-1 Noteholders, the Class A-2
Noteholders, the Class A-3 Noteholders and the Class A-4 Noteholders.

          "Notes" shall mean the Class A-1 Notes, the Class A-2 Notes, the Class
A-3 Notes and the Class A-4 Notes.

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

          "Opinion of Counsel" shall mean one or more written opinions of
counsel who may, except as otherwise expressly provided in this Indenture, be an
employee of, or outside counsel to, the Issuer, the Depositor, the Seller or the
Servicer and who shall be acceptable to the Indenture Trustee, which opinion or
opinions shall be addressed to the Indenture Trustee as

                                       7



Indenture Trustee, shall comply with any applicable requirements of Section 11.1
and shall be in form and substance satisfactory to the Indenture Trustee.

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

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

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

               (iii)  Notes in exchange for or in lieu of which other Notes have
     been authenticated and delivered pursuant to this Indenture unless proof
     satisfactory to the Indenture Trustee is presented that any such Notes are
     held by a "protected purchaser" (as defined in the Relevant UCC);

provided, however, that in determining whether the Holders of the requisite
principal amount of the Notes Outstanding have given any request, demand,
authorization, direction, notice, consent or waiver hereunder or under any
Transaction Document, Notes owned by the Issuer, any other obligor upon the
Notes, the Depositor, the Seller, the Servicer or any Affiliate of any of the
foregoing Persons shall be disregarded and deemed not to be Outstanding, except
that, in determining whether the Indenture Trustee shall be protected in relying
on any such request, demand, authorization, direction, notice, consent or
waiver, only Notes that a Responsible Officer knows to be so owned shall be so
disregarded. Notes so owned that have been pledged in good faith may be regarded
as Outstanding if the pledgee establishes to the satisfaction of the Indenture
Trustee the pledgee's right so to act with respect to such Notes and that the
pledgee is not the Issuer, any other obligor upon the Notes, the Depositor, the
Seller, the Servicer or any Affiliate of any of the foregoing Persons.

          "Owner Trustee" shall mean [____________________], a
[____________________], not in its individual capacity but solely as Owner
Trustee under the Trust Agreement, and any successor Owner Trustee under the
Trust Agreement.

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

          "Policy" shall mean the Financial Guaranty Insurance Policy, dated
[__________], 20[__], issued by the Insurer for the benefit of the Indenture
Trustee, on behalf of the Noteholders and the Certificateholders, and having a
maximum amount available to be drawn with respect to any Distribution Date equal
to the Policy Amount for such Distribution Date.

                                       8



          "Policy Amount" shall mean, for any Distribution Date:

               (x)    the sum of (A) the lesser of (i) the sum of the Note
     Balance plus the Certificate Balance, in each case as of such Distribution
     Date (after giving effect to any distribution of Available Collections and
     any funds withdrawn from the Reserve Account to pay principal to the
     Noteholders or the Certificateholders with respect to such Distribution
     Date) and (ii) the Net Principal Policy Amount as of such Distribution Date
     (after giving effect to any funds withdrawn from the Reserve Account to pay
     principal to the Noteholders or the Certificateholders with respect to such
     Distribution Date) plus (B) the Total Servicing Fee for the preceding
     Collection Period plus (C) the Total Note Interest for such Distribution
     Date plus (D) the Total Certificate Interest for such Distribution Date;

               minus:

               (y)    the amount on deposit in and available for withdrawal from
     the Reserve Account on such Distribution Date (after giving effect to any
     funds withdrawn from the Reserve Account to pay principal to the
     Noteholders or the Certificateholders with respect to such Distribution
     Date).

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

          "Premium Side Letter Agreement" shall have the meaning specified in
the Insurance Agreement.

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

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

          "Rating Agency Condition" shall mean, with respect to any action, that
each Rating Agency shall have been given prior notice of such action and (i)
shall have notified the Owner Trustee, the Indenture Trustee and the Insurer in
writing that such action shall not result in a reduction or withdrawal of the
then-current rating assigned by such Rating Agency to any Class of Notes or the
Certificates and (ii) shall have confirmed to the Insurer that such action will
not result in a withdrawal or reduction below investment grade of the then
current shadow rating assigned by such Rating Agency to any Class of Notes or
the Certificates, in each case without giving effect to the benefit of the
Policy.

                                       9



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

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

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

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

          "Sale and Servicing Agreement" shall mean the Sale and Servicing
Agreement, dated as of [__________], 20[__], by and among the Issuer, the
Depositor and the Servicer, as amended, supplemented or otherwise modified and
in effect from time to time.

          "Seller" shall mean CarMax, in its capacity as seller of the
Receivables under the Receivables Purchase Agreement, and its successors in such
capacity.

          "Servicer" shall mean CarMax, in its capacity as servicer of the
Receivables under the Sale and Servicing Agreement, and its successors in such
capacity.

          "Standard & Poor's" shall mean Standard & Poor's Ratings Services, a
division of The McGraw-Hill Companies, Inc., and its successors.

          "State" shall mean any of the 50 states of the United States of
America or the District of Columbia.

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

          "Transaction Documents" shall mean the Receivables Purchase Agreement,
the Trust Agreement, the Sale and Servicing Agreement, the Certificate of Trust,
this Indenture, the Administration Agreement, the Note Depository Agreement, the
Certificate Depository Agreement, the Insurance Agreement, the Indemnification
Agreement and the other documents and certificates delivered in connection
therewith, in each case as amended, supplemented or otherwise modified and in
effect from time to time.

                                       10



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

          "Trust Agreement" shall mean the Amended and Restated Trust Agreement,
dated as of [__________], 20[__], between the Depositor and the Owner Trustee,
as amended, supplemented or otherwise modified and in effect from time to time.

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

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

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

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

          SECTION 1.2   Incorporation by Reference of Trust Indenture Act .
Whenever this Indenture refers to a provision of the TIA, that provision is
incorporated by reference in and made a part of this Indenture. The following
TIA terms used in this Indenture have the following meanings:

          "Indenture securities" shall mean the Notes.

          "Indenture security holder" shall mean a Noteholder.

          "Indenture to be qualified" shall mean this Indenture.

          "Indenture trustee" or "Institutional trustee" shall mean the
Indenture Trustee.

          "Obligor on the indenture securities" shall mean the Issuer and any
other obligor on the Notes.

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

          SECTION 1.3   Rules of Construction. Unless the context otherwise
requires:

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

                                       11



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

               (iii)  "or" is not exclusive;

               (iv)   "including" means including without limitation;

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

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

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

                                   ARTICLE II
                                    THE NOTES

          SECTION 2.1   Form .

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

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

          (c)  Each Note shall be dated the date of its authentication. The
terms of the Notes set forth in Exhibits A-1 through A-4 are part of the terms
of this Indenture and are incorporated herein by reference.

                                       12



          SECTION 2.2   Execution, Authentication and Delivery.

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

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

          (c)  The Indenture Trustee shall, upon Issuer Order, authenticate and
deliver the Class A-1 Notes for original issue in an aggregate principal amount
of $[_______________], the Class A-2 Notes for original issue in an aggregate
principal amount of $[_______________], the Class A-3 Notes for original issue
in an aggregate principal amount of $[_______________] and the Class A-4 Notes
for original issue in an aggregate principal amount of $[_______________]. The
aggregate principal amounts of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes
and Class A-4 Notes outstanding at any time may not exceed those respective
amounts except as provided in Section 2.6.

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

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

          SECTION 2.3   Temporary Notes.

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

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

                                       13



          SECTION 2.4   Tax Treatment. The Issuer has entered into this
Indenture, and the Notes shall be issued, with the intention that, for federal,
state and local income and franchise tax purposes, the Notes shall qualify as
indebtedness of the Issuer secured by the Trust Estate. The Issuer, by entering
into this Indenture, and each Noteholder, by its acceptance of a Note (and each
Note Owner by its acceptance of an interest in the applicable Book-Entry Note),
agree to treat the Notes as indebtedness of the Issuer for federal, state and
local income and franchise tax purposes.

          SECTION 2.5   Registration; Registration of Transfer and Exchange.

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

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

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

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

                                       14



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

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

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

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

          SECTION 2.6   Mutilated, Destroyed, Lost or Stolen Notes.

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

                                       15



shall be entitled to recover upon the security or indemnity provided therefor to
the extent of any loss, damage, cost or expense incurred by the Issuer or the
Indenture Trustee in connection therewith.

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

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

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

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

          SECTION 2.8   Payments.

          (a)  On each Distribution Date, upon receipt of written instructions
from the Servicer pursuant to Section 4.6(d) of the Sale and Servicing
Agreement, the Indenture Trustee shall apply the Available Funds for such
Distribution Date to make the following payments and deposits in the following
order of priority:

               (i)    to the Servicer, the Total Servicing Fee for the preceding
     Collection Period;

               (ii)   to the Note Payment Account, the Total Note Interest for
     such Distribution Date;

               (iii)  if the Notes have not been declared immediately due and
     payable following an Event of Default, to the Certificate Payment Account,
     the Total Certificate Interest for such Distribution Date (which payment
     shall be made no later than 12:00 p.m., New York City time, on such
     Distribution Date);

                                       16



               (iv)   to the Note Payment Account, the Monthly Note Principal
     for such Distribution Date;

               (v)    if the Notes have been declared immediately due and
     payable following an Event of Default, to the Certificate Payment Account,
     the Total Certificate Interest for such Distribution Date (which payment
     shall be made no later than 12:00 p.m., New York City time, on such
     Distribution Date);

               (vi)   to the Certificate Payment Account, the Monthly
     Certificate Principal for such Distribution Date (which payment shall be
     made no later than 12:00 p.m., New York City time, on such Distribution
     Date);

               (vii)  to the Insurer, the Insurance Premium for such
     Distribution Date plus any overdue Insurance Premiums for previous
     Distribution Dates;

               (viii) to the Insurer, the aggregate amount of any unreimbursed
     payments under the Policy, including any amount deposited by the Insurer
     pursuant to Section 5.2(d) or (e) to the extent payable to the Insurer
     under the Insurance Agreement plus accrued interest on any unreimbursed
     payments under the Policy, including any amount deposited by the Insurer
     pursuant to Section 5.2(d) or (e) at the rate provided in the Insurance
     Agreement plus any other amounts due the Insurer under the Insurance
     Agreement plus any unreimbursed Insurer Defense Costs;

               (ix)   if the Notes have been declared immediately due and
     payable following an Event of Default, to the Note Payment Account, an
     amount equal to the Note Balance as of such Distribution Date (before
     giving effect to the application of the amount on deposit in the Collection
     Account on such Distribution Date) minus the Monthly Note Principal for
     such Distribution Date;

               (x)    if a Successor Servicer has been appointed pursuant to
     Section 8.2 of the Sale and Servicing Agreement, to such Successor
     Servicer, any Transition Costs due in connection with such transfer of
     servicing and not paid pursuant to Section 8.1(a) of the Sale and Servicing
     Agreement plus the Additional Servicing Fee, if any, for the preceding
     Collection Period;

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

               (xii)  to the Seller, as holder of the Residual Interest, any
     remaining Available Funds (the "Excess Collections").

          (b)  The principal of each Note shall be payable in installments on
each Distribution Date in an aggregate amount (unless the Notes have been
declared immediately due and payable following an Event of Default) for all
Classes of Notes equal to the Monthly Note Principal for such Distribution Date.
On each Distribution Date (unless the Notes have been declared immediately due
and payable following an Event of Default), upon receipt of instructions from
the Servicer pursuant to Section 4.6(d) of the Sale and Servicing Agreement, the
Indenture Trustee shall apply or cause to be applied the amount on deposit in
the Note

                                       17



Payment Account on such Distribution Date to make the following payments in the
following order of priority:

               (i)    to the Holders of each Class of Notes, the portion of the
     Total Note Interest payable to such Class for such Distribution Date;

               (ii)   to the Class A-1 Noteholders, the Monthly Note Principal
     for such Distribution Date until the principal amount of the Class A-1
     Notes has been paid in full;

               (iii)  following payment in full of the Class A-1 Notes, to the
     Class A-2 Noteholders, the Monthly Note Principal for such Distribution
     Date until the principal amount of the Class A-2 Notes has been paid in
     full;

               (iv)   following payment in full of the Class A-2 Notes, to the
     Class A-3 Noteholders, the Monthly Note Principal for such Distribution
     Date until the principal amount of the Class A-3 Notes has been paid in
     full; and

               (v)    following payment in full of the Class A-3 Notes, to the
     Class A-4 Noteholders, the Monthly Note Principal for such Distribution
     Date until the principal amount of the Class A-4 Notes has been paid in
     full.

          If the amount on deposit in the Note Payment Account (including any
portion of the Reserve Account Draw Amount or the Policy Claim Amount included
in such amount) on any Distribution Date is less than the amount described in
clause (i) above for such Distribution Date, the Indenture Trustee shall pay the
available amount to the Holders of each Class of Notes pro rata based on the
Total Note Interest payable to such Class on such Distribution Date. If the
amount available to pay principal of the Notes on any Distribution Date is less
than the Monthly Note Principal for such Distribution Date, the Indenture
Trustee shall pay the available amount to the Holders of each Class of Notes pro
rata based on the outstanding principal amount of such Class as of such
Distribution Date.

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

          (d)  The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and
the Class A-4 Notes shall accrue interest during each Accrual Period at the
Class A-1 Rate, the Class A-2 Rate, the Class A-3 Rate and the Class A-4 Rate,
respectively, and such interest shall be due and payable on each Distribution
Date. Interest on the Class A-1 Notes shall be calculated on the basis of the
actual number of days elapsed and a 360-day year. Interest on the Class A-2
Notes, the Class A-3 Notes and the Class A-4 Notes shall be calculated on the
basis of a 360-day year of twelve 30-day months. Subject to Section 3.1, any
installment of interest or principal, if any, payable on any Note that is
punctually paid or duly provided for on the applicable Distribution Date shall
be paid to the Person in whose name such Note (or one or more Predecessor Notes)
is

                                       18



registered on the related Record Date by check mailed first-class postage
prepaid to such Person's address as it appears on the Note Register on such
Record Date; provided, however, that, unless Definitive Notes have been issued
pursuant to Section 2.13, with respect to Notes registered on the Record Date in
the name of the nominee of the Clearing Agency (initially, such nominee to be
Cede & Co.), payment shall be made by wire transfer in immediately available
funds to the account designated by such nominee, and except for the final
installment of principal payable with respect to such Note on a Distribution
Date or on the related Class Final Distribution Date (and except for the
Redemption Price for any Note called for redemption in whole pursuant to Section
10.1(a) or (b)), which shall be payable as provided below. The funds represented
by any such checks returned undelivered shall be held in accordance with Section
3.3. The Indenture Trustee shall pay all Total Note Interest for any
Distribution Date to the Holders of the Notes on the related Record Date even if
a portion of such Total Note Interest relates to an earlier Distribution Date.

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

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

               (i)    to the Holders of each Class of Notes, the portion of the
     Total Note Interest payable to such Class for such Distribution Date; and

               (ii)   to the Holders of each Class of Notes, the amount
     remaining on deposit in the Note Payment Account on such Distribution Date
     pro rata based on the outstanding principal amount of such Class as of such
     Distribution Date.

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

          (g)  The Indenture Trustee shall transfer amounts from the Reserve
Account, deposit amounts transferred from the Reserve Account, submit claims
under the Policy and

                                       19



deposit amounts drawn under the Policy, in each case at the written direction of
the Servicer and on behalf of the Noteholders and the Certificateholders, in
accordance with the Sale and Servicing Agreement.

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

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

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

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

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

                                       20



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

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

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

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

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

                                       21



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

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

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

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

                                   ARTICLE III
                                    COVENANTS

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

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

                                       22



          SECTION 3.3   Money for Payments To Be Held in Trust.

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

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

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

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

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

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

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

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

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

                                       23



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

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

          SECTION 3.5   Protection of Trust Estate. The Issuer shall from time
to time authorize, execute and deliver all such supplements and amendments
hereto and all such financing statements, continuation statements, instruments
of further assurance and other instruments, and shall take such other action,
necessary or advisable to:

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

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

               (iii)  enforce any of the Collateral; or

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

                                       24



The Issuer hereby authorizes the Indenture Trustee to file any financing
statement or continuation statement required pursuant to this Section 3.5 and
designates the Indenture Trustee as its agent and attorney-in-fact to execute
any other instrument required to be executed pursuant to this Section 3.5.

          SECTION 3.6   Opinions as to Trust Estate.

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

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

          SECTION 3.7   Performance of Obligations; Servicing of Receivables.

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

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

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

          (d)  If the Issuer shall have knowledge of the occurrence of an Event
of Servicing Termination, the Issuer shall promptly notify the Depositor, the
Indenture Trustee, the

                                       25



Insurer and the Rating Agencies in writing of such event and shall specify in
such notice the action, if any, the Issuer is taking in respect of such default.
If an Event of Servicing Termination shall arise from the failure of the
Servicer to perform any of its duties or obligations under the Sale and
Servicing Agreement with respect to the Receivables, the Issuer shall take all
reasonable steps available to it to remedy such failure.

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

                                       26



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

          (g)  The Issuer shall not waive timely performance by the Depositor,
the Seller or the Servicer of their respective obligations under the Transaction
Documents without the prior written consent of the Insurer (if no Insurer
Default shall have occurred and be continuing) or if such waiver would
reasonably be expected to materially adversely affect the interests of the
Noteholders or the Insurer.

          SECTION 3.8   Negative Covenants. If any Notes are Outstanding, the
Issuer shall not:

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

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

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

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

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

                                       27



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

          SECTION 3.9   Annual Statement as to Compliance. On or before May 31
of each year (commencing with the year 20[__]), the Issuer shall deliver to the
Depositor, the Indenture Trustee and the Insurer an Officer's Certificate
stating, as to the Authorized Officer signing such Officer's Certificate, that:

               (i)    a review of the activities of the Issuer during the
     preceding Trust Fiscal Year (or, in the case of the Officer's Certificate
     to be delivered in the year 20[__], during the period beginning on the
     Closing Date and ending on February 28, 20[__]) and of its performance
     under this Indenture has been made under such Authorized Officer's
     supervision; and

               (ii)   to the best of such Authorized Officer's knowledge, based
     on such review, the Issuer has complied with all conditions and covenants
     under this Indenture throughout such preceding Trust Fiscal Year (or, in
     the case of the Officer's Certificate to be delivered in the year 20[__],
     during the period beginning on the Closing Date and ending on February 28,
     20[__]) or, if there has been a default in its compliance with any such
     condition or covenant, specifying each such default known to such
     Authorized Officer and the nature and status thereof.

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

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

               (i)    the Person formed by or surviving such consolidation or
     merger (if other than the Issuer) shall be a Person organized and existing
     under the laws of the United States of America or any State and shall
     expressly assume, by an indenture supplemental hereto, executed and
     delivered to the Indenture Trustee, in form satisfactory to the Depositor,
     the Indenture Trustee and the Insurer (if no Insurer Default shall have
     occurred and be continuing), the due and punctual payment of the principal
     of and interest on all Notes and the performance or observance of every
     agreement and covenant of this Indenture on the part of the Issuer to be
     performed or observed, all as provided herein;

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

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

               (iv)   the Issuer shall have received an Opinion of Counsel (and
     shall have delivered copies thereof to the Indenture Trustee) to the effect
     that such transaction will

                                       28



     not have any material adverse tax consequence to the Issuer, any Noteholder
     or any Certificateholder;

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

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

               (vii)  if no Insurer Default shall have occurred and be
     continuing, the Issuer shall have given the Insurer written notice of such
     consolidation or merger at least twenty (20) Business Days prior to the
     consummation of such consolidation or merger and shall have received the
     prior written approval of the Insurer of such consolidation or merger and
     the Issuer or the Person (if other than the Issuer) formed by or surviving
     such consolidation or merger has a net worth, immediately after such
     consolidation or merger, that is (A) greater than zero and (B) not less
     than the net worth of the Issuer immediately prior to giving effect to such
     consolidation or merger.

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

               (i)    the Person that acquires by conveyance or transfer the
     properties or assets of the Issuer the conveyance or transfer of which is
     hereby restricted (A) shall be a United States citizen or a Person
     organized and existing under the laws of the United States of America or
     any State, (B) shall expressly assume, by an indenture supplemental hereto,
     executed and delivered to the Indenture Trustee, in form satisfactory to
     the Indenture Trustee and the Insurer (if no Insurer Default shall have
     occurred and be continuing), the due and punctual payment of the principal
     of and interest on all Notes and the performance or observance of every
     agreement and covenant of this Indenture on the part of the Issuer to be
     performed or observed, all as provided herein, (C) shall expressly agree by
     means of such supplemental indenture that all right, title and interest so
     conveyed or transferred shall be subject and subordinate to the rights of
     the Holders of the Notes, (D) unless otherwise provided in such
     supplemental indenture, shall expressly agree to indemnify, defend and hold
     harmless the Issuer against and from any loss, liability or expense arising
     under or related to this Indenture and the Notes and (E) shall expressly
     agree by means of such supplemental indenture that such Person (or if a
     group of Persons, then one specified Person) shall make all filings with
     the Commission (and any other appropriate Person) required by the Exchange
     Act in connection with the Notes;

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

                                       29



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

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

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

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

               (vii)  if no Insurer Default shall have occurred and be
     continuing, the Issuer shall have given the Insurer written notice of such
     transaction at least twenty (20) Business Days prior to the consummation of
     such transaction and shall have received the prior written approval of the
     Insurer of such transaction and the Person that acquires by conveyance or
     transfer the properties or assets of the Issuer has a net worth,
     immediately after such transaction, that is (A) greater than zero and (B)
     not less than the net worth of the Issuer immediately prior to giving
     effect to such transaction.

          SECTION 3.11  Successor or Transferee.

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

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

          SECTION 3.12  No Other Business. The Issuer shall not engage in any
business other than financing, acquiring, owning and pledging the Receivables in
the manner contemplated by this Indenture and the other Transaction Documents
and activities incidental thereto.

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

                                       30



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

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

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

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

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

          SECTION 3.19  Removal of Administrator. For so long as any Notes are
Outstanding, the Issuer shall not remove the Administrator without cause unless
the Rating Agency Condition shall have been satisfied with respect to such
removal and, unless an Insurer Default shall have occurred and be continuing,
the Insurer shall have consented to such removal.

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

                                       31



                                   ARTICLE IV
                           SATISFACTION AND DISCHARGE

          SECTION 4.1   Satisfaction and Discharge of Indenture. This Indenture
shall cease to be of further effect with respect to the Notes, except as to (i)
rights of registration of transfer and exchange, (ii) substitution of mutilated,
destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments
of principal thereof and interest thereon, (iv) Sections 3.3, 3.4, 3.5, 3.8,
3.10, 3.12, 3.13, 3.16 and 3.17, (v) the rights, obligations and immunities of
the Indenture Trustee hereunder (including the rights of the Indenture Trustee
under Section 6.7 and the obligations of the Indenture Trustee under Section
4.3) and (vi) the rights of Noteholders as beneficiaries hereof with respect to
the property so deposited with the Indenture Trustee payable to all or any of
them, and the Indenture Trustee, on demand of and at the expense of the Issuer,
shall execute proper instruments acknowledging satisfaction and discharge of
this Indenture with respect to the Notes, when:

          (A)  the Policy has been terminated in accordance with its terms and
returned to the Insurer for cancellation;

          (B)  either

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

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

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

          (D)  the Issuer has delivered to the Depositor, the Indenture Trustee
and the Insurer an Officer's Certificate, an Opinion of Counsel and (if required
by the TIA or the Indenture Trustee) an Independent Certificate from a firm of
certified public accountants, each meeting the applicable requirements of
Section 11.1(a) and, subject to Section 11.2, each stating that all conditions
precedent provided for in this Indenture relating to the satisfaction and
discharge of this Indenture have been complied with; and

          (E)  the Issuer has delivered to the Depositor, the Indenture Trustee
and the Insurer an Opinion of Counsel to the effect that the satisfaction and
discharge of this Indenture

                                       32



pursuant to this Section 4.1 will not cause any Noteholder to be treated as
having sold or exchanged any of its Notes for purposes of Section 1001 of the
Code.

          SECTION 4.2   Satisfaction, Discharge and Defeasance of the Notes.

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

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

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

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

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

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

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

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

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

               (iv)   the Issuer has delivered to the Depositor, the Indenture
     Trustee and the Insurer an Opinion of Counsel to the effect that the
     satisfaction, discharge and defeasance

                                       33



     of the Notes pursuant to this Section 4.2 will not cause any Noteholder to
     be treated as having sold or exchanged any of its Notes for purposes of
     Section 1001 of the Code; and

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

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

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

                                    ARTICLE V
                                    REMEDIES

          SECTION 5.1   Events of Default. "Event of Default" means the
occurrence of any one of the following events (whatever the reason for such
event and whether such event shall be voluntary or involuntary or be effected by
operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body):

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

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

               (iii)  default in the observance or performance of any material
     covenant or agreement of the Issuer made in this Indenture (other than a
     covenant or agreement a default in the observance or performance of which
     is specifically dealt with elsewhere in this Section 5.1), and such default
     shall continue or not be cured for a period of sixty (60) days after there
     shall have been given, by registered or certified mail, to the Issuer by
     the Depositor, the Indenture Trustee or the Insurer or to the Issuer, the
     Depositor, the Indenture Trustee and the Insurer by the Holders of Notes
     evidencing not less than 25%

                                       34



     of the Note Balance, a written notice specifying such default and requiring
     it to be remedied and stating that such notice is a notice of Default
     hereunder;

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

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

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

               (vii)  the submission of a claim under the Policy;

provided, however, that unless an Insurer Default shall have occurred and be
continuing, none of the Depositor, the Indenture Trustee or the Noteholders may
declare an Event of Default. If no Insurer Default shall have occurred and be
continuing, an Event of Default shall occur only upon delivery by the Insurer to
the Depositor and the Indenture Trustee of notice of the occurrence of such
Event of Default.

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

                                       35



          SECTION 5.2   Acceleration of Maturity; Rescission and Annulment.

          (a)  If an Event of Default shall have occurred and be continuing and
no Insurer Default shall have occurred and be continuing, the Insurer shall have
the right, but not the obligation, upon prior written notice to each Rating
Agency, to declare the Notes to be immediately due and payable by written notice
to the Issuer, the Depositor, the Servicer and the Indenture Trustee, and upon
any such declaration the unpaid principal amount of the Notes, together with
accrued and unpaid interest thereon through the date of acceleration, shall
become immediately due and payable. The Indenture Trustee shall have no
discretion with respect to the acceleration of the Notes under the foregoing
circumstances. In the event of any such acceleration of the Notes, the Indenture
Trustee shall continue to submit claims under the Policy with respect to the
Notes and the Certificates.

          (b)  If an Event of Default shall have occurred and be continuing and
an Insurer Default shall have occurred and be continuing, the Indenture Trustee
or the Holders of Notes evidencing not less than 66 2/3% of the Note Balance
may, upon prior written notice to each Rating Agency, declare the Notes to be
immediately due and payable by written notice to the Issuer (and to the
Indenture Trustee if given by Noteholders), the Depositor and the Servicer, and
upon any such declaration the unpaid principal amount of the Notes, together
with accrued and unpaid interest thereon through the date of acceleration, shall
become immediately due and payable.

          (c)  If the Notes have been declared immediately due and payable
following an Event of Default, before a judgment or decree for payment of the
amount due has been obtained by the Indenture Trustee as hereinafter provided in
this Article V, the Holders of Notes evidencing not less than 66 2/3% of the
Note Balance, by written notice to the Issuer, the Depositor and the Indenture
Trustee, may rescind and annul such declaration of acceleration and its
consequences if:

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

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

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

          (d)  If an Event of Default shall have occurred and be continuing and
no Insurer Default shall have occurred and be continuing, the Insurer may elect
to prepay all or any portion of the Note Balance on any Distribution Date by
depositing the principal amount to be prepaid, plus accrued but unpaid interest
thereon to such Distribution Date, in the Collection Account in immediately
available funds no later than 5:00 p.m., New York City time, on the Business Day
preceding such Distribution Date; provided, however, that the Insurer shall
fulfill its obligations under the Policy.

                                       36



          (e)  If an Event of Default shall have occurred and be continuing, no
Insurer Default shall have occurred and be continuing and the Note Balance shall
have been paid in full, the Insurer may elect to prepay all or any portion of
the Certificate Balance on any Distribution Date by depositing the principal
amount to be prepaid, plus accrued but unpaid interest thereon to such
Distribution Date, in the Collection Account in immediately available funds no
later than 5:00 p.m., New York City time, on the Business Day preceding such
Distribution Date; provided, however, that the Insurer shall fulfill its
obligations under the Policy.

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

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

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

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

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

                                       37



therein expressed or by declaration or otherwise and irrespective of whether the
Indenture Trustee shall have made any demand pursuant to the provisions of this
Section 5.3, shall be entitled and empowered, by intervention in such
Proceedings or otherwise:

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

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

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

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

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

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

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

                                       38



and their respective agents and attorneys, shall be for the ratable benefit of
the Holders of the Notes.

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

          SECTION 5.4   Remedies.

          (a)  If the Notes have been declared immediately due and payable
following an Event of Default, the Indenture Trustee shall, at the written
direction of the Insurer (if no Insurer Default shall have occurred and be
continuing) or at the written direction of the Holders of Notes evidencing not
less than 66 2/3% of the Note Balance (if an Insurer Default shall have occurred
and be continuing), take one or more of the following actions as so directed
(subject to Section 5.5):

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

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

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

               (iv)   sell the Trust Estate or any portion thereof or rights or
     interest therein at one or more public or private sales called and
     conducted in any manner permitted by law;

provided, however, that the Indenture Trustee may not sell or otherwise
liquidate the Trust Estate at the direction of the Insurer following an Event of
Default, other than an Event of Default described in Section 5.1(v), (vi) or
(vii), unless the proceeds of such sale or liquidation will be sufficient to pay
in full the Note Balance and all accrued but unpaid interest on the Outstanding
Notes; and, provided further, that the Indenture Trustee may not sell or
otherwise liquidate the Trust Estate at the direction of the Holders following
an Event of Default, other than an Event of Default described in Section 5.1(i)
or (ii), unless (A) the Holders of 100% of the Note Balance consent thereto, (B)
the proceeds of such sale or liquidation will be sufficient to pay in full the
Note Balance and all accrued but unpaid interest on the Outstanding Notes and
all amounts due to the Insurer under the Insurance Agreement or (C) the
Indenture Trustee determines that the Trust Estate will not continue to provide
sufficient funds for the payment of principal of and interest on the Notes as
they would have become due if the Notes had not been declared immediately due
and payable, and the Indenture Trustee obtains the consent of the Holders of
Notes evidencing not less than 66 2/3% of the Note Balance. In determining such
sufficiency or

                                       39



insufficiency with respect to clauses (B) and (C) above, the Indenture Trustee
may, but need not, obtain and rely upon an opinion of an Independent investment
banking or accounting firm of national reputation as to the feasibility of such
proposed action and as to the sufficiency of the Trust Estate for such purpose.

          (b)  If the Indenture Trustee collects any money or property pursuant
to this Section 5.4, it shall pay out such money or property in the following
order of priority:

               (i)    to the Indenture Trustee, all amounts due to the Indenture
     Trustee as compensation pursuant to Section 6.7;

               (ii)   to the Servicer, all amounts due to the Servicer as
     compensation pursuant to Section 3.8 of the Sale and Servicing Agreement;

               (iii)  to the Noteholders, all accrued but unpaid interest on the
     Notes;

               (iv)   to the Noteholders, the Note Balance;

               (v)    to the Certificateholders, all accrued but unpaid interest
     on the Certificates;

               (vi)   to the Certificateholders, the outstanding principal
     balance of the Certificates;

               (vii)  to the Insurer, all overdue Insurance Premiums;

               (viii) to the Insurer, the aggregate amount of any unreimbursed
     payments under the Policy, including any amount deposited by the Insurer
     pursuant to Section 5.2(d) or (e), to the extent payable to the Insurer
     under the Insurance Agreement plus accrued interest on any unreimbursed
     payments under the Policy, including any amount deposited by the Insurer
     pursuant to Section 5.2(d) or (e), at the rate provided in the Insurance
     Agreement plus any other amounts due the Insurer under the Insurance
     Agreement plus any unreimbursed Insurer Defense Costs;

               (ix)   if a Successor Servicer has been appointed pursuant to
     Section 8.2 of the Sale and Servicing Agreement, to such Successor
     Servicer, any unpaid Transition Costs due in connection with such transfer
     of servicing plus any Additional Servicing Fee due to such Successor
     Servicer; and

               (x)    to the Seller, as holder of the Residual Interest, any
     remaining money or property.

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

                                       40



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

          SECTION 5.6   Limitation of Suits. No Holder of any Note shall have
any right to institute any Proceeding with respect to this Indenture or for the
appointment of a receiver or trustee, or for any other remedy hereunder, unless:

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

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

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

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

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

               (vi)   an Insurer Default has occurred and is continuing.

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

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

                                       41



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

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

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

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

          SECTION 5.11  Control by Noteholders. The Holders of Notes evidencing
not less than 51% of the Note Balance shall have the right to direct the time,
method and place of conducting any Proceeding for any remedy available to the
Indenture Trustee with respect to the Notes or exercising any trust or power
conferred on the Indenture Trustee; provided, however, that:

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

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

                                       42



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

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

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

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

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

                                       43



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

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

          SECTION 5.16  Performance and Enforcement of Certain Obligations.

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

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

          (c)  Promptly following a request from the Indenture Trustee to do so
and at the Administrator's expense, the Issuer agrees to take all such lawful
action as the Indenture Trustee may request to compel or secure the performance
and observance by the Seller of its

                                       44



obligations to the Depositor under or in connection with the Receivables
Purchase Agreement in accordance with the terms thereof, and to exercise any and
all rights, remedies, powers and privileges lawfully available to the Issuer
under or in connection with the Receivables Purchase Agreement to the extent and
in the manner directed by the Indenture Trustee, including the transmission of
notices of default on the part of the Depositor thereunder and the institution
of legal or administrative actions or proceedings to compel or secure
performance by the Seller of its obligations under the Receivables Purchase
Agreement.

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

                                   ARTICLE VI
                              THE INDENTURE TRUSTEE

          SECTION 6.1   Duties of Indenture Trustee.

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

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

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

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

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

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

                                       45



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

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

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

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

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

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

          (h)  The Indenture Trustee shall not be charged with knowledge of any
Event of Default unless either (1) a Responsible Officer shall have actual
knowledge of such Event of Default or (2) written notice of such Event of
Default shall have been given to the Indenture Trustee in accordance with the
provisions of this Indenture.

          SECTION 6.2   Rights of Indenture Trustee.

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

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

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

                                       46



          (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 Insurer or any of the Noteholders pursuant to this Indenture,
unless the Insurer or such Noteholders shall have offered to the Indenture
Trustee security or indemnity satisfactory to it against the costs, expenses and
liabilities which might be incurred by it in compliance with such request or
direction.

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

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

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

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

                                       47



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

          SECTION 6.7   Compensation and Indemnity.

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

          (b)  The payment obligations to the Indenture Trustee pursuant to this
Section 6.7 shall survive the resignation or removal of the Indenture Trustee
and the discharge of this Indenture. When the Indenture Trustee incurs fees or
expenses after the occurrence of a Default specified in Section 5.1(v) or (vi)
with respect to the Issuer, such fees and expenses are intended to constitute
expenses of administration under Title 11 of the United States Code or any other
applicable federal or state bankruptcy, insolvency or similar law.

          SECTION 6.8   Replacement of Indenture Trustee.

          (a)  No resignation or removal of the Indenture Trustee, and no
appointment of a successor Indenture Trustee, shall become effective until the
acceptance of appointment by the successor Indenture Trustee pursuant to this
Section 6.8. The Indenture Trustee may resign at any time by so notifying the
Issuer, the Depositor, the Noteholders and the Insurer. The Insurer (if no
Insurer Default shall have occurred and be continuing) or the Holders of Notes
evidencing not less than 51% of the Note Balance, with the consent of the
Insurer (if no Insurer Default shall have occurred and be continuing), may
remove the Indenture Trustee without cause by notifying

                                       48



the Indenture Trustee (with a copy to the Issuer, the Depositor, the Insurer and
the Rating Agencies) of such removal and, following such removal, may appoint a
successor Indenture Trustee. The Issuer shall remove the Indenture Trustee if:

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

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

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

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

          If the Indenture Trustee resigns or is removed or if a vacancy exists
in the office of Indenture Trustee for any reason (the Indenture Trustee in such
event being referred to herein as the retiring Indenture Trustee), the
Administrator, with the consent of the Insurer (if no Insurer Default shall have
occurred and be continuing), shall promptly appoint a successor Indenture
Trustee.

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

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

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

          SECTION 6.9   Successor Indenture Trustee by Merger.

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

                                       49



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

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

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

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

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

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

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

                                       50



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

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

          SECTION 6.11  Eligibility; Disqualification. The Indenture Trustee
shall at all times satisfy the requirements of TIA Section 310(a). The Indenture
Trustee or its parent shall have a combined capital and surplus of at least
$50,000,000 as set forth in its most recent published annual report of condition
and shall have a long-term debt rating of investment grade by each of the Rating
Agencies or shall otherwise be acceptable to each of the Rating Agencies. The
Indenture Trustee shall comply with TIA Section 310(b).

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

                                   ARTICLE VII
                         NOTEHOLDERS' LISTS AND REPORTS

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

          SECTION 7.2   Preservation of Information; Communications to
Noteholders.

          (a)  The Indenture Trustee shall preserve, in as current a form as is
reasonably practicable, the names and addresses of the Holders of Notes
contained in the most recent list

                                       51



furnished to the Indenture Trustee as provided in Section 7.1 and the names and
addresses of the Holders of Notes received by the Indenture Trustee in its
capacity as Note Registrar. The Indenture Trustee may destroy any list furnished
to it as provided in Section 7.1 upon receipt of a new list so furnished.

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

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

          SECTION 7.3   Reports by Issuer.

          (a)  The Issuer shall:

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

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

               (iii)  supply to the Indenture Trustee (and the Indenture Trustee
     shall transmit by mail to all Noteholders described in TIA Section 313(c))
     such summaries of any information, documents and reports required to be
     filed by the Issuer pursuant to clauses (i) and (ii) of this Section 7.3(a)
     and by the rules and regulations prescribed from time to time by the
     Commission.

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

          SECTION 7.4   Reports by Indenture Trustee.

          (a)  If required by TIA Section 313(a), within sixty (60) days after
each March 31, beginning with March 31, 20[__], the Indenture Trustee shall mail
to each Noteholder as required by TIA Section 313(c) a brief report dated as of
such date that complies with TIA Section 313(a). The Indenture Trustee shall
also comply with TIA Section 313(b).

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

                                       52



                                  ARTICLE VIII
                      ACCOUNTS, DISBURSEMENTS AND RELEASES

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

          SECTION 8.2   Trust Accounts.

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

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

          (c)  [RESERVED]

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

          (e)  On or before the Closing Date, the Issuer shall cause the
Servicer to establish and maintain, in the name of the Indenture Trustee, for
the exclusive benefit of the Noteholders, the Note Payment Account as provided
in Section 4.1(b) of the Sale and Servicing Agreement. On each Distribution
Date, the Indenture Trustee shall apply or cause to be applied the amount on
deposit in the Note Payment Account on such Distribution Date in accordance with
Section 2.8(b) or (f), as applicable.

          SECTION 8.3   General Provisions Regarding Accounts.

                                       53



          (a)  So long as no Default or Event of Default shall have occurred and
be continuing, all or a portion of the funds in the Trust Accounts shall be
invested by the Indenture Trustee at the written direction of the Servicer in
Permitted Investments as provided in Sections 4.1 and 4.7 of the Sale and
Servicing Agreement. All income or other gain (net of losses and investment
expenses) from investments of monies deposited in the Trust Accounts shall be
withdrawn by the Indenture Trustee from such accounts and distributed (but only
under the circumstances set forth in the Sale and Servicing Agreement) as
provided in Sections 4.1 and 4.7 of the Sale and Servicing Agreement. The
Servicer shall not direct the Indenture Trustee to make any investment of any
funds or to sell any investment held in any of the Trust Accounts unless the
security interest granted and perfected in such account will continue to be
perfected in such investment or the proceeds of such sale, in either case
without any further action by any Person, and, in connection with any direction
to the Indenture Trustee to make any such investment or sale, if requested by
the Indenture Trustee, the Issuer shall deliver to the Indenture Trustee an
Opinion of Counsel, acceptable to the Indenture Trustee, to such effect.

          (b)  Subject to Section 6.1(c), the Indenture Trustee shall not in any
way be held liable by reason of any insufficiency in any of the Trust Accounts
resulting from any loss on any Permitted Investment included therein, except for
losses attributable to the Indenture Trustee's failure to make payments on such
Permitted Investments issued by the Indenture Trustee, in its commercial
capacity as principal obligor and not as trustee, in accordance with their
terms.

          (c)  If (i) the Servicer shall have failed to give written investment
directions for any funds on deposit in the Trust Accounts to the Indenture
Trustee by 11:00 A.M. (New York City time) (or such other time as may be agreed
upon by the Issuer and Indenture Trustee), on the Business Day preceding each
Distribution Date, (ii) a Default or Event of Default shall have occurred and be
continuing with respect to the Notes but the Notes shall not have been declared
immediately due and payable pursuant to Section 5.2 or (iii) the Notes shall
have been declared immediately due and payable following an Event of Default,
amounts collected or receivable from the Trust Estate are being applied in
accordance with Section 5.4 as if there had not been such a declaration, then
the Indenture Trustee shall, to the fullest extent practicable, invest and
reinvest funds in the Trust Accounts in one or more Permitted Investments.

          SECTION 8.4   Release of Trust Estate.

          (a)  Subject to the payment of its fees and expenses pursuant to
Section 6.7, the Indenture Trustee may, and when required by the provisions of
this Indenture shall, execute instruments to release property from the lien of
this Indenture, or convey the Indenture Trustee's interest in the same, in a
manner and under circumstances that are not inconsistent with the provisions of
this Indenture. No party relying upon an instrument executed by the Indenture
Trustee as provided in this Article VIII shall be bound to ascertain the
Indenture Trustee's authority, inquire into the satisfaction of any conditions
precedent or see to the application of any monies.

          (b)  The Indenture Trustee shall, at such time as there are no Notes
Outstanding, the Policy has been terminated in accordance with its terms and has
been returned to the Insurer for cancellation, all sums due the Indenture
Trustee pursuant to Section 6.7 have

                                       54



been paid in full and all sums due the Insurer have been paid in full, release
any remaining portion of the Trust Estate that secured the Notes from the lien
of this Indenture and release to the Issuer or any other Person entitled thereto
any funds then on deposit in the Trust Accounts. The Indenture Trustee shall
release property from the lien of this Indenture pursuant to this Section 8.4(b)
only upon receipt of an Issuer Request accompanied by an Officer's Certificate,
an Opinion of Counsel and (if required by the TIA) Independent Certificates in
accordance with TIA Sections 314(c) and 314(d)(1) meeting the applicable
requirements of Section 11.1.

          SECTION 8.5   Opinion of Counsel. The Indenture Trustee shall receive
at least seven (7) days notice when requested by the Issuer to take any action
pursuant to Section 8.4(a), accompanied by copies of any instruments involved,
and the Indenture Trustee shall also require, except in connection with any
action contemplated by Section 8.4(b), as a condition to such action, an Opinion
of Counsel, in form and substance satisfactory to the Indenture Trustee, stating
the legal effect of any such action, outlining the steps required to complete
such action, and concluding that all conditions precedent to the taking of such
action have been complied with and such action will not materially and adversely
impair the security for the Notes or the rights of the Noteholders in
contravention of the provisions of this Indenture; provided, however, that such
Opinion of Counsel shall not be required to express an opinion as to the fair
value of the Trust Estate. Counsel rendering any such opinion may rely, without
independent investigation, on the accuracy and validity of any certificate or
other instrument delivered to the Indenture Trustee in connection with any such
action.

                                   ARTICLE IX
                             SUPPLEMENTAL INDENTURES

          SECTION 9.1   Supplemental Indentures Without Consent of Noteholders.
The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may,
without the consent of the Holders of any Notes but with the consent of the
Insurer (if no Insurer Default shall have occurred and be continuing), with
prior written notice to the Insurer and the Rating Agencies, at any time and
from time to time, enter into one or more indentures supplemental hereto, in
form satisfactory to the Indenture Trustee, for any of the following purposes:

               (i)    to correct or amplify the description of any property at
     any time subject to the lien of this Indenture, or better to assure, convey
     and confirm unto the Indenture Trustee any property subject or required to
     be subjected to the lien of this Indenture, or to subject to the lien of
     this Indenture additional property;

               (ii)   to evidence the succession, in compliance with the
     applicable provisions hereof, of another Person to the Issuer, and the
     assumption by any such successor of the covenants of the Issuer herein and
     in the Notes contained;

               (iii)  to add to the covenants of the Issuer, for the benefit of
     the Holders of the Notes, or to surrender any right or power herein
     conferred upon the Issuer;

               (iv)   to convey, transfer, assign, mortgage or pledge any
     property to or with the Indenture Trustee;

                                       55



               (v)    to cure any ambiguity, to correct or supplement any
     provision herein or in any supplemental indenture that may be inconsistent
     with any other provision herein or in any supplemental indenture or in any
     offering document used in connection with the initial offer and sale of the
     Notes or the Certificates or to add any provisions to or change in any
     manner or eliminate any of the provisions of this Indenture which will not
     be inconsistent with other provisions of this Indenture;

               (vi)   to evidence and provide for the acceptance of the
     appointment hereunder by a successor trustee with respect to the Notes and
     to add to or change any of the provisions of this Indenture as shall be
     necessary to facilitate the administration of the trusts hereunder by more
     than one trustee, pursuant to the requirements of Article VI; or

               (vii)  to modify, eliminate or add to the provisions of this
     Indenture to such extent as shall be necessary to effect the qualification
     of this Indenture under the TIA or under any similar federal statute
     hereafter enacted and to add to this Indenture such other provisions as may
     be expressly required by the TIA;

provided, however, that (i) no such supplemental indenture may materially
adversely affect the interests of any Noteholder or Certificateholder, (ii) no
such supplemental indenture will be permitted unless an Opinion of Counsel is
delivered to the Indenture Trustee to the effect that such supplemental
indenture will not cause the Issuer to be characterized for federal income tax
purposes as an association taxable as a corporation or otherwise have any
material adverse impact on the federal income taxation of any Notes Outstanding
or outstanding Certificates or any Noteholder or Certificateholder and (iii) no
such supplemental indenture will be permitted without the consent of the Insurer
if such supplemental indenture would reasonably be expected to materially
adversely affect the interests of the Insurer. A supplemental indenture shall be
deemed not to materially adversely affect the interests of any Noteholder or
Certificateholder if (i) the Person requesting such supplemental indenture
obtains and delivers to the Indenture Trustee an Opinion of Counsel to that
effect or (ii) the Rating Agency Condition is satisfied. The Indenture Trustee
is hereby authorized to join in the execution of any such supplemental indenture
and to make any further appropriate agreements and stipulations that may be
therein contained.

          SECTION 9.2   Supplemental Indentures with Consent of Noteholders. The
Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, with
the consent of the Holders of Notes evidencing not less than 51% of the Note
Balance and with the consent of the Insurer (if no Insurer Default shall have
occurred and be continuing), with prior notice to the Insurer and the Rating
Agencies, by Act of such Holders delivered to the Issuer and the Indenture
Trustee, at any time and from time to time, enter into one or more indentures
supplemental hereto for the purpose of adding any provisions to, or changing in
any manner or eliminating any of the provisions of, this Indenture or modifying
in any manner the rights of the Holders of the Notes under this Indenture;
provided, however, that (i) no such supplemental indenture consented to by the
Insurer on behalf of the Noteholders pursuant to Section 11.19 may materially
adversely affect the interests of any Noteholder or Certificateholder, (ii) no
such supplemental indenture will be permitted unless an Opinion of Counsel is
delivered to the Indenture Trustee to the effect that such supplemental
indenture will not cause the Issuer to be characterized for federal income tax
purposes as an association taxable as a corporation or

                                       56



otherwise have any material adverse impact on the federal income taxation of any
Notes Outstanding or outstanding Certificates or any Noteholder or
Certificateholder and (iii) no such supplemental indenture will be permitted
without the consent of the Insurer if such supplemental indenture would
reasonably be expected to materially adversely affect the interests of the
Insurer; and, provided further, that no such supplemental indenture may, without
the consent of the Holder of each Outstanding Note affected by such supplemental
indenture:

               (i)    change any Class Final Distribution Date or the date of
     payment of any installment of principal of or interest on any Note, or
     reduce the principal amount thereof, the Note Rate applicable thereto or
     the Redemption Price with respect thereto, change the provisions of this
     Indenture relating to the application of collections on, or the proceeds of
     the sale of, the Trust Estate to payment of principal of or interest on the
     Notes, or change any place of payment where, or the coin or currency in
     which, any Note or the interest thereon is payable;

               (ii)   impair the right to institute suit for the enforcement of
     the provisions of this Indenture requiring the application of available
     funds, as provided in Article V, to the payment of any amount due on the
     Notes on or after the respective due dates thereof (or, in the case of
     redemption, on or after the Redemption Date);

               (iii)  reduce the percentage of the Note Balance the consent of
     the Holders of which is required for any such supplemental indenture or for
     any waiver of compliance with the provisions of this Indenture or of
     defaults hereunder and their consequences as provided in this Indenture;

               (iv)   modify or alter (A) the provisions of the second proviso
     to the definition of the term "Outstanding" or (B) the definition of the
     term "Note Balance";

               (v)    reduce the percentage of the Note Balance the consent of
     the Holders of which is required to direct the Indenture Trustee to sell or
     liquidate the Trust Estate pursuant to Section 5.4 if the proceeds of such
     sale would be insufficient to pay in full the principal amount of and
     accrued but unpaid interest on the Notes;

               (vi)   reduce the percentage of the Note Balance the consent of
     the Holders of which is required for any such supplemental indenture
     amending the provisions of this Indenture which specify the applicable
     percentage of the Note Balance the consent of the Holders of which is
     required for such supplemental indenture or the amendment of any other
     Transaction Document;

               (vii)  affect the calculation of the amount of interest on or
     principal of the Notes payable on any Distribution Date, including the
     calculation of any of the individual components of such calculation;

               (viii) modify any of the provisions of this Indenture in such a
     manner as to affect the rights of the Holders of the Notes to the benefit
     of any provisions for the mandatory redemption of the Notes; or

                                       57



               (ix)   permit the creation of any lien ranking prior to or on a
     parity with the lien of this Indenture with respect to any part of the
     Trust Estate or, except as otherwise permitted or contemplated herein,
     terminate the lien of this Indenture on any such collateral at any time
     subject hereto or deprive the Holder of any Note of the security provided
     by the lien of this Indenture.

          It shall not be necessary for any Act of Noteholders under this
Section 9.2 to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such Act shall approve the substance
thereof. Promptly after the execution by the Issuer and the Indenture Trustee of
any supplemental indenture pursuant to this Section 9.2, the Indenture Trustee
shall mail to the Holders of the Notes to which such amendment or supplemental
indenture relates a notice setting forth in general terms the substance of such
supplemental indenture. Any failure of the Indenture Trustee to mail such
notice, or any defect therein, shall not, however, in any way impair or affect
the validity of any such supplemental indenture.

          SECTION 9.3   Execution of Supplemental Indentures. In executing, or
permitting the additional trusts created by, any supplemental indenture
permitted by this Article IX or the modification thereby of the trusts created
by this Indenture, the Indenture Trustee shall be entitled to receive and,
subject to Sections 6.1 and 6.2, shall be fully protected in relying upon an
Opinion of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture and that all conditions precedent in
this Indenture to the execution and delivery of such supplemental indenture have
been satisfied. The Indenture Trustee may, but shall not be obligated to, enter
into any such supplemental indenture that affects the Indenture Trustee's own
rights, duties, liabilities or immunities under this Indenture or otherwise.

          SECTION 9.4   Effect of Supplemental Indenture. Upon the execution of
any supplemental indenture pursuant to the provisions hereof, this Indenture
shall be and shall be deemed to be modified and amended in accordance therewith
with respect to the Notes affected thereby, and the respective rights,
limitations of rights, obligations, duties, liabilities and immunities under
this Indenture of the Indenture Trustee, the Issuer and the Holders of the Notes
shall thereafter be determined, exercised and enforced hereunder subject in all
respects to such modifications and amendments, and all the terms and conditions
of any such supplemental indenture shall be and be deemed to be part of the
terms and conditions of this Indenture for any and all purposes.

          SECTION 9.5   Conformity with Trust Indenture Act. Every amendment of
this Indenture and every supplemental indenture executed pursuant to this
Article IX shall conform to the requirements of the Trust Indenture Act as then
in effect so long as this Indenture shall then be qualified under the Trust
Indenture Act.

          SECTION 9.6   Reference in Notes to Supplemental Indentures. Any Notes
authenticated and delivered after the execution of any supplemental indenture
pursuant to this Article IX may, and if required by the Indenture Trustee shall,
bear a notation in form approved by the Indenture Trustee as to any matter
provided for in such supplemental indenture. If the Issuer or the Indenture
Trustee shall so determine, new Notes so modified as to conform, in the opinion
of the Indenture Trustee and the Issuer, to any such supplemental indenture may
be

                                       58



prepared and executed by the Issuer and authenticated and delivered by the
Indenture Trustee in exchange for Outstanding Notes.

                                    ARTICLE X
                               REDEMPTION OF NOTES

          SECTION 10.1  Redemption.

          (a)  The Notes are subject to redemption in whole, but not in part, at
the direction of the Servicer, pursuant to Section 9.1(a) of the Sale and
Servicing Agreement, on any Distribution Date on which the Servicer exercises
its option to purchase the assets of the Issuer pursuant to such Section 9.1(a),
and the amount paid by the Servicer shall be treated as collections in respect
of the Receivables and applied to pay all amounts due to the Servicer under the
Sale and Servicing Agreement, the unpaid principal amount of the Notes plus all
accrued and unpaid interest (including any overdue interest) thereon, the
Certificate Balance plus all accrued and unpaid interest (including any overdue
interest) thereon and all amounts due to the Insurer under the Transaction
Documents or the Policy. If the Notes are to be redeemed pursuant to this
Section 10.1(a), the Issuer shall furnish or cause the Servicer to furnish
notice of such redemption to the Depositor, the Indenture Trustee, the Insurer
and the Rating Agencies not later than thirty (30) days prior to the Redemption
Date and the Issuer shall deposit the Redemption Price of the Notes to be
redeemed in the Note Payment Account by 10:00 A.M. (New York City time) on the
Redemption Date, whereupon all such Notes shall be due and payable on the
Redemption Date.

          (b)  In the event that the assets of the Issuer are purchased by the
Servicer pursuant to Section 9.1(a) of the Sale and Servicing Agreement, all
amounts on deposit in the Note Payment Account shall be paid to the Noteholders
up to the unpaid principal amount of the Notes and all accrued and unpaid
interest thereon. If such amounts are to be paid to Noteholders pursuant to this
Section 10.1(b), the Issuer shall, to the extent practicable, furnish or cause
the Servicer to furnish notice of such event to the Depositor, the Indenture
Trustee, the Insurer and the Rating Agencies not later than twenty (20) days
prior to the Redemption Date, whereupon all such amounts shall be payable on the
Redemption Date.

          SECTION 10.2  Form of Redemption Notice. Notice of redemption of the
Notes under Section 10.1(a) shall be given by the Indenture Trustee by
first-class mail, postage prepaid, or by facsimile mailed or transmitted
promptly following receipt of notice from the Issuer or the Servicer pursuant to
Section 10.1(a), but not later than ten (10) days prior to the applicable
Redemption Date, to each Holder of the Notes as of the close of business on the
second Record Date preceding the applicable Redemption Date, at such Holder's
address or facsimile number appearing in the Note Register.

          All notices of redemption shall state:

               (i)    the Redemption Date;

               (ii)   the Redemption Price; and

                                       59



               (iii)  the place where the Notes are to be surrendered for
     payment of the Redemption Price (which shall be the office or agency of the
     Issuer to be maintained as provided in Section 3.2).

          Notice of redemption of the Notes shall be given by the Indenture
Trustee in the name and at the expense of the Issuer. Any failure to give notice
of redemption, or any defect therein, to any Holder of any Note shall not,
however, impair or affect the validity of the redemption of any other Note.

          SECTION 10.3  Notes Payable on Redemption Date. The Notes to be
redeemed shall, following notice of redemption as required by Section 10.2 (in
the case of redemption pursuant to Section 10.1(a)), become due and payable on
the Redemption Date at the Redemption Price and (unless the Issuer shall default
in the payment of the Redemption Price) no interest shall accrue on the
Redemption Price for any period after the date to which accrued interest is
calculated for purposes of calculating the Redemption Price.

                                   ARTICLE XI
                                  MISCELLANEOUS

          SECTION 11.1  Compliance Certificates and Opinions, etc.

          (a)  Upon any application or request by the Issuer to the Indenture
Trustee to take any action under any provision of this Indenture, the Issuer
shall furnish to the Indenture Trustee (i) an Officer's Certificate stating that
all conditions precedent, if any, provided for in this Indenture relating to the
proposed action have been complied with, (ii) an Opinion of Counsel stating
that, in the opinion of such counsel, all such conditions precedent, if any,
have been complied with and (iii) (if required by the TIA) an Independent
Certificate from a firm of certified public accountants meeting the applicable
requirements of this Section 11.1, except that, in the case of any such
application or request as to which the furnishing of such documents is
specifically required by any provision of this Indenture, no additional
certificate or opinion need be furnished.

          Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include:

               (i)    a statement that each signatory of such certificate or
     opinion has read or has caused to be read such covenant or condition and
     the definitions herein relating thereto;

               (ii)   a brief statement as to the nature and scope of the
     examination or investigation upon which the statements or opinions
     contained in such certificate or opinion are based;

               (iii)  a statement that, in the opinion of each such signatory,
     such signatory has made such examination or investigation as is necessary
     to enable such signatory to express an informed opinion as to whether or
     not such covenant or condition has been complied with; and

                                       60



               (iv)   a statement as to whether, in the opinion of each such
     signatory, such condition or covenant has been complied with.

          (b)  Prior to the deposit of any Collateral or other property or
securities with the Indenture Trustee that is to be made the basis for the
release of any property or securities subject to the lien of this Indenture, the
Issuer shall, in addition to any obligation imposed in Section 11.1(a) or
elsewhere in this Indenture, deliver to the Indenture Trustee an Officer's
Certificate certifying or stating the opinion of each person signing such
certificate as to the fair value (within ninety (90) days of such deposit) to
the Issuer of the Collateral or other property or securities to be so deposited.

          (c)  Whenever the Issuer is required to furnish to the Indenture
Trustee an Officer's Certificate certifying or stating the opinion of any signer
thereof as to the matters described in Section 11.1(b), the Issuer shall also
furnish to the Indenture Trustee an Independent Certificate as to the same
matters if the fair value to the Issuer of the property or securities to be so
deposited and of all other such property or securities made the basis of any
such withdrawal or release since the commencement of the then-current fiscal
year of the Issuer, as set forth in the certificates furnished pursuant to
Section 11.1(b) and this Section 11.1(c), is 10% or more of the Note Balance,
but such a certificate need not be furnished with respect to any property or
securities so deposited if the fair value thereof to the Issuer as set forth in
the related Officer's Certificate is less than $25,000 or less than 1% of the
Note Balance.

          (d)  Whenever any property or securities are to be released from the
lien of this Indenture, the Issuer shall also furnish to the Indenture Trustee
an Officer's Certificate certifying or stating the opinion of each person
signing such certificate as to the fair value (within ninety (90) days of such
release) of the property or securities proposed to be released and stating that
in the opinion of such person the proposed release will not impair the security
under this Indenture in contravention of the provisions hereof.

          (e)  Whenever the Issuer is required to furnish to the Indenture
Trustee an Officer's Certificate certifying or stating the opinion of any signer
thereof as to the matters described in Section 11.1(d), the Issuer shall also
furnish to the Indenture Trustee an Independent Certificate as to the same
matters if the fair value of the property or securities and of all other
property, other than property as contemplated by Section 11.1(f) or securities
released from the lien of this Indenture since the commencement of the
then-current calendar year, as set forth in the certificates required by Section
11.1(d) and this Section 11.1(e), is 10% or more of the Note Balance, but such a
certificate need not be furnished in the case of any release of property or
securities if the fair value thereof as set forth in the related Officer's
Certificate is less than $25,000 or less than 1% of the Note Balance.

          (f)  Notwithstanding Section 2.10 or any other provisions of this
Section 11.1, the Issuer may, without compliance with the requirements of the
other provisions of this Section 11.1, (i) collect, liquidate, sell or otherwise
dispose of Receivables and Financed Vehicles as and to the extent permitted or
required by the Transaction Documents and (ii) make cash payments out of the
Trust Accounts as and to the extent permitted or required by the Transaction
Documents.

                                       61



          SECTION 11.2  Form of Documents Delivered to Indenture Trustee.

          (a)  In any case where several matters are required to be certified
by, or covered by an opinion of, any specified Person, it is not necessary that
all such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents.

          (b)  Any certificate or opinion of an Authorized Officer of the Issuer
may be based, insofar as it relates to legal matters, upon a certificate or
opinion of, or representations by, counsel, unless such officer knows, or in the
exercise of reasonable care should know, that the certificate or opinion or
representations with respect to the matters upon which such officer's
certificate or opinion is based are erroneous. Any such certificate of an
Authorized Officer or Opinion of Counsel may be based, insofar as it relates to
factual matters, upon a certificate or opinion of, or representations by, one or
more officers of the Depositor, the Seller, the Servicer, the Administrator or
the Issuer, stating that the information with respect to such factual matters is
in the possession of the Depositor, the Seller, the Servicer, the Administrator
or the Issuer, unless such Authorized Officer or counsel knows, or in the
exercise of reasonable care should know, that the certificate or opinion or
representations with respect to such matters are erroneous.

          (c)  Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.

          (d)  Whenever in this Indenture, in connection with any application or
certificate or report to the Indenture Trustee, it is provided that the Issuer
shall deliver any document as a condition of the granting of such application,
or as evidence of the Issuer's compliance with any term hereof, it is intended
that the truth and accuracy, at the time of the granting of such application or
at the effective date of such certificate or report (as the case may be), of the
facts and opinions stated in such document shall in such case be conditions
precedent to the right of the Issuer to have such application granted or to the
sufficiency of such certificate or report. The foregoing shall not, however, be
construed to affect the Indenture Trustee's right to rely upon the truth and
accuracy of any statement or opinion contained in any such document as provided
in Article VI.

          SECTION 11.3  Acts of Noteholders.

          (a)  Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be given or taken by the
Noteholders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by the Noteholders in person or by agents
duly appointed in writing, and except as herein otherwise expressly provided
such action shall become effective when such instrument or instruments are
delivered to the Indenture Trustee and, where it is hereby expressly required,
to the Issuer. Such instrument or instruments (and the action embodied therein
and evidenced thereby) are herein sometimes referred to as the "Act" of the
Noteholders signing such instrument or instruments. Proof of execution of any
such instrument or of a writing appointing any such agent shall be

                                       62



sufficient for any purpose of this Indenture and (subject to Section 6.1)
conclusive in favor of the Indenture Trustee and the Issuer, if made in the
manner provided in this Section 11.3.

          (b)  The fact and date of the execution by any Person of any such
instrument or writing may be proved in any manner that the Indenture Trustee
deems sufficient.

          (c)  The ownership of Notes shall be proved by the Note Register.

          (d)  Any request, demand, authorization, direction, notice, consent,
waiver or other action by the Holder of any Notes shall bind the Holder of every
Note issued upon the registration thereof or in exchange therefor or in lieu
thereof, in respect of anything done, omitted or suffered to be done by the
Indenture Trustee or the Issuer in reliance thereon, whether or not notation of
such action is made upon such Note.

          SECTION 11.4  Notices, etc., to Indenture Trustee, Issuer and Rating
Agencies. Any request, demand, authorization, direction, notice, instruction,
consent, waiver, Act of Noteholders or other document provided or permitted by
this Indenture shall be in writing and if such request, demand, authorization,
direction, notice, instruction, consent, waiver, Act of Noteholders or other
document is to be made upon, given or furnished to or filed with:

               (i)    the Indenture Trustee by any Noteholder or by the Issuer,
     shall be sufficient for every purpose hereunder if made, given, furnished
     or filed in writing to or with the Indenture Trustee at its Corporate Trust
     Office;

               (ii)   the Issuer by the Indenture Trustee or by any Noteholder,
     shall be sufficient for every purpose hereunder if in writing and mailed
     first-class, postage prepaid to the Issuer addressed to: CarMax Auto Owner
     Trust 20[__]-[__], in care of [____________________], Attention:
     [____________________], with a copy to the Administrator at 4900 Cox Road,
     Glen Allen, Virginia 23060, Attention: Treasury Department, or at any other
     address previously furnished in writing to the Indenture Trustee by the
     Issuer or the Administrator;

               (iii)  the Depositor by the Indenture Trustee, the Servicer or
     any Noteholder, shall be sufficient for every purpose hereunder if in
     writing and mailed first-class, postage prepaid to the Depositor addressed
     to CarMax Auto Funding LLC, 4900 Cox Road, Suite 200, Glen Allen, Virginia
     23060, Attention: Treasurer; or

               (iv)   the Insurer by the Indenture Trustee, the Servicer or any
     Noteholder, shall be sufficient for every purpose hereunder if in writing
     and mailed first-class, postage prepaid to the Insurer addressed to
     [____________________], [____________________], Attention:
     [____________________].

          Notices required to be given to the Rating Agencies by the Issuer, the
Indenture Trustee or the Owner Trustee shall be in writing, personally
delivered, telecopied or mailed by certified mail, return receipt requested, to
(i) in the case of Moody's, at the following address: Moody's Investors Service,
Inc., ABS Monitoring Department, 99 Church Street, New York, New York 10007 and
(ii) in case of Standard & Poor's, at the following address: Standard & Poor's
Ratings Services, a division of The McGraw-Hill Companies, 55 Water Street
(41st

                                       63



Floor), New York, New York 10041, Attention: Asset Backed Surveillance
Department. The Issuer shall promptly transmit any notice received by it from
the Noteholders to the Indenture Trustee.

          SECTION 11.5  Notices to Noteholders; Waiver.

          (a)  Where this Indenture provides for notice to Noteholders of any
event, such notice shall be sufficiently given (unless otherwise herein
expressly provided) if in writing and mailed, first-class, postage prepaid to
each Noteholder affected by such event, at its address as it appears on the Note
Register, not later than the latest date, and not earlier than the earliest
date, prescribed for the giving of such notice. In any case where notice to
Noteholders is given by mail, neither the failure to mail such notice nor any
defect in any notice so mailed to any particular Noteholder shall affect the
sufficiency of such notice with respect to other Noteholders, and any notice
that is mailed in the manner herein provided shall conclusively be presumed to
have been duly given.

          (b)  Where this Indenture provides for notice in any manner, such
notice may be waived in writing by any Person entitled to receive such notice,
either before or after the event, and such waiver shall be the equivalent of
such notice. Waivers of notice by Noteholders shall be filed with the Indenture
Trustee, but such filing shall not be a condition precedent to the validity of
any action taken in reliance upon such a waiver.

          (c)  If, by reason of the suspension of regular mail service as a
result of a strike, work stoppage or similar activity, it shall be impractical
to mail notice of any event to Noteholders when such notice is required to be
given pursuant to any provision of this Indenture, then any manner of giving
such notice as shall be satisfactory to the Indenture Trustee shall be deemed to
be a sufficient giving of such notice.

          (d)  Where this Indenture provides for notice to the Rating Agencies,
failure to give such notice shall not affect any other rights or obligations
created hereunder, and shall not under any circumstance constitute a Default or
Event of Default.

          SECTION 11.6  Alternate Payment and Notice Provisions. Notwithstanding
any other provisions of this Indenture or any of the Notes to the contrary, the
Issuer may enter into any agreement with any Holder of a Note providing for a
method of payment, or notice by the Indenture Trustee or any Paying Agent to
such Holder, that is different from the methods provided for in this Indenture
for such payments or notices. The Issuer shall furnish to the Indenture Trustee
a copy of each such agreement and the Indenture Trustee shall cause payments to
be made and notices to be given in accordance with such agreements.

          SECTION 11.7  Conflict with Trust Indenture Act. If any provision
hereof limits, qualifies or conflicts with another provision hereof that is
required to be included in this Indenture by any of the provisions of the Trust
Indenture Act, such required provision shall control. The provisions of TIA
Sections 310 through 317 that impose duties on any Person (including the
provisions automatically deemed included herein unless expressly excluded by
this Indenture) are a part of and govern this Indenture, whether or not
physically contained herein.

                                       64



          SECTION 11.8  Effect of Headings and Table of Contents. The Article
and Section headings herein and the Table of Contents are for convenience of
reference only and shall not define or limit any of the terms or provisions
hereof.

          SECTION 11.9  Successors and Assigns. All covenants and agreements in
this Indenture and the Notes by the Issuer shall bind its successors and
assigns, whether so expressed or not. All agreements of the Indenture Trustee in
this Indenture shall bind its successors, co-trustees and agents.

          SECTION 11.10 Severability. If any provision of this Indenture or the
Notes shall be invalid, illegal or unenforceable, the validity, legality, and
enforceability of the remaining provisions of this Indenture and the Notes shall
not in any way be affected or impaired thereby.

          SECTION 11.11 Benefits of Indenture. Nothing in this Indenture or in
the Notes, express or implied, shall give to any Person, other than the parties
hereto and their successors hereunder, the Insurer, the Noteholders, any other
party secured hereunder and any other Person with an ownership interest in any
part of the Trust Estate, any benefit or any legal or equitable right, remedy or
claim under this Indenture.

          SECTION 11.12 Legal Holiday. If the date on which any payment is due
shall not be a Business Day, then (notwithstanding any other provision of the
Notes or this Indenture) payment need not be made on such date but may be made
on the next succeeding Business Day with the same force and effect as if made on
the date on which nominally due, and no interest shall accrue for the period
from and after any such nominal date.

          SECTION 11.13 GOVERNING LAW. THIS INDENTURE SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS
AND REMEDIES OF THE PARTIES UNDER THIS INDENTURE SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAWS
PROVISIONS THEREOF WHICH MAY REQUIRE THE APPLICATION OF THE LAWS OF ANY OTHER
JURISDICTION (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATION LAW).

          SECTION 11.14 Counterparts. This Indenture may be executed in any
number of counterparts, each of which counterparts when so executed shall be
deemed to be an original, and all of which counterparts shall together
constitute but one and the same instrument.

          SECTION 11.15 Recording of Indenture. If this Indenture is subject to
recording in any appropriate public recording office, such recording shall be
effected by the Issuer at its expense and shall be accompanied by an Opinion of
Counsel (which may be counsel to the Indenture Trustee or any other counsel
reasonably acceptable to the Indenture Trustee) to the effect that such
recording is necessary either for the protection of the Noteholders or any other
Person secured hereunder or for the enforcement of any right or remedy granted
to the Indenture Trustee under this Indenture.

                                       65



          SECTION 11.16 Trust Obligation. No recourse may be taken, directly or
indirectly, with respect to the obligations of the Issuer, the Owner Trustee or
the Indenture Trustee on the Notes or under this Indenture or any certificate or
other writing delivered in connection herewith or therewith against (i) the
Indenture Trustee or the Owner Trustee in its individual capacity, (ii) any
holder of a beneficial interest in the Issuer or (iii) any partner, owner,
beneficiary, agent, officer, director, employee or agent of the Indenture
Trustee or the Owner Trustee in its individual capacity, of any holder of a
beneficial interest in the Issuer, the Owner Trustee or the Indenture Trustee or
of any successor or assign of the Indenture Trustee or the Owner Trustee in its
individual capacity, except as any such Person may have expressly agreed (it
being understood that the Indenture Trustee and the Owner Trustee have no such
obligations in their individual capacities), and except that any such partner,
owner or beneficiary shall be fully liable, to the extent provided by applicable
law, for any unpaid consideration for stock, unpaid capital contribution or
failure to pay any installment or call owing to such entity. For all purposes of
this Indenture, in the performance of any duties or obligations of the Issuer
hereunder, the Owner Trustee shall be subject to, and entitled to the benefits
of, the terms and provisions of Article VI, VII and VIII of the Trust Agreement.

          SECTION 11.17 No Petition. The Indenture Trustee, by entering into
this Indenture, and each Noteholder or Note Owner, by accepting a Note or
beneficial interest in a Note, as the case may be, hereby covenant and agree
that they will not at any time institute against the Depositor or the Issuer, or
join in any institution against the Depositor or the Issuer of, any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings or other
proceedings under any United States federal or state bankruptcy or similar law
in connection with any obligations relating to the Notes, this Indenture or any
of the other Transaction Documents.

          SECTION 11.18 Inspection. The Issuer shall, with reasonable prior
notice, permit any representative of the Indenture Trustee or the Insurer,
during the Issuer's normal business hours, to examine the books of account,
records, reports and other papers of the Issuer, to make copies and extracts
therefrom, to cause such books to be audited by Independent certified public
accountants, and to discuss the Issuer's affairs, finances and accounts with the
Issuer's officers, employees, and Independent certified public accountants, all
at such reasonable times and as often as may be reasonably requested. The
Indenture Trustee shall and shall cause its representatives to hold in
confidence all such information except to the extent disclosure may be required
by law (and all reasonable applications for confidential treatment are
unavailing) and except to the extent that the Indenture Trustee may reasonably
determine that such disclosure is consistent with its obligations hereunder.

          SECTION 11.19 Certain Matters Regarding the Insurer. If no Insurer
Default shall have occurred and be continuing, the Insurer shall have the right
to exercise all rights, including voting rights, which the Noteholders or the
Certificateholders are entitled to exercise pursuant to this Indenture, without
any consent of such Noteholders or Certificateholders, and the Noteholders and
the Certificateholders may only exercise such voting rights with the prior
written consent of the Insurer; provided, however, that, without the consent of
each Noteholder and Certificateholder affected thereby, the Insurer shall not
exercise such rights to amend this Indenture in any manner that requires the
consent of the Holder of each Outstanding Note adversely affected by such
amendment.

                                       66



          Notwithstanding any other provisions of this Indenture to the
contrary, if an Insurer Default shall have occurred and be continuing, the
Insurer shall not have the right to take any action under this Indenture or to
control or direct the actions of the Issuer, the Depositor, the Indenture
Trustee or the Owner Trustee pursuant to the terms of this Indenture, nor shall
the consent of the Insurer be required with respect to any action (or waiver of
a right to take action) to be taken by the Issuer, the Depositor, the Indenture
Trustee, the Owner Trustee, the Noteholders or the Certificateholders.

          SECTION 11.20 Third-Party Beneficiaries. This Indenture shall inure
to the benefit of and be binding upon the parties hereto, the Owner Trustee, the
Noteholders, the Certificateholders, the Insurer and their respective successors
and permitted assigns. Except as otherwise provided in this Article XI, no other
Person shall have any right or obligation hereunder.

                            [SIGNATURE PAGE FOLLOWS]

                                       67



          IN WITNESS WHEREOF, the Issuer and the Indenture Trustee have caused
this Indenture to be duly executed by their respective officers, thereunto duly
authorized and duly attested, all as of the day and year first above written.

                                          CARMAX AUTO OWNER TRUST 20[__]-[__]


                                          By: [____________________],
                                              not in its individual capacity
                                              but solely as Owner Trustee


                                          By:
                                             -----------------------------------
                                             Name:
                                             Title:


                                          [____________________],
                                          not in its individual capacity but
                                          solely as Indenture Trustee


                                          By:
                                             -----------------------------------
                                             Name:
                                             Title:

                                      S-1
Indenture



                                   Exhibit A-1

          UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

          THE PRINCIPAL OF THIS NOTE IS PAYABLE AS SET FORTH IN THE INDENTURE
(AS DEFINED BELOW). THE OUTSTANDING PRINCIPAL BALANCE OF THIS NOTE AT ANY TIME
MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

REGISTERED                                                    $[_______________]

NO. A-1                                                    CUSIP NO.[__________]


                       CARMAX AUTO OWNER TRUST 20[__]-[__]

                       [____]% CLASS A-1 ASSET-BACKED NOTE

          CarMax Auto Owner Trust 20[__]-[__], a statutory trust organized and
existing under the laws of the State of Delaware (herein referred to as the
"Issuer"), for value received, hereby promises to pay to Cede & Co., or its
registered assigns, the principal sum of [____________________] DOLLARS payable
on each Distribution Date in an amount equal to the aggregate amount, if any,
payable from the Note Payment Account in respect of principal on the Class A-1
Notes pursuant to Section 2.8 of the Indenture dated as of [__________], 20[__]
(as amended, supplemented or otherwise modified and in effect from time to time,
the "Indenture") between the Issuer and [____________________], a
[____________________], as Indenture Trustee (in such capacity, the "Indenture
Trustee"); provided, however, that, if not paid prior to such date, the unpaid
principal amount of this Class A-1 Note shall be due and payable on the earlier
of the [__________] 20[__] Distribution Date (the "Class A-1 Final Distribution
Date") and the Redemption Date, if any, pursuant to Section 10.1 of the
Indenture. Capitalized terms used but not defined herein are defined in Article
I of the Indenture, which also contains rules as to construction that shall be
applicable hereto.

          The Issuer shall pay interest on this Class A-1 Note at the rate per
annum shown above on each Distribution Date, until the principal of this Class
A-1 Note is paid or made available for payment, on the principal amount of this
Class A-1 Note outstanding on the preceding Distribution Date (after giving
effect to all payments of principal made on such preceding Distribution Date),
subject to certain limitations contained in Section 3.1 of the Indenture.
Interest on this Class A-1 Note shall accrue for each Distribution Date from and

                                      A1-1



including the preceding Distribution Date (or, in the case of the initial
Distribution Date or if no interest has been paid, from and including the
Closing Date) to but excluding such Distribution Date. Interest shall be
computed on the basis of actual days elapsed and a 360-day year. The principal
of and interest on this Class A-1 Note shall be paid in the manner specified on
the reverse hereof.

          "Distribution Date" means the 15th day of each month or, if such
15th day is not a Business Day, the following Business Day, commencing on
[__________], 20[__].

          The principal of and interest on this Class A-1 Note are payable in
such coin or currency of the United States of America as at the time of payment
is legal tender for payment of public and private debts. All payments made by
the Issuer with respect to this Class A-1 Note shall be applied first to
interest due and payable on this Class A-1 Note as provided above and then to
the unpaid principal of this Class A-1 Note.

          Reference is hereby made to the further provisions of this Class A-1
Note set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if fully set forth on the face of this Class
A-1 Note.

          Unless the certificate of authentication hereon has been executed by
an authorized officer of the Indenture Trustee, by manual or facsimile
signature, this Class A-1 Note shall not entitle the Holder hereof to any
benefit under the Indenture or be valid for any purpose.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                      A1-2



          IN WITNESS WHEREOF, the Issuer has caused this Class A-1 Note to be
duly executed as of the date set forth below.

Dated: [__________], 20[__]

                                          CARMAX AUTO OWNER TRUST 20[__]-[__]

                                          By:  [____________________],
                                               not in its individual capacity
                                               but solely as Owner Trustee


                                          By:
                                              ----------------------------------
                                              Name:
                                              Title:


                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

          This is one of the Class A-1 Notes designated above and referred to in
the within-mentioned Indenture.

Dated:  [__________], 20[__]

                                          [____________________],
                                          not in its individual capacity but
                                          solely as Indenture Trustee


                                          By:
                                              ----------------------------------
                                              Name:
                                              Title:

                                      A1-3



                           [REVERSE OF CLASS A-1 NOTE]

          This Class A-1 Note is one of a duly authorized issue of Notes of the
Issuer, designated as its [____]% Class A-1 Asset-Backed Notes, which, together
with the [____]% Class A-2 Asset-Backed Notes, the [____]% Class A-3
Asset-Backed Notes and the [____]% Class A-4 Asset-Backed Notes (collectively,
the "Notes"), are issued under the Indenture, to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights and obligations thereunder of the Issuer, the Indenture
Trustee and the Holders of the Notes. The Notes are subject to all terms of the
Indenture.

          The Class A-1 Notes are and shall be equally and ratably secured by
the collateral pledged as security therefor as provided in the Indenture.

          As described above, the entire unpaid principal amount of this Class
A-1 Note shall be due and payable on the earlier of the Class A-1 Final
Distribution Date and the Redemption Date, if any, pursuant to Section 10.1 of
the Indenture. Notwithstanding the foregoing, the entire unpaid principal amount
of the Notes shall be due and payable on the date on which an Event of Default
shall have occurred and be continuing if (i) the Insurer (if an Insurer Default
shall not have occurred and be continuing) or (ii) the Indenture Trustee or the
Holders of Notes evidencing not less than 66 2/3% of the Note Balance (if an
Insurer Default shall have occurred and be continuing) have declared the Notes
to be immediately due and payable in the manner provided in Section 5.2 of the
Indenture. All principal payments on the Class A-1 Notes shall be made pro rata
to the Holders entitled thereto if the Notes have been declared immediately due
and payable.

          Payments of interest on this Class A-1 Note due and payable on any
Distribution Date, together with the installment of principal, if any, due and
payable on such Distribution Date, to the extent not in full payment of this
Class A-1 Note, shall be made by check mailed to the Person whose name appears
as the Holder of this Class A-1 Note (or one or more Predecessor Notes) on the
Note Register as of the close of business on the Record Date preceding such
Distribution Date, except that with respect to Class A-1 Notes registered on the
Record Date in the name of the nominee of the Clearing Agency (initially, such
nominee to be Cede & Co.), payments will be made by wire transfer in immediately
available funds to the account designated by such nominee. Such checks shall be
mailed to the Person entitled thereto at the address of such Person as it
appears on the Note Register as of such Record Date without requiring that this
Class A-1 Note be submitted for notation of payment. Any reduction in the
principal amount of this Class A-1 Note (or any one or more Predecessor Notes)
effected by any payments made on any Distribution Date shall be binding upon all
future Holders of this Class A-1 Note and of any Class A-1 Note issued upon the
registration of transfer hereof or in exchange hereof or in lieu hereof, whether
or not noted hereon. If funds are expected to be available, as provided in the
Indenture, for payment in full of the then remaining unpaid principal amount of
this Class A-1 Note on a Distribution Date, then the Indenture Trustee, in the
name of and on behalf of the Issuer, shall notify the Person who was the Holder
hereof as of the Record Date preceding such Distribution Date by notice mailed
or transmitted by facsimile prior to such Distribution Date, and the amount then
due and payable shall be payable only upon presentation and surrender of this
Class A-1 Note at the Indenture Trustee's Corporate Trust Office or at the

                                      A1-4



office of the Indenture Trustee's agent appointed for such purposes located in
New York, New York.

          The Issuer shall pay interest on overdue installments of interest at
the Class A-1 Rate to the extent lawful.

          As provided in the Indenture, the Notes may be redeemed, in whole but
not in part, in the manner and to the extent described in the Indenture and the
Sale and Servicing Agreement.

          As provided in the Indenture, and subject to certain limitations set
forth therein, the transfer of this Class A-1 Note may be registered on the Note
Register upon surrender of this Class A-1 Note for registration of transfer at
the office or agency designated by the Issuer pursuant to the Indenture, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Indenture Trustee duly executed by, the Holder hereof or
such Holder's attorney duly authorized in writing, with such signature
guaranteed by an "eligible guarantor institution" meeting the requirements of
the Note Registrar, and thereupon one or more new Class A-1 Notes in any
authorized denomination and in the same aggregate principal amount will be
issued to the designated transferee or transferees. No service charge will be
charged for any registration of transfer or exchange of this Class A-1 Note, but
the transferor may be required to pay a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any such registration
of transfer or exchange.

          Each Noteholder or Note Owner, by its acceptance of a Note or, in the
case of a Note Owner, a beneficial interest in a Note, covenants and agrees that
no recourse may be taken, directly or indirectly, with respect to the
obligations of the Issuer or the Indenture Trustee on the Notes or under the
Indenture or any certificate or other writing delivered in connection therewith
against (i) the Indenture Trustee or the Owner Trustee, each in its individual
capacity, (ii) any holder of a beneficial interest in the Issuer or (iii) any
partner, owner, beneficiary, agent, officer, director or employee of the
Indenture Trustee or the Owner Trustee, each in its individual capacity, or any
holder of a beneficial interest in the Issuer, the Owner Trustee or the
Indenture Trustee or any successor or assign of the Indenture Trustee or the
Owner Trustee, each in its individual capacity, except as any such Person may
have expressly agreed and except that any such partner, owner or beneficiary
shall be fully liable, to the extent provided by applicable law, for any unpaid
consideration for stock, unpaid capital contribution for stock, unpaid capital
contribution or failure to pay any installment or call owing to such entity.

          Each Noteholder or Note Owner, by its acceptance of a Note or, in the
case of a Note Owner, a beneficial interest in a Note, covenants and agrees that
such Noteholder or Note Owner shall not at any time institute against the
Depositor or the Issuer, or join in any institution against the Depositor or the
Issuer of, any bankruptcy, reorganization, arrangement, insolvency or
liquidation proceedings under any United States federal or state bankruptcy or
similar law in connection with any obligations relating to the Notes, the
Certificates, the Indenture or any of the other Transaction Documents.

          The Issuer has entered into the Indenture and this Class A-1 Note is
issued with the intention that, for federal, state and local income, and
franchise tax purposes, the Notes will

                                      A1-5



qualify as indebtedness of the Issuer secured by the Trust Estate. Each
Noteholder or Note Owner, by its acceptance of a Note or, in the case of a Note
Owner, a beneficial interest in a Note, agrees to treat the Notes for federal,
state and local income, single business and franchise tax purposes as
indebtedness of the Issuer.

          Prior to the due presentment for registration of transfer of this
Class A-1 Note, the Issuer, the Indenture Trustee and any agent of the Issuer or
the Indenture Trustee may treat the Person in whose name this Class A-1 Note (as
of the day of determination or as of such other date as may be specified in the
Indenture) is registered as the owner hereof for all purposes, whether or not
this Class A-1 Note shall be overdue, and none of the Issuer, the Indenture
Trustee or any such agent shall be affected by notice to the contrary.

          The Indenture permits the Owner Trustee, on behalf of the Issuer, and
the Indenture Trustee, with certain exceptions therein provided, to amend or
waive from time to time certain terms and conditions set forth in the Indenture
without the consent of the Holders of the Notes but with the consent of the
Insurer (if an Insurer Default shall not have occurred and be continuing). The
Indenture also permits the Owner Trustee, on behalf of the Issuer, and the
Indenture Trustee, with certain exceptions as therein provided, to amend or
waive from time to time certain terms and conditions set forth in the Indenture
with the consent of the Insurer (if an Insurer Default shall not have occurred
and be continuing) and the Holders of Notes evidencing not less than 51% of the
Note Balance. The Indenture also permits the Insurer (if an Insurer Default
shall not have occurred and be continuing) or the Holders of Notes evidencing
not less than 51% of the Note Balance, with the consent of the Insurer (if an
Insurer Default shall not have occurred and be continuing), on behalf of the
Holders of all the Notes, to waive compliance by the Issuer with certain
provisions of the Indenture and certain past defaults under the Indenture and
their consequences. Any such consent or waiver by the Insurer, the Holders of
51% of the Note Balance, or the Holder of this Class A-1 Note (or any one or
more Predecessor Notes) shall be conclusive and binding on such Holder and on
all future Holders of this Class A-1 Note and of any Class A-1 Note issued upon
the registration of transfer hereof or in exchange hereof or in lieu hereof
whether or not notation of such consent or waiver is made upon this Class A-1
Note.

          The term "Issuer", as used in this Note, includes any successor to the
Issuer under the Indenture.

          The Indenture permits the Issuer, under certain circumstances, to
consolidate or merge with or into another Person, subject to the rights of the
Indenture Trustee and the Holders of Notes under the Indenture.

          The Notes are issuable only in registered form in denominations as
provided in the Indenture, subject to certain limitations therein set forth.

          This Class A-1 Note and the Indenture shall be governed by, and
construed in accordance with, the laws of the State of New York, and the
obligations, rights and remedies of the parties hereunder and thereunder shall
be determined in accordance with such laws.

                                      A1-6



          No reference herein to the Indenture, and no provision of this Note or
of the Indenture, shall alter or impair the obligation of the Issuer, which is
absolute and unconditional, to pay the principal of and interest on this Class
A-1 Note at the times, place and rate, and in the coin or currency, herein
prescribed.

          Anything herein to the contrary notwithstanding, except as expressly
provided in the Transaction Documents, none of [____________________], in its
individual capacity, [____________________], in its individual capacity, any
holder of a beneficial interest in the Issuer, or any of their respective
partners, beneficiaries, agents, officers, directors, employees or successors or
assigns shall be personally liable for, nor shall recourse be had to any of them
for, the payment of principal of or interest on this Class A-1 Note or the
performance of, or omission to perform, any of the covenants, obligations or
indemnifications contained in the Indenture. The Holder of this Note, by its
acceptance hereof, agrees that, except as expressly provided in the Transaction
Documents, in the case of an Event of Default under the Indenture, the Holder
shall have no claim against any of the foregoing for any deficiency, loss or
claim resulting therefrom; provided, however, that nothing contained herein
shall be taken to prevent recourse to, or enforcement against, the assets of the
Issuer for any and all liabilities, obligations and undertakings contained in
the Indenture or in this Class A-1 Note.

                                      A1-7



                                   ASSIGNMENT

SOCIAL SECURITY NUMBER
OR OTHER IDENTIFICATION
NUMBER OF ASSIGNEE: ________________


          FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto _________________________________________________________________

________________________________________________________________________________

                         (name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes
and appoints ________________________, attorney, to transfer said Note on the
Note Register, with full power of substitution in the premises.

Dated:

                                          ____________________________________*/

                                          Signature Guaranteed:

                                          ____________________________________*/

*/   NOTICE: The signature to this assignment must correspond with the name of
     the registered owner as it appears on the face of the within Note in every
     particular, without alteration, enlargement or any change whatsoever. Such
     signature must be guaranteed by an "eligible guarantor institution" meeting
     the requirements of the Note Registrar.

                                      A1-8



                                   Exhibit A-2

          UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

          THE PRINCIPAL OF THIS NOTE IS PAYABLE AS SET FORTH IN THE INDENTURE
(AS DEFINED BELOW). THE OUTSTANDING PRINCIPAL BALANCE OF THIS NOTE AT ANY TIME
MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

REGISTERED                                                    $[_______________]

NO. A-2                                                   CUSIP NO. [__________]

                       CARMAX AUTO OWNER TRUST 20[__]-[__]

                       [____]% CLASS A-2 ASSET-BACKED NOTE

          CarMax Auto Owner Trust 20[__]-[__], a statutory trust organized and
existing under the laws of the State of Delaware (herein referred to as the
"Issuer"), for value received, hereby promises to pay to Cede & Co., or its
registered assigns, the principal sum of [______________ _____] DOLLARS payable
on each Distribution Date in an amount equal to the aggregate amount, if any,
payable from the Note Payment Account in respect of principal on the Class A-2
Notes pursuant to Section 2.8 of the Indenture dated as of [__________], 20[__]
(as amended, supplemented or otherwise modified and in effect from time to time,
the "Indenture") between the Issuer and [____________________], a
[____________________], as Indenture Trustee (in such capacity, the "Indenture
Trustee"); provided, however, that, except under certain limited circumstances
described in the Indenture, principal of this Class A-2 Note will not be due and
payable until the Class A-1 Notes have been paid in full; and, provided further,
that, if not paid prior to such date, the unpaid principal amount of this Class
A-2 Note shall be due and payable on the earlier of the [__________] 20[__]
Distribution Date (the "Class A-2 Final Distribution Date") and the Redemption
Date, if any, pursuant to Section 10.1 of the Indenture. Capitalized terms used
but not defined herein are defined in Article I of the Indenture, which also
contains rules as to construction that shall be applicable hereto.

          The Issuer shall pay interest on this Class A-2 Note at the rate per
annum shown above on each Distribution Date, until the principal of this Class
A-2 Note is paid or made available for payment, on the principal amount of this
Class A-2 Note outstanding on the preceding Distribution Date (after giving
effect to all payments of principal made on such

                                      A2-1



preceding Distribution Date), subject to certain limitations contained in
Section 3.1 of the Indenture. Interest on this Class A-2 Note shall accrue for
each Distribution Date from and including the 15th day of the preceding month
(or, in the case of the initial Distribution Date or if no interest has been
paid, from and including the Closing Date) to but excluding the 15th day of the
month in which such Distribution Date occurs. Interest shall be computed on the
basis of a 360-day year consisting of twelve 30-day months. Interest on this
Class A-2 Note on each Distribution Date shall equal one-twelfth of the product
of (i) the rate per annum shown above and (ii) the principal amount of this
Class A-2 Note outstanding on the preceding Distribution Date (after giving
effect to all payments of principal made on such preceding Distribution Date);
provided, however, that the interest payable on this Class A-2 Note on
[__________], 20[__] shall equal $[_______________]. The principal of and
interest on this Class A-2 Note shall be paid in the manner specified on the
reverse hereof.

          "Distribution Date" means the 15th day of each month or, if such 15th
day is not a Business Day, the following Business Day, commencing on
[__________], 20[__].

          The principal of and interest on this Class A-2 Note are payable in
such coin or currency of the United States of America as at the time of payment
is legal tender for payment of public and private debts. All payments made by
the Issuer with respect to this Class A-2 Note shall be applied first to
interest due and payable on this Class A-2 Note as provided above and then to
the unpaid principal of this Class A-2 Note.

          Reference is hereby made to the further provisions of this Class A-2
Note set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if fully set forth on the face of this Class
A-2 Note.

          Unless the certificate of authentication hereon has been executed by
an authorized officer of the Indenture Trustee, by manual or facsimile
signature, this Class A-2 Note shall not entitle the Holder hereof to any
benefit under the Indenture or be valid for any purpose.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                      A2-2



          IN WITNESS WHEREOF, the Issuer has caused this Class A-2 Note to be
duly executed as of the date set forth below.

Dated: [__________], 20[__]


                                          CARMAX AUTO OWNER TRUST 20[__]-[__]


                                          By:  [____________________],
                                               not in its individual capacity
                                               but solely as Owner Trustee


                                          By:
                                              ----------------------------------
                                              Name:
                                              Title:


                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

          This is one of the Class A-2 Notes designated above and referred to in
the within-mentioned Indenture.

Dated: [_________], 20[__]

                                          [____________________],
                                          not in its individual capacity but
                                          solely as Indenture Trustee


                                          By:
                                              ----------------------------------
                                              Name:
                                              Title:


                                      A2-3



                           [REVERSE OF CLASS A-2 NOTE]

          This Class A-2 Note is one of a duly authorized issue of Notes of the
Issuer, designated as its [____]% Class A-2 Asset-Backed Notes, which, together
with the [____]% Class A-1 Asset-Backed Notes, the [____]% Class A-3
Asset-Backed Notes and the [____]% Class A-4 Asset-Backed Notes (collectively,
the "Notes"), are issued under the Indenture, to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights and obligations thereunder of the Issuer, the Indenture
Trustee and the Holders of the Notes. The Notes are subject to all terms of the
Indenture.

          The Class A-2 Notes are and shall be equally and ratably secured by
the collateral pledged as security therefor as provided in the Indenture.

          As described above, the entire unpaid principal amount of this Class
A-2 Note shall be due and payable on the earlier of the Class A-2 Final
Distribution Date and the Redemption Date, if any, pursuant to Section 10.1 of
the Indenture. Notwithstanding the foregoing, the entire unpaid principal amount
of the Notes shall be due and payable on the date on which an Event of Default
shall have occurred and be continuing if (i) the Insurer (if an Insurer Default
shall not have occurred and be continuing) or (ii) the Indenture Trustee or the
Holders of Notes evidencing not less than 66 2/3% of the Note Balance (if an
Insurer Default shall have occurred and be continuing) have declared the Notes
to be immediately due and payable in the manner provided in Section 5.2 of the
Indenture. All principal payments on the Class A-2 Notes shall be made pro rata
to the Holders entitled thereto if the Notes have been declared immediately due
and payable.

          Payments of interest on this Class A-2 Note due and payable on any
Distribution Date, together with the installment of principal, if any, due and
payable on such Distribution Date, to the extent not in full payment of this
Class A-2 Note, shall be made by check mailed to the Person whose name appears
as the Holder of this Class A-2 Note (or one or more Predecessor Notes) on the
Note Register as of the close of business on the Record Date preceding such
Distribution Date, except that with respect to Class A-2 Notes registered on the
Record Date in the name of the nominee of the Clearing Agency (initially, such
nominee to be Cede & Co.), payments will be made by wire transfer in immediately
available funds to the account designated by such nominee. Such checks shall be
mailed to the Person entitled thereto at the address of such Person as it
appears on the Note Register as of such Record Date without requiring that this
Class A-2 Note be submitted for notation of payment. Any reduction in the
principal amount of this Class A-2 Note (or any one or more Predecessor Notes)
effected by any payments made on any Distribution Date shall be binding upon all
future Holders of this Class A-2 Note and of any Class A-2 Note issued upon the
registration of transfer hereof or in exchange hereof or in lieu hereof, whether
or not noted hereon. If funds are expected to be available, as provided in the
Indenture, for payment in full of the then remaining unpaid principal amount of
this Class A-2 Note on a Distribution Date, then the Indenture Trustee, in the
name of and on behalf of the Issuer, shall notify the Person who was the Holder
hereof as of the Record Date preceding such Distribution Date by notice mailed
or transmitted by facsimile prior to such Distribution Date, and the amount then
due and payable shall be payable only upon presentation and surrender of this
Class A-2 Note at the Indenture Trustee's Corporate Trust Office or at the

                                      A2-4



office of the Indenture Trustee's agent appointed for such purposes located in
New York, New York.

          The Issuer shall pay interest on overdue installments of interest at
the Class A-2 Rate to the extent lawful.

          As provided in the Indenture, the Notes may be redeemed, in whole but
not in part, in the manner and to the extent described in the Indenture and the
Sale and Servicing Agreement.

          As provided in the Indenture, and subject to certain limitations set
forth therein, the transfer of this Class A-2 Note may be registered on the Note
Register upon surrender of this Class A-2 Note for registration of transfer at
the office or agency designated by the Issuer pursuant to the Indenture, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Indenture Trustee duly executed by, the Holder hereof or
such Holder's attorney duly authorized in writing, with such signature
guaranteed by an "eligible guarantor institution" meeting the requirements of
the Note Registrar, and thereupon one or more new Class A-2 Notes in any
authorized denomination and in the same aggregate principal amount will be
issued to the designated transferee or transferees. No service charge will be
charged for any registration of transfer or exchange of this Class A-2 Note, but
the transferor may be required to pay a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any such registration
of transfer or exchange.

          Each Noteholder or Note Owner, by its acceptance of a Note or, in the
case of a Note Owner, a beneficial interest in a Note, covenants and agrees that
no recourse may be taken, directly or indirectly, with respect to the
obligations of the Issuer or the Indenture Trustee on the Notes or under the
Indenture or any certificate or other writing delivered in connection therewith
against (i) the Indenture Trustee or the Owner Trustee, each in its individual
capacity, (ii) any holder of a beneficial interest in the Issuer or (iii) any
partner, owner, beneficiary, agent, officer, director or employee of the
Indenture Trustee or the Owner Trustee, each in its individual capacity, or any
holder of a beneficial interest in the Issuer, the Owner Trustee or the
Indenture Trustee or any successor or assign of the Indenture Trustee or the
Owner Trustee, each in its individual capacity, except as any such Person may
have expressly agreed and except that any such partner, owner or beneficiary
shall be fully liable, to the extent provided by applicable law, for any unpaid
consideration for stock, unpaid capital contribution for stock, unpaid capital
contribution or failure to pay any installment or call owing to such entity.

          Each Noteholder or Note Owner, by its acceptance of a Note or, in the
case of a Note Owner, a beneficial interest in a Note, covenants and agrees that
such Noteholder or Note Owner shall not at any time institute against the
Depositor or the Issuer, or join in any institution against the Depositor or the
Issuer of, any bankruptcy, reorganization, arrangement, insolvency or
liquidation proceedings under any United States federal or state bankruptcy or
similar law in connection with any obligations relating to the Notes, the
Certificates, the Indenture or any of the other Transaction Documents.

          The Issuer has entered into the Indenture and this Class A-2 Note is
issued with the intention that, for federal, state and local income, and
franchise tax purposes, the Notes will

                                      A2-5



qualify as indebtedness of the Issuer secured by the Trust Estate. Each
Noteholder or Note Owner, by its acceptance of a Note or, in the case of a Note
Owner, a beneficial interest in a Note, agrees to treat the Notes for federal,
state and local income, single business and franchise tax purposes as
indebtedness of the Issuer.

          Prior to the due presentment for registration of transfer of this
Class A-2 Note, the Issuer, the Indenture Trustee and any agent of the Issuer or
the Indenture Trustee may treat the Person in whose name this Class A-2 Note (as
of the day of determination or as of such other date as may be specified in the
Indenture) is registered as the owner hereof for all purposes, whether or not
this Class A-2 Note shall be overdue, and none of the Issuer, the Indenture
Trustee or any such agent shall be affected by notice to the contrary.

          The Indenture permits the Owner Trustee, on behalf of the Issuer, and
the Indenture Trustee, with certain exceptions therein provided, to amend or
waive from time to time certain terms and conditions set forth in the Indenture
without the consent of the Holders of the Notes but with the consent of the
Insurer (if an Insurer Default shall not have occurred and be continuing). The
Indenture also permits the Owner Trustee, on behalf of the Issuer, and the
Indenture Trustee, with certain exceptions as therein provided, to amend or
waive from time to time certain terms and conditions set forth in the Indenture
with the consent of the Insurer (if an Insurer Default shall not have occurred
and be continuing) and the Holders of Notes evidencing not less than 51% of the
Note Balance. The Indenture also permits the Insurer (if an Insurer Default
shall not have occurred and be continuing) or the Holders of Notes evidencing
not less than 51% of the Note Balance, with the consent of the Insurer (if an
Insurer Default shall not have occurred and be continuing), on behalf of the
Holders of all the Notes, to waive compliance by the Issuer with certain
provisions of the Indenture and certain past defaults under the Indenture and
their consequences. Any such consent or waiver by the Insurer, the Holders of
51% of the Note Balance, or the Holder of this Class A-2 Note (or any one or
more Predecessor Notes) shall be conclusive and binding on such Holder and on
all future Holders of this Class A-2 Note and of any Class A-2 Note issued upon
the registration of transfer hereof or in exchange hereof or in lieu hereof
whether or not notation of such consent or waiver is made upon this Class A-2
Note.

          The term "Issuer", as used in this Note, includes any successor to the
Issuer under the Indenture.

          The Indenture permits the Issuer, under certain circumstances, to
consolidate or merge with or into another Person, subject to the rights of the
Indenture Trustee and the Holders of Notes under the Indenture.

          The Notes are issuable only in registered form in denominations as
provided in the Indenture, subject to certain limitations therein set forth.

          This Class A-2 Note and the Indenture shall be governed by, and
construed in accordance with, the laws of the State of New York, and the
obligations, rights and remedies of the parties hereunder and thereunder shall
be determined in accordance with such laws.

                                      A2-6



          No reference herein to the Indenture, and no provision of this Note or
of the Indenture, shall alter or impair the obligation of the Issuer, which is
absolute and unconditional, to pay the principal of and interest on this Class
A-2 Note at the times, place and rate, and in the coin or currency, herein
prescribed.

          Anything herein to the contrary notwithstanding, except as expressly
provided in the Transaction Documents, none of [____________________], in its
individual capacity, [____________________], in its individual capacity, any
holder of a beneficial interest in the Issuer, or any of their respective
partners, beneficiaries, agents, officers, directors, employees or successors or
assigns shall be personally liable for, nor shall recourse be had to any of them
for, the payment of principal of or interest on this Class A-2 Note or the
performance of, or omission to perform, any of the covenants, obligations or
indemnifications contained in the Indenture. The Holder of this Note, by its
acceptance hereof, agrees that, except as expressly provided in the Transaction
Documents, in the case of an Event of Default under the Indenture, the Holder
shall have no claim against any of the foregoing for any deficiency, loss or
claim resulting therefrom; provided, however, that nothing contained herein
shall be taken to prevent recourse to, or enforcement against, the assets of the
Issuer for any and all liabilities, obligations and undertakings contained in
the Indenture or in this Class A-2 Note.


                                      A2-7



                                   ASSIGNMENT


SOCIAL SECURITY NUMBER
OR OTHER IDENTIFICATION
NUMBER OF ASSIGNEE: ________________

          FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto _________________________________________________________________

________________________________________________________________________________

                         (name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes
and appoints ________________________, attorney, to transfer said Note on the
Note Register, with full power of substitution in the premises.

Dated:


                                          ____________________________________*/

                                          Signature Guaranteed:

                                          ____________________________________*/


*/   NOTICE: The signature to this assignment must correspond with the name of
     the registered owner as it appears on the face of the within Note in every
     particular, without alteration, enlargement or any change whatsoever. Such
     signature must be guaranteed by an "eligible guarantor institution" meeting
     the requirements of the Note Registrar.

                                      A2-8



                                  Exhibit A-3

          UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

          THE PRINCIPAL OF THIS NOTE IS PAYABLE AS SET FORTH IN THE INDENTURE
(AS DEFINED BELOW). THE OUTSTANDING PRINCIPAL BALANCE OF THIS NOTE AT ANY TIME
MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

REGISTERED                                                    $[_______________]

NO. A-3                                                   CUSIP NO. [__________]


                       CARMAX AUTO OWNER TRUST 20[__]-[__]

                       [____]% CLASS A-3 ASSET-BACKED NOTE

          CarMax Auto Owner Trust 20[__]-[__], a statutory trust organized and
existing under the laws of the State of Delaware (herein referred to as the
"Issuer"), for value received, hereby promises to pay to Cede & Co., or its
registered assigns, the principal sum of [______________ _____] DOLLARS payable
on each Distribution Date in an amount equal to the aggregate amount, if any,
payable from the Note Payment Account in respect of principal on the Class A-3
Notes pursuant to Section 2.8 of the Indenture dated as of [__________], 20[__]
(as amended, supplemented or otherwise modified and in effect from time to time,
the "Indenture") between the Issuer and [____________________], a
[____________________], as Indenture Trustee (in such capacity, the "Indenture
Trustee"); provided, however, that, except under certain limited circumstances
described in the Indenture, principal of this Class A-3 Note will not be due and
payable until the Class A-1 Notes and the Class A-2 Notes have been paid in
full; and, provided further, that, if not paid prior to such date, the unpaid
principal amount of this Class A-3 Note shall be due and payable on the earlier
of the [__________] 20[__] Distribution Date (the "Class A-3 Final Distribution
Date") and the Redemption Date, if any, pursuant to Section 10.1 of the
Indenture. Capitalized terms used but not defined herein are defined in Article
I of the Indenture, which also contains rules as to construction that shall be
applicable hereto.

          The Issuer shall pay interest on this Class A-3 Note at the rate per
annum shown above on each Distribution Date, until the principal of this Class
A-3 Note is paid or made available for payment, on the principal amount of this
Class A-3 Note outstanding on the

                                      A3-1



preceding Distribution Date (after giving effect to all payments of principal
made on such preceding Distribution Date), subject to certain limitations
contained in Section 3.1 of the Indenture. Interest on this Class A-3 Note shall
accrue for each Distribution Date from and including the 15th day of the
preceding month (or, in the case of the initial Distribution Date or if no
interest has been paid, from and including the Closing Date) to but excluding
the 15th day of the month in which such Distribution Date occurs. Interest shall
be computed on the basis of a 360-day year consisting of twelve 30-day months.
Interest on this Class A-3 Note on each Distribution Date shall equal
one-twelfth of the product of (i) the rate per annum shown above and (ii) the
principal amount of this Class A-3 Note outstanding on the preceding
Distribution Date (after giving effect to all payments of principal made on such
preceding Distribution Date); provided, however, that the interest payable on
this Class A-3 Note on [__________], 20[__] shall equal $[_______________]. The
principal of and interest on this Class A-3 Note shall be paid in the manner
specified on the reverse hereof.

          "Distribution Date" means the 15th day of each month or, if such 15th
day is not a Business Day, the following Business Day, commencing on
[__________], 20[__].

          The principal of and interest on this Class A-3 Note are payable in
such coin or currency of the United States of America as at the time of payment
is legal tender for payment of public and private debts. All payments made by
the Issuer with respect to this Class A-3 Note shall be applied first to
interest due and payable on this Class A-3 Note as provided above and then to
the unpaid principal of this Class A-3 Note.

          Reference is hereby made to the further provisions of this Class A-3
Note set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if fully set forth on the face of this Class
A-3 Note.

          Unless the certificate of authentication hereon has been executed by
an authorized officer of the Indenture Trustee, by manual or facsimile
signature, this Class A-3 Note shall not entitle the Holder hereof to any
benefit under the Indenture or be valid for any purpose.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                      A3-2



          IN WITNESS WHEREOF, the Issuer has caused this Class A-3 Note to be
duly executed as of the date set forth below.

Dated: [__________], 20[__]


                                          CARMAX AUTO OWNER TRUST 20[__]-[__]


                                          By:  [____________________],
                                               not in its individual capacity
                                               but solely as Owner Trustee


                                          By:
                                              ----------------------------------
                                              Name:
                                              Title:


                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

          This is one of the Class A-3 Notes designated above and referred to in
the within-mentioned Indenture.

Dated: [__________], 20[__]


                                          [__________________],
                                          not in its individual capacity but
                                          solely as Indenture Trustee


                                          By:
                                              ----------------------------------
                                              Name:
                                              Title:


                                      A3-3



                           [REVERSE OF CLASS A-3 NOTE]

          This Class A-3 Note is one of a duly authorized issue of Notes of the
Issuer, designated as its [____]% Class A-3 Asset-Backed Notes, which, together
with the [____]% Class A-1 Asset-Backed Notes, the [____]% Class A-2
Asset-Backed Notes and the [____]% Class A-4 Asset-Backed Notes (collectively,
the "Notes"), are issued under the Indenture, to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights and obligations thereunder of the Issuer, the Indenture
Trustee and the Holders of the Notes. The Notes are subject to all terms of the
Indenture.

          The Class A-3 Notes are and shall be equally and ratably secured by
the collateral pledged as security therefor as provided in the Indenture.

          As described above, the entire unpaid principal amount of this Class
A-3 Note shall be due and payable on the earlier of the Class A-3 Final
Distribution Date and the Redemption Date, if any, pursuant to Section 10.1 of
the Indenture. Notwithstanding the foregoing, the entire unpaid principal amount
of the Notes shall be due and payable on the date on which an Event of Default
shall have occurred and be continuing if (i) the Insurer (if an Insurer Default
shall not have occurred and be continuing) or (ii) the Indenture Trustee or the
Holders of Notes evidencing not less than 66 2/3% of the Note Balance (if an
Insurer Default shall have occurred and be continuing) have declared the Notes
to be immediately due and payable in the manner provided in Section 5.2 of the
Indenture. All principal payments on the Class A-3 Notes shall be made pro rata
to the Holders entitled thereto if the Notes have been declared immediately due
and payable.

          Payments of interest on this Class A-3 Note due and payable on any
Distribution Date, together with the installment of principal, if any, due and
payable on such Distribution Date, to the extent not in full payment of this
Class A-3 Note, shall be made by check mailed to the Person whose name appears
as the Holder of this Class A-3 Note (or one or more Predecessor Notes) on the
Note Register as of the close of business on the Record Date preceding such
Distribution Date, except that with respect to Class A-3 Notes registered on the
Record Date in the name of the nominee of the Clearing Agency (initially, such
nominee to be Cede & Co.), payments will be made by wire transfer in immediately
available funds to the account designated by such nominee. Such checks shall be
mailed to the Person entitled thereto at the address of such Person as it
appears on the Note Register as of such Record Date without requiring that this
Class A-3 Note be submitted for notation of payment. Any reduction in the
principal amount of this Class A-3 Note (or any one or more Predecessor Notes)
effected by any payments made on any Distribution Date shall be binding upon all
future Holders of this Class A-3 Note and of any Class A-3 Note issued upon the
registration of transfer hereof or in exchange hereof or in lieu hereof, whether
or not noted hereon. If funds are expected to be available, as provided in the
Indenture, for payment in full of the then remaining unpaid principal amount of
this Class A-3 Note on a Distribution Date, then the Indenture Trustee, in the
name of and on behalf of the Issuer, shall notify the Person who was the Holder
hereof as of the Record Date preceding such Distribution Date by notice mailed
or transmitted by facsimile prior to such Distribution Date, and the amount then
due and payable shall be payable only upon presentation and surrender of this
Class A-3 Note at the Indenture Trustee's Corporate Trust Office or at the

                                      A3-4



office of the Indenture Trustee's agent appointed for such purposes located in
New York, New York.

          The Issuer shall pay interest on overdue installments of interest at
the Class A-3 Rate to the extent lawful.

          As provided in the Indenture, the Notes may be redeemed, in whole but
not in part, in the manner and to the extent described in the Indenture and the
Sale and Servicing Agreement.

          As provided in the Indenture, and subject to certain limitations set
forth therein, the transfer of this Class A-3 Note may be registered on the Note
Register upon surrender of this Class A-3 Note for registration of transfer at
the office or agency designated by the Issuer pursuant to the Indenture, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Indenture Trustee duly executed by, the Holder hereof or
such Holder's attorney duly authorized in writing, with such signature
guaranteed by an "eligible guarantor institution" meeting the requirements of
the Note Registrar, and thereupon one or more new Class A-3 Notes in any
authorized denomination and in the same aggregate principal amount will be
issued to the designated transferee or transferees. No service charge will be
charged for any registration of transfer or exchange of this Class A-3 Note, but
the transferor may be required to pay a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any such registration
of transfer or exchange.

          Each Noteholder or Note Owner, by its acceptance of a Note or, in the
case of a Note Owner, a beneficial interest in a Note, covenants and agrees that
no recourse may be taken, directly or indirectly, with respect to the
obligations of the Issuer or the Indenture Trustee on the Notes or under the
Indenture or any certificate or other writing delivered in connection therewith
against (i) the Indenture Trustee or the Owner Trustee, each in its individual
capacity, (ii) any holder of a beneficial interest in the Issuer or (iii) any
partner, owner, beneficiary, agent, officer, director or employee of the
Indenture Trustee or the Owner Trustee, each in its individual capacity, or any
holder of a beneficial interest in the Issuer, the Owner Trustee or the
Indenture Trustee or any successor or assign of the Indenture Trustee or the
Owner Trustee, each in its individual capacity, except as any such Person may
have expressly agreed and except that any such partner, owner or beneficiary
shall be fully liable, to the extent provided by applicable law, for any unpaid
consideration for stock, unpaid capital contribution for stock, unpaid capital
contribution or failure to pay any installment or call owing to such entity.

          Each Noteholder or Note Owner, by its acceptance of a Note or, in the
case of a Note Owner, a beneficial interest in a Note, covenants and agrees that
such Noteholder or Note Owner shall not at any time institute against the
Depositor or the Issuer, or join in any institution against the Depositor or the
Issuer of, any bankruptcy, reorganization, arrangement, insolvency or
liquidation proceedings under any United States federal or state bankruptcy or
similar law in connection with any obligations relating to the Notes, the
Certificates, the Indenture or any of the other Transaction Documents.

          The Issuer has entered into the Indenture and this Class A-3 Note is
issued with the intention that, for federal, state and local income, and
franchise tax purposes, the Notes will

                                      A3-5



qualify as indebtedness of the Issuer secured by the Trust Estate. Each
Noteholder or Note Owner, by its acceptance of a Note or, in the case of a Note
Owner, a beneficial interest in a Note, agrees to treat the Notes for federal,
state and local income, single business and franchise tax purposes as
indebtedness of the Issuer.

          Prior to the due presentment for registration of transfer of this
Class A-3 Note, the Issuer, the Indenture Trustee and any agent of the Issuer or
the Indenture Trustee may treat the Person in whose name this Class A-3 Note (as
of the day of determination or as of such other date as may be specified in the
Indenture) is registered as the owner hereof for all purposes, whether or not
this Class A-3 Note shall be overdue, and none of the Issuer, the Indenture
Trustee or any such agent shall be affected by notice to the contrary.

          The Indenture permits the Owner Trustee, on behalf of the Issuer, and
the Indenture Trustee, with certain exceptions therein provided, to amend or
waive from time to time certain terms and conditions set forth in the Indenture
without the consent of the Holders of the Notes but with the consent of the
Insurer (if an Insurer Default shall not have occurred and be continuing). The
Indenture also permits the Owner Trustee, on behalf of the Issuer, and the
Indenture Trustee, with certain exceptions as therein provided, to amend or
waive from time to time certain terms and conditions set forth in the Indenture
with the consent of the Insurer (if an Insurer Default shall not have occurred
and be continuing) and the Holders of Notes evidencing not less than 51% of the
Note Balance. The Indenture also permits the Insurer (if an Insurer Default
shall not have occurred and be continuing) or the Holders of Notes evidencing
not less than 51% of the Note Balance, with the consent of the Insurer (if an
Insurer Default shall not have occurred and be continuing), on behalf of the
Holders of all the Notes, to waive compliance by the Issuer with certain
provisions of the Indenture and certain past defaults under the Indenture and
their consequences. Any such consent or waiver by the Insurer, the Holders of
51% of the Note Balance, or the Holder of this Class A-3 Note (or any one or
more Predecessor Notes) shall be conclusive and binding on such Holder and on
all future Holders of this Class A-3 Note and of any Class A-3 Note issued upon
the registration of transfer hereof or in exchange hereof or in lieu hereof
whether or not notation of such consent or waiver is made upon this Class A-3
Note.

          The term "Issuer", as used in this Note, includes any successor to the
Issuer under the Indenture.

          The Indenture permits the Issuer, under certain circumstances, to
consolidate or merge with or into another Person, subject to the rights of the
Indenture Trustee and the Holders of Notes under the Indenture.

          The Notes are issuable only in registered form in denominations as
provided in the Indenture, subject to certain limitations therein set forth.

          This Class A-3 Note and the Indenture shall be governed by, and
construed in accordance with, the laws of the State of New York, and the
obligations, rights and remedies of the parties hereunder and thereunder shall
be determined in accordance with such laws.

                                      A3-6



          No reference herein to the Indenture, and no provision of this Note or
of the Indenture, shall alter or impair the obligation of the Issuer, which is
absolute and unconditional, to pay the principal of and interest on this Class
A-3 Note at the times, place and rate, and in the coin or currency, herein
prescribed.

          Anything herein to the contrary notwithstanding, except as expressly
provided in the Transaction Documents, none of [____________________], in its
individual capacity, [____________________], in its individual capacity, any
holder of a beneficial interest in the Issuer, or any of their respective
partners, beneficiaries, agents, officers, directors, employees or successors or
assigns shall be personally liable for, nor shall recourse be had to any of them
for, the payment of principal of or interest on this Class A-3 Note or the
performance of, or omission to perform, any of the covenants, obligations or
indemnifications contained in the Indenture. The Holder of this Note, by its
acceptance hereof, agrees that, except as expressly provided in the Transaction
Documents, in the case of an Event of Default under the Indenture, the Holder
shall have no claim against any of the foregoing for any deficiency, loss or
claim resulting therefrom; provided, however, that nothing contained herein
shall be taken to prevent recourse to, or enforcement against, the assets of the
Issuer for any and all liabilities, obligations and undertakings contained in
the Indenture or in this Class A-3 Note.


                                      A3-7



                                   ASSIGNMENT


SOCIAL SECURITY NUMBER
OR OTHER IDENTIFICATION
NUMBER OF ASSIGNEE: ________________


          FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto _________________________________________________________________

________________________________________________________________________________

                         (name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes
and appoints ________________________, attorney, to transfer said Note on the
Note Register, with full power of substitution in the premises.

Dated:


                                          ____________________________________*/

                                          Signature Guaranteed:

                                          ____________________________________*/


*/   NOTICE: The signature to this assignment must correspond with the name of
     the registered owner as it appears on the face of the within Note in every
     particular, without alteration, enlargement or any change whatsoever. Such
     signature must be guaranteed by an "eligible guarantor institution" meeting
     the requirements of the Note Registrar.


                                      A3-8



                                   Exhibit A-4

          UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

          THE PRINCIPAL OF THIS NOTE IS PAYABLE AS SET FORTH IN THE INDENTURE
(AS DEFINED BELOW). THE OUTSTANDING PRINCIPAL BALANCE OF THIS NOTE AT ANY TIME
MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

REGISTERED                                                    $[_______________]

NO. A-4                                                   CUSIP NO. [__________]


                       CARMAX AUTO OWNER TRUST 20[__]-[__]

                       [____]% CLASS A-4 ASSET-BACKED NOTE

          CarMax Auto Owner Trust 20[__]-[__], a statutory trust organized and
existing under the laws of the State of Delaware (herein referred to as the
"Issuer"), for value received, hereby promises to pay to Cede & Co., or its
registered assigns, the principal sum of [____________________] DOLLARS payable
on each Distribution Date in an amount equal to the aggregate amount, if any,
payable from the Note Payment Account in respect of principal on the Class A-4
Notes pursuant to Section 2.8 of the Indenture dated as of [__________], 20[__]
(as amended, supplemented or otherwise modified and in effect from time to time,
the "Indenture") between the Issuer and [____________________], a
[____________________], as Indenture Trustee (in such capacity, the "Indenture
Trustee"); provided, however, that, except under certain limited circumstances
described in the Indenture, principal of this Class A-4 Note will not be due and
payable until the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes
have been paid in full; and, provided further, that, if not paid prior to such
date, the unpaid principal amount of this Class A-4 Note shall be due and
payable on the earlier of the [__________] 20[__] Distribution Date (the "Class
A-4 Final Distribution Date") and the Redemption Date, if any, pursuant to
Section 10.1 of the Indenture. Capitalized terms used but not defined herein are
defined in Article I of the Indenture, which also contains rules as to
construction that shall be applicable hereto.

          The Issuer shall pay interest on this Class A-4 Note at the rate per
annum shown above on each Distribution Date, until the principal of this Class
A-4 Note is paid or made available for payment, on the principal amount of this
Class A-4 Note outstanding on the

                                      A4-1



preceding Distribution Date (after giving effect to all payments of principal
made on such preceding Distribution Date), subject to certain limitations
contained in Section 3.1 of the Indenture. Interest on this Class A-4 Note shall
accrue for each Distribution Date from and including the 15th day of the
preceding month (or, in the case of the initial Distribution Date or if no
interest has been paid, from and including the Closing Date) to but excluding
the 15th day of the month in which such Distribution Date occurs. Interest shall
be computed on the basis of a 360-day year consisting of twelve 30-day months.
Interest on this Class A-4 Note on each Distribution Date shall equal
one-twelfth of the product of (i) the rate per annum shown above and (ii) the
principal amount of this Class A-4 Note outstanding on the preceding
Distribution Date (after giving effect to all payments of principal made on such
preceding Distribution Date); provided, however, that the interest payable on
this Class A-4 Note on [__________], 20[__] shall equal $[_______________]. The
principal of and interest on this Class A-4 Note shall be paid in the manner
specified on the reverse hereof.

          "Distribution Date" means the 15th day of each month or, if such 15th
day is not a Business Day, the following Business Day, commencing on
[__________], 20[__].

          The principal of and interest on this Class A-4 Note are payable in
such coin or currency of the United States of America as at the time of payment
is legal tender for payment of public and private debts. All payments made by
the Issuer with respect to this Class A-4 Note shall be applied first to
interest due and payable on this Class A-4 Note as provided above and then to
the unpaid principal of this Class A-4 Note.

          Reference is hereby made to the further provisions of this Class A-4
Note set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if fully set forth on the face of this Class
A-4 Note.

          Unless the certificate of authentication hereon has been executed by
an authorized officer of the Indenture Trustee, by manual or facsimile
signature, this Class A-4 Note shall not entitle the Holder hereof to any
benefit under the Indenture or be valid for any purpose.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                      A4-2



          IN WITNESS WHEREOF, the Issuer has caused this Class A-4 Note to be
duly executed as of the date set forth below.

Dated: [__________], 20[__]


                                          CARMAX AUTO OWNER TRUST 20[__]-[__]

                                          By:  [____________________],
                                               not in its individual capacity
                                               but solely as Owner Trustee


                                          By:
                                              ----------------------------------
                                              Name:
                                              Title:


                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

          This is one of the Class A-4 Notes designated above and referred to in
the within-mentioned Indenture.

Dated: [__________], 20[__]

                                          [____________________],
                                          not in its individual capacity but
                                          solely as Indenture Trustee


                                          By:
                                              ----------------------------------
                                              Name:
                                              Title:


                                      A4-3



                           [REVERSE OF CLASS A-4 NOTE]

          This Class A-4 Note is one of a duly authorized issue of Notes of the
Issuer, designated as its [____]% Class A-4 Asset-Backed Notes, which, together
with the [____]% Class A-1 Asset-Backed Notes, the [____]% Class A-2
Asset-Backed Notes and the [____]% Class A-3 Asset-Backed Notes (collectively,
the "Notes"), are issued under the Indenture, to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights and obligations thereunder of the Issuer, the Indenture
Trustee and the Holders of the Notes. The Notes are subject to all terms of the
Indenture.

          The Class A-4 Notes are and shall be equally and ratably secured by
the collateral pledged as security therefor as provided in the Indenture.

          As described above, the entire unpaid principal amount of this Class
A-4 Note shall be due and payable on the earlier of the Class A-4 Final
Distribution Date and the Redemption Date, if any, pursuant to Section 10.1 of
the Indenture. Notwithstanding the foregoing, the entire unpaid principal amount
of the Notes shall be due and payable on the date on which an Event of Default
shall have occurred and be continuing if (i) the Insurer (if an Insurer Default
shall not have occurred and be continuing) or (ii) the Indenture Trustee or the
Holders of Notes evidencing not less than 66 2/3% of the Note Balance (if an
Insurer Default shall have occurred and be continuing) have declared the Notes
to be immediately due and payable in the manner provided in Section 5.2 of the
Indenture. All principal payments on the Class A-4 Notes shall be made pro rata
to the Holders entitled thereto if the Notes have been declared immediately due
and payable.

          Payments of interest on this Class A-4 Note due and payable on any
Distribution Date, together with the installment of principal, if any, due and
payable on such Distribution Date, to the extent not in full payment of this
Class A-4 Note, shall be made by check mailed to the Person whose name appears
as the Holder of this Class A-4 Note (or one or more Predecessor Notes) on the
Note Register as of the close of business on the Record Date preceding such
Distribution Date, except that with respect to Class A-4 Notes registered on the
Record Date in the name of the nominee of the Clearing Agency (initially, such
nominee to be Cede & Co.), payments will be made by wire transfer in immediately
available funds to the account designated by such nominee. Such checks shall be
mailed to the Person entitled thereto at the address of such Person as it
appears on the Note Register as of such Record Date without requiring that this
Class A-4 Note be submitted for notation of payment. Any reduction in the
principal amount of this Class A-4 Note (or any one or more Predecessor Notes)
effected by any payments made on any Distribution Date shall be binding upon all
future Holders of this Class A-4 Note and of any Class A-4 Note issued upon the
registration of transfer hereof or in exchange hereof or in lieu hereof, whether
or not noted hereon. If funds are expected to be available, as provided in the
Indenture, for payment in full of the then remaining unpaid principal amount of
this Class A-4 Note on a Distribution Date, then the Indenture Trustee, in the
name of and on behalf of the Issuer, shall notify the Person who was the Holder
hereof as of the Record Date preceding such Distribution Date by notice mailed
or transmitted by facsimile prior to such Distribution Date, and the amount then
due and payable shall be payable only upon presentation and surrender of this
Class A-4 Note at the Indenture Trustee's Corporate Trust Office or at the

                                      A4-4



office of the Indenture Trustee's agent appointed for such purposes located in
New York, New York.

          The Issuer shall pay interest on overdue installments of interest at
the Class A-4 Rate to the extent lawful.

          As provided in the Indenture, the Notes may be redeemed, in whole but
not in part, in the manner and to the extent described in the Indenture and the
Sale and Servicing Agreement.

          As provided in the Indenture, and subject to certain limitations set
forth therein, the transfer of this Class A-4 Note may be registered on the Note
Register upon surrender of this Class A-4 Note for registration of transfer at
the office or agency designated by the Issuer pursuant to the Indenture, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Indenture Trustee duly executed by, the Holder hereof or
such Holder's attorney duly authorized in writing, with such signature
guaranteed by an "eligible guarantor institution" meeting the requirements of
the Note Registrar, and thereupon one or more new Class A-4 Notes in any
authorized denomination and in the same aggregate principal amount will be
issued to the designated transferee or transferees. No service charge will be
charged for any registration of transfer or exchange of this Class A-4 Note, but
the transferor may be required to pay a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any such registration
of transfer or exchange.

          Each Noteholder or Note Owner, by its acceptance of a Note or, in the
case of a Note Owner, a beneficial interest in a Note, covenants and agrees that
no recourse may be taken, directly or indirectly, with respect to the
obligations of the Issuer or the Indenture Trustee on the Notes or under the
Indenture or any certificate or other writing delivered in connection therewith
against (i) the Indenture Trustee or the Owner Trustee, each in its individual
capacity, (ii) any holder of a beneficial interest in the Issuer or (iii) any
partner, owner, beneficiary, agent, officer, director or employee of the
Indenture Trustee or the Owner Trustee, each in its individual capacity, or any
holder of a beneficial interest in the Issuer, the Owner Trustee or the
Indenture Trustee or any successor or assign of the Indenture Trustee or the
Owner Trustee, each in its individual capacity, except as any such Person may
have expressly agreed and except that any such partner, owner or beneficiary
shall be fully liable, to the extent provided by applicable law, for any unpaid
consideration for stock, unpaid capital contribution for stock, unpaid capital
contribution or failure to pay any installment or call owing to such entity.

          Each Noteholder or Note Owner, by its acceptance of a Note or, in the
case of a Note Owner, a beneficial interest in a Note, covenants and agrees that
such Noteholder or Note Owner shall not at any time institute against the
Depositor or the Issuer, or join in any institution against the Depositor or the
Issuer of, any bankruptcy, reorganization, arrangement, insolvency or
liquidation proceedings under any United States federal or state bankruptcy or
similar law in connection with any obligations relating to the Notes, the
Certificates, the Indenture or any of the other Transaction Documents.

          The Issuer has entered into the Indenture and this Class A-4 Note is
issued with the intention that, for federal, state and local income, and
franchise tax purposes, the Notes will

                                      A4-5



qualify as indebtedness of the Issuer secured by the Trust Estate. Each
Noteholder or Note Owner, by its acceptance of a Note or, in the case of a Note
Owner, a beneficial interest in a Note, agrees to treat the Notes for federal,
state and local income, single business and franchise tax purposes as
indebtedness of the Issuer.

          Prior to the due presentment for registration of transfer of this
Class A-4 Note, the Issuer, the Indenture Trustee and any agent of the Issuer or
the Indenture Trustee may treat the Person in whose name this Class A-4 Note (as
of the day of determination or as of such other date as may be specified in the
Indenture) is registered as the owner hereof for all purposes, whether or not
this Class A-4 Note shall be overdue, and none of the Issuer, the Indenture
Trustee or any such agent shall be affected by notice to the contrary.

          The Indenture permits the Owner Trustee, on behalf of the Issuer, and
the Indenture Trustee, with certain exceptions therein provided, to amend or
waive from time to time certain terms and conditions set forth in the Indenture
without the consent of the Holders of the Notes but with the consent of the
Insurer (if an Insurer Default shall not have occurred and be continuing). The
Indenture also permits the Owner Trustee, on behalf of the Issuer, and the
Indenture Trustee, with certain exceptions as therein provided, to amend or
waive from time to time certain terms and conditions set forth in the Indenture
with the consent of the Insurer (if an Insurer Default shall not have occurred
and be continuing) and the Holders of Notes evidencing not less than 51% of the
Note Balance. The Indenture also permits the Insurer (if an Insurer Default
shall not have occurred and be continuing) or the Holders of Notes evidencing
not less than 51% of the Note Balance, with the consent of the Insurer (if an
Insurer Default shall not have occurred and be continuing), on behalf of the
Holders of all the Notes, to waive compliance by the Issuer with certain
provisions of the Indenture and certain past defaults under the Indenture and
their consequences. Any such consent or waiver by the Insurer, the Holders of
51% of the Note Balance, or the Holder of this Class A-4 Note (or any one or
more Predecessor Notes) shall be conclusive and binding on such Holder and on
all future Holders of this Class A-4 Note and of any Class A-4 Note issued upon
the registration of transfer hereof or in exchange hereof or in lieu hereof
whether or not notation of such consent or waiver is made upon this Class A-4
Note.

          The term "Issuer", as used in this Note, includes any successor to the
Issuer under the Indenture.

          The Indenture permits the Issuer, under certain circumstances, to
consolidate or merge with or into another Person, subject to the rights of the
Indenture Trustee and the Holders of Notes under the Indenture.

          The Notes are issuable only in registered form in denominations as
provided in the Indenture, subject to certain limitations therein set forth.

          This Class A-4 Note and the Indenture shall be governed by, and
construed in accordance with, the laws of the State of New York, and the
obligations, rights and remedies of the parties hereunder and thereunder shall
be determined in accordance with such laws.

                                      A4-6



          No reference herein to the Indenture, and no provision of this Note or
of the Indenture, shall alter or impair the obligation of the Issuer, which is
absolute and unconditional, to pay the principal of and interest on this Class
A-4 Note at the times, place and rate, and in the coin or currency, herein
prescribed.

          Anything herein to the contrary notwithstanding, except as expressly
provided in the Transaction Documents, none of [____________________], in its
individual capacity, [____________________], in its individual capacity, any
holder of a beneficial interest in the Issuer, or any of their respective
partners, beneficiaries, agents, officers, directors, employees or successors or
assigns shall be personally liable for, nor shall recourse be had to any of them
for, the payment of principal of or interest on this Class A-4 Note or the
performance of, or omission to perform, any of the covenants, obligations or
indemnifications contained in the Indenture. The Holder of this Note, by its
acceptance hereof, agrees that, except as expressly provided in the Transaction
Documents, in the case of an Event of Default under the Indenture, the Holder
shall have no claim against any of the foregoing for any deficiency, loss or
claim resulting therefrom; provided, however, that nothing contained herein
shall be taken to prevent recourse to, or enforcement against, the assets of the
Issuer for any and all liabilities, obligations and undertakings contained in
the Indenture or in this Class A-4 Note.


                                      A4-7



                                   ASSIGNMENT


SOCIAL SECURITY NUMBER
OR OTHER IDENTIFICATION
NUMBER OF ASSIGNEE: _________________


          FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto _________________________________________________________________

________________________________________________________________________________

                         (name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes
and appoints ________________________, attorney, to transfer said Note on the
Note Register, with full power of substitution in the premises.

Dated:

                                          ____________________________________*/

                                          Signature Guaranteed:

                                          ____________________________________*/


*/   NOTICE: The signature to this assignment must correspond with the name of
     the registered owner as it appears on the face of the within Note in every
     particular, without alteration, enlargement or any change whatsoever. Such
     signature must be guaranteed by an "eligible guarantor institution" meeting
     the requirements of the Note Registrar.

                                      A4-8



                                    Exhibit B
                          Form of Opinion of Counsel
                          --------------------------

                                 [SEE ATTACHED]


                                       B-1

EX-4.3

Exhibit 4.3 - Form of Insurance Policy

                                [NAME OF INSURER]

                       FINANCIAL GUARANTY INSURANCE POLICY

                               [__________], 20[__]

                                                             Policy No. [______]

Re:            CarMax Auto Owner Trust 20[__]-[__], Class A-1, Class A-2, Class
               A-3 and Class A-4 Asset-Backed Notes (collectively, the "Notes")
               and Asset-Backed Certificates (the "Certificates" and together
               with the Notes, the "Securities");

Insured        Obligation of CarMax Auto Owner Trust 20[__]-[__] (the "Trust")
Obligation:    to pay  servicing fees and interest on and the principal of the
               Securities.

Beneficiary:   [____________________], as indenture trustee under the Agreement
               (as defined below) (together with any successor trustee duly
               appointed and qualified under the Agreement) (the "Indenture
               Trustee") on behalf of the Noteholders and the
               Certificateholders.

     [____________________] (the "Insurer"), for consideration received, hereby
unconditionally and irrevocably guarantees to the Beneficiary, subject only to
the terms of this Policy (the "Policy"), payment of the Insured Obligation. The
Insurer agrees to pay to the Beneficiary:

     (x) with respect to any Distribution Date, the sum of (i) Total Servicing
Fee for the preceding Collection Period, (ii) Total Note Interest for such
Distribution Date, and (iii) Total Certificate Interest for such Distribution
Date (in each case, after giving effect to any distributions of Available
Collections and any funds withdrawn from the Reserve Account to pay such amounts
with respect to such Distribution Date); and

     (y) with respect to any Distribution Date, the lesser of (i) the sum of (a)
Monthly Note Principal for such Distribution Date and (b) Monthly Certificate
Principal for such Distribution Date (in each case, after giving effect to any
distributions of Available Collections and any funds withdrawn from the Reserve
Account to pay such principal with respect to such Distribution Date) and (ii)
the Net Principal Policy Amount (after giving effect to any funds withdrawn from
the Reserve Account to pay principal to the Noteholders and the
Certificateholders with respect to such Distribution Date);

provided, however, that no payment under this Policy with respect to any
Distribution Date shall exceed the Policy Amount for such Distribution Date, and
provided further, that with respect to



an Avoided Payment, the Policy Amount shall be calculated without regard to
clause (x)(A)(i) of the definition thereof. This Policy does not cover
shortfalls, if any, attributable to the liability of the Trust or the Indenture
Trustee for withholding taxes, if any (including interest and penalties in
respect of such liability).

     Capitalized terms used herein and not otherwise defined herein shall have
the meanings assigned to them in the Indenture dated as of [__________], 20[__]
between the Trust and the Indenture Trustee (the "Agreement"). As used herein,
the term "Policy Amount" shall mean, with respect to any Distribution Date,

     (x) the sum of (A) the lesser of (i) the Note Balance on such Distribution
     Date plus the Certificate Balance on such Distribution Date (after giving
     effect to any distribution of Available Collections and any funds withdrawn
     from the Reserve Account to pay principal to the Noteholders or the
     Certificateholders with respect to such Distribution Date) and (ii) the Net
     Principal Policy Amount on such Distribution Date (after giving effect to
     any funds withdrawn from the Reserve Account to pay principal to the
     Noteholders or the Certificateholders with respect to such Distribution
     Date), plus (B) Total Note Interest for such Distribution Date, plus (C)
     Total Certificate Interest for such Distribution Date, plus (D) Total
     Servicing Fee for the preceding Collection Period; less

     (y) all amounts on deposit in and available for withdrawal from the Reserve
     Account on such Distribution Date after giving effect to any funds
     withdrawn from the Reserve Account to pay principal to the Noteholders or
     the Certificateholders with respect to such Distribution Date.

     As used herein, the term "Net Principal Policy Amount" shall mean, on any
Distribution Date, the sum of the Note Balance as of the Closing Date plus the
Certificate Balance as of the Closing Date, minus all amounts previously drawn
on the Policy or withdrawn from the Reserve Account in either case with respect
to Monthly Note Principal or Monthly Certificate Principal.

     As used herein, the term "Insurance Agreement" shall mean the Insurance and
Reimbursement Agreement, dated as of [__________], 20[__] among CarMax Auto
Funding LLC (the "Depositor"), CarMax Auto Superstores, Inc., individually, as
seller (the "Seller") and as servicer (the "Servicer") and the Insurer.

     As used herein, the term "Insolvency Proceeding" means (i) the
commencement, after the date hereof, of any bankruptcy, insolvency, readjustment
of debt, reorganization, marshalling of assets and liabilities or similar
proceedings by or against the Seller, the Servicer, the Depositor or the Trust,
or (ii) the commencement, after the date hereof, of any proceedings by or
against the Seller, the Servicer, the Depositor or the Trust for the winding up
or liquidation of its affairs or (iii) the consent, after the date hereof, to
the appointment of a trustee, conservator, receiver, or liquidator in any
bankruptcy, insolvency, readjustment of debt, reorganization, marshalling of
assets and liabilities or similar proceedings of or relating to the Seller, the
Servicer, the Depositor or the Trust.

     Subject to the foregoing, if any amount paid or required to be paid in
respect of the Insured Obligation is voided (a "Preference Event") under any
applicable bankruptcy,

                                       2



insolvency, receivership or similar law in an Insolvency Proceeding, and, as a
result of such a Preference Event, the Beneficiary, the Noteholders or the
Certificateholders are required to return such voided payment, or any portion of
such voided payment made or to be made in respect of the Notes or the
Certificates, respectively (an "Avoided Payment"), the Insurer will pay an
amount equal to each such Avoided Payment, irrevocably, absolutely and
unconditionally and without the assertion of any defenses to payment, including
fraud in inducement or fact or any other circumstances that would have the
effect of discharging a surety in law or in equity, upon receipt by the Insurer
from the Beneficiary, the Noteholders or the Certificateholders of (x) a
certified copy of a final order of a court exercising jurisdiction in such
Insolvency Proceeding to the effect that the Beneficiary, the Noteholders or the
Certificateholders are required to return any such payment or portion thereof
prior to the Termination Date (as defined below) of this Policy because such
payment was voided under applicable law, with respect to which order the appeal
period has expired without an appeal having been filed (the "Final Order"), (y)
an assignment, in the form of Exhibit D hereto, irrevocably assigning to the
Insurer all rights and claims of the Beneficiary, the Noteholders or the
Certificateholders relating to or arising under such Avoided Payment and (z) a
Notice for Payment in the form of Exhibit A hereto appropriately completed and
executed by the Beneficiary, the Noteholders or the Certificateholders. Such
payment shall be disbursed to the receiver, conservator, debtor-in-possession or
trustee in bankruptcy named in the Final Order and not to the Beneficiary, the
Noteholders or the Certificateholders directly unless such Noteholder or such
Certificateholder (as the case may be) has returned principal and interest paid
on the Notes or the Certificates (as the case may be) to such receiver,
conservator, debtor-in-possession or trustee in bankruptcy, in which case such
payment shall be disbursed to such Noteholder or such Certificateholder (as the
case may be).

     Notwithstanding the foregoing, in no event shall the Insurer be obligated
to make any payment in respect of any Avoided Payment, which payment represents
a payment of interest or the principal amount of the Notes or the Certificates,
prior to the time the Insurer would have been required to make a payment in
respect of such interest or principal pursuant to the first paragraph of this
Policy.

     Payment of amounts hereunder shall be made in immediately available funds
(x) pursuant to the first paragraph of this Policy on the later of (a) 12:00
noon, New York City time, on the Distribution Date or (b) 12:00 noon, New York
City time, on the second Business Day following presentation to the Insurer and
[____________________], as Fiscal Agent for the Insurer or any successor fiscal
agent appointed by the Insurer (the "Fiscal Agent") (as hereinafter provided) of
a notice for payment in the form of Exhibit A hereto ("Notice for Payment"),
appropriately completed and executed by the Beneficiary, and (y) in respect of
Avoided Payments prior to 12:00 noon New York City time, on the second Business
Day following the Insurer's receipt of the documents required under clauses (x)
through (z) of the second preceding paragraph. Any such documents received by
the Insurer or the Fiscal Agent after 12:00 noon New York City time on any
Business Day or on any day that is not a Business Day shall be deemed to have
been received by the Insurer or the Fiscal Agent, as applicable, prior to 12:00
noon on the next succeeding Business Day. All payments made by the Insurer
hereunder will be made with the Insurer's own funds. A Notice for Payment under
this Policy may be presented to the Fiscal Agent and the Insurer on any Business
Day following the Determination Date in respect of which the Notice for Payment
is being presented, by (a) delivery of the original Notice for

                                       3



Payment to the Fiscal Agent and the Insurer at their respective addresses set
forth below, or (b) facsimile transmission of the original Notice for Payment to
the Fiscal Agent and the Insurer at their respective facsimile numbers set forth
below. If presentation is made by facsimile transmission, the Beneficiary shall
(i) simultaneously confirm transmission by telephone to the Fiscal Agent and the
Insurer at their respective telephone numbers set forth below, and (ii) as soon
as reasonably practicable, deliver the original Notice for Payment to the Fiscal
Agent and the Insurer at their respective addresses set forth below.

     If any Notice for Payment received by the Fiscal Agent is not in proper
form or is otherwise insufficient for the purpose of making a claim hereunder,
it shall be deemed not to have been received by the Fiscal Agent and the
Insurer, and the Insurer or the Fiscal Agent, shall promptly so advise the
Indenture Trustee, and the Indenture Trustee may submit an amended Notice for
Payment.

     Payments due hereunder unless otherwise stated herein will be disbursed by
the Fiscal Agent or the Insurer to the Indenture Trustee on behalf of the
Noteholders and the Certificateholders by wire transfer of immediately available
funds in the amount of such payment.

     The Fiscal Agent is the agent of the Insurer only, and the Fiscal Agent
shall in no event be liable to the Noteholders or the Certificateholders for any
acts of the Fiscal Agent or any failure of the Insurer to deposit or cause to be
deposited sufficient funds to make payments due under this Policy.

     The Insurer hereby waives and agrees not to assert any and all rights to
require the Beneficiary to make demand on or to proceed against any person,
party or security prior to the Beneficiary demanding payment under this Policy.

     No defenses, set-offs and counterclaims of any kind available to the
Insurer so as to deny payment of any amount due in respect of this Policy will
be valid and the Insurer hereby waives and agrees not to assert any and all such
defenses, set-offs and counterclaims, including, without limitation, any such
rights acquired by subrogation, assignment or otherwise.

     The Insurer shall be subrogated to the rights of the Noteholders and the
Certificateholders to receive payments under the Notes and the Certificates to
the extent of any payment by the Insurer hereunder.

     Any rights of subrogation acquired by the Insurer as a result of any
payment made under this Policy shall, in all respects, be subordinate and junior
in right of payment to the prior indefeasible payment in full of all amounts due
the Noteholders and the Certificateholders under the Notes and the Certificates.
the Insurer's obligations under this Policy shall be discharged to the extent
funds to pay the Insured Obligation are deposited into the Collection Account,
the Note Payment Account or the Certificate Payment Account by the Servicer or
the Indenture Trustee, as applicable, in accordance with the Sale and Servicing
Agreement (except to the extent such payment is thereafter returned as an
Avoided Payment) or disbursed by the Insurer as provided in this Policy, whether
or not such funds are properly applied by the Owner Trustee or the Beneficiary.

                                       4



     This Policy is neither transferable nor assignable, in whole or in part,
except to a successor trustee duly appointed and qualified under the Agreement.
Such transfer and assignment shall be effective upon receipt by the Insurer of a
copy of the instrument effecting such transfer and assignment signed by the
transferor and by the transferee, and a certificate, properly completed and
signed by the transferor and the transferee, in the form of Exhibit B hereto
(which shall be conclusive evidence of such transfer and assignment), and, in
such case, the transferee instead of the transferor shall, without the necessity
of further action, be entitled to all the benefits of and rights under this
Policy in the transferor's place, provided that, in such case, the Notice for
Payment presented hereunder shall be a certificate of the transferee and shall
be signed by one who states therein that he is a duly authorized officer of the
transferee.

     All notices, presentations, transmissions, deliveries and communications
made by the Beneficiary to the Insurer with respect to this Policy shall
specifically refer to the number of this Policy and shall be made to the Insurer
at:

          [____________________]
          [____________________]
          [____________________]
          Attention: [____________________]
          Telephone: [____________________]
          Facsimile: [____________________]

or such other address, telephone number or facsimile number as the Insurer may
designate to the Beneficiary in writing from time to time. Each such notice,
presentation, transmission, delivery and communication shall be effective only
upon actual receipt by the Insurer.

     Any notice hereunder delivered to the Fiscal Agent may be made at the
address listed below for the Fiscal Agent or such other address as the Insurer
shall specify in writing to the Indenture Trustee, the Seller and the Depositor.

     The notice address of the Fiscal Agent is [____________________],
[____________________], Attention: [____________________], Facsimile:
[____________________], Telephone: [____________________] or such other address
as the Fiscal Agent shall specify in writing to the Indenture Trustee, the
Seller and the Depositor.

     The obligations of the Insurer under this Policy are irrevocable, primary,
absolute and unconditional (except as expressly provided herein) and neither the
failure of the Indenture Trustee, the Depositor, the Seller, the Servicer, the
Trust or any other person to perform any covenant or obligation in favor of the
Insurer (or otherwise), nor the failure or omission to make a demand permitted
hereunder, nor the commencement of any bankruptcy, debtor or other insolvency
proceeding by or against the Indenture Trustee, the Depositor, the Seller, the
Servicer, the Trust or any other person shall in any way affect or limit the
Insurer's obligations under this Policy. If an action or proceeding to enforce
this Policy is brought by the Beneficiary, the Beneficiary shall be entitled to
recover from the Insurer costs and expenses reasonably incurred, including
without limitation reasonable fees and expenses of counsel.

     There shall be no acceleration payment due under this Policy unless such
acceleration is at the sole option of the Insurer.

                                       5



     This Policy and the obligations of the Insurer hereunder shall terminate on
the day (the "Termination Date") on which the earliest of the following occurs:
(i) the Insurer receives written notice, signed by the Beneficiary,
substantially in the form of Exhibit C hereto, stating that the Agreement has
been terminated pursuant to its terms, (ii) the date which is ninety-one days
following the Distribution Date occurring on [__________], 20[__] and (iii) the
date which is ninety-one days following the Distribution Date upon which the
later of the final distribution on the Notes or the Certificates is made.

     The foregoing notwithstanding, if an Insolvency Proceeding is existing
during the ninety-one day period set forth in clauses (ii) or (iii) above, then
this Policy and the Insurer's obligations hereunder shall terminate on (and the
"Termination Date" shall be) the later of (i) the date of the conclusion or
dismissal of such Insolvency Proceeding without continuing jurisdiction by the
court in such Insolvency Proceeding, and (ii) the date on which the Insurer has
made all payments required to be made under the terms of this Policy in respect
of Avoided Payments.

     This Policy is not covered by the property/casualty insurance fund
specified in Article Seventy-Six of the New York State insurance law.

     This Policy sets forth in full the undertaking of the Insurer, and shall
not be modified, altered or affected by any other agreement or instrument,
including any modification or amendment to any other agreement or instrument, or
by the merger, consolidation or dissolution of the Trust or any other Person and
may not be canceled or revoked by the Insurer prior to the time it is terminated
in accordance with the express terms hereof. The Premium on this Policy is not
refundable for any reason.

     This Policy shall be returned to the Insurer upon termination.

     THIS POLICY SHALL BE CONSTRUED, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF
THE PARTIES HEREUNDER SHALL BE DETERMINED, IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK, WITHOUT GIVING EFFECT TO CONFLICT OF LAWS PRINCIPLES THEREOF
WHICH MAY REQUIRE THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION.

                                       6



     IN WITNESS WHEREOF, the Insurer has caused this Policy to be duly executed
on the date first written above.

                             [____________________]


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:

                                       7



                                             Exhibit A to Policy Number [______]

[____________________]
[____________________]
[____________________]
Attention: [____________________]

                               NOTICE FOR PAYMENT

                          UNDER POLICY NUMBER [______]

     [____________________], as indenture trustee (the "Indenture Trustee"),
hereby certifies to [____________________] (the "Insurer") with reference to
that certain Policy, Number [______] dated [__________], 20[__] (the "Policy"),
issued by the Insurer in favor of the Indenture Trustee under the Indenture,
dated as of [__________], 20[__] (the "Agreement") between CarMax Auto Owner
Trust 20[__]-[__] and [____________________], as indenture trustee, as follows:

     1. The Indenture Trustee is the Beneficiary under the Policy.

     2. The Indenture Trustee is entitled to make a demand under the Policy
[pursuant to Section 4.6(c) of the Sale and Servicing Agreement][as a result of
the occurrence of a Preference Event as defined in the Policy].

[For a Notice for Payment in respect of a Distribution Date use the following
paragraphs 3, 4, and 5.]

     3. This notice relates to the [insert date] Distribution Date. The Policy
Amount, as specified to the Indenture Trustee by the Servicer, for such
Distribution Date is $[____________]. The amount demanded by this notice for the
benefit of the Noteholders and the Certificateholders does not exceed such
Policy Amount.

     4. The Indenture Trustee demands payment of $[_______________] which
consists of [Total Servicing Fee in the amount of $_______________]; [Total Note
Interest in the amount of $_______________]; [Total Certificate Interest in the
amount of $_______________]; [Monthly Note Principal in the amount of
$_______________]; [and Monthly Certificate Principal in the amount of
$_______________].

     5. The amount demanded is to be paid in immediately available funds to the
Collection Account at [________], account number [________] [except that
$_______________ of such amount is to be paid to the Certificate Payment Account
at ____________, account number ____________].

[For a Notice for Payment in respect of an Avoided Payment use the following
paragraphs 3, 4, and 5.]



     3. The Indenture Trustee hereby represents and warrants, based upon
information available to it, that (i) the amount entitled to be drawn under the
Policy on the date hereof in respect of Avoided Payments is
[$_______________](ii) each Noteholder and Certificateholder with respect to
which the drawing is being made under the Policy has paid or simultaneously with
such draw on the Policy will pay such Avoided Payment, and (iii) the documents
required by the Policy to be delivered in connection with such Avoided Payment
have previously been presented to the Insurer or are attached hereto.

     4. The Indenture Trustee hereby demands payment of the Avoided Payment in
the amount of [$_______________] and the Indenture Trustee hereby represents and
warrants, based upon information available to it, that such amount is not in
excess of the sum of (i) the Policy Amount calculated without regard to clause
(x)(A)(i) of the definition thereof, as of the date hereof, and (ii) interest
thereon (which interest is the amount paid to the Noteholders or the
Certificateholders on the date the Trust made the payment that has been voided).

     5. The amount demanded is to be paid in immediately available funds by wire
transfer to [_________________].

     Capitalized terms used herein and not otherwise defined herein shall have
the meanings assigned to them in the Agreement.

     Any Person Who Knowingly And With Intent To Defraud Any Insurance Company
Or Other Person Files An Application For Insurance Or Statement Of Claim
Containing Any Materially False Information, Or Conceals For The Purpose Of
Misleading Information Concerning Any Fact Material Thereof, Commits A
Fraudulent Insurance Act, Which Is A Crime, And Shall Also Be Subject To A Civil
Penalty Not To Exceed Five Thousand Dollars And The Stated Value Of The Claim
For Each Such Violation.

     IN WITNESS WHEREOF, this notice has been executed this [____] day of
[____________], [______].

                  , as Indenture Trustee
- ------------------


By:
    ---------------------------------
    Authorized Officer

                                       2



                                             Exhibit B to Policy Number [______]

[____________________]
[____________________]
[____________________]
Attention: [____________________]

Dear Sirs:

     Reference is made to that certain Policy, Number [______] dated
[__________], 20[__] (the "Policy") which has been issued by
[____________________] in favor of [____________________], as Indenture Trustee.

     The undersigned [Name of Transferor] has transferred and assigned (and
hereby confirms to you said transfer and assignment) all of its rights in and
under said Policy to [Name of Transferee] and confirms that [Name of Transferor]
no longer has any rights under or interest in said Policy.

     Transferor and Transferee have indicated on the face of said Policy that it
has been transferred and assigned to Transferee.

     Transferee hereby certifies that it is a duly authorized transferee under
the terms of said Policy and is accordingly entitled, upon presentation of the
document(s) called for therein, to receive payment thereunder.

- -------------------------------------
[Name of Transferor]


By:
    ---------------------------------
    [Name and Title of
    Authorized Officer of Transferor

- -------------------------------------
[Name of Transferee]


By:
    ---------------------------------
    [Name and Title of
    Authorized Officer of Transferee]



                                             Exhibit C to Policy Number [______]

[____________________]
[____________________]
[____________________]
Attention: [____________________]

Dear Sirs:

     Reference is made to that certain Policy, Number [______] dated
[__________], 20[__] (the "Policy"), issued by the Insurer in favor of the
Indenture Trustee under the Indenture dated as of [__________], 20[__] between
CarMax Auto Owner Trust 20[__]-[__] and [____________________], as indenture
trustee (the "Indenture Trustee") (the "Agreement").

     The undersigned hereby certifies and confirms that the Agreement and the
Trust have been terminated, with respect to the Noteholders and the
Certificateholders, pursuant to their terms and that the Collection Account
contains sufficient funds after taking into account all payments [         ] to
pay in full all payments due under presently outstanding Notes and Certificates
(referred to in said Policy) and to pay in full all payments due to the Insurer
under the Agreement and the Insurance and Reimbursement Agreement dated as of
[__________], 20[__] among CarMax Auto Superstores, Inc., individually, as
Seller and as Servicer, CarMax Auto Funding LLC and the Insurer. Accordingly,
said Policy is hereby terminated in accordance with its terms. The Indenture
Trustee hereby surrenders the Policy to the Insurer for cancellation and hereby
instructs the Insurer to cancel the same, effective on the date of its receipt
of this certificate.

     Capitalized terms used herein and not otherwise defined herein shall have
the meanings assigned to them in the Agreement.

     IN WITNESS WHEREOF, this notice has been executed this [__] day of
[__________], [____].

[____________________], as Indenture Trustee


By:
    ---------------------------------
            Authorized Officer

                                       2



                                             Exhibit D to Policy Number [______]

                               Form of Assignment

     Reference is made to that certain Policy No. [______], dated [__________],
20[__] (the "Policy") issued by [____________________] (the "Insurer") relating
to the CarMax Auto Owner Trust 20[__]-[__]. Unless otherwise defined herein,
capitalized terms used in this Assignment shall have the meanings assigned
thereto in the Policy or as incorporated by reference therein. In connection
with the Avoided Payment of [$_______________] [paid on __________] [which is
being paid on the date hereof] by the undersigned (the "Holder") and the payment
by the Insurer in respect of such Avoided Payment pursuant to the Policy, the
Holder hereby irrevocably and unconditionally, without recourse, representation
or warranty (except as provided below), sells, assigns, transfers, conveys and
delivers all of such Holder's rights, title and interest in and to any rights or
claims, whether accrued, contingent or otherwise, which the Holder now has or
may hereafter acquire, against any person relating to, arising out of or in
connection with such Avoided Payment. The Holder represents and warrants that
such claims and rights are free and clear of any lien or encumbrance created or
incurred by such Holder./1/

- -------------------------------------
Holder of Note or Certificate

- ----------
     /1/ In the event that the terms of this form of assignment are reasonably
determined to be insufficient solely as a result of a change of law or
applicable rules after the date of the Policy to fully vest all of the Holder's
right, title and interest in such rights and claims, the Holder and the Insurer
shall agree on such other form as is reasonably necessary to effect such
assignment, which assignment shall be without recourse, representation or
warranty except as provided above.

EX-5.1

Exhibit 5.1 - Opinion of McGuireWoods LLP - Legality

                        [LETTERHEAD OF MCGUIREWOODS LLP]

                               September 26, 2003

CarMax Auto Funding LLC
4900 Cox Road
Glen Allen, Virginia  23060

                             CarMax Auto Funding LLC
               Registration Statement on Form S-3 (No. 333-107925)
               ---------------------------------------------------

Ladies and Gentlemen:

                  We have acted as special counsel for CarMax Auto Funding LLC,
a Delaware limited liability company (the "Company"), in connection with the
above-captioned registration statement (such registration statement, together
with the exhibits and any amendments thereto, the "Registration Statement"),
filed by the Company with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Act"), on August 13, 2003, in
connection with the registration by the Company of Asset Backed Notes (the
"Notes") and Asset Backed Certificates (the "Certificates"). As described in the
Registration Statement, the Notes and the Certificates will be issued from time
to time in series, with each series being issued by a trust (each, a "Trust") to
be formed by the Company pursuant to a Trust Agreement (each, a "Trust
Agreement") between the Company and a trustee designated therein. Each series of
Notes will be issued pursuant to an Indenture (the "Indenture") between the
related Trust and an indenture trustee designated therein. Each series of
Certificates will be issued pursuant to the related Trust Agreement.

                  In connection with our engagement, we have examined and relied
upon the Registration Statement, including the form of prospectus and the two
forms of prospectus supplement included therein (collectively, the
"Prospectus"), the two forms of Indenture attached as exhibits thereto and such
other documents as we have deemed necessary for purposes of this opinion.

                  We express no opinion as to the laws of any jurisdiction other
than the Commonwealth of Virginia, the State of New York and the laws of the
United States of America.

                  Based upon and subject to the forgoing, we are of the opinion
that, when the Notes of a series have been duly executed and authenticated in
accordance with the terms of the related Indenture and have been delivered and
sold as contemplated by the Registration Statement, the Notes will be legally
issued and will constitute valid and legally binding obligations of the related
Trust, enforceable against such Trust in accordance with their terms, except
that such enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, fraudulent conveyance, moratorium, receivership, conservatorship
and similar laws relating to or affecting creditors' rights generally from time
to time in effect and by equitable principles of general applicability
(regardless of whether such enforceability is considered in a proceeding in
equity or at law).

                  We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to the references to McGuireWoods LLP under
the headings "Material Federal Income Tax Consequences" and "Legal Opinions" in
the Prospectus. We do not admit by giving this consent that we are in the
category of persons whose consent is required under Section 7 of the Act.

                                           Very truly yours,

                                           /s/ MCGUIREWOODS LLP

EX-5.2

Exhibit 5.2 - Opinion of Richards, Layton & Finger, P.A. - Legality

                 [LETTERHEAD OF RICHARDS, LAYTON & FINGER, P.A.]

                               September 26, 2003

CarMax Auto Funding LLC
4900 Cox Road, Suite 200
Glen Allen, Virginia 23060

          Re: CarMax Auto Funding LLC
              Registration Statement on Form S-3 (File No. 333-107925)

Ladies and Gentlemen:

          We have acted as special Delaware counsel for CarMax Auto Funding LLC
(the "Registrant") in connection with the Registration Statement on Form S-3,
filed with the Securities and Exchange Commission (the "SEC") on August 13, 2003
(File No. 333-107925), as amended by the First Amendment to the Registration
Statement, filed with the SEC on or about September 26, 2003 (collectively, the
"Registration Statement"), under the Securities Act of 1933, as amended (the
"Act"), for the registration under the Act of up to $3,200,000,000 aggregate
principal amount of Asset Backed Certificates (the "Certificates") and Asset
Backed Notes. Each series of Certificates may be issued pursuant to a trust
agreement (the "Trust Agreement") among a trustee named in the related
prospectus supplement, the Registrant and another entity named in such
prospectus supplement. This opinion is being delivered to you at your request.

          For purposes of giving the opinions hereinafter set forth, our
examination of documents has been limited to the examination of originals or
copies of the Registration Statement, including (a) the form of Trust Agreement
attached thereto as Exhibit 4.1.1 (including the form of Certificate of Trust
attached thereto (the "Non-Insured Certificate of Trust") and including the form
of Certificates attached thereto) and (b) the form of Trust Agreement for
Insured Offerings attached thereto as Exhibit 4.1.2 (including the form of
Certificate of Trust attached thereto (the "Insured Certificate of Trust" and
the Non-Insured Certificate of Trust, each a "Certificate of Trust") and the
form of Certificates attached thereto) (the Trust Agreement identified in item
(a) or item (b), as applicable, being referred to as the "Trust Agreement" and
the Certificates identified in items (a) and (b), as applicable, being referred
to as the "Certificates").



CarMax Auto Funding LLC
September 26, 2003
Page 2

          Initially capitalized terms used herein and not otherwise defined are
used as defined in the Trust Agreements.

          For purposes of this opinion, we have not reviewed any documents other
than the documents listed above, which we believe are all the documents
reasonably necessary for us to have considered for purposes of rendering the
opinions stated herein, and we have assumed that there exists no provision in
any document that we have not reviewed that bears upon or is inconsistent with
the opinions stated herein. We have conducted no independent factual
investigation of our own but rather have relied solely upon the foregoing
documents, the statements and information set forth therein and the additional
matters recited or assumed herein, all of which we have assumed to be true,
complete and accurate in all material respects. We have not participated in the
preparation of the Registration Statement and assume no responsibility for its
contents.

          This opinion is limited to the laws of the State of Delaware
(excluding the securities laws of the State of Delaware), and we have not
considered and express no opinion on the laws of any other jurisdiction,
including federal laws and rules and regulations relating thereto. Our opinions
are rendered only with respect to Delaware laws and rules, regulations and
orders thereunder which are currently in effect.

          Based upon the foregoing, and upon our examination of such questions
of law and statutes of the State of Delaware as we have considered necessary or
appropriate, and subject to the assumptions, qualifications, limitations and
exceptions set forth herein, we are of the opinion that:

          1. When each Trust Agreement in respect of which we have participated
as your counsel has been duly completed, executed and delivered, it will
constitute a legal, valid and binding obligation of the Registrant enforceable
in accordance with its terms; and

          2. With respect to the Certificates to be issued by a Delaware
statutory trust pursuant to a Trust Agreement, when (i) the final terms of such
Certificates have been duly established, (ii) the documents relating to the
issuance of such Certificates have each been duly completed, executed and
delivered by the parties thereto substantially in the form filed as an exhibit
to the Registration Statement reflecting the terms established as described
above, (iii) the Certificate of Trust for the related Delaware statutory trust
has been duly executed by the owner trustee and filed with the Office of the
Secretary of State of the State of Delaware, and (iv) such Certificates have
been duly executed and issued by the related Delaware statutory trust and
authenticated by the owner trustee, and delivered to and paid for by the
purchasers thereof, all in accordance with the terms and conditions of the
related Transaction Documents and in the manner described in the Registration
Statement, such Certificates will be legally and validly issued, fully-paid and
non-assessable beneficial interests in the Trust and the holders of such
Certificates will be entitled to the benefits provided by the Trust Agreement
pursuant to which such Certificates were issued. We note that the holders of
such Certificates may be obligated to make certain payments as set forth in the
Trust Agreements.



CarMax Auto Funding LLC
September 26, 2003
Page 3

          The foregoing opinions regarding enforceability are subject to (i)
applicable bankruptcy, insolvency, moratorium, reorganization, receivership,
fraudulent conveyance and similar laws relating to or affecting the rights and
remedies of creditors generally, (ii) principles of equity, including applicable
law with respect to fiduciary duties (regardless of whether considered and
applied in a proceeding in equity or at law) and (iii) the effect of applicable
public policy on the enforceability of provisions relating to indemnification or
contribution.

          We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm under the heading
"Legal Opinions" in the Prospectus Supplement forming a part of the Registration
Statement. In giving the foregoing consents, we do not thereby admit that we
come within the category of Persons whose consent is required under Section 7 of
the Act, or the rules and regulations of the Securities and Exchange Commission
thereunder with respect to any part of the Registration Statement, including
this exhibit.

                                        Very truly yours,


                                        /s/ RICHARDS, LAYTON & FINGER, P.A.

EX-8.1

Exhibit 8.1 - Opinion of McGuireWoods LLP - Tax

                        [LETTERHEAD OF MCGUIREWOODS LLP]

                               September 26, 2003

CarMax Auto Funding LLC
4900 Cox Road
Glen Allen, Virginia  23060

                             CarMax Auto Funding LLC
               Registration Statement on Form S-3 (No. 333-107925)
               ---------------------------------------------------

Ladies and Gentlemen:

                  We have acted as special federal tax counsel for CarMax Auto
Funding LLC, a Delaware limited liability company (the "Company"), in connection
with the above-captioned registration statement (such registration statement,
together with the exhibits and any amendments thereto, the "Registration
Statement"), filed by the Company with the Securities and Exchange Commission
under the Securities Act of 1933, as amended (the "Act"), on August 13, 2003, in
connection with the registration by the Company of Asset Backed Notes (the
"Notes") and Asset Backed Certificates (the "Certificates"). As described in the
Registration Statement, the Notes and the Certificates will be issued from time
to time in series, with each series being issued by a trust (each, a "Trust") to
be formed by the Company pursuant to a Trust Agreement (each, a "Trust
Agreement") between the Company and a trustee designated therein. Each series of
Notes will be issued pursuant to an Indenture (the "Indenture") between the
related Trust and an indenture trustee designated therein. Each series of
Certificates will be issued pursuant to the related Trust Agreement.

                  In connection with our engagement, we have examined and relied
upon the Registration Statement, including the form of prospectus and the two
forms of prospectus supplement included therein (collectively, the
"Prospectus"), the form of Trust Agreement attached as an exhibit thereto, the
form of Indenture attached as an exhibit thereto and such other documents as we
have deemed necessary for purposes of this opinion.

                  The opinion expressed herein is based upon the Internal
Revenue Code of 1986, as amended, administrative rulings, judicial decisions,
proposed, temporary and final Treasury regulations and other applicable
authorities. The statutory provisions, regulations and interpretations upon
which such opinion is based are subject to change, and such changes could apply
retroactively. In addition, there can be no assurance that positions contrary to
those stated in such opinion will not be asserted by the Internal Revenue
Service.

                  Based upon and subject to the forgoing, we are of the opinion
that the statements set forth under the headings "Summary - Tax Status" and
"Material Federal Income Tax Consequences" in the Prospectus, insofar as such
statements constitute matters of law or legal conclusions with respect thereto
and except to the extent qualified therein, accurately describe the material
federal income tax consequences to the holders of the Notes and the
Certificates. We hereby confirm and adopt as our opinions the opinions expressly
set forth under such headings.

                  We note that the Prospectus does not relate to an actual
transaction. As a result, the descriptions of federal income tax consequences
referred to above may be modified in the context of an actual transaction.

                  We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to the reference to McGuireWoods LLP under the
heading "Material Federal Income Tax Consequences" in the Prospectus. We do not
admit by giving this consent that we are in the category of persons whose
consent is required under Section 7 of the Act.

                                           Very truly yours,

                                           /s/ MCGUIREWOODS LLP

EX-10.1.1

Exhibit 10.1.1 - Form of Sale and Servicing Agreement


                      CARMAX AUTO OWNER TRUST 20[__]-[__],
                                   as Issuer,

                            CARMAX AUTO FUNDING LLC,
                                  as Depositor,

                                       and

                         CARMAX AUTO SUPERSTORES, INC.,
                                   as Servicer

                                   ----------

                          SALE AND SERVICING AGREEMENT
                        Dated as of [__________], 20[__]

                                   ----------



                                TABLE OF CONTENTS

                                                                            Page

                                    ARTICLE I
                                   DEFINITIONS

SECTION 1.1     Definitions................................................... 1
SECTION 1.2     Other Definitional Provisions................................ 16

                                   ARTICLE II
                                 TRUST PROPERTY

SECTION 2.1     Conveyance of Trust Property................................. 17
SECTION 2.2     Representations and Warranties of the Seller as to the
                Receivables..................................................
SECTION 2.3     Representations and Warranties of the Depositor as to the
                Receivables..................................................
SECTION 2.4     Repurchase by Depositor upon Breach.......................... 18
SECTION 2.5     Custody of Receivable Files.................................. 22
SECTION 2.6     Duties of Servicer as Custodian.............................. 23
SECTION 2.7     Instructions; Authority to Act............................... 24
SECTION 2.8     Indemnification of the Custodian............................. 24
SECTION 2.9     Effective Period and Termination............................. 25

                                   ARTICLE III
                 ADMINISTRATION AND SERVICING OF RECEIVABLES AND
                              OTHER TRUST PROPERTY

SECTION 3.1     Duties of Servicer........................................... 25
SECTION 3.2     Collection and Allocation of Receivable Payments............. 26
SECTION 3.3     Realization upon Receivables................................. 26
SECTION 3.4     Physical Damage Insurance.................................... 27
SECTION 3.5     Maintenance of Security Interests in Financed Vehicles....... 27
SECTION 3.6     Amendment of Receivable Terms................................ 27
SECTION 3.7     Purchase by Servicer upon Breach............................. 27
SECTION 3.8     Servicing Compensation....................................... 28
SECTION 3.9     Servicer's Certificate....................................... 28
SECTION 3.10    Annual Statement as to Compliance; Notice of Event of
                Servicing Termination........................................ 28
SECTION 3.11    Annual Independent Certified Public Accountants' Reports..... 29
SECTION 3.12    Access to Certain Documentation and Information Regarding
                Receivables.................................................. 30
SECTION 3.13    Reports to the Commission.................................... 30
SECTION 3.14    Reports to Rating Agencies................................... 30

                                       i



                                   ARTICLE IV
                  DISTRIBUTIONS; RESERVE ACCOUNT; STATEMENTS TO
                       NOTEHOLDERS AND CERTIFICATEHOLDERS

SECTION 4.1     Accounts..................................................... 30
SECTION 4.2     Collections.................................................. 32
SECTION 4.3     Application of Collections................................... 32
SECTION 4.4     Simple Interest Advances and Unreimbursed Servicer
                Advances..................................................... 33
SECTION 4.5     Additional Deposits.......................................... 33
SECTION 4.6     Determination Date Calculations; Application of
                Available Funds.............................................. 33
SECTION 4.7     Reserve Account.............................................. 34
SECTION 4.8     Net Deposits................................................. 36
SECTION 4.9     Statements to Noteholders and Certificateholders............. 36
SECTION 4.10    Control of Securities Accounts............................... 37

                                    ARTICLE V
                                   [RESERVED]

                                   ARTICLE VI
                                  THE DEPOSITOR

SECTION 6.1     Representations and Warranties of Depositor.................. 38
SECTION 6.2     Liability of Depositor; Indemnities.......................... 39
SECTION 6.3     Merger or Consolidation of, or Assumption of the
                Obligations of, Depositor.................................... 40
SECTION 6.4     Limitation on Liability of Depositor and Others.............. 41
SECTION 6.5     Depositor May Own Notes or Certificates...................... 41
SECTION 6.6     [RESERVED]................................................... 41
SECTION 6.7     Certain Limitations.......................................... 42

                                   ARTICLE VII
                                  THE SERVICER

SECTION 7.1     Representations and Warranties of Servicer................... 43
SECTION 7.2     Liability of Servicer; Indemnities........................... 44
SECTION 7.3     Merger or Consolidation of, or Assumption of the
                Obligations of, Servicer..................................... 46
SECTION 7.4     Limitation on Liability of Servicer and Others............... 46
SECTION 7.5     Delegation of Duties......................................... 47
SECTION 7.6     Servicer Not to Resign....................................... 47
SECTION 7.7     Servicer May Own Notes or Certificates....................... 47

                                  ARTICLE VIII
                              SERVICING TERMINATION

SECTION 8.1     Events of Servicing Termination.............................. 47
SECTION 8.2     Indenture Trustee to Act; Appointment of Successor
                Servicer..................................................... 49

                                       ii



SECTION 8.3     Effect of Servicing Transfer................................. 50
SECTION 8.4     Notification to Noteholders, Certificateholders and
                Rating Agencies.............................................. 51
SECTION 8.5     Waiver of Past Events of Servicing Termination............... 51
SECTION 8.6     Repayment of Advances........................................ 51

                                   ARTICLE IX
                                   TERMINATION

SECTION 9.1     Optional Purchase of All Receivables......................... 51

                                    ARTICLE X
                            MISCELLANEOUS PROVISIONS

SECTION 10.1    Amendment.................................................... 53
SECTION 10.2    Protection of Title to Trust................................. 54
SECTION 10.3    GOVERNING LAW................................................ 56
SECTION 10.4    Notices...................................................... 57
SECTION 10.5    Severability of Provisions................................... 57
SECTION 10.6    Assignment................................................... 57
SECTION 10.7    Further Assurances........................................... 57
SECTION 10.8    No Waiver; Cumulative Remedies............................... 57
SECTION 10.9    Third-Party Beneficiaries.................................... 57
SECTION 10.10   Actions by Noteholder or Certificateholders.................. 58
SECTION 10.11   Counterparts................................................. 58
SECTION 10.12   No Bankruptcy Petition....................................... 58
SECTION 10.13   Limitation of Liability of Owner Trustee and
                Indenture Trustee............................................ 58

                                    SCHEDULES

SCHEDULE 1      Receivable Schedule
SCHEDULE 2      Location of Receivable Files

                                    EXHIBITS

EXHIBIT A.      Form of Servicer's Certificate
EXHIBIT B       Form of Statement to Noteholders
EXHIBIT C       Form of Statement to Certificateholders

                                      iii



          SALE AND SERVICING AGREEMENT, dated as of [__________], 20[__] (as
amended, supplemented or otherwise modified and in effect from time to time,
this "Agreement"), among CARMAX AUTO OWNER TRUST 20[__]-[__], a Delaware
statutory trust (the "Trust"), CARMAX AUTO FUNDING LLC, a Delaware limited
liability company (the "Depositor"), and CARMAX AUTO SUPERSTORES, INC., a
Virginia corporation, as servicer (in such capacity, the "Servicer").

          WHEREAS, the Trust desires to purchase certain motor vehicle retail
installment sale contracts originated or acquired by CarMax Auto Superstores,
Inc. in the ordinary course of business and sold to the Depositor as of the date
hereof;

          WHEREAS, the Depositor is willing to sell such contracts to the Trust
as of the date hereof; and

          WHEREAS, the Servicer is willing to service such contracts on behalf
of the Trust;

          NOW, THEREFORE, in consideration of the mutual covenants contained
herein and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:

                                    ARTICLE I
                                   DEFINITIONS

          SECTION 1.1   Definitions. Whenever used in this Agreement, the
following words and phrases, unless the context otherwise requires, whenever
capitalized shall have the following meanings:

          "Additional Note Interest" shall mean, for any Distribution Date and
any Class of Notes, the sum of (i) all accrued but unpaid Monthly Note Interest
for previous Distribution Dates for such Class plus (ii) to the extent permitted
by law, interest on such accrued but unpaid Monthly Note Interest at the Note
Rate applicable to such Class.

          "Additional Servicing Fee" shall mean, for any Collection Period, if a
successor Servicer has been appointed pursuant to Section 8.2, the amount, if
any, by which (i) the compensation payable to such successor Servicer for such
Collection Period exceeds (ii) the Monthly Servicing Fee for such Collection
Period.

          "Affiliate" shall mean, with respect to any Person, any other Person
directly or indirectly controlling, controlled by or under direct or indirect
common control with such Person. For purposes of this definition, "control" when
used with respect to any Person shall mean the power to direct the management
and policies of such Person, directly or indirectly, whether through the
ownership of voting securities, by contract or otherwise.

          "Amount Financed" shall mean, with respect to any Receivable, the
aggregate amount advanced under such Receivable toward the purchase price of the
related Financed Vehicle and any related costs, including accessories, extended
warranty contracts, insurance



premiums and other items customarily financed as part of a motor vehicle retail
installment sale contract.

          "Applicable Tax State" shall mean, as of any date, (i) any State in
which the Owner Trustee maintains the Corporate Trust Office, (ii) any State in
which the Owner Trustee maintains its principal executive offices and (iii) any
State in which the Servicer regularly conducts servicing and collection
activities (other than purely ministerial activities) with respect to a material
portion of the Receivables.

          "APR" shall mean, with respect to any Receivable, the annual
percentage rate of interest stated in such Receivable.

          "Authorized Officer" shall mean, as applicable, (i) any officer within
the Corporate Trust Office of the Indenture Trustee, including any vice
president, assistant vice president, secretary or assistant secretary, or any
financial services officer of the Indenture Trustee customarily performing
functions similar to those performed by any of the above designated officers and
also, with respect to a particular matter, any other officer of the Indenture
Trustee to whom such matter is referred because of such officer's knowledge of
and familiarity with the particular subject or (ii) any officer within the
Corporate Trust Office of the Owner Trustee, including any senior vice
president, vice president, assistant vice president, assistant secretary,
assistant treasurer or trust officer of the Owner Trustee customarily performing
functions similar to those performed by any of the above designated officers and
also, with respect to a particular matter, any other officer of the Owner
Trustee to whom such matter is referred because of such officer's knowledge of
and familiarity with the particular subject.

          "Available Collections" shall mean, for any Distribution Date, (i) all
Obligor payments received with respect to the Receivables during the preceding
Collection Period, (ii) all Liquidation Proceeds received with respect to the
Receivables during the preceding Collection Period, (iii) all interest earned on
funds on deposit in the Collection Account during the preceding Collection
Period, (iv) the aggregate Purchase Amount deposited in the Collection Account
on the Business Day preceding such Distribution Date, (v) all prepayments
received with respect to the Receivables during the preceding Collection Period
attributable to any refunded item included in the Amount Financed (including
amounts received as a result of rebates of extended warranty contract costs and
insurance premiums and proceeds received under physical damage, theft, credit
life and credit disability insurance policies) and (vi) all Simple Interest
Advances deposited into the Collection Account by the Servicer on the Business
Day preceding such Distribution Date; provided, however, that Available
Collections for any Distribution Date shall not include any payments or other
amounts (including Liquidation Proceeds) received with respect to any Purchased
Receivable the Purchase Amount for which was included in Available Collections
for a previous Distribution Date; provided further, that Available Collections
for any Distribution Date shall not include any payments or other amounts
(including Liquidation Proceeds) received with respect to any Receivable to the
extent that the Servicer has made an unreimbursed Simple Interest Advance with
respect to such Receivable and is entitled to reimbursement from such payments
or other amounts pursuant to Section 4.4; and, provided further, that Available
Collections for any Distribution Date shall not include any payments or other
amounts (including Liquidation Proceeds) received with respect to the

                                        2



Receivables that are retained by the Servicer as reimbursement for Unreimbursed
Servicer Advances pursuant to Section 4.4.

          "Available Funds" shall mean, for any Distribution Date, the sum of
(i) the Available Collections for such Distribution Date plus (ii) the Reserve
Account Draw Amount, if any, for such Distribution Date (to the extent deposited
in the Collection Account).

          "Business Day" shall mean any day other than a Saturday, a Sunday or a
day on which banking institutions or trust companies in New York, New York,
Wilmington, Delaware, [____________________] , [____________________] or
Richmond, Virginia are authorized or obligated by law, executive order or
governmental decree to remain closed.

          "CarMax" shall mean CarMax Auto Superstores, Inc., a Virginia
corporation, and its successors and assigns.

          "CarMax Fiscal Year" shall mean the period commencing on March 1 of
any year and ending on February 28 (or February 29, if applicable) of the
following year.

          "CarMax Funding" shall mean CarMax Auto Funding LLC, a Delaware
limited liability company, and its successors and assigns.

          "Certificate" shall have the meaning specified in the Trust Agreement.

          "Certificate Payment Account" shall mean the account established and
maintained as such pursuant to Section 4.1(c).

          "Certificate Percentage Interest" shall mean, with respect to a
Certificate, the percentage specified on such Certificate as the Certificate
Percentage Interest, which percentage represents the beneficial interest of such
Certificate in the Issuer. The initial Certificate Percentage Interest held by
the Seller shall be 100%.

          "Certificateholder" shall have the meaning specified in the Trust
Agreement.

          "Class" shall mean a class of Notes, which may be the Class A-1 Notes,
the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes
or the Class C Notes.

          "Class A Notes" shall mean the Class A-1 Notes, the Class A-2 Notes,
the Class A-3 Notes and the Class A-4 Notes.

          "Class A-1 Final Distribution Date" shall mean the [__________] 20[__]
Distribution Date.

          "Class A-1 Monthly Interest" shall mean (i) for the initial
Distribution Date, $[_______________], and (ii) for any Distribution Date
thereafter, the product of (A) the actual number of days elapsed during the
period from and including the preceding Distribution Date to but excluding such
Distribution Date divided by 360, (B) the Class A-1 Rate and (C) the outstanding
principal balance of the Class A-1 Notes as of the preceding Distribution Date
(after

                                        3



giving effect to all payments of principal made to the Holders of the Class A-1
Notes on or before such preceding Distribution Date).

          "Class A-1 Notes" shall mean the [____]% Class A-1 Asset-Backed Notes
issued by the Trust pursuant to the Indenture in the initial aggregate principal
amount of $[_______________].

          "Class A-1 Rate" shall mean [____]% per annum.

          "Class A-2 Final Distribution Date" shall mean the [__________] 20[__]
Distribution Date.

          "Class A-2 Monthly Interest" shall mean (i) for the initial
Distribution Date, $[_______________], and (ii) for any Distribution Date
thereafter, one-twelfth of the product of (A) the Class A-2 Rate and (B) the
outstanding principal balance of the Class A-2 Notes as of the preceding
Distribution Date (after giving effect to all payments of principal made to the
Holders of the Class A-2 Notes on or before such preceding Distribution Date).

          "Class A-2 Notes" shall mean the [____]% Class A-2 Asset-Backed Notes
issued by the Trust pursuant to the Indenture in the initial aggregate principal
amount of $[_______________].

          "Class A-2 Rate" shall mean [____]% per annum.

          "Class A-3 Final Distribution Date" shall mean the [__________] 20[__]
Distribution Date.

          "Class A-3 Monthly Interest" shall mean (i) for the initial
Distribution Date, $[_______________], and (ii) for any Distribution Date
thereafter, one-twelfth of the product of (A) the Class A-3 Rate and (B) the
outstanding principal balance of the Class A-3 Notes as of the preceding
Distribution Date (after giving effect to all payments of principal made to the
Holders of the Class A-3 Notes on or before such preceding Distribution Date).

          "Class A-3 Notes" shall mean the [____]% Class A-3 Asset-Backed Notes
issued by the Trust pursuant to the Indenture in the initial aggregate principal
amount of $[_______________].

          "Class A-3 Rate" shall mean [____]% per annum.

          "Class A-4 Final Distribution Date" shall mean the [__________] 20[__]
Distribution Date.

          "Class A-4 Monthly Interest" shall mean (i) for the initial
Distribution Date, $[_______________], and (ii) for any Distribution Date
thereafter, one-twelfth of the product of (A) the Class A-4 Rate and (B) the
outstanding principal balance of the Class A-4 Notes as of the preceding
Distribution Date (after giving effect to all payments of principal made to the
Holders of the Class A-4 Notes on or before such preceding Distribution Date).

                                        4



          "Class A-4 Notes" shall mean the [____]% Class A-4 Asset-Backed Notes
issued by the Trust pursuant to the Indenture in the initial aggregate principal
amount of $[_______________].

          "Class A-4 Rate" shall mean [____]% per annum.

          "Class B Final Distribution Date" shall mean the [__________] 20[__]
Distribution Date.

          "Class B Monthly Interest" shall mean (i) for the initial Distribution
Date, $[_______________], and (ii) for any Distribution Date thereafter,
one-twelfth of the product of (A) the Class B Rate and (B) the outstanding
principal balance of the Class B Notes as of the preceding Distribution Date
(after giving effect to all payments of principal made to the Holders of the
Class B Notes on or before such preceding Distribution Date).

          "Class B Notes" shall mean the [____]% Class B Asset-Backed Notes
issued by the Trust pursuant to the Indenture in the initial aggregate principal
amount of $[_______________].

          "Class B Rate" shall mean [____]% per annum.

          "Class C Final Distribution Date" shall mean the [__________] 20[__]
Distribution Date.

          "Class C Monthly Interest" shall mean (i) for the initial Distribution
Date, $[_______________], and (ii) for any Distribution Date thereafter,
one-twelfth of the product of (A) the Class C Rate and (B) the outstanding
principal balance of the Class C Notes as of the preceding Distribution Date
(after giving effect to all payments of principal made to the Holders of the
Class C Notes on or before such preceding Distribution Date).

          "Class C Notes" shall mean the [____]% Class C Asset-Backed Notes
issued by the Trust pursuant to the Indenture in the initial aggregate principal
amount of $[_______________].

          "Class C Rate" shall mean [____]% per annum.

          "Closing Date" shall mean [__________], 20[__]. "Collection Account"
shall mean the account established and maintained as such pursuant to Section
4.1(a).

          "Collection Period" shall mean each calendar month during the term of
this Agreement or, in the case of the initial Collection Period, the period from
but excluding the Cutoff Date to and including [__________], 20[__].

          "Commission" shall mean the Securities and Exchange Commission, and
its successors.

                                        5



          "Computer Tape" shall mean any computer tape or compact disk generated
by the Seller which provides information relating to the Receivables and which
was used by the Seller in selecting the Receivables sold to the Depositor under
the Receivables Purchase Agreement on the Closing Date.

          "Controlling Class" shall mean the Class A Notes so long as any Class
A Notes are Outstanding, and thereafter the Class B Notes so long as any Class B
Notes are Outstanding, and thereafter the Class C Notes as long as any Class C
Notes are Outstanding.

          "Corporate Trust Office" shall mean, as applicable, (i) the principal
office of the Indenture Trustee at which at any particular time its corporate
trust business shall be administered, which office at the date of the execution
of this Agreement is located at [____________________], [____________________],
Attention: [____________________], or at such other address as the Indenture
Trustee may designate from time to time by notice to the Noteholders, the Owner
Trustee, the Depositor, the Seller and the Servicer, or the principal corporate
trust office of any successor Indenture Trustee at the address designated by
such successor Indenture Trustee by notice to the Noteholders, the Owner
Trustee, the Depositor, the Seller and the Servicer or (ii) the principal office
of the Owner Trustee at which at any particular time its corporate trust
business shall be administered, which office at the date of the execution of
this Agreement is located at [____________________], [____________________],
Attention: [____________________], or at such other address as the Owner Trustee
may designate from time to time by notice to the Certificateholders, the
Indenture Trustee, the Depositor, the Seller and the Servicer, or the principal
corporate trust office of any successor Owner Trustee at the address designated
by such successor Owner Trustee by notice to the Certificateholders, the
Indenture Trustee, the Depositor, the Seller and the Servicer.

          "Cutoff Date" shall mean [__________], 20[__].

          "Defaulted Receivable" shall mean a Receivable as to which (i) any
payment, or any part of any payment, due under such Receivable has become 120
days or more delinquent (whether or not the Servicer has repossessed the related
Financed Vehicle), (ii) the Servicer has repossessed and sold the related
Financed Vehicle or (iii) the Servicer has determined in accordance with its
customary practices that such Receivable is uncollectible; provided, however,
that a Receivable shall not be classified as a Defaulted Receivable until the
last day of the Collection Period during which one of the foregoing events first
occurs; and, provided further, that a Purchased Receivable shall not be deemed
to be a Defaulted Receivable.

          "Depositor" shall mean CarMax Funding.

          "Determination Date" shall mean the sixth day preceding each
Distribution Date or, if such sixth day is not a Business Day, the following
Business Day, commencing on [__________], 20[__].

          "Distribution Date" shall mean the 15th day of each month or, if such
15th day is not a Business Day, the following Business Day, commencing on
[__________], 20[__].

          "Eligible Institution" shall mean (i) the corporate trust department
of the Indenture Trustee or the Owner Trustee or (ii) any other depository
institution organized under

                                        6



the laws of the United States of America or any State or incorporated under the
laws of a foreign jurisdiction with a branch or agency located in the United
States of America or any State qualified to take deposits and subject to
supervision and examination by federal or state banking authorities which at all
times has either a long-term unsecured debt rating of at least Baa3 from Moody's
or a long-term unsecured debt rating, a short-term unsecured debt rating or a
certificate of deposit rating acceptable to Moody's and whose deposits are
insured by the Federal Deposit Insurance Corporation; provided, however, that
(A) the commercial paper, short-term debt obligations or other short-term
deposits of the depository institution described in clause (ii) above must be
rated at least Prime-1 by Moody's and at least A-1+ by Standard & Poor's if
deposits are to be held in an account maintained with such depository
institution pursuant to this Agreement for fewer than 30 days and (B) the
long-term unsecured debt obligations of the depository institution described in
clause (ii) above must be rated at least AA- by Standard & Poor's if deposits
are to be held in an account maintained with such depository institution
pursuant to this Agreement for more than 30 days.

          "Eligible Servicer" shall mean a Person which, at the time of its
appointment as Servicer, (i) has a net worth of not less than $50,000,000, (ii)
is servicing a portfolio of motor vehicle retail installment sale contracts
and/or motor vehicle loans, (iii) is legally qualified, and has the capacity, to
service the Receivables, (iv) has demonstrated the ability to service a
portfolio of motor vehicle retail installment sale contracts and/or motor
vehicle loans similar to the Receivables professionally and competently in
accordance with standards of skill and care that are consistent with prudent
industry standards and (v) is qualified and entitled to use pursuant to a
license or other written agreement, and agrees to maintain the confidentiality
of, the software which the Servicer uses in connection with performing its
duties and responsibilities under this Agreement or obtains rights to use, or
develops at its own expense, software which is adequate to perform its duties
and responsibilities under this Agreement.

          "ERISA" shall mean the Employee Retirement Income Security Act of
1974, as amended.

          "Event of Servicing Termination" shall mean an event specified in
Section 8.1.

          "Excess Collections" shall have the meaning specified in Section
2.8(a)(ix) of the Indenture.

          "Final Scheduled Maturity Date" shall mean the [__________] 20[__]
Distribution Date.

          "Financed Vehicle" shall mean a new or used motor vehicle, together
with all accessions thereto, securing an Obligor's indebtedness under a
Receivable.

          "Holder" shall mean a Noteholder or a Certificateholder, as the case
may be.

          "Indenture" shall mean the Indenture, dated as of [__________],
20[__], between the Trust and the Indenture Trustee, as amended, supplemented or
otherwise modified and in effect from time to time.

                                        7



          "Indenture Trustee" shall mean [____________________], a
[____________________], not in its individual capacity but solely as Indenture
Trustee under the Indenture, and any successor Indenture Trustee under the
Indenture.

          "Initial Note Balance" shall mean, as the context may require, (i)
with respect to all of the Notes, $[_______________], or (ii) with respect to
any Note, an amount equal to the initial denomination of such Note.

          "Initial Reserve Account Deposit" shall mean $[_______________].

          "Insolvency Event" shall mean, with respect to any Person, (i) the
making by such Person of a general assignment for the benefit of creditors, (ii)
the filing by such Person of a voluntary petition in bankruptcy, (iii) such
Person being adjudged bankrupt or insolvent, or having had entered against such
Person an order for relief in any bankruptcy or insolvency proceeding, (iv) the
filing by such Person of a petition or answer seeking reorganization,
arrangement, composition, readjustment, liquidation, dissolution or similar
relief under any statute, law or regulation, (v) the filing by such Person of an
answer or other pleading admitting or failing to contest the material
allegations of a petition filed against such Person in any proceeding specified
in clause (vii) below, (vi) seeking, consenting to or acquiescing in the
appointment of a trustee, receiver or liquidator of such Person or of all or any
substantial part of the assets of such Person or (vii) the failure to obtain
dismissal within 60 days of the commencement of any proceeding against such
Person seeking reorganization, arrangement, composition, readjustment,
liquidation, dissolution or similar relief under any statute, law or regulation,
or the entry of any order appointing a trustee, liquidator or receiver of such
Person of all or any substantial portion of the assets of such Person.

          "Lien" shall mean a security interest, lien, charge, pledge, equity or
encumbrance of any kind, other than tax liens, mechanics' or materialmen's
liens, judicial liens and any liens that may attach to a Financed Vehicle by
operation of law.

          "Liquidation Proceeds" shall mean all amounts received by the Servicer
with respect to any Defaulted Receivable, net of the sum of (i) any expenses
incurred by the Servicer in connection with collection of such Receivable and
the disposition of the related Financed Vehicle (to the extent determinable by
the Servicer and not previously reimbursed) plus (ii) any amounts required by
law to be remitted to the related Obligor.

          "Monthly Note Interest" shall mean, for any Distribution Date, the sum
of the Class A-1 Monthly Interest, the Class A-2 Monthly Interest, the Class A-3
Monthly Interest, the Class A-4 Monthly Interest, the Class B Monthly Interest
and the Class C Monthly Interest, in each case for such Distribution Date.

          "Monthly P&I" shall mean, with respect to any Receivable, the amount
of each monthly installment of principal and interest payable with respect to
such Receivable in accordance with the terms thereof, exclusive of any charges
allocable to the financing of any insurance premium and charges which represent
late payment charges or extension fees.

          "Monthly Remittance Condition" shall have the meaning specified in
Section 4.2.

                                        8



          "Monthly Servicing Fee" shall mean, for any Collection Period, the fee
payable to the Servicer on the following Distribution Date for services rendered
during such Collection Period as determined pursuant to Section 3.8.

          "Moody's" shall mean Moody's Investors Service, Inc., and its
successors.

          "Motor Vehicle Receivables" shall have the meaning specified in
Section 6.7(a).

          "Net Losses" shall mean, with respect to any Collection Period, the
excess, if any, of (i) the aggregate Principal Balance of all Receivables that
became Defaulted Receivables during such Collection Period over (ii) the
aggregate Liquidation Proceeds received by the Servicer during such Collection
Period.

          "Note Balance" shall mean, at any time, as the context may require,
(i) with respect to all of the Notes, an amount equal to, initially, the Initial
Note Balance and, thereafter, an amount equal to the Initial Note Balance as
reduced from time to time by all amounts allocable to principal previously
distributed to the Noteholders or (ii) with respect to any Note, an amount equal
to, initially, the initial denomination of such Note and, thereafter, an amount
equal to such initial denomination as reduced from time to time by all amounts
allocable to principal previously distributed in respect of such Note; provided,
however, that in determining whether the Holders of Notes evidencing the
requisite percentage of the Note Balance have given any request, demand,
authorization, direction, notice, consent or waiver hereunder or under any other
Transaction Document, Notes owned by the Trust, any other obligor upon the
Notes, the Depositor, the Seller, the Servicer or any Affiliate of any of the
foregoing Persons shall be disregarded and deemed to be excluded from the Note
Balance (unless such Persons own 100% of the Note Balance), except that, in
determining whether the Indenture Trustee or the Owner Trustee shall be
protected in relying on any such request, demand, authorization, direction,
notice, consent or waiver, only Notes that a Responsible Officer of the
Indenture Trustee or the Owner Trustee, as applicable, knows to be so owned
shall be so disregarded; and, provided further, that Notes that have been
pledged in good faith may be regarded as included in the Note Balance if the
pledgee establishes to the satisfaction of the Indenture Trustee or the Owner
Trustee, as applicable, the pledgee's right so to act with respect to such Notes
and that the pledgee is not the Trust, any other obligor upon the Notes, the
Depositor, the Seller, the Servicer or any Affiliate of any of the foregoing
Persons.

          "Note Final Distribution Date" shall mean, as applicable, the Class
A-1 Final Distribution Date, the Class A-2 Final Distribution Date, the Class
A-3 Final Distribution Date, the Class A-4 Final Distribution Date, the Class B
Final Distribution Date or the Class C Final Distribution Date.

          "Note Payment Account" shall mean the account established and
maintained as such pursuant to Section 4.1(b).

          "Note Pool Factor" shall mean, with respect to any Class of Notes as
of any Distribution Date, a seven-digit decimal figure equal to the outstanding
principal balance of such Class as of such Distribution Date (after giving
effect to any reductions of such outstanding

                                        9



principal balance to be made on such Distribution Date) divided by the original
outstanding principal balance of such Class.

          "Note Rate" shall mean, in the case of the Class A-1 Notes, the Class
A-1 Rate, in the case of the Class A-2 Notes, the Class A-2 Rate, in the case of
the Class A-3 Notes, the Class A-3 Rate, in the case of the Class A-4 Notes, the
Class A-4 Rate, in the case of the Class B Notes, the Class B Rate, and in the
case of the Class C Notes, the Class C Rate.

          "Noteholder" shall mean a Person in whose name a Note is registered on
the Note Register.

          "Obligor" shall mean the purchaser or co-purchasers of a Financed
Vehicle purchased in whole or in part by the execution and delivery of a
Receivable or any other Person who owes or may be liable for payments under a
Receivable.

          "Officer's Certificate" shall mean a certificate signed by the
chairman, the president, any executive vice president, any senior vice
president, any vice president or the treasurer of the Depositor or the Servicer,
as the case may be, and delivered to the Owner Trustee and the Indenture
Trustee.

          "Opinion of Counsel" shall mean one or more written opinions of
counsel who may, except as otherwise expressly provided in this Agreement, be an
employee of, or outside counsel to, the Depositor or the Servicer and who shall
be acceptable to the Indenture Trustee, the Owner Trustee or the Rating
Agencies, as applicable.

          "Overcollateralization Target Amount" shall mean, for any Distribution
Date, [____]% of the Pool Balance as of the last day of the preceding Collection
Period; provided, however, that such amount shall not be less than
$[_______________].

          "Owner Trust Estate" shall have the meaning specified in the Trust
Agreement.

          "Owner Trustee" shall mean [____________________], a
[____________________], not in its individual capacity but solely as Owner
Trustee under the Trust Agreement, and any successor Owner Trustee under the
Trust Agreement.

          "Permitted Investments" shall mean, on any date of determination,
book-entry securities, negotiable instruments or securities represented by
instruments in bearer or registered form which evidence:

               (i)    direct obligations of, and obligations fully guaranteed
     by, the United States of America or any agency or instrumentality thereof
     the obligations of which are backed by the full faith and credit of the
     United States of America;

               (ii)   demand deposits, time deposits, bankers' acceptances or
     certificates of deposit of any depository institution or trust company
     incorporated under the laws of the United States of America or any State
     (or any domestic branch of a foreign bank) and subject to supervision and
     examination by federal or state banking or depository institution
     authorities; provided, however, that such investment shall not have an 'r'

                                       10



     highlighter affixed to its rating and its terms shall have a predetermined
     fixed dollar amount of principal due at maturity that cannot vary or
     change; and, provided further, that, at the time of the investment, the
     commercial paper or other short-term unsecured debt obligations (other than
     such obligations the rating of which is based on the credit of a Person
     other than such depository institution or trust company) of such depository
     institution or trust company shall have a rating from Standard & Poor's of
     at least A-1+ and from Moody's of at least Prime-1;

               (iii)  repurchase obligations with respect to any security that
     is a direct obligation of, or fully guaranteed by, the United States of
     America or any agency or instrumentality thereof the obligations of which
     are backed by the full faith and credit of the United States of America, in
     either case entered into with a depository institution or trust company
     (acting as principal) described in clause (ii) above;

               (iv)   short-term corporate securities bearing interest or sold
     at a discount issued by any corporation incorporated under the laws of the
     United States of America or any state thereof; provided, however, that such
     investment shall not have an 'r' highlighter affixed to its rating and its
     terms shall have a predetermined fixed dollar amount of principal due at
     maturity that cannot vary or change; and, provided further, that, at the
     time of the investment, the short-term unsecured debt obligations (other
     than such obligations the rating of which is based on the credit of a
     Person other than such corporation) of such corporation shall have a rating
     from Standard & Poor's of at least AAA and from Moody's of at least Aaa;

               (v)    commercial paper having, at the time of the investment, a
     rating from Standard & Poor's of at least A-1+ and from Moody's of at least
     Prime-1; provided, however, that such investment shall not have an 'r'
     highlighter affixed to its rating and its terms shall have a predetermined
     fixed dollar amount of principal due at maturity that cannot vary or
     change;

               (vi)   guaranteed investment contracts issued by an insurance
     company or other corporation as to which the Rating Agency Condition shall
     have been satisfied;

               (vii)  investments in money market funds having a rating from
     Standard & Poor's of at least AAA-m or AAAm-G and from Moody's of at least
     Aaa (including funds for which the Indenture Trustee or the Owner Trustee
     or any of their respective Affiliates is investment manager or advisor);
     and

               (viii) any other investment as to which the Rating Agency
     Condition shall have been satisfied.

          "Person" shall mean a legal person, including any individual,
corporation, estate, partnership, joint venture, association, joint stock
company, limited liability company, limited liability partnership, trust,
unincorporated organization, or government or any agency or political
subdivision thereof, or any other entity of whatever nature.

          "Pool Balance" shall mean, as of the last day of any Collection
Period, the aggregate Principal Balance of the Receivables as of such last day;
provided, however, that if the

                                       11



Receivables are purchased by the Servicer pursuant to Section 9.1(a) or are sold
or otherwise liquidated by the Indenture Trustee following an Event of Default
pursuant to Section 5.4(a) of the Indenture, the Pool Balance shall be deemed to
be zero as of the last day of the Collection Period during which such purchase,
sale or other liquidation occurs.

          "Principal Balance" shall mean, with respect to any Receivable as of
any date, the Amount Financed under such Receivable minus the sum of (i) that
portion of all Scheduled Payments actually received on or prior to such date
allocable to principal using the Simple Interest Method (to the extent
collected) plus (ii) any rebates of extended warranty contract costs or physical
damage, theft, credit life or credit disability insurance premiums included in
the Amount Financed plus (iii) any full or partial prepayment applied to reduce
the unpaid principal balance of such Receivable; provided, however, that (i) the
Principal Balance of a Defaulted Receivable shall be zero as of the last day of
the Collection Period during which it became a Defaulted Receivable and (ii) the
Principal Balance of a Purchased Receivable shall be zero as of the last day of
the Collection Period during which it became a Purchased Receivable.

          "Priority Principal Distributable Amount" shall mean, with respect to
any Distribution Date, the lesser of (i) the Note Balance of the Class A Notes
as of the day preceding such Distribution Date and (ii) the amount necessary to
reduce the Note Balance of the Class A Notes as of the day preceding such
Distribution Date to the Pool Balance as of the last day of the preceding
Collection Period; provided, however, that the Priority Principal Distributable
Amount for each Distribution Date on or after the Note Final Distribution Date
for any Class of Class A Notes shall equal the greater of (i) the amount
otherwise calculated pursuant to this definition and (ii) the outstanding
principal balance of the Class A Notes of such Class as of the day preceding
such Distribution Date.

          "Purchase Amount" shall mean, with respect to any Distribution Date
and any Receivable to be repurchased by the Depositor or purchased by the
Servicer on such Distribution Date, an amount equal to the sum of (i) the
Principal Balance of such Receivable plus (ii) the amount of accrued but unpaid
interest on such Principal Balance at the related APR to but excluding such
Distribution Date.

          "Purchased Receivable" shall mean a Receivable as to which payment of
the Purchase Amount has been made by the Depositor pursuant to Section 2.4 or by
the Servicer pursuant to Section 3.7 or 9.1.

          "Rating Agencies" shall mean Moody's and Standard & Poor's and their
respective successors; provided, however, that if no such organization or
successor is any longer in existence, Rating Agency shall mean a nationally
recognized statistical rating organization or other comparable Person designated
by the Trust, notice of which designation shall have been given to the Indenture
Trustee, the Owner Trustee and the Servicer.

          "Rating Agency Condition" shall mean, with respect to any action, that
each Rating Agency shall have been given prior notice of such action and shall
have notified the Depositor, the Seller, the Servicer, the Indenture Trustee and
the Owner Trustee in writing that such action will not result in a reduction or
withdrawal of the then current rating assigned by such Rating Agency to any
Class of Notes.

                                       12



          "Receivable" shall mean a motor vehicle retail installment sale
contract identified on the Receivable Schedule (as such contract may be amended,
supplemented or otherwise modified and in effect from time to time).

          "Receivable File" shall mean, with respect to any Receivable, the
electronic entries, documents, instruments and writings with respect to such
Receivable specified in Section 2.5.

          "Receivable Schedule" shall mean the list identifying the Receivables
attached as Schedule 1 to this Agreement (which list may be in the form of
microfiche or compact disk).

          "Receivables Purchase Agreement" shall mean the Receivables Purchase
Agreement, dated as of [__________], 20[__], between the Seller and the
Depositor, as amended, supplemented or otherwise modified and in effect from
time to time.

          "Record Date" shall mean, with respect to any Distribution Date, the
close of business on the Business Day preceding such Distribution Date;
provided, however, that (i) if Definitive Notes have been issued with respect to
any Class of Notes, Record Date shall mean, with respect to any Distribution
Date for such Class, the last Business Day of the calendar month preceding such
Distribution Date and (ii) if Definitive Certificates have been issued, Record
Date shall mean, with respect to any Distribution Date for the Certificates, the
last Business Day of the calendar month preceding such Distribution Date.

          "Regular Principal Distributable Amount" shall mean, with respect to
any Distribution Date, (i) the excess, if any, of the sum of (A) the Note
Balance as of the day preceding such Distribution Date and (B) the
Overcollateralization Target Amount for such Distribution Date over the Pool
Balance as of the last day of the preceding Collection Period minus (ii) the
Priority Principal Distributable Amount, if any, for such Distribution Date;
provided, however, that the Regular Principal Distributable Amount for each
Distribution Date on or after the Note Final Distribution Date for the Class B
Notes shall equal the greater of (i) the amount otherwise calculated pursuant to
this definition and (ii) the outstanding principal balance of the Class B Notes
as of the day preceding such Distribution Date; and, provided further, that the
Regular Principal Distributable Amount for each Distribution Date on or after
the Note Final Distribution Date for the Class C Notes shall equal the greater
of (i) the amount otherwise calculated pursuant to this definition and (ii) the
outstanding principal balance of the Class C Notes as of the day preceding such
Distribution Date.

          "Relevant UCC" shall mean the Uniform Commercial Code as in effect
from time to time in any relevant jurisdiction.

          "Required Payment Amount" shall have, for any Distribution Date, the
meaning specified for such Distribution Date in Section 4.6(a).

          "Required Rating" shall mean a short-term unsecured debt rating of
Prime-1 by Moody's and A-1+ by Standard & Poor's.

          "Required Reserve Account Amount" shall mean, for any Distribution
Date, $[_______________]; provided, however, that the Required Reserve Account
Amount for any

                                       13



Distribution Date shall not exceed the Note Balance as of such Distribution Date
(after giving effect to all payments of principal made to the Noteholders on
such Distribution Date); and, provided further, that, if the Pool Balance as of
the last day of the preceding Collection Period is zero, the Required Reserve
Account Amount for the related Distribution Date shall be $0.

          "Reserve Account" shall mean the account established and maintained as
such pursuant to Section 4.7(a).

          "Reserve Account Amount" shall mean, for any Distribution Date, the
amount on deposit in and available for withdrawal from the Reserve Account on
such Distribution Date (after giving effect to all deposits to and withdrawals
from the Reserve Account on the preceding Distribution Date, or, in the case of
the initial Distribution Date, the Closing Date), including all interest and
other income (net of losses and investment expenses) earned on such amount
during the preceding Collection Period.

          "Reserve Account Deficiency" shall have, for any Distribution Date,
the meaning specified for such Distribution Date in Section 4.6(b).

          "Reserve Account Draw Amount" shall have the meaning specified in
Section 4.6(b).

          "Reserve Account Property" shall have the meaning specified in Section
4.7(a).

          "Responsible Officer" shall mean (i) in the case of the Indenture
Trustee, any managing director, principal, vice president, assistant vice
president, assistant secretary, assistant treasurer or trust officer of the
Indenture Trustee or any other officer of the Indenture Trustee customarily
performing functions similar to those performed by any of the above designated
officers and, with respect to a particular corporate trust matter, any other
officer of the Indenture Trustee to whom such matter is referred because of such
officer's knowledge of and familiarity with the particular subject and (ii) in
the case of the Owner Trustee, any vice president, assistant vice president,
assistant secretary, assistant treasurer, trust officer or financial services
officer of the Owner Trustee or any other officer of the Owner Trustee
customarily performing functions similar to those performed by any of the above
designated officers and with direct responsibility for the administration of the
Trust and, with respect to a particular corporate trust matter, any other
officer of the Owner Trustee to whom such matter is referred because of such
officer's knowledge of and familiarity with the particular subject.

          "Scheduled Payment" shall mean, for any Receivable, each payment
required to be made by the related Obligor in accordance with the terms of such
Receivable (after giving effect to any deferral of payments pursuant to Section
3.2 or any rescheduling of payments as a result of any Insolvency Event with
respect to such Obligor).

          "Securities" shall have the meaning specified in Section 6.7(a).

          "Securitization Trust" shall have the meaning specified in Section
6.7(a).

          "Seller" shall mean CarMax, in its capacity as seller of the
Receivables under the Receivables Purchase Agreement, and its successors in such
capacity.

                                       14



          "Servicer" shall mean CarMax, in its capacity as servicer of the
Receivables under this Agreement, and its successors in such capacity.

          "Servicer's Certificate" shall have the meaning specified in Section
3.9.

          "Servicing Officer" shall mean any officer of the Servicer involved
in, or responsible for, the administration and servicing of the Receivables
whose name appears on a list of servicing officers attached to an Officer's
Certificate furnished on the Closing Date to the Owner Trustee and the Indenture
Trustee by the Servicer, as such list may be amended from time to time by the
Servicer in writing.

          "Servicing Rate" shall mean 1.00% per annum.

          "Simple Interest Advance" shall mean, with respect to a Simple
Interest Receivable, the amount, as of the last day of a Collection Period,
which is advanced with respect to such Simple Interest Receivable by the
Servicer pursuant to Section 4.4(a).

          "Simple Interest Method" shall mean the method of allocating a fixed
level payment between principal and interest, pursuant to which a portion of
such payment is allocated to interest in an amount equal to the product of the
APR of the related Receivable multiplied by the unpaid Principal Balance of such
Receivable multiplied by the period of time (expressed as a fraction of a year,
based on the actual number of days in the applicable calendar month and a
365-day year) elapsed since the preceding payment was made and the remainder of
such payment is allocated to principal.

          "Simple Interest Receivable" shall mean any Receivable under which
each payment is allocated between principal and interest in accordance with the
Simple Interest Method.

          "Standard & Poor's" shall mean Standard & Poor's Ratings Services, a
division of The McGraw-Hill Companies, Inc., and its successors.

          "Total Note Interest" shall mean, for any Distribution Date and any
Class of Notes, the sum of (i) the Monthly Note Interest for such Distribution
Date for such Class plus (ii) the Additional Note Interest for such Distribution
Date for such Class.

          "Total Servicing Fee" shall mean, for any Collection Period, the sum
of (i) the Monthly Servicing Fee for such Collection Period plus (ii) all
accrued but unpaid Monthly Servicing Fees for previous Collection Periods.

          "Transition Costs" shall have the meaning specified in Section 8.1(a).

          "Trust" shall mean the CarMax Auto Owner Trust 20[__]-[__], a Delaware
statutory trust.

          "Trust Agreement" shall mean the Amended and Restated Trust Agreement,
dated as of [__________], 20[__], between the Depositor and the Owner Trustee,
as amended, supplemented or otherwise modified and in effect from time to time.

                                       15



          "Trust Fiscal Year" shall mean the period commencing on March 1 of any
year and ending on February 28 (or February 29, if applicable) of the following
year.

          "Trust Property" shall mean the Receivables and the other related
property sold, transferred, assigned and otherwise conveyed by the Depositor to
the Trust pursuant to Section 2.1(a).

          "Unreimbursed Servicer Advance" shall mean a Simple Interest Advance
which the Servicer determines in its sole discretion is unrecoverable.

          SECTION 1.2   Other Definitional Provisions.

          (a)  Capitalized terms used herein and not otherwise defined herein
have the meanings assigned to them in the Indenture.

          (b)  All terms defined in this Agreement shall have the defined
meanings when used in any certificate or other document made or delivered
pursuant hereto unless otherwise defined therein.

          (c)  As used in this Agreement and in any certificate or other
document made or delivered pursuant hereto or thereto, accounting terms not
defined in this Agreement or in any such certificate or other document, and
accounting terms partly defined in this Agreement or in any such certificate or
other document to the extent not defined, shall have the respective meanings
assigned to them under generally accepted accounting principles. To the extent
that the definitions of accounting terms in this Agreement or in any such
certificate or other document are inconsistent with the meanings of such terms
under generally accepted accounting principles, the definitions contained in
this Agreement or in any such certificate or other document shall control.

          (d)  The words "hereof," "herein," and "hereunder" and words of
similar import when used in this Agreement shall refer to this Agreement as a
whole and not to any particular provision of this Agreement. Article, Section,
Schedule and Exhibit references contained in this Agreement are references to
Articles, Sections, Schedules and Exhibits in or to this Agreement unless
otherwise specified. The term "including" shall mean "including without
limitation."

          (e)  The definitions contained in this Agreement are applicable to the
singular as well as the plural forms of such terms and to the masculine as well
as to the feminine and neuter genders of such terms.

          (f)  Any agreement, instrument or statute defined or referred to
herein or in any instrument or certificate delivered in connection herewith
means such agreement, instrument or statute as from time to time amended,
modified or supplemented and includes (in the case of agreements or instruments)
references to all attachments thereto and instruments incorporated therein.
References to a Person are also to its permitted successors and assigns.

                                       16



                                   ARTICLE II
                                 TRUST PROPERTY

          SECTION 2.1   Conveyance of Trust Property.

          (a)  In consideration of the Trust's delivery to, or upon the written
order of, the Depositor of authenticated Notes, in authorized denominations in
aggregate principal amounts equal to the Initial Note Balance, and authenticated
Certificates, the Depositor hereby irrevocably sells, transfers, assigns and
otherwise conveys to the Trust, without recourse (subject to the obligations
herein), all right, title and interest of the Depositor, whether now owned or
hereafter acquired, in, to and under the following:

               (i)    the Receivables;

               (ii)   all amounts received on or in respect of the Receivables
     after the Cutoff Date;

               (iii)  the security interests in the Financed Vehicles granted by
     the Obligors pursuant to the Receivables;

               (iv)   all proceeds from claims on or refunds of premiums with
     respect to physical damage, theft, credit life or credit disability
     insurance policies relating to the Financed Vehicles or the Obligors;

               (v)    the Receivable Files;

               (vi)   the Collection Account, the Note Payment Account, the
     Certificate Payment Account, and the Reserve Account and all amounts,
     securities, financial assets, investments and other property deposited in
     or credited to any of the foregoing and all proceeds thereof;

               (vii)  all rights of the Depositor under the Receivables Purchase
     Agreement, including the right to require the Seller to repurchase
     Receivables from the Depositor; and

               (viii) all present and future claims, demands, causes of action
     and choses in action in respect of any or all of the foregoing and all
     payments on or under and all proceeds of every kind and nature whatsoever
     in respect of any or all of the foregoing, including all proceeds of the
     conversion thereof, voluntary or involuntary, into cash or other liquid
     property, all accounts, general intangibles, chattel paper, instruments,
     documents, money, investment property, deposit accounts, letters of credit,
     letter-of-credit rights, insurance proceeds, condemnation awards, rights to
     payment of any and every kind and other forms of obligations and all other
     property which at any time constitutes all or part of or is included in the
     proceeds of any of the foregoing.

          (b)  The Depositor and the Trust intend that the transfer of the Trust
Property contemplated by Section 2.1(a) constitute a sale of the Trust Property,
conveying good title to the Trust Property, from the Depositor to the Trust. If
such transfer is deemed to be a pledge to

                                       17



secure the payment of the Notes, however, the Depositor hereby grants to the
Trust a first priority security interest in all of the Depositor's right, title
and interest in, to and under the Trust Property, and all proceeds thereof, to
secure the payment of the Notes, and in such event, this Agreement shall
constitute a security agreement under applicable law.

          (c)  The sale, transfer, assignment and conveyance of the Trust
Property made under Section 2.1(a) shall not constitute and is not intended to
result in an assumption by the Trust of any obligation of the Depositor or the
Seller to the Obligors or any other Person in connection with the Receivables
and the other Trust Property or any obligation of the Depositor or the Seller
under any agreement, document or instrument related thereto.

          SECTION 2.2   Representations and Warranties of the Seller as to the
Receivables. The Seller has made to the Depositor the representations and
warranties as to the Receivables set forth in Section 3.2(b) of the Receivables
Purchase Agreement. The Trust shall be deemed to have relied on such
representations and warranties in accepting the Receivables. The representations
and warranties set forth in Section 3.2(b) of the Receivables Purchase Agreement
speak as of the execution and delivery of this Agreement, except to the extent
otherwise provided, but shall survive the sale, transfer, assignment and
conveyance of the Receivables to the Trust pursuant to this Agreement and the
pledge of the Receivables to the Indenture Trustee pursuant to the Indenture.
Pursuant to Section 2.1(a), the Depositor has sold, transferred, assigned and
otherwise conveyed to the Trust, as part of the Trust Property, its rights under
the Receivables Purchase Agreement, including its right to require the Seller to
repurchase Receivables in accordance with the Receivables Purchase Agreement
upon a breach of the representations and warranties set forth in Section 3.2(b)
of the Receivables Purchase Agreement.

          SECTION 2.3   Representations and Warranties of the Depositor as to
the  Receivables.   The  Depositor  makes  the  following   representations  and
warranties  as to the  Receivables  on which the  Trust  shall be deemed to have
relied in accepting the Receivables. The representations and warranties speak as
of the execution and delivery of this Agreement,  except to the extent otherwise
provided, but shall survive the sale, transfer, assignment and conveyance of the
Receivables  to the  Trust  pursuant  to this  Agreement  and the  pledge of the
Receivables to the Indenture Trustee pursuant to the Indenture.

          (a)  Characteristics of Receivables. Each Receivable (i) has been
originated by the Seller or an Affiliate of the Seller in the ordinary course of
business in connection with the sale of a new or used motor vehicle and has been
fully and properly executed by the parties thereto, (ii) contains customary and
enforceable provisions such that the rights and remedies of the holder thereof
are adequate for realization against the collateral of the benefits of the
security, (iii) provides for level monthly payments that fully amortize the
Amount Financed by maturity (except that the period between the date of such
Receivable and the date of the first Scheduled Payment may be less than or
greater than one month and the amount of the first and last Scheduled Payments
may be less than or greater than the level payments) and yield interest at the
related APR, (iv) provides for, in the event that such Receivable is prepaid, a
prepayment that fully pays the Principal Balance of such Receivable with
interest at the related APR through the date of payment, (v) is a retail
installment sale contract substantially in the form of Exhibit B to the
Receivables Purchase Agreement, (vi) is secured by a new or used motor vehicle
that had not

                                       18



been repossessed as of the Cutoff Date, (vii) is a Simple Interest Receivable,
(viii) relates to an Obligor who has made at least one payment under such
Receivable as of the Cutoff Date and (ix) relates to an Obligor whose mailing
address is located in any State.

          (b)  Receivable Schedule. The information set forth in the Receivable
Schedule was true and correct in all material respects as of the opening of
business on the Cutoff Date, and no selection procedures believed to be adverse
to the Depositor and/or the Noteholders were utilized in selecting the
Receivables from those retail installment sale contracts which met the criteria
contained in this Agreement. The information set forth in the compact disk or
other listing regarding the Receivables made available to the Depositor and its
assigns (which compact disk or other listing is required to be delivered as
specified herein) is true and correct in all material respects.

          (c)  Compliance with Law. Each Receivable and the sale of the related
Financed Vehicle complied, at the time such Receivable was originated and
complies, as of the Closing Date, in all material respects with all requirements
of applicable federal, state and local laws, and regulations thereunder,
including usury laws, the Federal Truth-in-Lending Act, the Equal Credit
Opportunity Act, the Fair Credit Reporting Act, the Fair Debt Collection
Practices Act, the Federal Trade Commission Act, the Magnuson-Moss Warranty Act,
the Federal Reserve Board's Regulations B and Z, the Soldiers' and Sailors'
Civil Relief Act of 1940, state adaptations of the National Consumer Act and the
Uniform Consumer Credit Code and any other consumer credit, equal opportunity
and disclosure laws applicable to such Receivable and sale.

          (d)  Binding Obligation. Each Receivable represents the genuine,
legal, valid and binding payment obligation in writing of the related Obligor,
enforceable by the holder thereof in all material respects in accordance with
its terms, except as enforceability may be limited by bankruptcy, insolvency,
reorganization, liquidation or other similar laws affecting the enforcement of
creditors' rights generally and by general principles of equity.

          (e)  No Government Obligor. No Receivable is due from the United
States of America or any State or from any agency, department or instrumentality
of the United States of America or any State.

          (f)  Security Interest in Financed Vehicles. Immediately prior to the
transfer of the Receivables by the Seller to the Depositor, each Receivable was
secured by a valid, binding and enforceable first priority perfected security
interest in favor of the Seller in the related Financed Vehicle, which security
interest has been validly assigned by the Seller to the Depositor. The Servicer
has received, or will receive within 180 days after the Closing Date, the
original certificate of title for each Financed Vehicle (other than any Financed
Vehicle that is subject to a certificate of title statute or motor vehicle
registration law that does not require that the original certificate of title
for such Financed Vehicle be delivered to the Seller).

          (g)  Receivables in Force. No Receivable has been satisfied,
subordinated or rescinded, nor has any Financed Vehicle been released in whole
or in part from the Lien granted by the related Receivable.

                                       19



          (h)  No Waiver. No provision of any Receivable has been waived in such
a manner that such Receivable fails to meet all of the representations and
warranties made by the Depositor in this Section 2.3 with respect thereto.

          (i)  No Defenses. No Receivable is subject to any right of rescission,
setoff, counterclaim or defense, including the defense of usury, and the
operation of any of the terms of any Receivable, or the exercise of any right
thereunder, will not render such Receivable unenforceable in whole or in part or
subject to any right of rescission, setoff, counterclaim or defense, including
the defense of usury, and the Depositor has no knowledge of any such right of
rescission, setoff, counterclaim or defense being asserted or threatened with
respect to any Receivable.

          (j)  No Liens. The Depositor has no knowledge of any liens or claims
that have been filed, including liens for work, labor or materials or for unpaid
state or federal taxes, relating to any Financed Vehicle that are prior to, or
equal or coordinate with, the security interest in such Financed Vehicle created
by the related Receivable.

          (k)  No Default. Except for payment defaults continuing for a period
of not more than 30 days, the Depositor has no knowledge that any default,
breach, violation or event permitting acceleration under the terms of any
Receivable has occurred or that any continuing condition that with notice or the
lapse of time or both would constitute a default, breach, violation or event
permitting acceleration under the terms of any Receivable has arisen, and the
Depositor has not waived any such event or condition.

          (l)  Title. The Depositor has purchased the Receivables from the
Seller. The Depositor intends that the transfer of the Receivables contemplated
by Section 2.1(a) constitute a sale of the Receivables from the Depositor to the
Trust and that the beneficial interest in, and title to, the Receivables not be
part of the Depositor's estate in the event of the filing of a bankruptcy
petition by or against the Depositor under any bankruptcy law. The Depositor has
not sold, transferred, assigned or pledged any Receivable to any Person other
than the Trust. The Depositor has not created, incurred or suffered to exist any
Lien, encumbrance or security interest on any Receivable except for the Lien of
the Indenture.

          (m)  Security Interest Matters. This Agreement creates a valid and
continuing "security interest" (as defined in the Relevant UCC) in the
Receivables in favor of the Trust, which security interest is prior to all other
Liens and is enforceable as such as against creditors of and purchasers from the
Depositor. The Receivables constitute "tangible chattel paper" (as defined in
the Relevant UCC). The Depositor owns and has good and marketable title to the
Receivables free and clear of any Lien, claim or encumbrance of any Person. The
Depositor has caused or will cause prior to the Closing Date the filing of all
appropriate financing statements in the proper filing offices in the appropriate
jurisdictions under applicable law necessary to perfect the security interest in
the Receivables granted to the Trust under this Agreement. Other than the
security interest granted to the Trust under this Agreement, the Depositor has
not pledged, assigned, sold, granted a security interest in or otherwise
conveyed any of the Receivables. The Depositor has not authorized the filing of
and is not aware of any financing statements against the Depositor that include
a description of collateral covering the Receivables other than any financing
statement relating to the security interest granted to the Trust under this
Agreement or

                                       20



that has been terminated. The Depositor is not aware of any judgment or tax lien
filings against the Depositor. The security interest of the Seller in each
Financed Vehicle has been validly assigned by the Depositor to the Trust.

          (n)  Financing Statements. All financing statements filed or to be
filed against the Depositor in favor of the Indenture Trustee (as assignee of
the Trust) contain a statement substantially to the following effect: "A
purchase of or security interest in any collateral described in this financing
statement will violate the rights of the Indenture Trustee."

          (o)  Valid Assignment. No Receivable has been originated in, or is
subject to the laws of, any jurisdiction under which the sale, transfer,
assignment and conveyance of such Receivable under the Receivables Purchase
Agreement or this Agreement or the pledge of such Receivable under the Indenture
is unlawful, void or voidable or under which such Receivable would be rendered
void or voidable as a result of any such sale, transfer, assignment, conveyance
or pledge. The Depositor has not entered into any agreement with any account
debtor that prohibits, restricts or conditions the assignment of the
Receivables.

          (p)  One Original. There is only one original executed copy of each
Receivable.

          (q)  Principal Balance. Each Receivable had an original Principal
Balance of not more than $[__________] and a remaining Principal Balance as of
the Cutoff Date of not less than $[__________].

          (r)  No Bankrupt Obligors. As of the Cutoff Date, no Receivable was
due from an Obligor that was the subject of a proceeding under the Bankruptcy
Code of the United States or was bankrupt.

          (s)  New and Used Vehicles. As of the Cutoff Date, approximately
[____]% of the Pool Balance related to Receivables secured by new Financed
Vehicles and approximately [____]% of the Pool Balance related to Receivables
secured by used Financed Vehicles.

          (t)  Origination. Each Receivable was originated after [__________],
20[__].

          (u)  Term to Maturity. Each Receivable had an original term to
maturity of not more than [____] months and not less than [____] months and a
remaining term to maturity as of the Cutoff Date of not more than [____] months
and not less than [____] months.

          (v)  Weighted Average Remaining Term to Maturity. As of the Cutoff
Date, the weighted average remaining term to maturity of the Receivables was
approximately [____] months.

          (w)  Annual Percentage Rate. Each Receivable has an APR of at least
[____]% and not more than [____]%.

          (x)  Location of Receivable Files. The Receivable Files are maintained
at the location listed in Schedule 2 to this Agreement.

                                       21



          (y)  Simple Interest Method. All payments with respect to the
Receivables have been allocated consistently in accordance with the Simple
Interest Method.

          (z)  No Delinquent Receivables. As of the Cutoff Date, no payment due
under any Receivable was more than 30 days past due.

          (aa) Insurance. Each Obligor has obtained or agreed to obtain physical
damage insurance (which insurance shall not be force placed insurance) covering
the related Financed Vehicle in accordance with the Seller's normal
requirements.

          (bb) Fair Market Value. The Receivables Purchase Price and the value
of the Certificates represent the fair market value of the Receivables.

          (cc) Custodial Agreements. Immediately prior to the transfer of the
Receivables by the Seller to the Depositor, the Seller or an Affiliate of the
Seller had possession of the Receivable Files and there were no, and there will
not be any, custodial agreements in effect materially adversely affecting the
right or ability of the Seller to make, or cause to be made, any delivery
required under this Agreement.

          (dd) Bulk Transfer Laws. The transfer of the Receivables and the
Receivable Files by the Depositor to the Trust pursuant to this Agreement is not
subject to the bulk transfer laws or any similar statutory provisions in effect
in any applicable jurisdiction.

          (ee) No Transfer Restrictions. The Depositor has not created, incurred
or suffered to exist any restriction on transferability of the Receivables
except for the restrictions on transferability imposed by this Agreement.

          SECTION 2.4   Repurchase by Depositor upon Breach. The Depositor, the
Servicer or the Owner Trustee, as the case may be, shall inform the other
parties to this Agreement, the Seller and the Indenture Trustee promptly, in
writing, upon the discovery of any breach or failure to be true of the
representations and warranties set forth in Section 2.3. If such breach or
failure shall not have been cured by the close of business on the last day of
the Collection Period which includes the thirtieth (30th) day after the date on
which the Depositor becomes aware of, or receives written notice from the
Seller, the Servicer or the Owner Trustee of, such breach or failure, and such
breach or failure materially and adversely affects the interest of the Trust in
a Receivable, the Depositor shall repurchase such Receivable from the Trust on
the Distribution Date immediately following such Collection Period. In
consideration of the repurchase of a Receivable hereunder, the Depositor shall
remit the Purchase Amount of such Receivable in the manner specified in Section
4.5. The sole remedy of the Trust, the Owner Trustee, the Indenture Trustee, the
Noteholders and the Certificateholders with respect to a breach or failure to be
true of the representations and warranties set forth in Section 2.3 shall be to
require the Depositor to repurchase Receivables pursuant to this Section 2.4.
Neither the Owner Trustee nor the Indenture Trustee shall have any duty to
conduct an affirmative investigation as to the occurrence of any condition
requiring the repurchase of any Receivable pursuant to this Section 2.4 or the
eligibility of any Receivable for purposes of this Agreement.

          SECTION 2.5   Custody of Receivable Files. To assure uniform quality
in servicing the Receivables and to reduce administrative costs, the Trust, upon
the execution and

                                       22



delivery of this Agreement, hereby revocably appoints the Servicer as its agent,
and the Servicer hereby accepts such appointment, to act as custodian on behalf
of the Trust and the Indenture Trustee of the following documents or
instruments, which are hereby constructively delivered to the Indenture Trustee,
as pledgee of the Trust pursuant to the Indenture with respect to each
Receivable (collectively, a "Receivable File"):

               (i)    the original, executed copy of such Receivable;

               (ii)   the original credit application with respect to such
     Receivable fully executed by the related Obligor or a photocopy thereof or
     a record thereof on a computer file or disc or on microfiche;

               (iii)  the original certificate of title for the related Financed
     Vehicle or such other documents that the Seller or the Servicer shall keep
     on file, in accordance with its customary practices and procedures,
     evidencing the security interest of the Seller in such Financed Vehicle;

               (iv)   documents evidencing the commitment of the related Obligor
     to maintain physical damage insurance covering the related Financed
     Vehicle; and

               (v)    any and all other documents (including any computer file
     or disc or microfiche) that the Seller or the Servicer shall keep on file,
     in accordance with its customary practices and procedures, relating to such
     Receivable, the related Obligor or the related Financed Vehicle.

          On the Closing Date, the Servicer shall deliver to the Trust and the
Indenture Trustee an Officer's Certificate confirming that the Servicer has
received, on behalf of the Trust and the Indenture Trustee, all the documents
and instruments necessary for the Servicer to act as the agent of the Trust and
the Indenture Trustee for the purposes set forth in this Section 2.5, including
the documents referred to herein, and the Trust, the Owner Trustee and the
Indenture Trustee are hereby authorized to rely on such Officer's Certificate.
In addition, within 180 days after the Closing Date, the Servicer shall deliver
to the Trust and the Indenture Trustee an Officer's Certificate certifying that
the Servicer has received the original certificate of title for each Financed
Vehicle except each Financed Vehicle securing an outstanding Receivable for
which the Servicer has not received the original certificate of title as shall
be identified in such Officer's Certificate (and indicating whether such
Financed Vehicle is subject to a certificate of title statute or motor vehicle
registration law that requires that the original certificate of title for such
Financed Vehicle be delivered to the Seller).

          SECTION 2.6   Duties of Servicer as Custodian.

          (a)  Safekeeping. The Servicer, in its capacity as custodian, shall
hold the Receivable Files for the benefit of the Trust and the Indenture Trustee
and maintain such accurate and complete accounts, records and computer systems
pertaining to each Receivable File as shall enable the Servicer and the Trust to
comply with the terms and provisions of this Agreement and the Indenture Trustee
to comply with the terms and conditions of the Indenture. In performing its
duties as custodian, the Servicer shall act with reasonable care, using that
degree of skill and attention that the Servicer exercises with respect to the
files relating to

                                       23



comparable motor vehicle retail installment sale contracts that the Servicer
services for itself or others. The Servicer shall conduct, or cause to be
conducted, in accordance with its customary practices and procedures, periodic
audits of the Receivable Files held by it under this Agreement, and of the
related accounts, records and computer systems, in such a manner as shall enable
the Trust or the Indenture Trustee to verify the accuracy of the Servicer's
record keeping. The Servicer shall promptly report to the Owner Trustee and the
Indenture Trustee any failure on its part to hold the Receivable Files and
maintain its accounts, records and computer systems as herein provided and
promptly take appropriate action to remedy any such failure. Nothing herein
shall be deemed to require an initial review or any periodic review by the
Trust, the Owner Trustee or the Indenture Trustee of the Receivable Files, and
none of the Trust, the Owner Trustee or the Indenture Trustee shall be liable or
responsible for any action or failure to act by the Servicer in its capacity as
custodian hereunder.

          (b)  Maintenance of and Access to Records. The Servicer shall maintain
each Receivable File at the location listed in Schedule 2 or at such other
location as shall be specified to the Trust and the Indenture Trustee by written
notice not later than ninety (90) days after any change in location. The
Servicer shall make available to the Trust and the Indenture Trustee, or its
duly authorized representatives, attorneys or auditors, a list of locations of
the Receivable Files, the Receivable Files, and the related accounts, records,
and computer systems maintained by the Servicer, at such times as the Trust or
the Indenture Trustee shall instruct.

          (c)  Release of Documents. As soon as practicable after receiving
written instructions from the Indenture Trustee, the Servicer shall release any
document in the Receivable Files to the Indenture Trustee, the Indenture
Trustee's agent or the Indenture Trustee's designee, as the case may be, at such
place as the Indenture Trustee may reasonably designate.

          (d)  Title to Receivables. The Servicer shall not at any time have or
in any way attempt to assert any interest in any Receivable held by it as
custodian hereunder or in the related Receivable File other than for collecting
or enforcing such Receivable for the benefit of the Trust. The entire equitable
interest in such Receivable and the related Receivable File shall at all times
be vested in the Trust.

          SECTION 2.7   Instructions; Authority to Act. The Servicer shall be
deemed to have received proper instructions with respect to the Receivable Files
upon its receipt of written instructions signed by an Authorized Officer. A
certified copy of excerpts of authorizing resolutions of the Board of Directors
of the Indenture Trustee shall constitute conclusive evidence of the authority
of any such Authorized Officer to act and shall be considered in full force and
effect until receipt by the Servicer of written notice to the contrary given by
the Indenture Trustee.

          SECTION 2.8   Indemnification of the Custodian. The Servicer, in its
capacity as custodian, shall indemnify and hold harmless the Trust, the Owner
Trustee and the Indenture Trustee and each of their respective officers,
directors, employees and agents from and against any and all liabilities,
obligations, losses, compensatory damages, payments, costs or expenses
(including legal fees if any) of any kind whatsoever that may be imposed on,
incurred or asserted against the Trust, the Owner Trustee or the Indenture
Trustee or any of their respective officers, directors, employees and agents as
the result of any act or omission by the Servicer relating to

                                       24



the maintenance and custody of the Receivable Files; provided, however, that the
Servicer shall not be liable hereunder to the Owner Trustee to the extent that
such liabilities, obligations, losses, compensatory damages, payments, costs or
expenses result from the willful misfeasance, bad faith or negligence of the
Owner Trustee and shall not be liable hereunder to the Indenture Trustee to the
extent that such liabilities, obligations, losses, compensatory damages,
payments, costs or expenses result from the willful misfeasance, bad faith or
negligence of the Indenture Trustee.

          SECTION 2.9   Effective Period and Termination. The Servicer's
appointment as custodian shall become effective as of the Cutoff Date and shall
continue in full force and effect until terminated pursuant to this Section 2.9.
If the Servicer shall resign as Servicer under Section 7.6, or if all of the
rights and obligations of the Servicer shall have been terminated under Section
8.1, the appointment of the Servicer as custodian hereunder may be terminated
(i) by the Trust, with the consent of the Indenture Trustee, (ii) by the Holders
of Notes evidencing not less than 25% of the Note Balance of the Controlling
Class or, if the Notes have been paid in full, by the Holders of Certificates
evidencing not less than 25% of the aggregate Certificate Percentage Interest or
(iii) by the Owner Trustee, with the consent of the Holders of Notes evidencing
not less than 25% of the Note Balance of the Controlling Class, in each case by
notice then given in writing to the Depositor and the Servicer (with a copy to
the Indenture Trustee and the Owner Trustee if given by the Noteholders or the
Certificateholders). As soon as practicable after any termination of such
appointment, the Servicer shall deliver, or cause to be delivered, the
Receivable Files and the related accounts and records maintained by the Servicer
to the Indenture Trustee, the Indenture Trustee's agent or the Indenture
Trustee's designee, as the case may be, at such place as the Indenture Trustee
may reasonably designate or, if the Notes have been paid in full, at such place
as the Owner Trustee may reasonably designate.

                                   ARTICLE III
                 ADMINISTRATION AND SERVICING OF RECEIVABLES AND
                              OTHER TRUST PROPERTY

          SECTION 3.1   Duties of Servicer. The Servicer shall administer the
Receivables with reasonable care. The Servicer's duties shall include, but not
be limited to, the collection and posting of all payments, responding to
inquiries by Obligors on the Receivables, or by federal, state or local
governmental authorities, investigating delinquencies, reporting tax information
to Obligors, furnishing monthly and annual statements to the Owner Trustee and
the Indenture Trustee with respect to distributions and providing collection and
repossession services in the event of Obligor default. In performing its duties
as Servicer hereunder, the Servicer shall use reasonable care and exercise that
degree of skill and attention that the Servicer exercises with respect to all
comparable motor vehicle retail installment sale contracts that it services for
itself or others. Subject to the foregoing and to Section 3.2, the Servicer
shall follow its customary standards, policies, practices and procedures in
performing its duties hereunder as Servicer. Without limiting the generality of
the foregoing, the Servicer is hereby authorized and empowered to execute and
deliver, on behalf of itself, the Depositor, the Trust, the Owner Trustee, the
Indenture Trustee, the Certificateholders, the Noteholders or any one or more of
them, any and all instruments of satisfaction or cancellation, or of partial or
full release or discharge, and all other comparable instruments, with respect to
the Receivables or the Financed Vehicles, all in accordance with this Agreement;
provided, however, that, notwithstanding the

                                       25



foregoing, the Servicer shall not, except pursuant to an order from a court of
competent jurisdiction, release an Obligor from payment of any unpaid amount
under any Receivable or waive the right to collect the unpaid balance (including
accrued interest) of any Receivable from the related Obligor, except in
connection with a de minimis deficiency which the Servicer would not attempt to
collect in accordance with its customary procedures, in which event the Servicer
shall indemnify the Trust for such deficiency. If the Servicer shall commence a
legal proceeding to enforce a Receivable, the Owner Trustee shall thereupon be
deemed to have automatically assigned such Receivable to the Servicer, which
assignment shall be solely for purposes of collection. If in any enforcement
suit or legal proceeding it shall be held that the Servicer may not enforce a
Receivable on the ground that it shall not be a real party in interest or a
holder entitled to enforce such Receivable, the Owner Trustee shall, at the
Servicer's expense and written direction, take steps to enforce such Receivable,
including bringing suit in its name or the names of the Indenture Trustee, the
Certificateholders, the Noteholders or any of them. The Owner Trustee shall
execute and deliver to the Servicer any powers of attorney and other documents
as shall be prepared by the Servicer and reasonably necessary or appropriate to
enable the Servicer to carry out its servicing and administrative duties
hereunder. The Servicer, at its expense, shall obtain on behalf of the Trust or
the Owner Trustee all licenses, if any, required by the laws of any jurisdiction
to be held by the Trust or the Owner Trustee in connection with ownership of the
Receivables and shall make all filings and pay all fees as may be required in
connection therewith during the term hereof.

          SECTION 3.2   Collection and Allocation of Receivable Payments. The
Servicer shall make reasonable efforts to collect all payments called for under
the terms and provisions of the Receivables as and when the same shall become
due and otherwise act with respect to the Receivables and the other Trust
Property in such manner as will, in the reasonable judgment of the Servicer,
maximize the amount to be received by the Trust with respect thereto and in
accordance with the standard of care required by Section 3.1. The Servicer shall
allocate collections on or in respect of the Receivables between principal and
interest in accordance with the customary servicing practices and procedures it
follows with respect to all comparable motor vehicle retail installment sale
contracts that it services for itself or others. The Servicer shall not increase
or decrease the number or amount of any Scheduled Payment, the Amount Financed
under any Receivable or the APR of any Receivable, or extend, rewrite or
otherwise modify the payment terms of any Receivable; provided, however, that
the Servicer may extend the due date for one or more payments due on any
Receivable for credit-related reasons that would be acceptable to the Servicer
with respect to comparable motor vehicle retail installment sale contracts that
it services for itself or others and in accordance with its customary standards,
policies, practices and procedures if the cumulative extensions with respect to
any Receivable shall not cause the term of such Receivable to extend beyond the
Final Scheduled Maturity Date. If the Servicer fails to comply with the
provisions of the preceding sentence, the Servicer shall be required to purchase
each Receivable affected thereby for the related Purchase Amount, in the manner
specified in Section 3.7, as of the close of the Collection Period during which
such failure occurs. The Servicer may, in its discretion (but only in accordance
with its customary standards, policies, practices and procedures), waive any
late payment charge or any other fee that may be collected in the ordinary
course of servicing a Receivable.

          SECTION 3.3   Realization upon Receivables. The Servicer shall use
reasonable efforts on behalf of the Trust, in accordance with the standard of
care required under

                                       26



Section 3.1, to repossess or otherwise convert the ownership of each Financed
Vehicle securing a Defaulted Receivable. In taking such action, the Servicer
shall follow such customary practices and procedures as it shall deem necessary
or advisable in its servicing of comparable motor vehicle retail installment
sale contracts and as are otherwise consistent with the standard of care
required under Section 3.1. The Servicer shall be entitled to recover all
reasonable expenses incurred by it in the course of repossessing and liquidating
a Financed Vehicle into cash proceeds, but only out of the cash proceeds of such
Financed Vehicle and any deficiency obtained from the related Obligor. If a
Financed Vehicle shall have suffered damage, the Servicer shall not expend funds
in connection with the repair or the repossession of such Financed Vehicle
unless it shall determine in its discretion that such repair and/or repossession
will increase the Liquidation Proceeds received with respect to the related
Receivable.

          SECTION 3.4   Physical Damage Insurance. The Servicer shall follow its
customary practices and procedures to determine whether or not each Obligor
shall have maintained physical damage insurance covering the related Financed
Vehicle.

          SECTION 3.5   Maintenance of Security Interests in Financed Vehicles.
The Servicer shall take such steps, in accordance with the standard of care
required under Section 3.1, as are necessary to maintain perfection of the
security interest created by each Receivable in the related Financed Vehicle.
The Trust hereby authorizes the Servicer, and the Servicer hereby agrees, to
take such steps as are necessary to re-perfect such security interest on behalf
of the Trust and the Indenture Trustee in the event the Servicer receives notice
of, or otherwise has actual knowledge of, the fact that such security interest
is not perfected as a result of the relocation of a Financed Vehicle or for any
other reason. The Servicer shall not release, in whole or in part, any security
interest in a Financed Vehicle created by the related Receivable except as
permitted herein or in accordance with its customary standards, policies,
practices and procedures.

          SECTION 3.6   Amendment of Receivable Terms. The Servicer shall not
impair in any material respect the rights of the Depositor, the Trust, the Owner
Trustee, the Indenture Trustee, the Certificateholders or the Noteholders in the
Receivables or, except as permitted under Section 3.2, otherwise amend or alter
the terms of the Receivables if, as a result of such amendment or alteration,
the interests of the Depositor, the Trust, the Owner Trustee, the Indenture
Trustee, the Certificateholders or the Noteholders hereunder would be materially
adversely affected.

          SECTION 3.7   Purchase by Servicer upon Breach. The Depositor, the
Servicer or the Owner Trustee, as the case may be, shall inform the other
parties to this Agreement, the Seller and the Indenture Trustee promptly, in
writing, upon the discovery of any breach of Section 3.2, 3.5 or 3.6. If such
breach shall not have been cured by the close of business on the last day of the
Collection Period which includes the thirtieth (30th) day after the date on
which the Servicer becomes aware of, or receives written notice from the
Depositor, the Seller, or the Owner Trustee of, such breach, and such breach
materially and adversely affects the interest of the Trust in a Receivable, the
Servicer shall purchase such Receivable from the Trust on the Distribution Date
following such Collection Period; provided, however, that, with respect to a
breach of Section 3.2, the Servicer shall purchase the affected Receivable from
the Trust at the end of the Collection Period in which such breach occurs. In
consideration of the purchase of a

                                       27



Receivable hereunder, the Servicer shall remit the Purchase Amount of such
Receivable in the manner specified in Section 4.5. The sole remedy of the Trust,
the Owner Trustee, the Indenture Trustee, the Noteholders and the
Certificateholders with respect to a breach of Section 3.2, 3.5 or 3.6 shall be
to require the Servicer to purchase Receivables pursuant to this Section 3.7.
Neither the Owner Trustee nor the Indenture Trustee shall have any duty to
conduct an affirmative investigation as to the occurrence of any condition
requiring the purchase of any Receivable pursuant to this Section 3.7.

          SECTION 3.8   Servicing Compensation. The Servicer shall receive the
Monthly Servicing Fee for servicing the Receivables. The Monthly Servicing Fee
for any Collection Period shall equal the product of one-twelfth (1/12) of the
Servicing Rate and the Pool Balance as of the first day of such Collection
Period (or, in the case of the initial Collection Period, as of the Cutoff
Date). The Servicer shall pay all expenses incurred by it in connection with its
activities hereunder (including the fees and expenses of the Owner Trustee and
the Indenture Trustee, including the reasonable fees and expenses of their
attorneys, and any custodian appointed by the Owner Trustee and the Indenture
Trustee, the fees and expenses of independent accountants, taxes imposed on the
Servicer and expenses incurred in connection with distributions and reports to
the Certificateholders and the Noteholders), except expenses incurred in
connection with realizing upon Receivables under Section 3.3.

          SECTION 3.9   Servicer's Certificate. On or before the Determination
Date immediately preceding each Distribution Date, the Servicer shall deliver to
the Depositor, the Seller, the Owner Trustee, the Indenture Trustee and each
Paying Agent, with a copy to the Rating Agencies, a certificate of a Servicing
Officer substantially in the form of Exhibit A (a "Servicer's Certificate") and
attached to a Servicer's report containing all information necessary to make the
transfers and distributions pursuant to Sections 4.5, 4.6 and 4.7, together with
the written statements to be furnished by the Owner Trustee to the
Certificateholders pursuant to Section 4.9 and by the Indenture Trustee to the
Noteholders pursuant to Section 4.9 and pursuant to Section 6.6 of the
Indenture. The Servicer shall separately identify (by account number) in a
written notice to the Depositor, the Owner Trustee and the Indenture Trustee the
Receivables to be repurchased by the Depositor or to be purchased by the
Servicer, as the case may be, on the Business Day preceding such Distribution
Date, and, upon request of one of the foregoing parties, each Receivable which
became a Defaulted Receivable during the related Collection Period. The Servicer
shall deliver to the Rating Agencies any information, to the extent it is
available to the Servicer, that the Rating Agencies reasonably request in order
to monitor the Trust.

          SECTION 3.10  Annual Statement as to Compliance; Notice of Event of
Servicing Termination.

          (a)  On or before May 31 of each year (commencing with the year
20[__]), the Servicer shall deliver to the Depositor, the Owner Trustee and the
Indenture Trustee an Officer's Certificate stating, as to the officer signing
such Officer's Certificate, that:

               (i)    a review of the activities of the Servicer during the
     preceding Trust Fiscal Year (or, in the case of the Officer's Certificate
     to be delivered in the year [____], during the period beginning on the
     Closing Date and ending on February 28, 20[__]) and

                                       28



     of its performance under this Agreement has been made under such officer's
     supervision; and

               (ii)   to the best of such officer's knowledge, based on such
     review, the Servicer has fulfilled all its obligations under this Agreement
     throughout such Trust Fiscal Year (or, in the case of the Officer's
     Certificate to be delivered in the year 20[__], such period) or, if there
     has been a default in the fulfillment of any such obligation, specifying
     each such default known to such officer and the nature and status thereof.

          A copy of such certificate may be obtained by any Certificateholder by
a request in writing to the Owner Trustee, or by any Noteholder or Person
certifying that it is a Note Owner by a request in writing to the Indenture
Trustee, in either case addressed to the applicable Corporate Trust Office. Upon
the written request of the Owner Trustee, the Indenture Trustee shall promptly
furnish the Owner Trustee a list of Noteholders as of the date specified by the
Owner Trustee.

          (b)  The Servicer shall deliver to the Depositor, the Owner Trustee,
the Indenture Trustee and the Rating Agencies, promptly after having obtained
knowledge thereof, but in no event later than five (5) Business Days thereafter,
an Officer's Certificate specifying any event which constitutes or, with the
giving of notice or lapse of time or both, would become an Event of Servicing
Termination.

          SECTION 3.11  Annual Independent Certified Public Accountants'
Reports. On or before May 31 of each year (commencing with the year 20[__]), the
Servicer shall cause a firm of independent certified public accountants (who may
also render other services to the Servicer or its Affiliates) to deliver to the
Depositor, the Owner Trustee and the Indenture Trustee a report addressed to the
Board of Directors of the Servicer with respect to the preceding CarMax Fiscal
Year (or, in the case of the report to be delivered in the year 20[__], with
respect to the period beginning on the Closing Date and ending on February 28,
20[__]) to the effect that (i) such firm has audited the financial statements of
the Servicer and issued its report thereon, (ii) such firm has audited the
reports delivered by the Servicer pursuant to Section 3.9 and the records
relating to the servicing of the Receivables and the distributions on the Notes
and the Certificates under this Agreement, (iii) such audit was made in
accordance with generally accepted auditing standards and (iv) except as
described in the report, such audit disclosed no exceptions or errors in the
records relating to motor vehicle loans serviced for others. Such report shall
also indicate that the firm is independent with respect to the Depositor, the
Seller and the Servicer within the meaning of the Code of Professional Ethics of
the American Institute of Certified Public Accountants. A copy of such report
may be obtained by any Certificateholder by a request in writing to the Owner
Trustee, or by any Noteholder or Person certifying that it is a Note Owner by a
request in writing to the Indenture Trustee, in either case addressed to the
applicable Corporate Trust Office. In the event such firm requires the Indenture
Trustee to agree to the procedures performed by such firm, the Servicer shall
direct the Indenture Trustee in writing to so agree, it being understood and
agreed that the Indenture Trustee will deliver such letter of agreement in
conclusive reliance upon the direction of the Servicer, and the Indenture
Trustee makes no independent inquiry or investigation as to, and shall have no
obligation or liability in respect of, the sufficiency, validity or correctness
of such procedures.

                                       29



          SECTION 3.12  Access to Certain Documentation and Information
Regarding Receivables. The Servicer shall provide the Depositor, the Owner
Trustee, the Indenture Trustee, the Certificateholders and the Noteholders with
access to the Receivable Files in the cases where the Depositor, the Owner
Trustee, the Indenture Trustee, the Certificateholders or the Noteholders shall
be required by applicable statutes or regulations to have access to such
documentation. Such access shall be afforded without charge, but only upon
reasonable request and during normal business hours at the offices of the
Servicer. Nothing in this Section 3.12 shall affect the obligation of the
Servicer to observe any applicable law prohibiting disclosure of information
regarding the Obligors, and the failure of the Servicer to provide access to
information as a result of such obligation shall not constitute a breach of this
Section 3.12. Each Certificateholder or Noteholder, by its acceptance of a
Certificate or Note, as the case may be, shall be deemed to have agreed to keep
any information obtained by it pursuant to this Section 3.12 confidential,
except as may be required by applicable law.

          SECTION 3.13  Reports to the Commission. The Servicer shall, on behalf
of the Trust, cause to be filed with the Commission any periodic reports
required to be filed under the provisions of the Exchange Act, and the rules and
regulations of the Commission thereunder. The Depositor shall, at its expense,
cooperate in any reasonable request made by the Servicer in connection with such
filings. The Servicer shall provide or cause to be provided to the Depositor
copies of all documents filed by the Servicer after the Closing Date with the
Commission pursuant to the Securities Act of 1933, as amended, or the Securities
Act of 1934, as amended, that relate specifically to the Trust, the Notes or the
Certificates.

          SECTION 3.14  Reports to Rating Agencies. The Servicer shall deliver
to each Rating Agency, at such address as such Rating Agency may request, a copy
of all reports or notices furnished or delivered pursuant to this Article III
and a copy of any amendments, supplements or modifications to this Agreement and
any other information reasonably requested by such Rating Agency to monitor this
transaction.

                                   ARTICLE IV
                  DISTRIBUTIONS; RESERVE ACCOUNT; STATEMENTS TO
                       NOTEHOLDERS AND CERTIFICATEHOLDERS

          SECTION 4.1   Accounts.

          (a)  The Servicer shall establish, on or before the Closing Date, and
maintain in the name of the Indenture Trustee at an Eligible Institution (which
shall initially be the Indenture Trustee) a segregated trust account designated
as the Collection Account (the "Collection Account"). The Collection Account
shall be held in trust for the benefit of the Noteholders and the
Certificateholders. The Collection Account shall be under the sole dominion and
control of the Indenture Trustee; provided, however, that the Servicer may make
deposits to and direct the Indenture Trustee in writing to make withdrawals from
the Collection Account in accordance with this Agreement, the Indenture and the
Trust Agreement. All monies deposited from time to time in the Collection
Account pursuant to this Agreement shall be held by the Indenture Trustee as
part of the Trust Property and shall be applied as provided in this Agreement.
All deposits to and withdrawals from the Collection Account shall be made only
upon the terms and conditions of the Transaction Documents.

                                       30



          If the Servicer is required to remit collections on a daily basis
pursuant to the first sentence of Section 4.2, all amounts held in the
Collection Account shall, to the extent permitted by applicable law, rules and
regulations, be invested, as directed in writing by the Servicer, by the bank or
trust company then maintaining the Collection Account in Permitted Investments
that mature not later than the Business Day preceding the Distribution Date
following the Collection Period during which such investment is made. All such
Permitted Investments shall be held to maturity. If the Collection Account is no
longer to be maintained at the Indenture Trustee, the Servicer shall, with the
Indenture Trustee's assistance as necessary, promptly (and in any case within
ten (10) calendar days or such longer period not to exceed thirty (30) calendar
days as to which each Rating Agency may consent) cause the Collection Account to
be moved to an Eligible Institution. The Servicer shall promptly notify the
Indenture Trustee and the Owner Trustee of any change in the account number or
location of the Collection Account.

          (b)  The Servicer shall establish, on or before the Closing Date, and
maintain in the name of the Indenture Trustee at an Eligible Institution (which
shall initially be the Indenture Trustee) a segregated trust account designated
as the Note Payment Account (the "Note Payment Account"). The Note Payment
Account shall be held in trust for the benefit of the Noteholders. The Note
Payment Account shall be under the sole dominion and control of the Indenture
Trustee; provided, however, that the Servicer may make deposits to and direct
the Indenture Trustee in writing to make withdrawals from the Note Payment
Account in accordance with this Agreement and the Indenture. All monies
deposited from time to time in the Note Payment Account pursuant to this
Agreement and the Indenture shall be held by the Indenture Trustee as part of
the Trust Property and shall be applied as provided in this Agreement and the
Indenture. The amounts on deposit in the Note Payment Account shall not be
invested. If the Note Payment Account is no longer to be maintained at the
Indenture Trustee, the Servicer shall, with the Indenture Trustee's assistance
as necessary, promptly (and in any case within ten (10) calendar days or such
longer period not to exceed thirty (30) calendar days as to which each Rating
Agency may consent) cause the Note Payment Account to be moved to an Eligible
Institution. The Servicer shall promptly notify the Indenture Trustee and the
Owner Trustee of any change in the account number or location of the Note
Payment Account.

          (c)  The Servicer shall establish, on or before the Closing Date, and
maintain in the name of the Owner Trustee at an Eligible Institution (which
shall initially be the Owner Trustee) a segregated trust account designated as
the "CarMax Auto Owner Trust 20[__]-[__] Trust Account" (the "Certificate
Payment Account"). The Certificate Payment Account shall be held in trust for
the benefit of the Certificateholders. The Certificate Payment Account shall be
under the sole dominion and control of the Owner Trustee; provided, however,
that the Servicer may direct the Indenture Trustee in writing to make deposits
to the Certificate Payment Account in accordance with this Agreement and the
Indenture and may direct the Owner Trustee to make withdrawals from the
Certificate Payment Account in accordance with this Agreement and the Trust
Agreement. All monies deposited from time to time in the Certificate Payment
Account pursuant to this Agreement and the Indenture shall be held by the Owner
Trustee as part of the Trust Property and shall be applied as provided in this
Agreement and the Trust Agreement. The amounts on deposit in the Certificate
Payment Account shall not be invested. If the Certificate Payment Account is no
longer to be maintained at the Owner Trustee, the Servicer shall, with the Owner
Trustee's assistance as necessary, promptly (and in any case within ten (10)
calendar days or such longer period not to exceed thirty (30) calendar days as
to which each Rating Agency

                                       31



may consent) cause the Certificate Payment Account to be moved to an Eligible
Institution. The Servicer shall promptly notify the Indenture Trustee and the
Owner Trustee in writing of any change in the account number or location of the
Certificate Payment Account.

          SECTION 4.2   Collections. The Servicer shall remit to the Collection
Account all amounts received by the Servicer on or in respect of the Receivables
(including Liquidation Proceeds and all amounts received by the Servicer in
connection with the repossession and sale of a Financed Vehicle (whether or not
the related Receivable has been classified as a Defaulted Receivable) but
excluding payments with respect to Purchased Receivables) as soon as practicable
and in no event after the close of business on the second Business day after
such receipt; provided, however, that for so long as (i) CarMax is the Servicer,
(ii) no Event of Servicing Termination shall have occurred and be continuing and
(iii) the Rating Agency Condition shall have been satisfied (each, a "Monthly
Remittance Condition"), the Servicer may remit any such amounts received during
any Collection Period to the Collection Account in immediately available funds
on the Business Day preceding the Distribution Date following such Collection
Period (it being understood that the Monthly Remittance Condition has not been
satisfied as of the Closing Date); provided further, that if any such amounts
(including Liquidation Proceeds and all amounts received by the Servicer in
connection with the repossession and sale of a Financed Vehicle (whether or not
the related Receivable has been classified as a Defaulted Receivable)) are
received in respect of a Receivable as to which there is an unreimbursed Simple
Interest Advance, the Servicer shall retain such amounts to the extent of such
unreimbursed Simple Interest Advance (and shall apply the amount retained to
reimburse itself for such unreimbursed Simple Interest Advance) and shall remit
the balance of such amounts to the Collection Account; and, provided further,
that the Servicer shall, if it determines that it has made an Unreimubursed
Servicer Advance, retain amounts received on or in respect of the Receivables to
the extent set forth in Section 4.4(b). The Owner Trustee and the Indenture
Trustee shall not be deemed to have knowledge of any event or circumstance under
clause (ii) or (iii) of the definition of Monthly Remittance Condition that
would require daily remittance by the Servicer to the Collection Account unless
the Owner Trustee or the Indenture Trustee, as applicable, has received notice
of such event or circumstance from the Depositor or the Servicer in an Officer's
Certificate or written notice of such event or circumstance from the Holders of
Notes evidencing not less than 25% of the Note Balance of the Controlling Class
or unless a Responsible Officer of the Owner Trustee or the Indenture Trustee,
as applicable, has actual knowledge of such event or circumstance. The Servicer
shall remit to the Collection Account on the Closing Date all amounts received
by the Servicer on or in respect of the Receivables (including Liquidation
Proceeds and all amounts received by the Servicer in connection with the
repossession and sale of a Financed Vehicle (whether or not the related
Receivable has been classified as a Defaulted Receivable)) during the period
from but excluding the Cutoff Date to and including the second Business Day
preceding the Closing Date.

          SECTION 4.3   Application of Collections. For purposes of this
Agreement, all amounts received on or in respect of a Receivable during any
Collection Period (including Liquidation Proceeds and all amounts received by
the Servicer in connection with the repossession and sale of a Financed Vehicle
(whether or not the related Receivable has been classified as a Defaulted
Receivable) but excluding payments with respect to Purchased Receivables) shall
be applied by the Servicer, as of the last day of such Collection Period, to
interest and principal on such Receivable in accordance with the Simple Interest
Method.

                                       32



          SECTION 4.4   Simple Interest Advances and Unreimbursed Servicer
Advances.

          (a)  If, as of the end of any Collection Period, one or more payments
of Monthly P&I due under any Receivable (other than a Defaulted Receivable)
outstanding at the end of such Collection Period shall not have been received by
the Servicer and remitted to the Collection Account pursuant to Section 4.2, the
Servicer may, at its option, make, on the Business Day preceding the
Distribution Date immediately following such Collection Period, a Simple
Interest Advance with respect to such Receivable by depositing in or crediting
to the Collection Account the amount of Monthly P&I allocable to interest
scheduled to have been paid during such Collection Period, assuming that such
Receivable was paid on its due date, minus the amount of Monthly P&I actually
received and allocated to interest, if any, with respect to such Receivable
during such Collection Period.

          (b)  If the Servicer determines that it has made an Unreimbursed
Servicer Advance, the Servicer shall reimburse itself for such Unreimbursed
Servicer Advance from unrelated amounts received by the Servicer on or in
respect of the Receivables (including Liquidation Proceeds and all amounts
received by the Servicer in connection with the repossession and sale of a
Financed Vehicle (whether or not the related Receivable has been classified as a
Defaulted Receivable)); provided, however, that the Servicer shall furnish to
the Indenture Trustee and the Owner Trustee, on or before the Distribution Date
following the Collection Period during which such reimbursement is taken, a
certificate of a Servicing Officer setting forth the basis for such
determination, the amount of such Unreimbursed Servicer Advance, the Receivable
with respect to which such Unreimbursed Servicer Advance was made and the
installments or other proceeds with respect to which such reimbursement was
taken.

          SECTION 4.5   Additional Deposits. The Depositor and the Servicer
shall deposit or cause to be deposited in the Collection Account the aggregate
Purchase Amount with respect to Purchased Receivables pursuant to Section 2.4,
3.7 or 9.1. All such deposits with respect to a Collection Period shall be made
in immediately available funds no later than 5:00 p.m., New York City time, on
the Business Day preceding the Distribution Date following such Collection
Period.

          SECTION 4.6   Determination Date Calculations; Application of
Available Funds.

          (a)  On each Determination Date, the Servicer shall calculate the
following amounts:

               (i)    the Available Collections for the following Distribution
     Date;

               (ii)   the Total Servicing Fee for the preceding Collection
     Period;

               (iii)  the Total Note Interest for each Class of Class A Notes
     for the following Distribution Date;

               (iv)   the Priority Principal Distributable Amount for the
     following Distribution Date;

                                       33



               (v)    the Total Note Interest for the Class B Notes for the
     following Distribution Date;

               (vi)   the Total Note Interest for the Class C Notes for the
     following Distribution Date;

               (vii)  the sum of the amounts described in clauses (ii) through
     (vi) above (the "Required Payment Amount"); and

               (viii) the Regular Principal Distributable Amount.

          (b)  On each Determination Date, the Servicer shall calculate the
following amounts:

               (i)    the lesser of (A) the amount, if any, by which the
     Required Payment Amount for the following Distribution Date exceeds the
     Available Collections for such Distribution Date and (B) the Reserve
     Account Amount for such Distribution Date (before giving effect to any
     deposits to or withdrawals from the Reserve Account on such Distribution
     Date) (such lesser amount, the "Reserve Account Draw Amount"); provided,
     however, that if on the last day of the preceding Collection Period the
     Pool Balance is zero, the Reserve Account Draw Amount for such Distribution
     Date shall equal the Reserve Account Amount for such Distribution Date;

               (ii)   the Reserve Account Amount for the following Distribution
     Date (after giving effect to the withdrawal of the Reserve Account Draw
     Amount for such Distribution Date); and

               (iii)  the amount, if any, by which the Required Reserve Account
     Amount for the following Distribution Date exceeds the Reserve Account
     Amount for such Distribution Date (after giving effect to the withdrawal of
     the Reserve Account Draw Amount for such Distribution Date) (such excess,
     the "Reserve Account Deficiency").

          On each Distribution Date, the Servicer shall instruct the Indenture
Trustee to transfer the Reserve Account Draw Amount, if any, for such
Distribution Date from the Reserve Account to the Collection Account.

          (c)  [RESERVED].

          (d)  On each Distribution Date, the Servicer shall instruct the
Indenture Trustee in writing to apply the Available Funds for such Distribution
Date to make the payments and deposits set forth in Section 2.8(a) of the
Indenture.

          SECTION 4.7   Reserve Account.

          (a)  The Servicer shall establish, on or before the Closing Date, and
maintain in the name of the Indenture Trustee at an Eligible Institution (which
shall initially be the Indenture Trustee) a segregated trust account designated
as the Reserve Account (the "Reserve Account"). The Reserve Account shall be
held in trust for the benefit of the Noteholders and the

                                       34



Certificateholders. The Reserve Account shall be under the sole dominion and
control of the Indenture Trustee; provided, however, that the Servicer may make
deposits to and direct the Indenture Trustee in writing to make withdrawals from
the Reserve Account in accordance with this Agreement and the Indenture. On the
Closing Date, the Depositor shall deposit the Initial Reserve Account Deposit
into the Reserve Account from the net proceeds of the sale of the Notes. The
Reserve Account and all amounts, securities, investments, financial assets and
other property deposited in or credited to the Reserve Account (the "Reserve
Account Property") has been conveyed by the Depositor to the Trust pursuant to
Section 2.1(a). Pursuant to the Indenture, the Trust will pledge all of its
right, title and interest in, to and under the Reserve Account and the Reserve
Account Property to the Indenture Trustee on behalf of the Noteholders and the
Certificateholders to secure its obligations under the Notes and the Indenture.

          (b)  The Reserve Account Property shall, to the extent permitted by
applicable law, rules and regulations, be invested, as directed in writing by
the Servicer, by the bank or trust company then maintaining the Reserve Account
in Permitted Investments that mature not later than the Business Day preceding
the Distribution Date following the Collection Period during which such
investment is made. All such Permitted Investments shall be held to maturity.
All interest and other income (net of losses and investment expenses) on funds
on deposit in the Reserve Account shall, at the written direction of the
Servicer, be paid to the Certificateholders, on any Distribution Date to the
extent that funds on deposit therein, as certified by the Servicer, exceed the
Required Reserve Account Amount. If the Reserve Account is no longer to be
maintained at the Indenture Trustee, the Servicer shall, with the Indenture
Trustee's assistance as necessary, promptly (and in any case within ten (10)
calendar days or such longer period not to exceed thirty (30) calendar days as
to which each Rating Agency may consent) cause the Reserve Account to be moved
to an Eligible Institution. The Servicer shall promptly notify the Indenture
Trustee and the Owner Trustee in writing of any change in the account number or
location of the Reserve Account.

          (c)  With respect to any Reserve Account Property:

               (i)    any Reserve Account Property that is a "financial asset"
     (as defined in Section 8-102(a)(9) of the Relevant UCC) shall be physically
     delivered to, or credited to an account in the name of, the Eligible
     Institution maintaining the Reserve Account, in accordance with such
     institution's customary procedures such that such institution establishes a
     "securities entitlement" in favor of the Indenture Trustee with respect
     thereto;

               (ii)   any Reserve Account Property that is held in deposit
     accounts shall be held solely in the name of the Indenture Trustee at one
     or more depository institutions having the Required Rating and each such
     deposit account shall be subject to the exclusive custody and control of
     the Indenture Trustee and the Indenture Trustee shall have sole signature
     authority with respect thereto; and

               (iii)  except for any deposit accounts specified in clause (ii)
     above, the Reserve Account shall only be invested in securities or in other
     assets which the Eligible Institution maintaining the Reserve Account
     agrees to treat as "financial assets" (as defined in Section 8-102(a)(9) of
     the Relevant UCC).

                                       35



          (d)  If any Class of Notes has not been paid in full on any
Distribution Date on or after its Final Scheduled Distribution Date (after
giving effect to the distribution of Available Funds on such Distribution Date),
the Servicer shall instruct the Indenture Trustee to distribute to the Holders
of that Class of Notes, from amounts on deposit in the Reserve Account, an
amount equal to the lesser of (i) the amount on deposit in the Reserve Account
and (ii) the outstanding principal amount of that Class of Notes. If the Reserve
Account Amount for any Distribution Date (after giving effect to the withdrawal
of the Reserve Account Draw Amount for such Distribution Date and the
distribution described in the preceding sentence) exceeds the Required Reserve
Account Amount for such Distribution Date, the Servicer shall instruct the
Indenture Trustee in writing to distribute the amount of such excess to the
Certificate Payment Account for payment to the Certificateholders. The Indenture
Trustee and the Owner Trustee hereby release, on each Distribution Date, their
security interest in, to and under Reserve Account Property distributed to the
Certificateholders.

          (e)  If the Note Balance, and all other amounts owing or to be
distributed hereunder or under the Indenture or the Trust Agreement to the
Noteholders, or the Certificateholders, have been paid in full and the Trust has
been terminated, any remaining Reserve Account Property shall be distributed to
the Certificateholders.

          SECTION 4.8   Net Deposits. As an administrative convenience,
unless the Servicer is required to remit collections on a daily basis pursuant
to the first sentence of Section 4.2, the Depositor and the Servicer may make
any remittance pursuant to this Article IV with respect to a Collection Period
net of distributions or reimbursements to be made to the Depositor or the
Servicer with respect to such Collection Period; provided, however, that such
obligations shall remain separate obligations, no party shall have a right of
offset and each such party shall account for all of the above described
remittances and distributions as if the amounts were deposited and/or
transferred separately.

          SECTION 4.9   Statements to Noteholders and Certificateholders. On or
prior to each Distribution Date, the Servicer shall provide to the Indenture
Trustee (with copies to the Depositor, the Rating Agencies and each Paying
Agent), for the Indenture Trustee to forward to each Noteholder of record as of
the most recent Record Date and to the Owner Trustee (with copies to the
Depositor, the Rating Agencies and each Paying Agent) for the Owner Trustee to
forward to each Certificateholder of record as of the most recent Record Date, a
statement in substantially the form of Exhibit B or Exhibit C, as applicable.
Each such statement shall set forth at least the following information as to the
Notes and the Certificates (to the extent applicable) with respect to the
distribution to be made on such Distribution Date:

               (i)    the amount of such distribution allocable to principal for
     each Class of Notes;

               (ii)   the Priority Principal Distributable Amount for such
     Distribution Date;

               (iii)  the Regular Principal Distributable Amount for such
     Distribution Date;

               (iv)   the amount of such distribution allocable to current and
     overdue interest (including any interest on overdue interest) for each
     Class of Notes;

                                       36



               (v)    the Total Servicing Fee for the preceding Collection
     Period;

               (vi)   the aggregate outstanding principal balance of each
     Class of Notes and the Note Pool Factor with respect to each Class of Notes
     (in each case after giving effect to payments allocated to principal
     reported under clause (i) above);

               (vii)  the Pool Balance as of the close of business on the last
     day of the preceding Collection Period;

               (viii) the Reserve Account Amount on such Distribution Date
     (after giving effect to all deposits to or withdrawals from the Reserve
     Account on such Distribution Date);

               (ix)   the aggregate Purchase Amount of Receivables repurchased
     by the Depositor or purchased by the Servicer, if any, with respect to the
     preceding Collection Period;

               (x)    the number and aggregate Principal Balance of Receivables
     that were 31-60 days, 61-90 days or 91 days or more delinquent as of the
     last day of the preceding Collection Period;

               (xi)   the Net Losses with respect to the preceding Collection
     Period;

               (xii)  the Overcollateralization Target Amount for such
     Distribution Date and the amount by which the Pool Balance exceeds the Note
     Balance as of such Distribution Date (after giving effect to any payments
     made to the Holders of the Notes on such Distribution Date);

               (xiii) the amount of Available Collections for the preceding
     Collection Period; and

               (xiv)  the amount of Excess Collections with respect to such
     Distribution Date.

          SECTION 4.10  Control of Securities Accounts. Notwithstanding anything
to the contrary contained herein, the Trust agrees that each of the Collection
Account, the Note Payment Account, the Certificate Payment Account and the
Reserve Account will only be established at an Eligible Institution that agrees
substantially as follows: (i) it will comply with "entitlement orders" (as
defined in Section 8-102(a)(8) of the Relevant UCC) relating to such accounts
issued by the Indenture Trustee without further consent by the Trust; (ii) until
the termination of the Indenture, it will not enter into any other agreement
relating to any such account pursuant to which it agrees to comply with
entitlement orders of any Person other than the Indenture Trustee; and (iii) all
assets delivered or credited to it in connection with such accounts and all
investments thereof will be promptly credited to such accounts.

                                       37



                                    ARTICLE V
                                   [RESERVED]

                                   ARTICLE VI
                                  THE DEPOSITOR

          SECTION 6.1   Representations and Warranties of Depositor. The
Depositor makes the following representations and warranties on which the Trust
shall be deemed to have relied in accepting the Trust Property. The
representations and warranties speak as of the execution and delivery of this
Agreement and shall survive the sale, transfer, assignment and conveyance of the
Trust Property to the Trust pursuant to this Agreement and the pledge of the
Trust Property to the Indenture Trustee pursuant to the Indenture:

          (a)  Organization and Good Standing. The Depositor has been duly
organized and is validly existing as a limited liability company in good
standing under the laws of the State of Delaware, has the power, authority and
legal right to own its properties and to conduct its business as such properties
are currently owned and such business is currently conducted, and has the power,
authority and legal right to acquire, own and sell the Receivables.

          (b)  Due Qualification. The Depositor is duly qualified to do business
as a foreign limited liability company in good standing and has obtained all
necessary licenses and approvals in each jurisdiction in which the failure to so
qualify or to obtain such licenses and approvals would, in the reasonable
judgment of the Depositor, materially and adversely affect the performance by
the Depositor of its obligations under, or the validity or enforceability of,
this Agreement, any of the other Transaction Documents to which the Depositor is
a party, the Receivables, the Notes or the Certificates.

          (c)  Power and Authority. The Depositor has the power and authority to
execute, deliver and perform its obligations under this Agreement and the other
Transaction Documents to which it is a party. The Depositor has the power and
authority to sell, assign, transfer and convey the property to be transferred to
and deposited with the Trust and has duly authorized such transfer and deposit
by all necessary limited liability company action, and the execution, delivery
and performance of this Agreement and the other Transaction Documents to which
the Depositor is a party have been duly authorized by the Depositor by all
necessary limited liability company action.

          (d)  Valid Transfer; Binding Obligation. This Agreement effects a
valid sale, transfer, assignment and conveyance to the Trust of the Receivables
and the other Trust Property enforceable against all creditors of and purchasers
from the Depositor. This Agreement and the other Transaction Documents to which
the Depositor is a party constitute legal, valid and binding obligations of the
Depositor, enforceable against the Depositor in accordance with their terms,
subject, as to enforceability, to applicable bankruptcy, insolvency,
reorganization, conservatorship, receivership, liquidation and other similar
laws and to general equitable principles.

          (e)  No Violation. The execution, delivery and performance by the
Depositor of this Agreement and the other Transaction Documents to which the
Depositor is a party, the

                                       38



consummation of the transactions contemplated hereby and thereby and the
fulfillment of the terms hereof and thereof will not conflict with, result in a
breach of any of the terms and provisions of or constitute (with or without
notice or lapse of time or both) a default under the certificate of formation or
limited liability company agreement of the Depositor or any material indenture,
agreement, mortgage, deed of trust or other instrument to which the Depositor is
a party or by which the Depositor is bound or to which any of its properties are
subject, or result in the creation or imposition of any lien upon any of its
properties pursuant to the terms of any such indenture, agreement, mortgage,
deed of trust or other instrument (other than pursuant to this Agreement), or
violate any law, order, rule or regulation applicable to the Depositor or its
properties of any federal or state regulatory body, court, administrative agency
or other governmental instrumentality having jurisdiction over the Depositor or
any of its properties.

          (f)  No Proceedings. There are no proceedings or investigations
pending or, to the knowledge of the Depositor, threatened against the Depositor
before any court, regulatory body, administrative agency or other governmental
instrumentality having jurisdiction over the Depositor or its properties (i)
asserting the invalidity of this Agreement, the Indenture, the Trust Agreement,
any of the other Transaction Documents, the Notes or the Certificates, (ii)
seeking to prevent the issuance of the Notes or the Certificates or the
consummation of any of the transactions contemplated by this Agreement, the
Indenture, the Trust Agreement or any of the other Transaction Documents, (iii)
seeking any determination or ruling that, in the reasonable judgment of the
Depositor, would materially and adversely affect the performance by the
Depositor of its obligations under, or the validity or enforceability of, this
Agreement, the Indenture, the Trust Agreement, any of the other Transaction
Documents, the Receivables, the Notes or the Certificates, or (iv) that, in the
reasonable judgment of the Depositor, would adversely affect the federal or
Applicable Tax State income, excise, franchise or similar tax attributes of the
Trust or of the Notes or the Certificates.

          SECTION 6.2   Liability of Depositor; Indemnities.

          (a)  The Depositor shall be liable in accordance herewith only to the
extent of the obligations specifically undertaken by the Depositor under this
Agreement.

          (b)  The Depositor shall indemnify, defend and hold harmless the
Trust, the Owner Trustee and the Indenture Trustee from and against any taxes
that may at any time be asserted against any such Person with respect to, and as
of the date of, the transfer of the Receivables to the Trust or the issuance and
original sale of the Notes or the Certificates, including any sales, gross
receipts, general corporation, tangible personal property, privilege or license
taxes (but, in the case of the Trust, not including any taxes asserted with
respect to ownership of the Receivables or federal or other Applicable Tax State
income taxes arising out of the transactions contemplated by this Agreement and
the other Transaction Documents), and all costs and expenses in defending
against such taxes.

          (c)  The Depositor shall indemnify, defend and hold harmless the
Trust, the Owner Trustee, the Indenture Trustee, the Noteholders and the
Certificateholders from and against any loss, liability or expense incurred by
reason of (i) the Depositor's willful misfeasance, bad faith or gross negligence
in the performance of its duties under this Agreement or any other Transaction
Document to which it is a party or by reason of a reckless disregard of

                                       39



its obligations and duties under this Agreement or any other Transaction
Document to which it is a party and (ii) the Depositor's violation of federal or
state securities laws in connection with the registration or the sale of the
Notes or the Certificates.

          (d)  The Depositor shall indemnify, defend and hold harmless the Owner
Trustee and the Indenture Trustee and their respective officers, directors,
employees and agents from and against all costs, expenses, losses, claims,
damages and liabilities arising out of or incurred in connection with the
acceptance or performance of the trusts and duties contained herein and in the
Trust Agreement, in the case of the Owner Trustee, and in the Indenture, in the
case of the Indenture Trustee, except to the extent that such cost, expense,
loss, claim, damage or liability (i) shall be due to the willful misfeasance,
bad faith or gross negligence (except for errors in judgment) of the Owner
Trustee or the Indenture Trustee, as applicable, (ii) in the case of the Owner
Trustee, shall arise from the breach by the Owner Trustee of any of its
representations or warranties set forth in the Trust Agreement, (iii) in the
case of the Indenture Trustee, shall arise from the breach by the Indenture
Trustee of any of its representations and warranties set forth in the Indenture
or (iv) relates to any tax other than the taxes with respect to which either the
Depositor or the Servicer shall be required to indemnify the Owner Trustee or
the Indenture Trustee, as applicable.

          (e)  The Depositor shall pay any and all taxes levied or assessed upon
all or any part of the Owner Trust Estate.

          Indemnification under this Section 6.2 shall survive the resignation
or removal of the Owner Trustee or the Indenture Trustee and the termination of
this Agreement and shall include reasonable fees and expenses of counsel and
expenses of litigation. If the Depositor shall have made any indemnity payments
pursuant to this Section 6.2 and the Person to or on behalf of whom such
payments are made thereafter shall collect any of such amounts from others, such
Person shall promptly repay such amounts to the Depositor, without interest.
Notwithstanding anything to the contrary contained herein, the Depositor shall
only be required to pay (i) any fees, expenses, indemnities or other liabilities
that it may incur under the Transaction Documents from funds available pursuant
to, and in accordance with, the payment priorities set forth in this Agreement
and (ii) to the extent the Depositor has additional funds available (other than
funds described in the preceding clause (i)) that would be in excess of amounts
that would be necessary to pay the debt and other obligations of the Depositor
in accordance with the Depositor's certificate of formation, operating agreement
and all financing documents to which the Depositor is a party. The agreement set
forth in the preceding sentence shall constitute a subordination agreement for
purposes of Section 510(a) of the Bankruptcy Code. In addition, no amount owing
by the Depositor hereunder in excess of liabilities that it is required to pay
in accordance with the preceding sentence shall constitute a "claim" (as defined
in Section 101(5) of the Bankruptcy Code) against it.

          SECTION 6.3   Merger or Consolidation of, or Assumption of the
Obligations of, Depositor. Any Person (i) into which the Depositor shall be
merged or consolidated, (ii) resulting from any merger, conversion or
consolidation to which the Depositor shall be a party or (iii) that shall
succeed by purchase and assumption to all or substantially all of the business
of the Depositor, which Person in any of the foregoing cases executes an
agreement of assumption to perform every obligation of the Depositor under this
Agreement, shall be the successor to the

                                       40



Depositor under this Agreement without the execution or filing of any other
document or any further act on the part of any of the parties to this Agreement;
provided, however, that (x) the Depositor shall have delivered to the Owner
Trustee and the Indenture Trustee an Officer's Certificate and an Opinion of
Counsel each stating that such merger, conversion, consolidation or succession
and such agreement of assumption comply with this Section 6.3, (y) the Depositor
shall have delivered to the Owner Trustee and the Indenture Trustee an Opinion
of Counsel either (A) stating that, in the opinion of such counsel, all
financing statements and continuation statements and amendments thereto have
been authorized and filed that are necessary to fully preserve and protect the
interest of the Trust and the Indenture Trustee, respectively, in the
Receivables, and reciting the details of such filings or referring to prior
Opinions of Counsel in which such details are given, or (B) stating that, in the
opinion of such counsel, no such action shall be necessary to fully preserve and
protect such interest and (z) the Rating Agency Condition shall have been
satisfied. Notwithstanding anything to the contrary contained herein, the
execution of the foregoing agreement of assumption and compliance with clauses
(x), (y) and (z) above shall be conditions to the consummation of the
transactions referred to in clauses (i), (ii) and (iii) above.

          SECTION 6.4   Limitation on Liability of Depositor and Others.

          (a)  Neither the Depositor nor any of the directors, officers,
employees or agents of the Depositor shall be under any liability to the Trust,
the Noteholders or the Certificateholders for any action taken or for refraining
from the taking of any action pursuant to this Agreement or for errors in
judgment; provided, however, that this provision shall not protect the Depositor
or any such Person against any liability that would otherwise be imposed by
reason of willful misfeasance or bad faith in the performance of duties or by
reason of reckless disregard of obligations and duties under this Agreement, or
by reason of gross negligence in the performance of duties under this Agreement
(except for errors in judgment). The Depositor, and its directors, officers,
employees and agents, may rely in good faith on the advice of counsel or on any
document of any kind prima facie properly executed and submitted by any Person
in respect of any matters arising under this Agreement.

          (b)  The Depositor shall not be under any obligation to appear in,
prosecute or defend any legal action that shall not be incidental to its
obligations under this Agreement and that in its opinion may involve it in any
expense or liability.

          SECTION 6.5   Depositor May Own Notes or Certificates. The Depositor,
and any Affiliate of the Depositor, may, in its individual or any other
capacity, become the owner or pledgee of Notes or Certificates with the same
rights as it would have if it were not the Depositor or an Affiliate of the
Depositor, except as otherwise expressly provided herein (including in the
definitions of "Note Balance") or in the other Transaction Documents. Except as
otherwise expressly provided herein (including the definition of "Note Balance")
or in the other Transaction Documents, Notes and Certificates so owned by or
pledged to the Depositor or such Affiliate shall have an equal and proportionate
benefit under the provisions of this Agreement and the other Transaction
Documents, without preference, priority or distinction as among the Notes and
the Certificates.

          SECTION 6.6   [RESERVED].

                                       41



          SECTION 6.7   Certain Limitations.

          (a)  The purpose of the Depositor shall be limited to the conduct or
promotion of the following activities: (i) to acquire retail installment sales
contracts, purchase money notes or other notes between motor vehicle dealers or
lenders and purchasers of new and used automobiles, minivans, sport utility
vehicles, light-duty trucks, motorcycles or commercial vehicles (the "Motor
Vehicle Receivables"); (ii) to act as settlor or grantor of one or more trusts
or special purpose entities (each, a "Securitization Trust") formed pursuant to
a trust agreement or other agreement for the purpose of issuing one or more
series or classes of certificates, bonds, notes or other evidences of interest
or indebtedness (collectively, the "Securities") secured by or representing
beneficial interests in the Motor Vehicle Receivables; (iii) to acquire, lease,
own, hold, sell, transfer, convey, dispose of, pledge, assign, borrow money
against, finance, refinance or otherwise deal with, publicly or privately held
and whether with unrelated third parties or with affiliated entities, retail
installment sales contracts, purchase money notes or other notes between motor
vehicle dealers or lenders and purchasers of Motor Vehicle Receivables; (iv) to
acquire Securities or other property of a Securitization Trust (including
remainder interests in collateral or reserve accounts) or any interest in any of
the foregoing; (v) to issue, authorize, sell and deliver Securities or other
instruments secured or collateralized by the Securities; (vi) to own equity
interests in other limited liability companies or partnerships whose purposes
are substantially restricted to those described in clauses (i) through (v)
above; (vii) to borrow money other than pursuant to clause (iii) above, but only
to the extent that such borrowing is permitted by the terms of the transactions
contemplated by clauses (i) through (vi) above; and (viii) to (A) negotiate,
authorize, execute, deliver or assume or perform the obligations under any
agreement, instrument or document relating to the activities set forth in
clauses (i) through (vii) above, including the Basic Documents (as defined in
the limited liability company agreement of the Depositor) and (B) engage in any
lawful act or activity and to exercise any powers permitted to limited liability
companies organized under the laws of the State of Delaware that are incidental
to and necessary, convenient or advisable for the accomplishment of the
above-mentioned purposes, including the entering into of interest rate or basis
swap, cap, floor or collar agreements, currency exchange agreements or similar
hedging transactions and referral, management, servicing and administration
agreements. So long as any outstanding debt of the Depositor or Securities are
rated by any nationally recognized statistical rating organization, the
Depositor shall not issue notes or otherwise borrow money unless (1) the
Depositor has made a written request to the related nationally recognized
statistical rating organization to issue notes or incur borrowings, which notes
or borrowings are rated by the related nationally recognized statistical rating
organization the same as or higher than the rating afforded any outstanding
rated debt or Securities, or (2) such notes or borrowings (x) are fully
subordinated (and which shall provide for payment only after payment in respect
of all outstanding rated debt and/or Securities) or are nonrecourse against any
assets of the Depositor other than the assets pledged to secure such notes or
borrowings, (y) do not constitute a claim against the Depositor in the event
such assets are insufficient to pay such notes or borrowings and (z) where such
notes or borrowings are secured by the rated debt or Securities, are fully
subordinated (and which shall provide for payment only after payment in respect
of all outstanding rated debt and/or Securities) to such rated debt or
Securities.

          (b)  Notwithstanding any other provision of this Section and any
provision of law, the Depositor shall not do any of the following:

                                       42



               (i)    engage in any business or activity other than as set forth
     in clause (a) above; or

               (ii)   without the unanimous written consent of the members of
     the Depositor and the members of the Board of Directors of the Depositor
     (including all independent directors of the Depositor), (A) consolidate or
     merge the Depositor with or into any Person or sell all or substantially
     all of the assets of the Depositor, (B) institute proceedings to have the
     Depositor be adjudicated bankrupt or insolvent, or consent to the
     institution of bankruptcy or insolvency proceedings against Depositor, (C)
     file a petition seeking, or consent to, reorganization or relief with
     respect to the Depositor under any applicable federal or state law relating
     to bankruptcy, (D) consent to the appointment of a receiver, liquidator,
     assignee, trustee, sequestrator or other similar official of the Depositor
     or a substantial part of its property, (E) make any assignment for the
     benefit of creditors of the Depositor, (F) admit in writing the Depositor's
     inability to pay its debts generally as they become due, (G) take any
     action in furtherance of any action set forth in clauses (A) through (F)
     above or (H) to the fullest extent permitted by law, dissolve or liquidate
     the Depositor.

          (c)  The Depositor shall not amend its organizational documents except
in accordance with the provisions thereof.

                                   ARTICLE VII
                                  THE SERVICER

          SECTION 7.1   Representations and Warranties of Servicer. The Servicer
makes the following representations and warranties on which the Trust shall be
deemed to have relied in accepting the Trust Property. The representations and
warranties speak as of the execution and delivery of this Agreement and shall
survive the sale, transfer, assignment and conveyance of the Trust Property to
the Trust pursuant to this Agreement and the pledge of the Trust Property to the
Indenture Trustee pursuant to the Indenture:

          (a)  Organization and Good Standing. The Servicer has been duly
organized and is validly existing as a corporation in good standing under the
laws of the state of its incorporation, has the power, authority and legal right
to own its properties and to conduct its business as such properties are
currently owned and such business is currently conducted and has the power,
authority and legal right to acquire, own, sell and service the Receivables and
to hold the Receivable Files as custodian on behalf of the Trust.

          (b)  Due Qualification. The Servicer is duly qualified to do business
as a foreign corporation in good standing and has obtained all necessary
licenses and approvals in each jurisdiction in which the failure to so qualify
or to obtain such licenses and approvals would, in the reasonable judgment of
the Depositor, materially and adversely affect the performance by the Depositor
of its obligations under, or the validity or enforceability of, this Agreement,
the Indenture, the Trust Agreement, any of the other Transaction Documents, the
Receivables, the Notes or the Certificates.

                                       43



          (c)  Power and Authority. The Servicer has the power and authority to
execute, deliver and perform its obligations under this Agreement and the other
Transaction Documents to which it is a party, and the execution, delivery and
performance of this Agreement and the other Transaction Documents to which the
Servicer is a party have been duly authorized by the Servicer by all necessary
corporate action.

          (d)  Binding Obligation. This Agreement and the other Transaction
Documents to which the Servicer is a party constitute legal, valid and binding
obligations of the Servicer, enforceable against the Servicer in accordance with
their terms, subject, as to enforceability, to applicable bankruptcy,
insolvency, reorganization, conservatorship, receivership, liquidation and other
similar laws and to general equitable principles.

          (e)  No Violation. The execution, delivery and performance by the
Servicer of this Agreement and the other Transaction Documents to which the
Servicer is a party, the consummation of the transactions contemplated hereby
and thereby and the fulfillment of the terms hereof and thereof will not
conflict with, result in a breach of any of the terms and provisions of or
constitute (with or without notice or lapse of time or both) a default under the
articles of incorporation or bylaws of the Servicer or any material indenture,
agreement, mortgage, deed of trust or other instrument to which the Servicer is
a party or by which the Servicer is bound or to which any of its properties are
subject, or result in the creation or imposition of any lien upon any of its
properties pursuant to the terms of any such indenture, agreement, mortgage,
deed of trust or other instrument, or violate any law, order, rule or regulation
applicable to the Servicer or its properties of any federal or state regulatory
body, court, administrative agency or other governmental instrumentality having
jurisdiction over the Servicer or any of its properties.

          (f)  No Proceedings. There are no proceedings or investigations
pending, or, to the knowledge of the Servicer, threatened, against the Servicer
before any court, regulatory body, administrative agency or other tribunal or
governmental instrumentality having jurisdiction over the Servicer or its
properties (i) asserting the invalidity of this Agreement, (ii) seeking to
prevent the consummation of any of the transactions contemplated by this
Agreement or (iii) seeking any determination or ruling that, in the reasonable
judgment of the Servicer would materially and adversely affect the performance
by the Servicer of its obligations under, or the validity or enforceability of,
this Agreement or the Receivables.

          (g)  Security Interest Matters. The Servicer has in its possession all
original copies of the motor vehicle retail installment sale contracts that
constitute or evidence the Receivables. The motor vehicle retail installment
sale contracts that constitute or evidence the Receivables do not have any marks
or notations indicating that they have been pledged, assigned or otherwise
conveyed to any Person other than the Depositor, the Trust or the Indenture
Trustee.

          SECTION 7.2   Liability of Servicer; Indemnities.

          (a)  The Servicer shall be liable in accordance herewith only to the
extent of the obligations specifically undertaken by the Servicer under this
Agreement.

                                       44



          (b)  The Servicer shall indemnify, defend and hold harmless the Trust,
the Owner Trustee, the Indenture Trustee, the Noteholders, the
Certificateholders and the Depositor from and against all costs, expenses,
losses, claims, damages and liabilities arising out of or incurred in connection
with the use, ownership or operation by the Servicer or any Affiliate of the
Servicer of a Financed Vehicle.

          (c)  The Servicer shall indemnify, defend and hold harmless the Trust,
the Owner Trustee and the Indenture Trustee from and against any taxes that may
at any time be asserted against any such Person with respect to the transactions
contemplated in this Agreement or the other Transaction Documents, including any
sales, gross receipts, general corporation, tangible personal property,
privilege or license taxes (but, in the case of the Trust, not including any
taxes asserted with respect to, and as of the date of, the transfer of the
Receivables to the Trust or the issuance and original sale of the Notes or the
Certificates or asserted with respect to ownership of the Receivables or federal
or other Applicable Tax State income taxes arising out of the transactions
contemplated by this Agreement and the other Transaction Documents), and all
costs and expenses in defending against such taxes.

          (d)  The Servicer shall indemnify, defend and hold harmless the Trust,
the Owner Trustee, the Indenture Trustee, the Noteholders, the
Certificateholders and the Depositor from and against any loss, liability or
expense incurred by reason of the Servicer's willful misfeasance, bad faith or
gross negligence in the performance of its duties under this Agreement or any
other Transaction Document to which it is a party or by reason of a reckless
disregard of its obligations and duties under this Agreement or any other
Transaction Document to which it is a party.

          (e)  The Servicer shall indemnify, defend and hold harmless the Owner
Trustee and the Indenture Trustee and their respective officers, directors,
employees and agents from and against all costs, expenses, losses, claims,
damages and liabilities arising out of or incurred in connection with the
acceptance or performance of the trusts and duties contained herein and in the
Trust Agreement, in the case of the Owner Trustee, and in the Indenture, in the
case of the Indenture Trustee, except to the extent that such cost, expense,
loss, claim, damage or liability (i) shall be due to the willful misfeasance,
bad faith or gross negligence (except for errors in judgment) of the Owner
Trustee or the Indenture Trustee, as applicable, (ii) in the case of the Owner
Trustee, shall arise from the breach by the Owner Trustee of any of its
representations or warranties set forth in the Trust Agreement, (iii) in the
case of the Indenture Trustee, shall arise from the breach by the Indenture
Trustee of any of its representations and warranties set forth in the Indenture
or (iv) relates to any tax other than the taxes with respect to which either the
Depositor or the Servicer shall be required to indemnify the Owner Trustee or
the Indenture Trustee, as applicable.

          (f)  For purposes of this Section 7.2, in the event of a termination
of the rights and obligations of CarMax (or any successor Servicer) as Servicer
pursuant to Section 8.1 or a resignation by CarMax (or any successor Servicer)
as Servicer pursuant to Section 7.6, CarMax (or any successor Servicer) shall be
deemed to be the Servicer pending appointment of a successor Servicer (other
than the Indenture Trustee) pursuant to Section 8.2. Indemnification under this
Section 7.2 by CarMax (or any successor Servicer) as Servicer, with respect to
the period such Person was (or was deemed to be) the Servicer, shall survive the
termination of such

                                       45



Person as Servicer or a resignation by such Person as Servicer as well as the
resignation or removal of the Owner Trustee or the Indenture Trustee and the
termination of this Agreement and shall include reasonable fees and expenses of
counsel and expenses of litigation and the fees and expenses of the Owner
Trustee and the Indenture Trustee. If the Servicer shall have made any indemnity
payments pursuant to this Section 7.2 and the Person to or on behalf of whom
such payments are made thereafter shall collect any of such amounts from others,
such Person shall promptly repay such amounts to the Servicer, without interest.

          SECTION 7.3   Merger or Consolidation of, or Assumption of the
Obligations of, Servicer. Any Person (i) into which the Servicer shall be merged
or consolidated, (ii) resulting from any merger, conversion or consolidation to
which the Servicer shall be a party or (iii) that shall succeed by purchase and
assumption to all or substantially all of the business of the Servicer, which
Person in any of the foregoing cases is an Eligible Servicer and executes an
agreement of assumption to perform every obligation of the Servicer under this
Agreement, shall be the successor to the Servicer under this Agreement without
the execution or filing of any other document or any further act on the part of
any of the parties to this Agreement; provided, however, that (x) the Servicer
shall have delivered to the Depositor, the Owner Trustee and the Indenture
Trustee an Officer's Certificate and an Opinion of Counsel each stating that
such merger, conversion, consolidation or succession and such agreement of
assumption comply with this Section 7.3 and (y) the Servicer shall have
delivered to the Depositor, the Owner Trustee and the Indenture Trustee an
Opinion of Counsel either (A) stating that, in the opinion of such counsel, all
financing statements and continuation statements and amendments thereto have
been authorized and filed that are necessary to fully preserve and protect the
interest of the Trust and the Indenture Trustee, respectively, in the
Receivables, and reciting the details of such filings or referring to prior
Opinions of Counsel in which such details are given, or (B) stating that, in the
opinion of such counsel, no such action shall be necessary to fully preserve and
protect such interest. The Servicer shall provide prior written notice of any
merger, conversion, consolidation or succession pursuant to this Section 7.3 to
the Rating Agencies. Notwithstanding anything to the contrary contained herein,
the execution of the foregoing agreement of assumption and compliance with
clauses (x) and (y) above shall be conditions to the consummation of the
transactions referred to in clauses (i), (ii) and (iii) above.

          SECTION 7.4   Limitation on Liability of Servicer and Others.

          (a)  Neither the Servicer nor any of the directors, officers,
employees or agents of the Servicer shall be under any liability to the Trust,
the Noteholders or the Certificateholders for any action taken or for refraining
from the taking of any action pursuant to this Agreement or for errors in
judgment; provided, however, that this provision shall not protect the Servicer
or any such Person against any liability that would otherwise be imposed by
reason of willful misfeasance or bad faith in the performance of duties or by
reason of reckless disregard of obligations and duties under this Agreement, or
by reason of negligence in the performance of duties under this Agreement
(except for errors in judgment). The Servicer, and its directors, officers,
employees and agents, may rely in good faith on the advice of counsel or on any
document of any kind prima facie properly executed and submitted by any Person
in respect of any matters arising under this Agreement.

                                       46



          (b)  The Servicer shall not be under any obligation to appear in,
prosecute or defend any legal action that shall not be incidental to its duties
to service the Receivables in accordance with this Agreement and that in its
opinion may involve it in any expense or liability; provided, however, that the
Servicer may undertake any reasonable action that it may deem necessary or
desirable in respect of this Agreement and the rights and duties of the parties
to this Agreement and the interests of the Noteholders and the
Certificateholders under this Agreement. In such event, the legal expenses and
costs of such action and any liability resulting therefrom shall be expenses,
costs and liabilities of the Servicer.

          SECTION 7.5   Delegation of Duties. The Servicer may at any time
delegate its duties as servicer under this Agreement to third parties; provided,
however, that no such delegation shall relieve the Servicer of its
responsibilities with respect to such duties and the Servicer shall be solely
responsible for the fees of any such third party.

          SECTION 7.6   Servicer Not to Resign. Subject to the provisions of
Section 7.3, the Servicer shall not resign from its obligations and duties under
this Agreement except (i) upon a determination that the performance of its
duties is no longer permissible under applicable law or (ii) upon the
appointment of a successor Servicer and satisfaction of the Rating Agency
Condition with respect to such resignation and appointment. Any such
determination permitting the resignation of the Servicer shall be evidenced by
an Opinion of Counsel to such effect delivered to the Depositor, the Owner
Trustee and the Indenture Trustee. No such resignation shall become effective
until the Indenture Trustee or a successor Servicer shall have (i) assumed the
obligations and duties of the Servicer in accordance with Section 8.2 and (ii)
become the Administrator under the Administration Agreement pursuant to Section
8 thereof.

          SECTION 7.7   Servicer May Own Notes or Certificates. The Servicer,
and any Affiliate of the Servicer, may, in its individual or any other capacity,
become the owner or pledgee of Notes or Certificates with the same rights as it
would have if it were not the Servicer or an Affiliate of the Servicer, except
as otherwise expressly provided herein (including in the definitions of "Note
Balance") or in the other Transaction Documents. Except as otherwise expressly
provided herein (including in the definitions of "Note Balance") or in the other
Transaction Documents, Notes and Certificates so owned by or pledged to the
Servicer or such Affiliate shall have an equal and proportionate benefit under
the provisions of this Agreement and the other Transaction Documents, without
preference, priority or distinction as among the Notes and the Certificates.

                                  ARTICLE VIII
                              SERVICING TERMINATION

          SECTION 8.1   Events of Servicing Termination.

          (a)  The occurrence of any one of the following events shall
constitute an event of servicing termination hereunder (each, an "Event of
Servicing Termination"):

               (i)    any failure by the Servicer to deliver to the Owner
     Trustee or the Indenture Trustee the Servicer's Certificate for any
     Collection Period, which failure shall continue unremedied beyond the
     earlier of three (3) Business Days following the date such Servicer's
     Certificate was required to be delivered and the Business Day preceding

                                       47



     the related Distribution Date, or any failure by the Servicer to make any
     required payment or deposit under this Agreement, which failure shall
     continue unremedied beyond the earlier of five (5) Business Days following
     the date such payment or deposit was due and, in the case of a payment or
     deposit to be made no later than a Distribution Date or the Business Day
     preceding a Distribution Date, such Distribution Date or preceding Business
     Day, as applicable; or

               (ii)   any failure by the Servicer duly to observe or perform in
     any material respect any other covenant or agreement in this Agreement,
     which failure shall materially and adversely affect the rights of the
     Depositor or the Noteholders and shall continue unremedied for a period of
     sixty (60) days after the date on which written notice of such failure,
     requiring the same to be remedied, shall have been given to the Servicer by
     the Depositor, the Owner Trustee or the Indenture Trustee or to the
     Depositor, the Seller, the Servicer, the Owner Trustee and the Indenture
     Trustee by the Holders of Notes evidencing not less than 25% of the Note
     Balance of the Controlling Class; or

               (iii)  any representation or warranty of the Servicer made in
     this Agreement or in any certificate delivered pursuant hereto or in
     connection herewith, other than any representation and warranty relating to
     a Receivable that has been purchased by the Servicer, proving to have been
     incorrect in any material respect as of the time when the same shall have
     been made, and the circumstance or condition in respect of which such
     representation or warranty was incorrect shall not have been eliminated or
     otherwise cured for a period of thirty (30) days after the date on which
     written notice of such circumstance or condition, requiring the same to be
     eliminated or cured, shall have been given to the Servicer by the Depositor
     or the Indenture Trustee or to the Depositor, the Seller, the Servicer and
     the Indenture Trustee by the Holders of Notes evidencing not less than 25%
     of the Note Balance of the Controlling Class; or

               (iv)   the entry of a decree or order by a court or agency or
     supervisory authority of competent jurisdiction for the appointment of a
     conservator, receiver, liquidator or trustee for the Servicer in any
     bankruptcy, insolvency, readjustment of debt, marshalling of assets and
     liabilities or similar proceeding, or for the winding up or liquidation of
     its affairs, which decree or order continues unstayed and in effect for a
     period of sixty (60) consecutive days; or

               (v)    the consent by the Servicer to the appointment of a
     conservator, receiver, liquidator or trustee in any bankruptcy, insolvency,
     readjustment of debt, marshalling of assets and liabilities or similar
     proceeding of or relating to the Servicer or relating to substantially all
     of its property, the admission in writing by the Servicer of its inability
     to pay its debts generally as they become due, the filing by the Servicer
     of a petition to take advantage of any applicable bankruptcy, insolvency or
     reorganization statute, the making by the Servicer of an assignment for the
     benefit of its creditors or the voluntary suspension by the Servicer of
     payment of its obligations.

          If an Event of Servicing Termination shall have occurred and be
continuing, the Indenture Trustee or the Holders of Notes evidencing not less
than 51% of the Note Balance of the Controlling Class, in each case by notice
then given in writing to the Depositor and the

                                       48



Servicer (with a copy to the Indenture Trustee and the Owner Trustee if given by
the Noteholders), may terminate all of the rights and obligations of the
Servicer under this Agreement; provided, however, that the indemnification
obligations of the Servicer under Section 7.2 shall survive such termination. On
or after the receipt by the Servicer of such written notice, all authority and
power of the Servicer under this Agreement, whether with respect to the Notes,
the Certificates, the Trust Property or otherwise, shall pass to and be vested
in the Indenture Trustee or a successor Servicer appointed under Section 8.2
and, without limitation, the Indenture Trustee and the Owner Trustee shall be
authorized and empowered to execute and deliver, on behalf of the Servicer, as
attorney-in-fact or otherwise, any and all documents and other instruments, and
to do or accomplish all other acts or things necessary or appropriate to effect
the purposes of such notice of termination, whether to complete the transfer and
endorsement of the Receivable Files or the certificates of title to the Financed
Vehicles or otherwise. The Servicer shall cooperate with the Indenture Trustee,
the Owner Trustee and such successor Servicer in effecting the termination of
its responsibilities and rights as Servicer under this Agreement, including the
transfer to the Indenture Trustee or such successor Servicer for administration
of all cash amounts that are at the time held by the Servicer for deposit or
thereafter shall be received with respect to a Receivable, all Receivable Files
and all information or documents that the Indenture Trustee or such successor
Servicer may require. In addition, the Servicer shall transfer its electronic
records relating to the Receivables to the successor Servicer in such electronic
form as the successor Servicer may reasonably request. All reasonable costs and
expenses (including reasonable attorneys' fees) incurred or payable by the
successor Servicer in connection with the transfer of servicing (whether due to
termination, resignation or otherwise), including allowable compensation of
employees and overhead costs incurred or payable in connection with the transfer
of the Receivable Files or any amendment to this Agreement required in
connection with the transfer of servicing, (the "Transition Costs") shall be
paid by the outgoing Servicer (or by the initial Servicer if the outgoing
Servicer is the Indenture Trustee acting on an interim basis) upon presentation
of reasonable documentation of such costs and expenses.

          (b)  The Indenture Trustee and the Owner Trustee shall have no
obligation to notify the Noteholders, the Certificateholders or any other Person
of the occurrence of any event specified in Section 8.1(a) prior to the
continuance of such event through the end of any cure period specified in
Section 8.1(a).

          SECTION 8.2   Indenture Trustee to Act; Appointment of Successor
Servicer. Upon the resignation of the Servicer pursuant to Section 7.6 or the
termination of the Servicer pursuant to Section 8.1, the Indenture Trustee shall
be the successor in all respects to the Servicer in its capacity as Servicer
under this Agreement and shall be subject to all the obligations and duties
placed on the Servicer by the terms and provisions of this Agreement; provided,
however, that the Indenture Trustee, as successor Servicer, shall not, in any
event, make any Simple Interest Advances pursuant to Section 4.4 and shall have
no obligations pursuant to Section 3.8 with respect to the fees and expenses of
the Owner Trustee or the Indenture Trustee, the fees and expenses of the Owner
Trustee's attorneys or the Indenture Trustee's attorneys, the fees and expenses
of any custodian appointed by the Owner Trustee or the Indenture Trustee, the
fees and expenses of independent accountants or expenses incurred in connection
with distributions and reports to the Certificateholders or the Noteholders. As
compensation therefor, the Indenture Trustee shall be entitled to such
compensation (whether payable out of the Collection Account or

                                       49



otherwise) as the Servicer would have been entitled to under this Agreement if
no such resignation or termination had occurred, except that all collections on
or in respect of the Receivables shall be deposited in the Collection Account
within two (2) Business Days of receipt and shall not be retained by the
Servicer. Notwithstanding the foregoing, the Indenture Trustee may, if it shall
be unwilling so to act, or shall, if it is legally unable so to act, appoint, or
petition a court of competent jurisdiction to appoint, an Eligible Servicer as
the successor to the terminated Servicer under this Agreement. In connection
with such appointment, the Indenture Trustee may make such arrangements for the
compensation of such successor Servicer out of collections on or in respect of
the Receivables as it and such successor shall agree; provided, however, that
such compensation shall not be greater than that payable to CarMax as Servicer
hereunder without the prior consent of the Holders of Notes evidencing at least
a majority of the Note Balance of the Controlling Class. The Indenture Trustee
and such successor shall take such action, consistent with this Agreement, as
shall be necessary to effectuate any such succession. The Indenture Trustee
shall not be relieved of its duties as successor Servicer under this Section 8.2
until a newly appointed Servicer shall have assumed the obligations and duties
of the terminated Servicer under this Agreement. Notwithstanding anything to the
contrary contained herein, in no event shall the Indenture Trustee be liable for
any servicing fee or for any differential in the amount of the servicing fee
paid hereunder and the amount necessary to induce any successor Servicer to act
as successor Servicer hereunder.

          SECTION 8.3   Effect of Servicing Transfer.

          (a)  After a transfer of servicing hereunder, the Indenture Trustee or
successor Servicer shall notify the Obligors to make directly to the successor
Servicer payments that are due under the Receivables after the effective date of
such transfer.

          (b)  Except as provided in Section 8.2, after a transfer of servicing
hereunder, the outgoing Servicer shall have no further obligations with respect
to the administration, servicing, custody or collection of the Receivables and
the successor Servicer shall have all of such obligations, except that the
outgoing Servicer will transmit or cause to be transmitted directly to the
successor Servicer for its own account, promptly on receipt and in the same form
in which received, any amounts or items held by the outgoing Servicer (properly
endorsed where required for the successor Servicer to collect any such items)
received as payments upon or otherwise in connection with the Receivables.

          (c)  Any successor Servicer shall provide the Depositor with access to
the Receivable Files and to the successor Servicer's records (whether written or
automated) with respect to the Receivable Files. Such access shall be afforded
without charge, but only upon reasonable request and during normal business
hours at the offices of the successor Servicer. Nothing in this Section 8.3
shall affect the obligation of the successor Servicer to observe any applicable
law prohibiting disclosure of information regarding the Obligors, and the
failure of the Servicer to provide access to information as a result of such
obligation shall not constitute a breach of this Section 8.3.

          (d)  Any transfer of servicing hereunder shall not constitute an
assumption by the related successor Servicer of any liability of the related
outgoing Servicer arising out of any

                                       50



breach by such outgoing Servicer of such outgoing Servicer's duties hereunder
prior to such transfer of servicing.

          SECTION 8.4   Notification to Noteholders, Certificateholders and
Rating Agencies. Upon any notice of an Event of Servicing Termination or upon
any termination of, or any appointment of a successor to, the Servicer pursuant
to this Article VIII, the Indenture Trustee shall give prompt written notice
thereof to the Noteholders and the Owner Trustee shall give prompt written
notice thereof to the Certificateholders and to the Rating Agencies.

          SECTION 8.5   Waiver of Past Events of Servicing Termination. The
Holders of Notes evidencing not less than 51% of the Note Balance of the
Controlling Class may, on behalf of all Noteholders, waive any Event of
Servicing Termination and its consequences, except an event resulting from the
failure to make any required deposits to or payments from the Collection
Account, the Note Payment Account, the Certificate Payment Account, or the
Reserve Account in accordance with this Agreement. Upon any such waiver of an
Event of Servicing Termination, such event shall cease to exist, and shall be
deemed to have been remedied for every purpose of this Agreement. No such waiver
shall extend to any subsequent or other event or impair any right arising
therefrom, except to the extent expressly so waived.

          SECTION 8.6   Repayment of Advances. If the identity of the Servicer
shall change, the predecessor Servicer shall be entitled to receive
reimbursement for outstanding and unreimbursed Simple Interest Advances made
pursuant to Section 4.4 by the predecessor Servicer.

                                   ARTICLE IX
                                   TERMINATION

          SECTION 9.1   Optional Purchase of All Receivables.

          (a)  If, as of the last day of any Collection Period, the Pool Balance
shall be less than or equal to 10% of the initial Pool Balance, the Servicer
shall have the option to purchase on the following Distribution Date the Owner
Trust Estate, other than the Collection Account, the Note Payment Account, the
Certificate Payment Account or the Reserve Account. To exercise such option, the
Servicer shall notify the Depositor, the Owner Trustee, the Indenture Trustee
and the Rating Agencies no later than thirty (30) days prior to the Distribution
Date on which such repurchase is to be effected and shall deposit into the
Collection Account on the Business Day preceding such Distribution Date an
amount equal to the aggregate Purchase Amount for the Receivables, plus the
appraised value of any other Trust Property, other than the Collection Account,
the Note Payment Account, the Certificate Payment Account or the Reserve
Account, such value to be determined by an appraiser mutually agreed upon by the
Servicer, the Owner Trustee and the Indenture Trustee; provided, however, that
the Servicer shall not be permitted to exercise such option unless the amount to
be deposited in the Collection Account pursuant to this Section 9.1(a) is at
least equal to the sum of all amounts due to the Servicer under this Agreement
plus the Note Balance plus all accrued but unpaid interest (including any
overdue interest) on the Notes plus all amounts due to the Servicer in any
outstanding and unreimbursed Simple Interest Advances and any outstanding and
unreimbursed Unreimbursed Servicer Advances. Upon such payment, the Servicer
shall succeed to and own all interests in

                                       51



and to the Trust. The aggregate Purchase Amount for such Distribution Date,
plus, to the extent necessary, all amounts in the Reserve Account, shall be used
to make payments in full to the Noteholders in the manner set forth in Article
IV.

          (b)  If, at the time the Servicer exercises its purchase option
hereunder, the Servicer's long-term unsecured debt has a rating lower than
investment grade by the Rating Agencies, the Servicer shall deliver to the
Depositor, the Owner Trustee and the Indenture Trustee on such Distribution Date
(i) a letter from an Independent investment bank or an Independent public
accountant to the effect that the price paid by the Servicer for the Receivables
at the time of transfer pursuant to such purchase option represented a fair
market price for such Receivables or (ii) a letter from the Rating Agencies to
the effect that no such letter is required.

          (c)  Following the satisfaction and discharge of the Indenture and the
payment in full of the principal of and interest on the Notes, the
Certificateholders shall succeed to the rights of the Noteholders hereunder and
the Indenture Trustee shall continue to carry out its obligations hereunder with
respect to the Certificateholders, including making distributions from the
Collection Account in accordance with Section 4.6(d) and making withdrawals from
the Reserve Account in accordance with Sections 4.6(b) and 4.7.

                                       52



                                    ARTICLE X
                            MISCELLANEOUS PROVISIONS

          SECTION 10.1  Amendment.

          (a)  This Agreement may be amended from time to time by the Depositor,
the Servicer and the Owner Trustee, on behalf of the Trust, with the consent of
the Indenture Trustee, but without the consent of any of the Noteholders, to
cure any ambiguity, to correct or supplement any provision in this Agreement
that may be inconsistent with any other provisions in this Agreement or any
offering document used in connection with the initial offer and sale of the
Notes or to add, change or eliminate any other provisions with respect to
matters or questions arising under this Agreement that are not inconsistent with
the provisions of this Agreement; provided, however, that (i) no such amendment
may materially adversely affect the interests of any Noteholder and (ii) no such
amendment will be permitted unless an Opinion of Counsel is delivered to the
Depositor, the Owner Trustee and the Indenture Trustee to the effect that such
amendment will not cause the Trust to be characterized for federal income tax
purposes as an association taxable as a corporation or otherwise have any
material adverse impact on the federal income taxation of any Notes Outstanding
or any Noteholder.

          (b)  This Agreement may also be amended from time to time by the
Depositor, the Servicer and the Owner Trustee, on behalf of the Trust, with the
consent of the Indenture Trustee and the consent of the Holders of Notes
evidencing at least 66 2/3% of the Note Balance of the Controlling Class, for
the purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of this Agreement, or of modifying in any manner the
rights of the Noteholders; provided, however, that (x) no such amendment will be
permitted unless an Opinion of Counsel is delivered to the Depositor, the Owner
Trustee and the Indenture Trustee to the effect that such amendment will not
cause the Trust to be characterized for federal income tax purposes as an
association taxable as a corporation or otherwise have any material adverse
impact on the federal income taxation of any Notes Outstanding or any Noteholder
and (y) that no such amendment may:

               (i)    increase or reduce in any manner the amount of, or
     accelerate or delay the timing of, or change the allocation or priority of,
     collections of payments on or in respect of the Receivables or
     distributions that are required to be made for the benefit of the
     Noteholders, or change any Note Rate, without the consent of all
     Noteholders adversely affected by such amendment;

               (ii)   reduce the percentage of the Note Balance of the
     Controlling Class the consent of the Holders of which is required for any
     amendment to this Agreement without the consent of all the Noteholders
     adversely affected by such amendment; or

               (iii)  modify or alter the definition of the term "Required
     Reserve Account Amount" without the consent of all the Noteholders
     adversely affected by such amendment.

          (c)  An amendment to this Agreement shall be deemed not to materially
adversely affect the interests of any Noteholder if (i) the Person requesting
such amendment

                                       53



obtains and delivers to the Indenture Trustee and the Owner Trustee an Opinion
of Counsel to that effect or (ii) the Rating Agency Condition is satisfied.

          (d)  Prior to the execution of any amendment or consent pursuant to
Section 10.1, the Servicer shall provide written notification of the substance
of such amendment or consent to each Rating Agency.

          (e)  Promptly after the execution of any amendment or consent pursuant
to Section 10.1(b), the Owner Trustee shall furnish written notification of the
substance of such amendment or consent to each Certificateholder. It shall not
be necessary for the consent of the Noteholders pursuant to Section 10.1(b) to
approve the particular form of any proposed amendment or consent, but it shall
be sufficient if such consent shall approve the substance thereof. The manner of
obtaining such consents (and any other consents of the Noteholders provided for
in this Agreement) and of evidencing the authorization of the execution thereof
by the Noteholders shall be subject to such reasonable requirements as the Owner
Trustee and the Indenture Trustee may prescribe.

          (f)  Prior to the execution of any amendment pursuant to Section 10.1,
the Depositor, the Owner Trustee and the Indenture Trustee shall be entitled to
receive and rely upon (i) an Opinion of Counsel stating that the execution of
such amendment is authorized or permitted by this Agreement and (ii) an
Officer's Certificate of the Servicer that all conditions precedent provided for
in this Agreement to the execution of such amendment have been complied with.
The Owner Trustee or the Indenture Trustee may, but shall not be obligated to,
enter into any such amendment which affects such Owner Trustee's or Indenture
Trustee's own rights, duties or immunities under this Agreement or otherwise.

          (g)  The representations and warranties set forth in Sections 2.3(m),
2.3(n) and 7.1(g) may not be amended or waived.

          SECTION 10.2  Protection of Title to Trust.

          (a)  The Depositor or the Servicer, or both, shall authorize and file
such financing statements and cause to be authorized and filed such continuation
statements, all in such manner and in such places as may be required by law
fully to preserve, maintain and protect the interest of the Trust and the
Indenture Trustee for the benefit of the Noteholders in the Receivables and the
proceeds thereof. The Depositor or the Servicer, or both, shall deliver (or
cause to be delivered) to the Owner Trustee and the Indenture Trustee
file-stamped copies of, or filing receipts for, any document filed as provided
above as soon as available following such filing.

          (b)  Neither the Depositor nor the Servicer shall change its name,
identity or organizational structure in any manner that would make any financing
statement or continuation statement filed by the Depositor or the Servicer in
accordance with Section 10.2(a) seriously misleading within the meaning of
Section 9-506 of the Relevant UCC, unless it shall have given the Owner Trustee
and the Indenture Trustee at least sixty (60) days' prior written notice thereof
and shall have promptly filed such amendments to previously filed financing
statements or continuation statements or such new financing statements as may be
necessary to continue the

                                       54



perfection of the interest of the Trust and the Indenture Trustee for the
benefit of the Noteholders in the Receivables and the proceeds thereof.

          (c)  Each of the Depositor and the Servicer shall give the Owner
Trustee and the Indenture Trustee at least sixty (60) days' prior written notice
of any change in its name, identity, organizational structure or jurisdiction of
organization or any relocation of its principal place of business or chief
executive office if, as a result of such change or relocation, the applicable
provisions of the Relevant UCC would require the filing of any amendment to any
previously filed financing statement or continuation statement or of any new
financing statement and shall promptly file any such amendment, continuation
statement or new financing statement. The Depositor shall at all times maintain
its jurisdiction of organization, its principal place of business and its chief
executive office within the United States of America. The Servicer shall at all
times maintain each office from which it shall service Receivables and each
office at which the Receivable Files are located within the United States of
America.

          (d)  The Servicer shall maintain accounts and records as to each
Receivable accurately and in sufficient detail to permit (i) the reader thereof
to know at any time the status of such Receivable, including payments and
recoveries made and payments owing (and the nature of each) and (ii)
reconciliation between payments or recoveries on (or with respect to) each
Receivable and the amounts from time to time deposited in the Collection Account
and the Reserve Account in respect of such Receivable.

          (e)  The Servicer shall maintain its computer systems so that, from
and after the time of the transfer of the Receivables to the Trust pursuant to
this Agreement, the Servicer's master computer records (including any back-up
archives) that refer to a Receivable shall indicate clearly and unambiguously
the interest of the Trust and the Indenture Trustee in such Receivable and that
such Receivable is owned by the Trust and has been pledged to the Indenture
Trustee pursuant to the Indenture. Indication of the Trust's and the Indenture
Trustee's interest in a Receivable shall be deleted from or modified on the
Servicer's computer systems when, and only when, such Receivable shall have been
paid in full or repurchased by the Depositor or purchased by the Servicer.

          (f)  If at any time the Depositor or the Servicer shall propose to
sell, grant a security interest in or otherwise transfer any interest in any
motor vehicle retail installment sale contract to any prospective purchaser,
lender or other transferee, the Servicer shall give to such prospective
purchaser, lender or other transferee computer tapes, compact disks, records or
print-outs (including any restored from back-up archives) that, if they shall
refer in any manner whatsoever to any Receivable, shall indicate clearly and
unambiguously that such Receivable has been sold and is owned by the Trust and
has been pledged to the Indenture Trustee (unless such Receivable has been paid
in full or repurchased by the Depositor or purchased by the Servicer).

          (g)  The Servicer shall permit the Owner Trustee, the Indenture
Trustee and their respective agents at any time during normal business hours to
inspect, audit and make copies of and abstracts from the Servicer's records
regarding any Receivable.

          (h)  If the Depositor has repurchased one or more Receivables from the
Trust pursuant to Section 2.4 or the Servicer has purchased one or more
Receivables from the Trust

                                       55



pursuant to Section 3.7, the Servicer shall, upon request, furnish to the Owner
Trustee and the Indenture Trustee, within ten (10) Business Days, a list of all
Receivables (by contract number and name of Obligor) then held as part of the
Trust, together with a reconciliation of such list to the Receivable Schedule
and to each of the Servicer's Certificates furnished before such request
indicating removal of Receivables from the Trust.

          (i)  The Servicer shall deliver to the Depositor and the Depositor
shall deliver to the Owner Trustee and the Indenture Trustee:

                    (1)  promptly after the authorization and delivery of each
          amendment to any financing statement, an Opinion of Counsel either (A)
          stating that, in the opinion of such counsel, all financing statements
          and continuation statements have been authorized and filed that are
          necessary fully to preserve and protect the interest of the Depositor
          (in the case of an opinion delivered by the Servicer) or the Trust and
          the Indenture Trustee (in the case of an opinion delivered by the
          Depositor) in the Receivables, and reciting the details of such
          filings or referring to prior Opinions of Counsel in which such
          details are given, or (B) stating that, in the opinion of such
          counsel, no such action shall be necessary to preserve and protect
          such interest; and

                    (2)  within ninety (90) days after the beginning of each
          calendar year (beginning with the year 20[__]), an Opinion of Counsel,
          dated as of a date during such 90-day period, either (A) stating that,
          in the opinion of such counsel, all financing statements and
          continuation statements have been authorized and filed that are
          necessary fully to preserve and protect the interest of the Depositor
          (in the case of an opinion delivered by the Servicer) or the Trust and
          the Indenture Trustee (in the case of an opinion delivered by the
          Depositor) in the Receivables, and reciting the details of such
          filings or referring to prior Opinions of Counsel in which such
          details are given, or (B) stating that, in the opinion of such
          counsel, no such action shall be necessary to preserve and protect
          such interest.

          Each Opinion of Counsel referred to in clause (i)(1) or (i)(2) above
shall specify any action necessary (as of the date of such opinion) to be taken
on or before March 31 of the following year to preserve and protect such
interest.

          (j)  The Depositor shall, to the extent required by applicable law,
cause the Notes to be registered with the Commission pursuant to Section 12(b)
or Section 12(g) of the Exchange Act within the time periods specified in such
sections.

          SECTION 10.3  GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS
AND REMEDIES OF THE PARTIES UNDER THIS AGREEMENT SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAWS
PROVISIONS THEREOF WHICH MAY REQUIRE THE APPLICATION OF THE LAWS OF ANY OTHER
JURISDICTION (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATION LAW).

                                       56



          SECTION 10.4  Notices. All demands, notices and other communications
under this Agreement shall be in writing, personally delivered, sent by
telecopier, overnight courier or mailed by certified mail, return receipt
requested, and shall be deemed to have been duly given upon receipt (i) in the
case of the Depositor, at the following address: 4900 Cox Road, Suite 200, Glen
Allen, Virginia 23060, Attention: Treasurer, (ii) in the case of the Seller or
the Servicer, at the following address: 4900 Cox Road, Glen Allen, Virginia
23060, Attention: Treasury Department, (iii) in the case of the Owner Trustee,
at the related Corporate Trust Office, (iv) in the case of the Indenture
Trustee, at the related Corporate Trust Office, (v) in the case of Moody's, at
the following address: Moody's Investors Service, Inc., ABS Monitoring
Department, 99 Church Street, New York, New York 10007, and (vi) in the case of
Standard & Poor's, at the following address: Standard & Poor's Ratings Services,
a division of The McGraw-Hill Companies, Inc., 55 Water Street, 43rd Floor, New
York, New York 10041, Attention: Asset Backed Surveillance Department.

          SECTION 10.5  Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever held invalid, then such covenants, agreements, provisions or
terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement, or of the Notes or the
Certificates, or the rights of the Holders thereof.

          SECTION 10.6  Assignment. Notwithstanding anything to the contrary
contained herein, except as provided in Sections 7.3 and 8.2 and as provided in
the provisions of this Agreement concerning the resignation of the Servicer,
this Agreement may not be assigned by the Depositor or the Servicer without the
prior written consent of the Owner Trustee, the Indenture Trustee and the
Holders of Notes evidencing not less than 66 2/3% of the Note Balance of the
Controlling Class.

          SECTION 10.7  Further Assurances. The Depositor, the Servicer and the
Trust agree to do and perform, from time to time, any and all acts and to
authorize and/or execute any and all further instruments required or reasonably
requested by the Owner Trustee or the Indenture Trustee more fully to effect the
purposes of this Agreement, including the authorization of any financing
statements or continuation statements relating to the Receivables for filing
under the provisions of the Relevant UCC of any applicable jurisdiction.

          SECTION 10.8  No Waiver; Cumulative Remedies. No failure to exercise
and no delay in exercising, on the part of the Depositor, the Owner Trustee, the
Indenture Trustee, the Noteholders or the Certificateholders, any right, remedy,
power or privilege hereunder, shall operate as a waiver thereof, nor shall any
single or partial exercise of any right, remedy, power or privilege hereunder
preclude any other or further exercise thereof or the exercise of any other
right, remedy, power or privilege. The rights, remedies, powers and privileges
provided in this Agreement are cumulative and not exhaustive of any rights,
remedies, powers and privileges provided by law.

          SECTION 10.9  Third-Party Beneficiaries. This Agreement shall inure to
the benefit of and be binding upon the parties hereto, the Owner Trustee, the
Noteholders, the Certificateholders and their respective successors and
permitted assigns. Except as otherwise

                                       57



provided in this Article X, no other Person shall have any right or obligation
hereunder. The parties hereto hereby acknowledge and consent to the pledge of
this Agreement by the Trust to the Indenture Trustee for the benefit of the
Noteholders pursuant to the Indenture.

          SECTION 10.10 Actions by Noteholder or Certificateholders.

          (a)  Wherever in this Agreement a provision is made that an action may
be taken or a notice, demand or instruction given by the Noteholders or the
Certificateholders, such action, notice or instruction may be taken or given by
any Noteholder or any Certificateholder, as applicable, unless such provision
requires a specific percentage of the Noteholders or the Certificateholders.

          (b)  Any request, demand, authorization, direction, notice, consent,
waiver or other act by a Noteholder or a Certificateholder shall bind such
Noteholder or Certificateholder and every subsequent Holder of such Note or
Certificate issued upon the registration of transfer thereof or in exchange
therefor or in lieu thereof in respect of anything done or omitted to be done by
the Owner Trustee, the Indenture Trustee or the Servicer in reliance thereon,
whether or not notation of such action is made upon such Note or Certificate.

          SECTION 10.11 Counterparts. For the purpose of facilitating the
execution of this Agreement and for other purposes, this Agreement may be
executed simultaneously in any number of counterparts, each of which
counterparts shall be deemed to be an original, and all of which counterparts
shall constitute but one and the same instrument.

          SECTION 10.12 No Bankruptcy Petition. The Owner Trustee, the Indenture
Trustee, the Trust and the Servicer each covenants and agrees that it will not
at any time institute against, or join any other Person in instituting against,
the Depositor or the Trust any bankruptcy, reorganization, arrangement,
insolvency or liquidation proceedings or other proceedings under any federal or
state bankruptcy or similar law. This Section 10.12 shall survive the
resignation or removal of the Owner Trustee under the Trust Agreement and the
Indenture Trustee under the Indenture and shall survive the termination of the
Trust Agreement and the Indenture.

          SECTION 10.13 Limitation of Liability of Owner Trustee and Indenture
Trustee.

          (a)  Notwithstanding anything to the contrary contained herein, this
Agreement has been countersigned by the Owner Trustee not in its individual
capacity but solely in its capacity as Owner Trustee of the Trust, and in no
event shall the Owner Trustee in its individual capacity have any liability for
the representations, warranties, covenants, agreements or other obligations of
the Trust hereunder or in any of the certificates, notices or agreements
delivered pursuant hereto, as to all of which recourse shall be had solely to
the assets of the Trust. For all purposes of this Agreement, in the performance
of its duties or obligations hereunder or in the performance of any duties or
obligations of the Trust hereunder, the Owner Trustee shall be subject to, and
entitled to the benefits of, the terms and provisions of Articles VI, VII and
VIII of the Trust Agreement.

          (b)  Notwithstanding anything to the contrary contained herein, this
Agreement has been accepted by the Indenture Trustee not in its individual
capacity but solely as Indenture Trustee, and in no event shall the Indenture
Trustee in its individual capacity have any

                                       58



liability for the representations, warranties, covenants, agreements or other
obligations of the Trust hereunder or in any of the certificates, notices or
agreements delivered pursuant hereto, as to all of which recourse shall be had
solely to the assets of the Trust.

                            [SIGNATURE PAGES FOLLOW]


                                       59



          IN WITNESS WHEREOF, the Trust, the Depositor and the Servicer have
caused this Agreement to be duly executed by their respective officers,
thereunto duly authorized, all as of the day and year first above written.

                                          CARMAX AUTO OWNER TRUST 20[__]-[__]


                                          By: [____________________],
                                              not in its individual capacity
                                              but solely as Owner Trustee


                                          By:
                                             -----------------------------------
                                             Name:
                                             Title:


                                          CARMAX AUTO FUNDING LLC,
                                          as Depositor


                                          By:
                                             -----------------------------------
                                             Name:
                                             Title:


                                          CARMAX AUTO SUPERSTORES, INC.,
                                          as Servicer


                                          By:
                                             -----------------------------------
                                             Name:
                                             Title:


Accepted and agreed:

[____________________],
not in its individual capacity
but solely as Indenture Trustee


By:
   -------------------------------
   Name:
   Title:

                                      S-1

Sale and Servicing Agreement



                                   Schedule 1
                               Receivable Schedule
                               ---------------------

                           [ON FILE WITH THE SERVICER]




                                   Schedule 2
                          Location of Receivable Files
                          ----------------------------

225 Chastain Meadows Court
Kennesaw, Georgia  30144




                                    Exhibit A
                         Form of Servicer's Certificate
                         ------------------------------

                                 [SEE ATTACHED]


                                       A-1



                                    Exhibit B
                        Form of Statement to Noteholders
                        --------------------------------

                                 [SEE EXHIBIT A]


                                       B-1



                                    Exhibit C
                     Form of Statement to Certificateholders
                     ---------------------------------------

                                 [SEE EXHIBIT A]

                                       C-1

EX-10.1.2

Exhibit 10.1.2 - Form of Sale and Servicing Agreement for Insured Offerings


                      CARMAX AUTO OWNER TRUST 20[__]-[__],
                                   as Issuer,

                            CARMAX AUTO FUNDING LLC,
                                  as Depositor,

                                       and

                         CARMAX AUTO SUPERSTORES, INC.,
                                   as Servicer


                                   ----------


                          SALE AND SERVICING AGREEMENT
                        Dated as of [__________], 20[__]


                                   ----------



                                TABLE OF CONTENTS

                                                                            Page

                                    ARTICLE I
                                   DEFINITIONS

SECTION 1.1    Definitions.................................................... 1
SECTION 1.2    Other Definitional Provisions................................. 16

                                   ARTICLE II
                                 TRUST PROPERTY

SECTION 2.1    Conveyance of Trust Property.................................. 17
SECTION 2.2    Representations and Warranties of the Seller as to
               the Receivables............................................... 18
SECTION 2.3    Representations and Warranties of the Depositor as to
               the Receivables............................................... 19
SECTION 2.4    Repurchase by Depositor upon Breach........................... 23
SECTION 2.5    Custody of Receivable Files................................... 23
SECTION 2.6    Duties of Servicer as Custodian............................... 24
SECTION 2.7    Instructions; Authority to Act................................ 25
SECTION 2.8    Indemnification of the Custodian.............................. 25
SECTION 2.9    Effective Period and Termination.............................. 25

                                   ARTICLE III
                 ADMINISTRATION AND SERVICING OF RECEIVABLES AND
                              OTHER TRUST PROPERTY

SECTION 3.1    Duties of Servicer............................................ 26
SECTION 3.2    Collection and Allocation of Receivable Payments.............. 27
SECTION 3.3    Realization upon Receivables.................................. 27
SECTION 3.4    Physical Damage Insurance..................................... 27
SECTION 3.5    Maintenance of Security Interests in Financed Vehicles........ 28
SECTION 3.6    Amendment of Receivable Terms................................. 28
SECTION 3.7    Purchase by Servicer upon Breach.............................. 28
SECTION 3.8    Servicing Compensation........................................ 28
SECTION 3.9    Servicer's Certificate........................................ 29
SECTION 3.10   Annual Statement as to Compliance; Notice of Event of
               Servicing Termination......................................... 29
SECTION 3.11   Annual Independent Certified Public Accountants' Reports...... 30
SECTION 3.12   Access to Certain Documentation and Information Regarding
               Receivables................................................... 30
SECTION 3.13   Reports to the Commission..................................... 31
SECTION 3.14   Reports to Rating Agencies.................................... 31

                                       i



                                   ARTICLE IV
            DISTRIBUTIONS; RESERVE ACCOUNT; STATEMENTS TO NOTEHOLDERS
                             AND CERTIFICATEHOLDERS

SECTION 4.1    Accounts...................................................... 31
SECTION 4.2    Collections................................................... 32
SECTION 4.3    Application of Collections.................................... 33
SECTION 4.4    [RESERVED].................................................... 33
SECTION 4.5    Additional Deposits........................................... 33
SECTION 4.6    Determination Date Calculations; Application of
               Available Funds............................................... 33
SECTION 4.7    Reserve Account............................................... 35
SECTION 4.8    Net Deposits.................................................. 37
SECTION 4.9    Statements to Noteholders and Certificateholders.............. 37
SECTION 4.10   Control of Securities Accounts................................ 38
SECTION 4.11   Policy Matters................................................ 38

                                    ARTICLE V
                                   [RESERVED]

                                   ARTICLE VI
                                  THE DEPOSITOR

SECTION 6.1    Representations and Warranties of Depositor................... 39
SECTION 6.2    Liability of Depositor; Indemnities........................... 41
SECTION 6.3    Merger or Consolidation of, or Assumption of the Obligations
               of, Depositor................................................. 42
SECTION 6.4    Limitation on Liability of Depositor and Others............... 43
SECTION 6.5    Depositor May Own Notes or Certificates....................... 43
SECTION 6.6    [RESERVED].................................................... 43
SECTION 6.7    Certain Limitations........................................... 43

                                   ARTICLE VII
                                  THE SERVICER

SECTION 7.1    Representations and Warranties of Servicer.................... 45
SECTION 7.2    Liability of Servicer; Indemnities............................ 46
SECTION 7.3    Merger or Consolidation of, or Assumption of the Obligations
               of, Servicer.................................................. 47
SECTION 7.4    Limitation on Liability of Servicer and Others................ 48
SECTION 7.5    Delegation of Duties.......................................... 48
SECTION 7.6    Servicer Not to Resign........................................ 48
SECTION 7.7    Servicer May Own Notes or Certificates........................ 49

                                       ii



                                  ARTICLE VIII
                              SERVICING TERMINATION

SECTION 8.1    Events of Servicing Termination............................... 49
SECTION 8.2    Indenture Trustee to Act; Appointment of Successor Servicer... 51
SECTION 8.3    Effect of Servicing Transfer.................................. 51
SECTION 8.4    Notification to Noteholders, Insurer, Certificateholders and
               Rating Agencies............................................... 53
SECTION 8.5    Waiver of Past Events of Servicing Termination................ 53

                                   ARTICLE IX
                                   TERMINATION

SECTION 9.1    Optional Purchase of All Receivables.......................... 53

                                    ARTICLE X
                            MISCELLANEOUS PROVISIONS

SECTION 10.1   Amendment..................................................... 54
SECTION 10.2   Protection of Title to Trust.................................. 56
SECTION 10.3   GOVERNING LAW................................................. 58
SECTION 10.4   Notices....................................................... 58
SECTION 10.5   Severability of Provisions.................................... 59
SECTION 10.6   Assignment.................................................... 59
SECTION 10.7   Further Assurances............................................ 59
SECTION 10.8   No Waiver; Cumulative Remedies................................ 59
SECTION 10.9   Third-Party Beneficiaries..................................... 59
SECTION 10.10  Actions by Noteholder or Certificateholders................... 59
SECTION 10.11  Counterparts.................................................. 60
SECTION 10.12  No Bankruptcy Petition........................................ 60
SECTION 10.13  Limitation of Liability of Owner Trustee and Indenture
               Trustee....................................................... 60
SECTION 10.14  Insurer Defense Costs......................................... 60

                                   SCHEDULES

SCHEDULE 1     Receivable Schedule
SCHEDULE 2     Location of Receivable Files

                                    EXHIBITS

EXHIBIT A      Form of Servicer's Certificate
EXHIBIT B      Form of Statement to Noteholders
EXHIBIT C      Form of Statement to Certificateholders

                                      iii



          SALE AND SERVICING AGREEMENT, dated as of [__________], 20[__] (as
amended, supplemented or otherwise modified and in effect from time to time,
this "Agreement"), among CARMAX AUTO OWNER TRUST 20[__]-[__], a Delaware
statutory trust (the "Trust"), CARMAX AUTO FUNDING LLC, a Delaware limited
liability company (the "Depositor"), and CARMAX AUTO SUPERSTORES, INC., a
Virginia corporation, as servicer (in such capacity, the "Servicer").

          WHEREAS, the Trust desires to purchase certain motor vehicle retail
installment sale contracts originated or acquired by CarMax Auto Superstores,
Inc. in the ordinary course of business and sold to the Depositor as of the date
hereof;

          WHEREAS, the Depositor is willing to sell such contracts to the Trust
as of the date hereof; and

          WHEREAS, the Servicer is willing to service such contracts on behalf
of the Trust;

          NOW, THEREFORE, in consideration of the mutual covenants contained
herein and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:

                                    ARTICLE I
                                   DEFINITIONS

          SECTION 1.1   Definitions. Whenever used in this Agreement, the
following words and phrases, unless the context otherwise requires, whenever
capitalized shall have the following meanings:

          "Additional Certificate Interest" shall mean, for any Distribution
Date, the sum of (i) all accrued but unpaid Monthly Certificate Interest for
previous Distribution Dates plus (ii) to the extent permitted by law, interest
on such accrued but unpaid Monthly Certificate Interest at the Certificate Rate.

          "Additional Note Interest" shall mean, for any Distribution Date and
any Class of Notes, the sum of (i) all accrued but unpaid Monthly Note Interest
for previous Distribution Dates for such Class plus (ii) to the extent permitted
by law, interest on such accrued but unpaid Monthly Note Interest at the Note
Rate applicable to such Class.

          "Additional Servicing Fee" shall mean, for any Collection Period, if a
successor Servicer has been appointed pursuant to Section 8.2, the amount, if
any, by which (i) the compensation payable to such successor Servicer for such
Collection Period exceeds (ii) the Monthly Servicing Fee for such Collection
Period (but only to the extent such excess has been approved by the Insurer in
accordance with Section 8.2).

          "Affiliate" shall mean, with respect to any Person, any other Person
directly or indirectly controlling, controlled by or under direct or indirect
common control with such Person. For purposes of this definition, "control" when
used with respect to any Person shall mean the



power to direct the management and policies of such Person, directly or
indirectly, whether through the ownership of voting securities, by contract or
otherwise.

          "Amount Financed" shall mean, with respect to any Receivable, the
aggregate amount advanced under such Receivable toward the purchase price of the
related Financed Vehicle and any related costs, including accessories, extended
warranty contracts, insurance premiums and other items customarily financed as
part of a motor vehicle retail installment sale contract.

          "Applicable Tax State" shall mean, as of any date, (i) any State in
which the Owner Trustee maintains the Corporate Trust Office, (ii) any State in
which the Owner Trustee maintains its principal executive offices and (iii) any
State in which the Servicer regularly conducts servicing and collection
activities (other than purely ministerial activities) with respect to a material
portion of the Receivables.

          "APR" shall mean, with respect to any Receivable, the annual
percentage rate of interest stated in such Receivable.

          "Authorized Officer" shall mean, as applicable, (i) any officer within
the Corporate Trust Office of the Indenture Trustee, including any vice
president, assistant vice president, secretary or assistant secretary, or any
financial services officer of the Indenture Trustee customarily performing
functions similar to those performed by any of the above designated officers and
also, with respect to a particular matter, any other officer of the Indenture
Trustee to whom such matter is referred because of such officer's knowledge of
and familiarity with the particular subject or (ii) any officer within the
Corporate Trust Office of the Owner Trustee, including any senior vice
president, vice president, assistant vice president, assistant secretary,
assistant treasurer or trust officer of the Owner Trustee customarily performing
functions similar to those performed by any of the above designated officers and
also, with respect to a particular matter, any other officer of the Owner
Trustee to whom such matter is referred because of such officer's knowledge of
and familiarity with the particular subject.

          "Available Collections" shall mean, for any Distribution Date, (i) all
Obligor payments received with respect to the Receivables during the preceding
Collection Period, (ii) all Liquidation Proceeds received with respect to the
Receivables during the preceding Collection Period, (iii) all interest earned on
funds on deposit in the Collection Account during the preceding Collection
Period, (iv) the aggregate Purchase Amount deposited in the Collection Account
on the Business Day preceding such Distribution Date and (v) all prepayments
received with respect to the Receivables during the preceding Collection Period
attributable to any refunded item included in the Amount Financed (including
amounts received as a result of rebates of extended warranty contract costs and
insurance premiums and proceeds received under physical damage, theft, credit
life and credit disability insurance policies); provided, however, that
Available Collections for any Distribution Date shall not include any payments
or other amounts (including Liquidation Proceeds) received with respect to any
Purchased Receivable the Purchase Amount for which was included in Available
Collections for a previous Distribution Date.

                                       2



          "Available Funds" shall mean, for any Distribution Date, the sum of
(i) the Available Collections for such Distribution Date plus (ii) the Reserve
Account Draw Amount, if any, for such Distribution Date (to the extent deposited
in the Collection Account) plus (iii) the Policy Claim Amount, if any, for such
Distribution Date (to the extent deposited in the Collection Account) plus (iv)
the amount, if any, deposited by the Insurer in the Collection Account on the
Business Day preceding such Distribution Date pursuant to Section 5.2(d) or (e)
of the Indenture.

          "Business Day" shall mean any day other than a Saturday, a Sunday or a
day on which banking institutions or trust companies in New York, New York,
Wilmington, Delaware, [____________________], [____________________] or
Richmond, Virginia are authorized or obligated by law, executive order or
governmental decree to remain closed.

          "CarMax" shall mean CarMax Auto Superstores, Inc., a Virginia
corporation, and its successors and assigns.

          "CarMax Fiscal Year" shall mean the period commencing on March 1 of
any year and ending on February 28 (or February 29, if applicable) of the
following year.

          "CarMax Funding" shall mean CarMax Auto Funding LLC, a Delaware
limited liability company, and its successors and assigns.

          "Certificate" shall have the meaning specified in the Trust Agreement.

          "Certificate Balance" shall mean, at any time, as the context may
require, (i) with respect to all of the Certificates, an amount equal to,
initially, the Initial Certificate Balance and, thereafter, an amount equal to
the Initial Certificate Balance as reduced from time to time by all amounts
allocable to principal previously distributed to the Certificateholders or (ii)
with respect to any Certificate, an amount equal to, initially, the initial
denomination of such Certificate and, thereafter, an amount equal to such
initial denomination as reduced from time to time by all amounts allocable to
principal previously distributed in respect of such Certificate; provided,
however, that in determining whether the Holders of Certificates evidencing the
requisite percentage of the Certificate Balance have given any request, demand,
authorization, direction, notice, consent or waiver hereunder or under any other
Transaction Document, Certificates owned by the Trust, any other obligor upon
the Certificates, the Depositor, the Seller, the Servicer or any Affiliate of
any of the foregoing Persons shall be disregarded and deemed to be excluded from
the Certificate Balance (unless such Persons own 100% of the Certificate Balance
of the Certificates), except that, in determining whether the Indenture Trustee
or the Owner Trustee shall be protected in relying on any such request, demand,
authorization, direction, notice, consent or waiver, only Certificates that a
Responsible Officer of the Indenture Trustee or the Owner Trustee, as
applicable, knows to be so owned shall be so disregarded; and, provided further,
that Certificates that have been pledged in good faith may be regarded as
included in the Certificate Balance if the pledgee establishes to the
satisfaction of the Indenture Trustee or the Owner Trustee, as applicable, the
pledgee's right so to act with respect to such Certificates and that the pledgee
is not the Trust, any other obligor upon the Certificates, the Depositor, the
Seller, the Servicer or any Affiliate of any of the foregoing Persons.

                                       3



          "Certificate Final Distribution Date" shall mean the [__________]
20[__] Distribution Date.

          "Certificate Payment Account" shall mean the account established and
maintained as such pursuant to Section 4.1(c).

          "Certificate Pool Factor" shall mean, as of any Distribution Date, a
seven-digit decimal figure equal to the Certificate Balance as of such
Distribution Date (after giving effect to any reductions of the Certificate
Balance to be made on such Distribution Date) divided by the Initial Certificate
Balance.

          "Certificate Rate" shall mean [____]% per annum.

          "Certificateholder" shall have the meaning specified in the Trust
Agreement.

          "Class" shall mean a class of Notes, which may be the Class A-1 Notes,
the Class A-2 Notes, the Class A-3 Notes or the Class A-4 Notes.

          "Class A-1 Final Distribution Date" shall mean the [__________] 20[__]
Distribution Date.

          "Class A-1 Monthly Interest" shall mean (i) for the initial
Distribution Date, $[_______________], and (ii) for any Distribution Date
thereafter, the product of (A) the actual number of days elapsed during the
period from and including the preceding Distribution Date to but excluding such
Distribution Date divided by 360, (B) the Class A-1 Rate and (C) the outstanding
principal balance of the Class A-1 Notes as of the preceding Distribution Date
(after giving effect to all payments of principal made to the Holders of the
Class A-1 Notes on or before such preceding Distribution Date).

          "Class A-1 Notes" shall mean the [____]% Class A-1 Asset-Backed Notes
issued by the Trust pursuant to the Indenture in the initial aggregate principal
amount of $[_______________].

          "Class A-1 Rate" shall mean [____]% per annum.

          "Class A-2 Final Distribution Date" shall mean the [__________] 20[__]
Distribution Date.

          "Class A-2 Monthly Interest" shall mean (i) for the initial
Distribution Date, $[_______________], and (ii) for any Distribution Date
thereafter, one-twelfth of the product of (A) the Class A-2 Rate and (B) the
outstanding principal balance of the Class A-2 Notes as of the preceding
Distribution Date (after giving effect to all payments of principal made to the
Holders of the Class A-2 Notes on or before such preceding Distribution Date).

          "Class A-2 Notes" shall mean the [____]% Class A-2 Asset-Backed Notes
issued by the Trust pursuant to the Indenture in the initial aggregate principal
amount of $[_______________].

                                       4



          "Class A-2 Rate" shall mean [____]% per annum.

          "Class A-3 Final Distribution Date" shall mean the [__________] 20[__]
Distribution Date.

          "Class A-3 Monthly Interest" shall mean (i) for the initial
Distribution Date, $[_______________], and (ii) for any Distribution Date
thereafter, one-twelfth of the product of (A) the Class A-3 Rate and (B) the
outstanding principal balance of the Class A-3 Notes as of the preceding
Distribution Date (after giving effect to all payments of principal made to the
Holders of the Class A-3 Notes on or before such preceding Distribution Date).

          "Class A-3 Notes" shall mean the [____]% Class A-3 Asset-Backed Notes
issued by the Trust pursuant to the Indenture in the initial aggregate principal
amount of $[_______________].

          "Class A-3 Rate" shall mean [____]% per annum.

          "Class A-4 Final Distribution Date" shall mean the [__________] 20[__]
Distribution Date.

          "Class A-4 Monthly Interest" shall mean (i) for the initial
Distribution Date, $[_______________], and (ii) for any Distribution Date
thereafter, one-twelfth of the product of (A) the Class A-4 Rate and (B) the
outstanding principal balance of the Class A-4 Notes as of the preceding
Distribution Date (after giving effect to all payments of principal made to the
Holders of the Class A-4 Notes on or before such preceding Distribution Date).

          "Class A-4 Notes" shall mean the [____]% Class A-4 Asset-Backed Notes
issued by the Trust pursuant to the Indenture in the initial aggregate principal
amount of $[_______________].

          "Class A-4 Rate" shall mean [____]% per annum.

          "Closing Date" shall mean [__________], 20[__].

          "Collection Account" shall mean the account established and maintained
as such pursuant to Section 4.1(a).

          "Collection Period" shall mean each calendar month during the term of
this Agreement or, in the case of the initial Collection Period, the period from
but excluding the Cutoff Date to and including [__________], 20[__].

          "Commission" shall mean the Securities and Exchange Commission, and
its successors.

          "Computer Tape" shall mean any computer tape or compact disk generated
by the Seller which provides information relating to the Receivables and which
was used by the Seller in selecting the Receivables sold to the Depositor under
the Receivables Purchase Agreement on the Closing Date.

                                       5



          "Corporate Trust Office" shall mean, as applicable, (i) the principal
office of the Indenture Trustee at which at any particular time its corporate
trust business shall be administered, which office at the date of the execution
of this Agreement is located at [____________________], [____________________],
Attention: [____________________], or at such other address as the Indenture
Trustee may designate from time to time by notice to the Noteholders, the Owner
Trustee, the Depositor, the Seller and the Servicer, or the principal corporate
trust office of any successor Indenture Trustee at the address designated by
such successor Indenture Trustee by notice to the Noteholders, the Owner
Trustee, the Depositor, the Seller and the Servicer or (ii) the principal office
of the Owner Trustee at which at any particular time its corporate trust
business shall be administered, which office at the date of the execution of
this Agreement is located at [____________________], [____________________],
Attention: [____________________], or at such other address as the Owner Trustee
may designate from time to time by notice to the Certificateholders, the
Indenture Trustee, the Depositor, the Seller and the Servicer, or the principal
corporate trust office of any successor Owner Trustee at the address designated
by such successor Owner Trustee by notice to the Certificateholders, the
Indenture Trustee, the Depositor, the Seller and the Servicer.

          "Cutoff Date" shall mean [__________], 20[__].

          "Defaulted Receivable" shall mean a Receivable as to which (i) any
payment, or any part of any payment, due under such Receivable has become 120
days or more delinquent (whether or not the Servicer has repossessed the related
Financed Vehicle), (ii) the Servicer has repossessed and sold the related
Financed Vehicle or (iii) the Servicer has determined in accordance with its
customary practices that such Receivable is uncollectible; provided, however,
that a Receivable shall not be classified as a Defaulted Receivable until the
last day of the Collection Period during which one of the foregoing events first
occurs; and, provided further, that a Purchased Receivable shall not be deemed
to be a Defaulted Receivable.

          "Depositor" shall mean CarMax Funding.

          "Determination Date" shall mean the sixth day preceding each
Distribution Date or, if such sixth day is not a Business Day, the following
Business Day, commencing on [__________], 20[__].

          "Distribution Date" shall mean the 15th day of each month or, if such
15th day is not a Business Day, the following Business Day, commencing on
[__________], 20[__].

          "Eligible Institution" shall mean (i) the corporate trust department
of the Indenture Trustee or the Owner Trustee or (ii) any other depository
institution organized under the laws of the United States of America or any
State or incorporated under the laws of a foreign jurisdiction with a branch or
agency located in the United States of America or any State qualified to take
deposits and subject to supervision and examination by federal or state banking
authorities which at all times has either a long-term unsecured debt rating of
at least Baa3 from Moody's or a long-term unsecured debt rating, a short-term
unsecured debt rating or a certificate of deposit rating acceptable to Moody's
and whose deposits are insured by the Federal Deposit Insurance Corporation;
provided, however, that (A) the commercial paper, short-term debt obligations or
other short-term deposits of the depository institution described in clause (ii)

                                       6



above must be rated at least Prime-1 by Moody's and at least A-1+ by Standard &
Poor's if deposits are to be held in an account maintained with such depository
institution pursuant to this Agreement for fewer than 30 days and (B) the
long-term unsecured debt obligations of the depository institution described in
clause (ii) above must be rated at least AA- by Standard & Poor's if deposits
are to be held in an account maintained with such depository institution
pursuant to this Agreement for more than 30 days.

          "Eligible Servicer" shall mean a Person which, at the time of its
appointment as Servicer, (i) has a net worth of not less than $50,000,000, (ii)
is servicing a portfolio of motor vehicle retail installment sale contracts
and/or motor vehicle loans, (iii) is legally qualified, and has the capacity, to
service the Receivables, (iv) has demonstrated the ability to service a
portfolio of motor vehicle retail installment sale contracts and/or motor
vehicle loans similar to the Receivables professionally and competently in
accordance with standards of skill and care that are consistent with prudent
industry standards and (v) is qualified and entitled to use pursuant to a
license or other written agreement, and agrees to maintain the confidentiality
of, the software which the Servicer uses in connection with performing its
duties and responsibilities under this Agreement or obtains rights to use, or
develops at its own expense, software which is adequate to perform its duties
and responsibilities under this Agreement.

          "ERISA" shall mean the Employee Retirement Income Security Act of
1974, as amended.

          "Event of Servicing Termination" shall mean an event specified in
Section 8.1.

          "Excess Collections" shall have the meaning specified in Section
2.8(a)(xii) of the Indenture.

          "Final Order" shall mean a final, non-appealable order of a court
exercising jurisdiction in an Insolvency Proceeding with respect to the
Depositor, the Seller or the Servicer to the effect that all or any portion of
any payment made to the Noteholders or the Certificateholders must be returned
prior to the Termination Date (as defined in the Policy) as a voidable
preference under the United States Bankruptcy Code (11 U.S.C.), as amended from
time to time.

          "Final Scheduled Maturity Date" shall mean the [__________] 20[__]
Distribution Date.

          "Financed Vehicle" shall mean a new or used motor vehicle, together
with all accessions thereto, securing an Obligor's indebtedness under a
Receivable.

          "Fiscal Agent" shall have the meaning specified in the Policy.

          "Holder" shall mean a Noteholder or a Certificateholder, as the case
may be.

          "Indenture" shall mean the Indenture, dated as of [__________],
20[__], between the Trust and the Indenture Trustee, as amended, supplemented or
otherwise modified and in effect from time to time.

                                       7



          "Indenture Trustee" shall mean [____________________], a
[____________________], not in its individual capacity but solely as Indenture
Trustee under the Indenture, and any successor Indenture Trustee under the
Indenture.

          "Initial Certificate Balance" shall mean, as the context may require,
(i) with respect to all of the Certificates, $[_______________], or (ii) with
respect to any Certificate, an amount equal to the initial denomination of such
Certificate.

          "Initial Note Balance" shall mean, as the context may require, (i)
with respect to all of the Notes, $[_______________], or (ii) with respect to
any Note, an amount equal to the initial denomination of such Note.

          "Initial Reserve Account Deposit" shall mean $[_______________].

          "Insolvency Event" shall mean, with respect to any Person, (i) the
making by such Person of a general assignment for the benefit of creditors, (ii)
the filing by such Person of a voluntary petition in bankruptcy, (iii) such
Person being adjudged bankrupt or insolvent, or having had entered against such
Person an order for relief in any bankruptcy or insolvency proceeding, (iv) the
filing by such Person of a petition or answer seeking reorganization,
arrangement, composition, readjustment, liquidation, dissolution or similar
relief under any statute, law or regulation, (v) the filing by such Person of an
answer or other pleading admitting or failing to contest the material
allegations of a petition filed against such Person in any proceeding specified
in clause (vii) below, (vi) seeking, consenting to or acquiescing in the
appointment of a trustee, receiver or liquidator of such Person or of all or any
substantial part of the assets of such Person or (vii) the failure to obtain
dismissal within 60 days of the commencement of any proceeding against such
Person seeking reorganization, arrangement, composition, readjustment,
liquidation, dissolution or similar relief under any statute, law or regulation,
or the entry of any order appointing a trustee, liquidator or receiver of such
Person of all or any substantial portion of the assets of such Person.

          "Insurance Agreement" shall mean the Insurance and Reimbursement
Agreement, dated as of [__________], 20[__], among the Insurer, the Depositor
and CarMax, in its individual capacity, as seller and as servicer, as amended,
supplemented or otherwise modified and in effect from time to time.

          "Insurance Payment Amount" shall have, for any Distribution Date, the
meaning specified for such Distribution Date in Section 4.6(a).

          "Insurer" shall mean [____________________], a [____________________],
and its successors.

          "Insurer Defense Costs" shall mean all reasonable costs and expenses
of the Insurer (including reasonable costs and expenses of the Owner Trustee
paid by the Insurer) incurred in connection with any action, proceeding or
investigation that could reasonably be expected to adversely affect the Trust or
the Owner Trust Estate or the rights or obligations of the Insurer under any of
the Transaction Documents or under the Policy, including any judgment or
settlement entered into in connection with any such action, proceeding or
investigation;

                                       8



provided, however, that Insurer Defense Costs shall not include costs or
expenses incurred as a result of the willful misfeasance, bad faith or
negligence of the Insurer.

          "Lien" shall mean a security interest, lien, charge, pledge, equity or
encumbrance of any kind, other than tax liens, mechanics' or materialmen's
liens, judicial liens and any liens that may attach to a Financed Vehicle by
operation of law.

          "Liquidation Proceeds" shall mean all amounts received by the Servicer
with respect to any Defaulted Receivable, net of the sum of (i) any expenses
incurred by the Servicer in connection with collection of such Receivable and
the disposition of the related Financed Vehicle (to the extent determinable by
the Servicer and not previously reimbursed) plus (ii) any amounts required by
law to be remitted to the related Obligor.

          "Monthly Certificate Interest" shall mean (i) for the initial
Distribution Date, $[_______________], and (ii) for any Distribution Date
thereafter, one-twelfth of the product of (A) the Certificate Rate and (B) the
Certificate Balance as of the immediately preceding Distribution Date (after
giving effect to all payments of principal made to the Certificateholders on or
before such preceding Distribution Date).

          "Monthly Certificate Principal" shall mean, for any Distribution Date
on or after which the Notes have been paid in full, the lesser of (i) the
Certificate Balance as of the day preceding such Distribution Date and (ii) the
amount necessary to reduce the Certificate Balance as of the day preceding such
Distribution Date to the Pool Balance as of the last day of the preceding
Collection Period; provided, however, that the Monthly Certificate Principal for
the Certificate Final Distribution Date shall equal the amount necessary to
reduce the outstanding principal balance of the Certificates to zero.

          "Monthly Note Interest" shall mean, for any Distribution Date, the sum
of the Class A-1 Monthly Interest, the Class A-2 Monthly Interest, the Class A-3
Monthly Interest and the Class A-4 Monthly Interest, in each case for such
Distribution Date.

          "Monthly Note Principal" shall mean, for any Distribution Date, the
lesser of (i) the Note Balance as of the day preceding such Distribution Date
and (ii) the amount necessary to reduce the sum of the Note Balance plus the
Certificate Balance as of the day preceding such Distribution Date to the Pool
Balance as of the last day of the preceding Collection Period; provided,
however, that the Monthly Note Principal for the Note Final Distribution Date
for any Class of Notes shall equal the greater of (i) the amount otherwise
calculated pursuant to this definition and (ii) the outstanding principal
balance of the Notes of such Class as of the day preceding such Distribution
Date.

          "Monthly Remittance Condition" shall have the meaning specified in
Section 4.2.

          "Monthly Servicing Fee" shall mean, for any Collection Period, the fee
payable to the Servicer on the following Distribution Date for services rendered
during such Collection Period as determined pursuant to Section 3.8.

          "Moody's" shall mean Moody's Investors Service, Inc., and its
successors.

                                       9



          "Motor Vehicle Receivables" shall have the meaning specified in
Section 6.7(a).

          "Net Losses" shall mean, with respect to any Collection Period, the
excess, if any, of (i) the aggregate Principal Balance of all Receivables that
became Defaulted Receivables during such Collection Period over (ii) the
aggregate Liquidation Proceeds received by the Servicer during such Collection
Period.

          "Note Balance" shall mean, at any time, as the context may require,
(i) with respect to all of the Notes, an amount equal to, initially, the Initial
Note Balance and, thereafter, an amount equal to the Initial Note Balance as
reduced from time to time by all amounts allocable to principal previously
distributed to the Noteholders or (ii) with respect to any Note, an amount equal
to, initially, the initial denomination of such Note and, thereafter, an amount
equal to such initial denomination as reduced from time to time by all amounts
allocable to principal previously distributed in respect of such Note; provided,
however, that in determining whether the Holders of Notes evidencing the
requisite percentage of the Note Balance have given any request, demand,
authorization, direction, notice, consent or waiver hereunder or under any other
Transaction Document, Notes owned by the Trust, any other obligor upon the
Notes, the Depositor, the Seller, the Servicer or any Affiliate of any of the
foregoing Persons shall be disregarded and deemed to be excluded from the Note
Balance (unless such Persons own 100% of the Note Balance), except that, in
determining whether the Indenture Trustee or the Owner Trustee shall be
protected in relying on any such request, demand, authorization, direction,
notice, consent or waiver, only Notes that a Responsible Officer of the
Indenture Trustee or the Owner Trustee, as applicable, knows to be so owned
shall be so disregarded; and, provided further, that Notes that have been
pledged in good faith may be regarded as included in the Note Balance if the
pledgee establishes to the satisfaction of the Indenture Trustee or the Owner
Trustee, as applicable, the pledgee's right so to act with respect to such Notes
and that the pledgee is not the Trust, any other obligor upon the Notes, the
Depositor, the Seller, the Servicer or any Affiliate of any of the foregoing
Persons.

          "Note Final Distribution Date" shall mean, as applicable, the Class
A-1 Final Distribution Date, the Class A-2 Final Distribution Date, the Class
A-3 Final Distribution Date or the Class A-4 Final Distribution Date.

          "Note Payment Account" shall mean the account established and
maintained as such pursuant to Section 4.1(b).

          "Note Pool Factor" shall mean, with respect to any Class of Notes as
of any Distribution Date, a seven-digit decimal figure equal to the outstanding
principal balance of such Class as of such Distribution Date (after giving
effect to any reductions of such outstanding principal balance to be made on
such Distribution Date) divided by the original outstanding principal balance of
such Class.

          "Note Rate" shall mean, in the case of the Class A-1 Notes, the Class
A-1 Rate, in the case of the Class A-2 Notes, the Class A-2 Rate, in the case of
the Class A-3 Notes, the Class A-3 Rate, and in the case of the Class A-4 Notes,
the Class A-4 Rate.

                                       10



          "Noteholder" shall mean a Person in whose name a Note is registered on
the Note Register.

          "Obligor" shall mean the purchaser or co-purchasers of a Financed
Vehicle purchased in whole or in part by the execution and delivery of a
Receivable or any other Person who owes or may be liable for payments under a
Receivable.

          "Officer's Certificate" shall mean a certificate signed by the
chairman, the president, any executive vice president, any senior vice
president, any vice president or the treasurer of the Depositor or the Servicer,
as the case may be, and delivered to the Owner Trustee and the Indenture
Trustee.

          "Opinion of Counsel" shall mean one or more written opinions of
counsel who may, except as otherwise expressly provided in this Agreement, be an
employee of, or outside counsel to, the Depositor or the Servicer and who shall
be acceptable to the Indenture Trustee, the Owner Trustee or the Rating
Agencies, as applicable.

          "Owner Trust Estate" shall have the meaning specified in the Trust
Agreement.

          "Owner Trustee" shall mean [____________________], a
[____________________], not in its individual capacity but solely as Owner
Trustee under the Trust Agreement, and any successor Owner Trustee under the
Trust Agreement.

          "Permitted Investments" shall mean, on any date of determination,
book-entry securities, negotiable instruments or securities represented by
instruments in bearer or registered form which evidence:

               (i)    direct obligations of, and obligations fully guaranteed
     by, the United States of America or any agency or instrumentality thereof
     the obligations of which are backed by the full faith and credit of the
     United States of America;

               (ii)   demand deposits, time deposits, bankers' acceptances or
     certificates of deposit of any depository institution or trust company
     incorporated under the laws of the United States of America or any State
     (or any domestic branch of a foreign bank) and subject to supervision and
     examination by federal or state banking or depository institution
     authorities; provided, however, that such investment shall not have an 'r'
     highlighter affixed to its rating and its terms shall have a predetermined
     fixed dollar amount of principal due at maturity that cannot vary or
     change; and, provided further, that, at the time of the investment, the
     commercial paper or other short-term unsecured debt obligations (other than
     such obligations the rating of which is based on the credit of a Person
     other than such depository institution or trust company) of such depository
     institution or trust company shall have a rating from Standard & Poor's of
     at least A-1+ and from Moody's of at least Prime 1;

               (iii)  repurchase obligations with respect to any security that
     is a direct obligation of, or fully guaranteed by, the United States of
     America or any agency or instrumentality thereof the obligations of which
     are backed by the full faith and credit of

                                       11



     the United States of America, in either case entered into with a depository
     institution or trust company (acting as principal) described in clause (ii)
     above;

               (iv)   short-term corporate securities bearing interest or sold
     at a discount issued by any corporation incorporated under the laws of the
     United States of America or any state thereof; provided, however, that such
     investment shall not have an 'r' highlighter affixed to its rating and its
     terms shall have a predetermined fixed dollar amount of principal due at
     maturity that cannot vary or change; and, provided further, that, at the
     time of the investment, the short-term unsecured debt obligations (other
     than such obligations the rating of which is based on the credit of a
     Person other than such corporation) of such corporation shall have a rating
     from Standard & Poor's of at least AAA and from Moody's of at least Aaa;

               (v)    commercial paper having, at the time of the investment, a
     rating from Standard & Poor's of at least A-1+ and from Moody's of at least
     Prime 1; provided, however, that such investment shall not have an 'r'
     highlighter affixed to its rating and its terms shall have a predetermined
     fixed dollar amount of principal due at maturity that cannot vary or
     change;

               (vi)   guaranteed investment contracts issued by an insurance
     company or other corporation as to which the Rating Agency Condition shall
     have been satisfied;

               (vii)  investments in money market funds having a rating from
     Standard & Poor's of at least AAA-m or AAAm-G and from Moody's of at least
     Aaa (including funds for which the Indenture Trustee or the Owner Trustee
     or any of their respective Affiliates is investment manager or advisor);
     and

               (viii) any other investment as to which the Rating Agency
     Condition shall have been satisfied and, unless an Insurer Default shall
     have occurred and be continuing, the written consent of the Insurer shall
     have been obtained.

          "Person" shall mean a legal person, including any individual,
corporation, estate, partnership, joint venture, association, joint stock
company, limited liability company, limited liability partnership, trust,
unincorporated organization, or government or any agency or political
subdivision thereof, or any other entity of whatever nature.

          "Policy Claim Amount" shall have the meaning specified in Section
4.6(b)(ii).

          "Pool Balance" shall mean, as of the last day of any Collection
Period, the aggregate Principal Balance of the Receivables as of such last day;
provided, however, that if the Receivables are purchased by the Servicer
pursuant to Section 9.1(a) or are sold or otherwise liquidated by the Indenture
Trustee following an Event of Default pursuant to Section 5.4(a) of the
Indenture, the Pool Balance shall be deemed to be zero as of the last day of the
Collection Period during which such purchase, sale or other liquidation occurs.

          "Principal Balance" shall mean, with respect to any Receivable as of
any date, the Amount Financed under such Receivable minus the sum of (i) that
portion of all Scheduled Payments actually received on or prior to such date
allocable to principal using the Simple

                                       12



Interest Method (to the extent collected) plus (ii) any rebates of extended
warranty contract costs or physical damage, theft, credit life or credit
disability insurance premiums included in the Amount Financed plus (iii) any
full or partial prepayment applied to reduce the unpaid principal balance of
such Receivable; provided, however, that (i) the Principal Balance of a
Defaulted Receivable shall be zero as of the last day of the Collection Period
during which it became a Defaulted Receivable and (ii) the Principal Balance of
a Purchased Receivable shall be zero as of the last day of the Collection Period
during which it became a Purchased Receivable.

          "Purchase Amount" shall mean, with respect to any Distribution Date
and any Receivable to be repurchased by the Depositor or purchased by the
Servicer on such Distribution Date, an amount equal to the sum of (i) the
Principal Balance of such Receivable plus (ii) the amount of accrued but unpaid
interest on such Principal Balance at the related APR to but excluding such
Distribution Date.

          "Purchased Receivable" shall mean a Receivable as to which payment of
the Purchase Amount has been made by the Depositor pursuant to Section 2.4 or by
the Servicer pursuant to Section 3.7 or 9.1.

          "Rating Agencies" shall mean Moody's and Standard & Poor's and their
respective successors; provided, however, that if no such organization or
successor is any longer in existence, Rating Agency shall mean a nationally
recognized statistical rating organization or other comparable Person designated
by the Trust, notice of which designation shall have been given to the Indenture
Trustee, the Owner Trustee and the Servicer.

          "Rating Agency Condition" shall mean, with respect to any action, that
each Rating Agency shall have been given prior notice of such action and (i)
shall have notified the Depositor, the Seller, the Servicer, the Indenture
Trustee, the Owner Trustee and the Insurer in writing that such action will not
result in a reduction or withdrawal of the then current rating assigned by such
Rating Agency to any Class of Notes or the Certificates and (ii) shall have
confirmed to the Insurer that such action will not result in a withdrawal or
reduction below investment grade of the then current shadow rating assigned by
such Rating Agency to any Class of Notes or the Certificates, in each case
without giving effect to the benefit of the Policy.

          "Receivable" shall mean a motor vehicle retail installment sale
contract identified on the Receivable Schedule (as such contract may be amended,
supplemented or otherwise modified and in effect from time to time).

          "Receivable File" shall mean, with respect to any Receivable, the
electronic entries, documents, instruments and writings with respect to such
Receivable specified in Section 2.5.

          "Receivable Schedule" shall mean the list identifying the Receivables
attached as Schedule 1 to this Agreement (which list may be in the form of
microfiche or compact disk).

          "Receivables Purchase Agreement" shall mean the Receivables Purchase
Agreement, dated as of [__________], 20[__], between the Seller and the
Depositor, as amended, supplemented or otherwise modified and in effect from
time to time.

                                       13



          "Record Date" shall mean, with respect to any Distribution Date, the
close of business on the Business Day preceding such Distribution Date;
provided, however, that (i) if Definitive Notes have been issued with respect to
any Class of Notes, Record Date shall mean, with respect to any Distribution
Date for such Class, the last Business Day of the calendar month preceding such
Distribution Date and (ii) if Definitive Certificates have been issued, Record
Date shall mean, with respect to any Distribution Date for the Certificates, the
last Business Day of the calendar month preceding such Distribution Date.

          "Relevant UCC" shall mean the Uniform Commercial Code as in effect
from time to time in any relevant jurisdiction.

          "Required Payment Amount" shall have, for any Distribution Date, the
meaning specified for such Distribution Date in Section 4.6(a).

          "Required Rating" shall mean a short-term unsecured debt rating of
Prime-1 by Moody's and A-1+ by Standard & Poor's.

          "Required Reserve Account Amount" shall mean, for any Distribution
Date, the greater of (i) $[_______________] and (ii) [____]% of the Pool Balance
as of the last day of the preceding Collection Period; provided, however, that
the Required Reserve Account Amount for any Distribution Date on which a
Required Reserve Account Increase Event (as defined in the Insurance Agreement)
has occurred and is continuing shall equal the Required Reserve Account Increase
Amount (as defined in the Insurance Agreement) and the Required Reserve Account
Amount for any Distribution Date on which a Trigger Event (as defined in the
Insurance Agreement) has occurred and is continuing shall equal the Policy
Amount; and, provided further, that the Required Reserve Account Amount for any
Distribution Date shall not exceed the sum of the Note Balance plus the
Certificate Balance as of such Distribution Date (after giving effect to all
payments of principal made to the Noteholders and the Certificateholders on such
Distribution Date).

          "Reserve Account" shall mean the account established and maintained as
such pursuant to Section 4.7(a).

          "Reserve Account Amount" shall mean, for any Distribution Date, the
amount on deposit in and available for withdrawal from the Reserve Account on
such Distribution Date (after giving effect to all deposits to and withdrawals
from the Reserve Account on the preceding Distribution Date, or, in the case of
the initial Distribution Date, the Closing Date), including all interest and
other income (net of losses and investment expenses) earned on such amount
during the preceding Collection Period.

          "Reserve Account Deficiency" shall have, for any Distribution Date,
the meaning specified for such Distribution Date in Section 4.6(b).

          "Reserve Account Draw Amount" shall have the meaning specified in
Section 4.6(b).

          "Reserve Account Property" shall have the meaning specified in Section
4.7(a).

                                       14



          "Residual Interest" shall have the meaning specified in the Trust
Agreement.

          "Responsible Officer" shall mean (i) in the case of the Indenture
Trustee, any managing director, principal, vice president, assistant vice
president, assistant secretary, assistant treasurer or trust officer of the
Indenture Trustee or any other officer of the Indenture Trustee customarily
performing functions similar to those performed by any of the above designated
officers and, with respect to a particular corporate trust matter, any other
officer of the Indenture Trustee to whom such matter is referred because of such
officer's knowledge of and familiarity with the particular subject and (ii) in
the case of the Owner Trustee, any vice president, assistant vice president,
assistant secretary, assistant treasurer, trust officer or financial services
officer of the Owner Trustee or any other officer of the Owner Trustee
customarily performing functions similar to those performed by any of the above
designated officers and with direct responsibility for the administration of the
Trust and, with respect to a particular corporate trust matter, any other
officer of the Owner Trustee to whom such matter is referred because of such
officer's knowledge of and familiarity with the particular subject.

          "Scheduled Payment" shall mean, for any Receivable, each payment
required to be made by the related Obligor in accordance with the terms of such
Receivable (after giving effect to any deferral of payments pursuant to Section
3.2 or any rescheduling of payments as a result of any Insolvency Event with
respect to such Obligor).

          "Securities" shall have the meaning specified in Section 6.7(a).

          "Securitization Trust" shall have the meaning specified in Section
6.7(a).

          "Seller" shall mean CarMax, in its capacity as seller of the
Receivables under the Receivables Purchase Agreement, and its successors in such
capacity.

          "Servicer" shall mean CarMax, in its capacity as servicer of the
Receivables under this Agreement, and its successors in such capacity.

          "Servicer's Certificate" shall have the meaning specified in Section
3.9.

          "Servicing Officer" shall mean any officer of the Servicer involved
in, or responsible for, the administration and servicing of the Receivables
whose name appears on a list of servicing officers attached to an Officer's
Certificate furnished on the Closing Date to the Owner Trustee and the Indenture
Trustee by the Servicer, as such list may be amended from time to time by the
Servicer in writing.

          "Servicing Rate" shall mean 1.00% per annum.

          "Simple Interest Method" shall mean the method of allocating a fixed
level payment between principal and interest, pursuant to which a portion of
such payment is allocated to interest in an amount equal to the product of the
APR of the related Receivable multiplied by the unpaid Principal Balance of such
Receivable multiplied by the period of time (expressed as a fraction of a year,
based on the actual number of days in the applicable calendar month and a
365-day year) elapsed since the preceding payment was made and the remainder of
such payment is allocated to principal.

                                       15



          "Simple Interest Receivable" shall mean any Receivable under which
each payment is allocated between principal and interest in accordance with the
Simple Interest Method.

          "Standard & Poor's" shall mean Standard & Poor's Ratings Services, a
division of The McGraw-Hill Companies, Inc., and its successors.

          "Total Certificate Interest" shall mean, for any Distribution Date,
the sum of (i) the Monthly Certificate Interest for such Distribution Date plus
(ii) the Additional Certificate Interest for such Distribution Date.

          "Total Note Interest" shall mean, for any Distribution Date and any
Class of Notes, the sum of (i) the Monthly Note Interest for such Distribution
Date for such Class plus (ii) the Additional Note Interest for such Distribution
Date for such Class.

          "Total Servicing Fee" shall mean, for any Collection Period, the sum
of (i) the Monthly Servicing Fee for such Collection Period plus (ii) all
accrued but unpaid Monthly Servicing Fees for previous Collection Periods.

          "Transition Costs" shall have the meaning specified in Section 8.1(a).

          "Trust" shall mean the CarMax Auto Owner Trust 20[__]-[__], a Delaware
statutory trust.

          "Trust Agreement" shall mean the Amended and Restated Trust Agreement,
dated as of [__________], 20[__], between the Depositor and the Owner Trustee,
as amended, supplemented or otherwise modified and in effect from time to time.

          "Trust Fiscal Year" shall mean the period commencing on March 1 of any
year and ending on February 28 (or February 29, if applicable) of the following
year.

          "Trust Property" shall mean the Receivables and the other related
property sold, transferred, assigned and otherwise conveyed by the Depositor to
the Trust pursuant to Section 2.1(a).

          SECTION 1.2   Other Definitional Provisions.

          (a)  Capitalized terms used herein and not otherwise defined herein
have the meanings assigned to them in the Indenture.

          (b)  All terms defined in this Agreement shall have the defined
meanings when used in any certificate or other document made or delivered
pursuant hereto unless otherwise defined therein.

          (c)  As used in this Agreement and in any certificate or other
document made or delivered pursuant hereto or thereto, accounting terms not
defined in this Agreement or in any such certificate or other document, and
accounting terms partly defined in this Agreement or in any such certificate or
other document to the extent not defined, shall have the respective

                                       16



meanings assigned to them under generally accepted accounting principles. To the
extent that the definitions of accounting terms in this Agreement or in any such
certificate or other document are inconsistent with the meanings of such terms
under generally accepted accounting principles, the definitions contained in
this Agreement or in any such certificate or other document shall control.

          (d)  The words "hereof," "herein," and "hereunder" and words of
similar import when used in this Agreement shall refer to this Agreement as a
whole and not to any particular provision of this Agreement. Article, Section,
Schedule and Exhibit references contained in this Agreement are references to
Articles, Sections, Schedules and Exhibits in or to this Agreement unless
otherwise specified. The term "including" shall mean "including without
limitation."

          (e)  The definitions contained in this Agreement are applicable to the
singular as well as the plural forms of such terms and to the masculine as well
as to the feminine and neuter genders of such terms.

          (f)  Any agreement, instrument or statute defined or referred to
herein or in any instrument or certificate delivered in connection herewith
means such agreement, instrument or statute as from time to time amended,
modified or supplemented and includes (in the case of agreements or instruments)
references to all attachments thereto and instruments incorporated therein.
References to a Person are also to its permitted successors and assigns.

                                   ARTICLE II
                                 TRUST PROPERTY

          SECTION 2.1   Conveyance of Trust Property.

          (a)  In consideration of the Trust's delivery to, or upon the written
order of, the Depositor of authenticated Notes and Certificates, in authorized
denominations in aggregate principal amounts equal to the Initial Note Balance
and the Initial Certificate Balance, respectively, the Depositor hereby
irrevocably sells, transfers, assigns and otherwise conveys to the Trust,
without recourse (subject to the obligations herein), all right, title and
interest of the Depositor, whether now owned or hereafter acquired, in, to and
under the following:

               (i)    the Receivables;

               (ii)   all amounts received on or in respect of the Receivables
     after the Cutoff Date;

               (iii)  the security interests in the Financed Vehicles granted by
     the Obligors pursuant to the Receivables;

               (iv)   all proceeds from claims on or refunds of premiums with
     respect to physical damage, theft, credit life or credit disability
     insurance policies relating to the Financed Vehicles or the Obligors;

               (v)    the Receivable Files;

                                       17



               (vi)   the Collection Account, the Note Payment Account, the
     Certificate Payment Account, and the Reserve Account and all amounts,
     securities, financial assets, investments and other property deposited in
     or credited to any of the foregoing and all proceeds thereof;

               (vii)  all rights of the Depositor under the Receivables Purchase
     Agreement, including the right to require the Seller to repurchase
     Receivables from the Depositor; and

               (viii) all present and future claims, demands, causes of action
     and choses in action in respect of any or all of the foregoing and all
     payments on or under and all proceeds of every kind and nature whatsoever
     in respect of any or all of the foregoing, including all proceeds of the
     conversion thereof, voluntary or involuntary, into cash or other liquid
     property, all accounts, general intangibles, chattel paper, instruments,
     documents, money, investment property, deposit accounts, letters of credit,
     letter-of-credit rights, insurance proceeds, condemnation awards, rights to
     payment of any and every kind and other forms of obligations and all other
     property which at any time constitutes all or part of or is included in the
     proceeds of any of the foregoing.

          (b)  The Depositor and the Trust intend that the transfer of the Trust
Property contemplated by Section 2.1(a) constitute a sale of the Trust Property,
conveying good title to the Trust Property, from the Depositor to the Trust. If
such transfer is deemed to be a pledge to secure the payment of the Notes and
the Certificates, however, the Depositor hereby grants to the Trust a first
priority security interest in all of the Depositor's right, title and interest
in, to and under the Trust Property, and all proceeds thereof, to secure the
payment of the Notes and the Certificates, and in such event, this Agreement
shall constitute a security agreement under applicable law.

          (c)  The sale, transfer, assignment and conveyance of the Trust
Property made under Section 2.1(a) shall not constitute and is not intended to
result in an assumption by the Trust of any obligation of the Depositor or the
Seller to the Obligors or any other Person in connection with the Receivables
and the other Trust Property or any obligation of the Depositor or the Seller
under any agreement, document or instrument related thereto.

          SECTION 2.2   Representations and Warranties of the Seller as to the
Receivables. The Seller has made to the Depositor the representations and
warranties as to the Receivables set forth in Section 3.2(b) of the Receivables
Purchase Agreement. The Trust shall be deemed to have relied on such
representations and warranties in accepting the Receivables. The representations
and warranties set forth in Section 3.2(b) of the Receivables Purchase Agreement
speak as of the execution and delivery of this Agreement, except to the extent
otherwise provided, but shall survive the sale, transfer, assignment and
conveyance of the Receivables to the Trust pursuant to this Agreement and the
pledge of the Receivables to the Indenture Trustee pursuant to the Indenture.
Pursuant to Section 2.1(a), the Depositor has sold, transferred, assigned and
otherwise conveyed to the Trust, as part of the Trust Property, its rights under
the Receivables Purchase Agreement, including its right to require the Seller to
repurchase Receivables in accordance with the Receivables Purchase Agreement
upon a breach of the

                                       18



representations and warranties set forth in Section 3.2(b) of the Receivables
Purchase Agreement.

          SECTION 2.3   Representations and Warranties of the Depositor as to
the Receivables. The Depositor makes the following representations and
warranties as to the Receivables on which the Trust shall be deemed to have
relied in accepting the Receivables. The representations and warranties speak as
of the execution and delivery of this Agreement, except to the extent otherwise
provided, but shall survive the sale, transfer, assignment and conveyance of the
Receivables to the Trust pursuant to this Agreement and the pledge of the
Receivables to the Indenture Trustee pursuant to the Indenture.

          (a)  Characteristics of Receivables. Each Receivable (i) has been
originated by the Seller or an Affiliate of the Seller in the ordinary course of
business in connection with the sale of a new or used motor vehicle and has been
fully and properly executed by the parties thereto, (ii) contains customary and
enforceable provisions such that the rights and remedies of the holder thereof
are adequate for realization against the collateral of the benefits of the
security, (iii) provides for level monthly payments that fully amortize the
Amount Financed by maturity (except that the period between the date of such
Receivable and the date of the first Scheduled Payment may be less than or
greater than one month and the amount of the first and last Scheduled Payments
may be less than or greater than the level payments) and yield interest at the
related APR, (iv) provides for, in the event that such Receivable is prepaid, a
prepayment that fully pays the Principal Balance of such Receivable with
interest at the related APR through the date of payment, (v) is a retail
installment sale contract substantially in the form of Exhibit B to the
Receivables Purchase Agreement, (vi) is secured by a new or used motor vehicle
that had not been repossessed as of the Cutoff Date, (vii) is a Simple Interest
Receivable, (viii) relates to an Obligor who has made at least one payment under
such Receivable as of the Cutoff Date and (ix) relates to an Obligor whose
mailing address is located in any State.

          (b)  Receivable Schedule. The information set forth in the Receivable
Schedule was true and correct in all material respects as of the opening of
business on the Cutoff Date, and no selection procedures believed to be adverse
to the Depositor and/or the Securityholders were utilized in selecting the
Receivables from those retail installment sale contracts which met the criteria
contained in this Agreement. The information set forth in the compact disk or
other listing regarding the Receivables made available to the Depositor and its
assigns (which compact disk or other listing is required to be delivered as
specified herein) is true and correct in all material respects.

          (c)  Compliance with Law. Each Receivable and the sale of the related
Financed Vehicle complied, at the time such Receivable was originated and
complies, as of the Closing Date, in all material respects with all requirements
of applicable federal, state and local laws, and regulations thereunder,
including usury laws, the Federal Truth-in-Lending Act, the Equal Credit
Opportunity Act, the Fair Credit Reporting Act, the Fair Debt Collection
Practices Act, the Federal Trade Commission Act, the Magnuson-Moss Warranty Act,
the Federal Reserve Board's Regulations B and Z, the Soldiers' and Sailors'
Civil Relief Act of 1940, state adaptations of the National Consumer Act and the
Uniform Consumer Credit Code and any other consumer credit, equal opportunity
and disclosure laws applicable to such Receivable and sale.

                                       19



          (d)  Binding Obligation. Each Receivable represents the genuine,
legal, valid and binding payment obligation in writing of the related Obligor,
enforceable by the holder thereof in all material respects in accordance with
its terms, except as enforceability may be limited by bankruptcy, insolvency,
reorganization, liquidation or other similar laws affecting the enforcement of
creditors' rights generally and by general principles of equity.

          (e)  No Government Obligor. No Receivable is due from the United
States of America or any State or from any agency, department or instrumentality
of the United States of America or any State.

          (f)  Security Interest in Financed Vehicles. Immediately prior to the
transfer of the Receivables by the Seller to the Depositor, each Receivable was
secured by a valid, binding and enforceable first priority perfected security
interest in favor of the Seller in the related Financed Vehicle, which security
interest has been validly assigned by the Seller to the Depositor. The Servicer
has received, or will receive within 180 days after the Closing Date, the
original certificate of title for each Financed Vehicle (other than any Financed
Vehicle that is subject to a certificate of title statute or motor vehicle
registration law that does not require that the original certificate of title
for such Financed Vehicle be delivered to the Seller).

          (g)  Receivables in Force. No Receivable has been satisfied,
subordinated or rescinded, nor has any Financed Vehicle been released in whole
or in part from the Lien granted by the related Receivable.

          (h)  No Waiver. No provision of any Receivable has been waived in such
a manner that such Receivable fails to meet all of the representations and
warranties made by the Depositor in this Section 2.3 with respect thereto.

          (i)  No Defenses. No Receivable is subject to any right of rescission,
setoff, counterclaim or defense, including the defense of usury, and the
operation of any of the terms of any Receivable, or the exercise of any right
thereunder, will not render such Receivable unenforceable in whole or in part or
subject to any right of rescission, setoff, counterclaim or defense, including
the defense of usury, and the Depositor has no knowledge of any such right of
rescission, setoff, counterclaim or defense being asserted or threatened with
respect to any Receivable.

          (j)  No Liens. The Depositor has no knowledge of any liens or claims
that have been filed, including liens for work, labor or materials or for unpaid
state or federal taxes, relating to any Financed Vehicle that are prior to, or
equal or coordinate with, the security interest in such Financed Vehicle created
by the related Receivable.

          (k)  No Default. Except for payment defaults continuing for a period
of not more than 30 days, the Depositor has no knowledge that any default,
breach, violation or event permitting acceleration under the terms of any
Receivable has occurred or that any continuing condition that with notice or the
lapse of time or both would constitute a default, breach, violation or event
permitting acceleration under the terms of any Receivable has arisen, and the
Depositor has not waived any such event or condition.

                                       20



          (l)  Title. The Depositor has purchased the Receivables from the
Seller. The Depositor intends that the transfer of the Receivables contemplated
by Section 2.1(a) constitute a sale of the Receivables from the Depositor to the
Trust and that the beneficial interest in, and title to, the Receivables not be
part of the Depositor's estate in the event of the filing of a bankruptcy
petition by or against the Depositor under any bankruptcy law. The Depositor has
not sold, transferred, assigned or pledged any Receivable to any Person other
than the Trust. The Depositor has not created, incurred or suffered to exist any
Lien, encumbrance or security interest on any Receivable except for the Lien of
the Indenture.

          (m)  Security Interest Matters. This Agreement creates a valid and
continuing "security interest" (as defined in the Relevant UCC) in the
Receivables in favor of the Trust, which security interest is prior to all other
Liens and is enforceable as such as against creditors of and purchasers from the
Depositor. The Receivables constitute "tangible chattel paper" (as defined in
the Relevant UCC). The Depositor owns and has good and marketable title to the
Receivables free and clear of any Lien, claim or encumbrance of any Person. The
Depositor has caused or will cause prior to the Closing Date the filing of all
appropriate financing statements in the proper filing offices in the appropriate
jurisdictions under applicable law necessary to perfect the security interest in
the Receivables granted to the Trust under this Agreement. Other than the
security interest granted to the Trust under this Agreement, the Depositor has
not pledged, assigned, sold, granted a security interest in or otherwise
conveyed any of the Receivables. The Depositor has not authorized the filing of
and is not aware of any financing statements against the Depositor that include
a description of collateral covering the Receivables other than any financing
statement relating to the security interest granted to the Trust under this
Agreement or that has been terminated. The Depositor is not aware of any
judgment or tax lien filings against the Depositor. The security interest of the
Seller in each Financed Vehicle has been validly assigned by the Depositor to
the Trust.

          (n)  Financing Statements. All financing statements filed or to be
filed against the Depositor in favor of the Indenture Trustee (as assignee of
the Trust) contain a statement substantially to the following effect: "A
purchase of or security interest in any collateral described in this financing
statement will violate the rights of the Indenture Trustee."

          (o)  Valid Assignment. No Receivable has been originated in, or is
subject to the laws of, any jurisdiction under which the sale, transfer,
assignment and conveyance of such Receivable under the Receivables Purchase
Agreement or this Agreement or the pledge of such Receivable under the Indenture
is unlawful, void or voidable or under which such Receivable would be rendered
void or voidable as a result of any such sale, transfer, assignment, conveyance
or pledge. The Depositor has not entered into any agreement with any account
debtor that prohibits, restricts or conditions the assignment of the
Receivables.

          (p)  One Original. There is only one original executed copy of each
Receivable.

          (q)  Principal Balance. Each Receivable had an original Principal
Balance of not more than $[__________] and a remaining Principal Balance as of
the Cutoff Date of not less than $[__________].

                                       21



          (r)  No Bankrupt Obligors. As of the Cutoff Date, no Receivable was
due from an Obligor that was the subject of a proceeding under the Bankruptcy
Code of the United States or was bankrupt.

          (s)  New and Used Vehicles. As of the Cutoff Date, approximately
[____]% of the Pool Balance related to Receivables secured by new Financed
Vehicles and approximately [____]% of the Pool Balance related to Receivables
secured by used Financed Vehicles.

          (t)  Origination. Each Receivable was originated after [__________],
20[__].

          (u)  Term to Maturity. Each Receivable had an original term to
maturity of not more than [____] months and not less than [____] months and a
remaining term to maturity as of the Cutoff Date of not more than [____] months
and not less than [____] months.

          (v)  Weighted Average Remaining Term to Maturity. As of the Cutoff
Date, the weighted average remaining term to maturity of the Receivables was
approximately [____] months.

          (w)  Annual Percentage Rate. Each Receivable has an APR of at least
[____]% and not more than [____]%.

          (x)  Location of Receivable Files. The Receivable Files are maintained
at the location listed in Schedule 2 to this Agreement.

          (y)  Simple Interest Method. All payments with respect to the
Receivables have been allocated consistently in accordance with the Simple
Interest Method.

          (z)  No Delinquent Receivables. As of the Cutoff Date, no payment due
under any Receivable was more than 30 days past due.

          (aa) Insurance. Each Obligor has obtained or agreed to obtain physical
damage insurance (which insurance shall not be force placed insurance) covering
the related Financed Vehicle in accordance with the Seller's normal
requirements.

          (bb) Fair Market Value. The Receivables Purchase Price and the value
of the Residual Interest represent the fair market value of the Receivables.

          (cc) Custodial Agreements. Immediately prior to the transfer of the
Receivables by the Seller to the Depositor, the Seller or an Affiliate of the
Seller had possession of the Receivable Files and there were no, and there will
not be any, custodial agreements in effect materially adversely affecting the
right or ability of the Seller to make, or cause to be made, any delivery
required under this Agreement.

          (dd) Bulk Transfer Laws. The transfer of the Receivables and the
Receivable Files by the Depositor to the Trust pursuant to this Agreement is not
subject to the bulk transfer laws or any similar statutory provisions in effect
in any applicable jurisdiction.

                                       22



          (ee) No Transfer Restrictions. The Depositor has not created, incurred
or suffered to exist any restriction on transferability of the Receivables
except for the restrictions on transferability imposed by this Agreement.

          SECTION 2.4   Repurchase by Depositor upon Breach. The Depositor, the
Servicer or the Owner Trustee, as the case may be, shall inform the other
parties to this Agreement, the Seller, the Indenture Trustee and the Insurer
promptly, in writing, upon the discovery of any breach or failure to be true of
the representations and warranties set forth in Section 2.3. If such breach or
failure shall not have been cured by the close of business on the last day of
the Collection Period which includes the thirtieth (30th) day after the date on
which the Depositor becomes aware of, or receives written notice from the
Seller, the Servicer, the Owner Trustee or the Insurer of, such breach or
failure, and such breach or failure materially and adversely affects the
interest of the Trust in a Receivable, the Depositor shall repurchase such
Receivable from the Trust on the Distribution Date immediately following such
Collection Period. In consideration of the repurchase of a Receivable hereunder,
the Depositor shall remit the Purchase Amount of such Receivable in the manner
specified in Section 4.5. The sole remedy of the Trust, the Owner Trustee, the
Indenture Trustee, the Noteholders, the Certificateholders and the Insurer with
respect to a breach or failure to be true of the representations and warranties
set forth in Section 2.3 shall be to require the Depositor to repurchase
Receivables pursuant to this Section 2.4. Neither the Owner Trustee nor the
Indenture Trustee shall have any duty to conduct an affirmative investigation as
to the occurrence of any condition requiring the repurchase of any Receivable
pursuant to this Section 2.4 or the eligibility of any Receivable for purposes
of this Agreement.

          SECTION 2.5   Custody of Receivable Files. To assure uniform quality
in servicing the Receivables and to reduce administrative costs, the Trust, upon
the execution and delivery of this Agreement, hereby revocably appoints the
Servicer as its agent, and the Servicer hereby accepts such appointment, to act
as custodian on behalf of the Trust and the Indenture Trustee of the following
documents or instruments, which are hereby constructively delivered to the
Indenture Trustee, as pledgee of the Trust pursuant to the Indenture with
respect to each Receivable (collectively, a "Receivable File"):

               (i)    the original, executed copy of such Receivable;

               (ii)   the original credit application with respect to such
     Receivable fully executed by the related Obligor or a photocopy thereof or
     a record thereof on a computer file or disc or on microfiche;

               (iii)  the original certificate of title for the related Financed
     Vehicle or such other documents that the Seller or the Servicer shall keep
     on file, in accordance with its customary practices and procedures,
     evidencing the security interest of the Seller in such Financed Vehicle;

               (iv)   documents evidencing the commitment of the related Obligor
     to maintain physical damage insurance covering the related Financed
     Vehicle; and

                                       23



               (v)    any and all other documents (including any computer file
     or disc or microfiche) that the Seller or the Servicer shall keep on file,
     in accordance with its customary practices and procedures, relating to such
     Receivable, the related Obligor or the related Financed Vehicle.

          On the Closing Date, the Servicer shall deliver to the Trust and the
Indenture Trustee an Officer's Certificate confirming that the Servicer has
received, on behalf of the Trust and the Indenture Trustee, all the documents
and instruments necessary for the Servicer to act as the agent of the Trust and
the Indenture Trustee for the purposes set forth in this Section 2.5, including
the documents referred to herein, and the Trust, the Owner Trustee and the
Indenture Trustee are hereby authorized to rely on such Officer's Certificate.
In addition, within 180 days after the Closing Date, the Servicer shall deliver
to the Trust, the Indenture Trustee and the Insurer an Officer's Certificate
certifying that the Servicer has received the original certificate of title for
each Financed Vehicle except each Financed Vehicle securing an outstanding
Receivable for which the Servicer has not received the original certificate of
title as shall be identified in such Officer's Certificate (and indicating
whether such Financed Vehicle is subject to a certificate of title statute or
motor vehicle registration law that requires that the original certificate of
title for such Financed Vehicle be delivered to the Seller).

          SECTION 2.6   Duties of Servicer as Custodian.

          (a)  Safekeeping. The Servicer, in its capacity as custodian, shall
hold the Receivable Files for the benefit of the Trust and the Indenture Trustee
and maintain such accurate and complete accounts, records and computer systems
pertaining to each Receivable File as shall enable the Servicer and the Trust to
comply with the terms and provisions of this Agreement and the Indenture Trustee
to comply with the terms and conditions of the Indenture. In performing its
duties as custodian, the Servicer shall act with reasonable care, using that
degree of skill and attention that the Servicer exercises with respect to the
files relating to comparable motor vehicle retail installment sale contracts
that the Servicer services for itself or others. The Servicer shall conduct, or
cause to be conducted, in accordance with its customary practices and
procedures, periodic audits of the Receivable Files held by it under this
Agreement, and of the related accounts, records and computer systems, in such a
manner as shall enable the Trust or the Indenture Trustee to verify the accuracy
of the Servicer's record keeping. The Servicer shall promptly report to the
Owner Trustee, the Indenture Trustee and the Insurer any failure on its part to
hold the Receivable Files and maintain its accounts, records and computer
systems as herein provided and promptly take appropriate action to remedy any
such failure. Nothing herein shall be deemed to require an initial review or any
periodic review by the Trust, the Owner Trustee or the Indenture Trustee of the
Receivable Files, and none of the Trust, the Owner Trustee or the Indenture
Trustee shall be liable or responsible for any action or failure to act by the
Servicer in its capacity as custodian hereunder.

          (b)  Maintenance of and Access to Records. The Servicer shall maintain
each Receivable File at the location listed in Schedule 2 or at such other
location as shall be specified to the Trust, the Indenture Trustee and the
Insurer by written notice not later than ninety (90) days after any change in
location. The Servicer shall make available to the Trust and the Indenture
Trustee, or its duly authorized representatives, attorneys or auditors, a list
of locations of the Receivable Files, the Receivable Files, and the related
accounts, records, and computer

                                       24



systems maintained by the Servicer, at such times as the Trust or the Indenture
Trustee shall instruct.

          (c)  Release of Documents. As soon as practicable after receiving
written instructions from the Indenture Trustee, the Servicer shall release any
document in the Receivable Files to the Indenture Trustee, the Indenture
Trustee's agent or the Indenture Trustee's designee, as the case may be, at such
place as the Indenture Trustee may reasonably designate.

          (d)  Title to Receivables. The Servicer shall not at any time have or
in any way attempt to assert any interest in any Receivable held by it as
custodian hereunder or in the related Receivable File other than for collecting
or enforcing such Receivable for the benefit of the Trust. The entire equitable
interest in such Receivable and the related Receivable File shall at all times
be vested in the Trust.

          SECTION 2.7   Instructions; Authority to Act. The Servicer shall be
deemed to have received proper instructions with respect to the Receivable Files
upon its receipt of written instructions signed by an Authorized Officer. A
certified copy of excerpts of authorizing resolutions of the Board of Directors
of the Indenture Trustee shall constitute conclusive evidence of the authority
of any such Authorized Officer to act and shall be considered in full force and
effect until receipt by the Servicer of written notice to the contrary given by
the Indenture Trustee.

          SECTION 2.8   Indemnification of the Custodian. The Servicer, in its
capacity as custodian, shall indemnify and hold harmless the Trust, the Owner
Trustee and the Indenture Trustee and each of their respective officers,
directors, employees and agents from and against any and all liabilities,
obligations, losses, compensatory damages, payments, costs or expenses
(including legal fees if any) of any kind whatsoever that may be imposed on,
incurred or asserted against the Trust, the Owner Trustee or the Indenture
Trustee or any of their respective officers, directors, employees and agents as
the result of any act or omission by the Servicer relating to the maintenance
and custody of the Receivable Files; provided, however, that the Servicer shall
not be liable hereunder to the Owner Trustee to the extent that such
liabilities, obligations, losses, compensatory damages, payments, costs or
expenses result from the willful misfeasance, bad faith or negligence of the
Owner Trustee and shall not be liable hereunder to the Indenture Trustee to the
extent that such liabilities, obligations, losses, compensatory damages,
payments, costs or expenses result from the willful misfeasance, bad faith or
negligence of the Indenture Trustee.

          SECTION 2.9   Effective Period and Termination. The Servicer's
appointment as custodian shall become effective as of the Cutoff Date and shall
continue in full force and effect until terminated pursuant to this Section 2.9.
If the Servicer shall resign as Servicer under Section 7.6, or if all of the
rights and obligations of the Servicer shall have been terminated under Section
8.1, the appointment of the Servicer as custodian hereunder may be terminated
(i) by the Trust, with the consent of the Indenture Trustee and the Insurer,
(ii) by the Holders of Notes evidencing not less than 25% of the Note Balance
or, if the Notes have been paid in full, by the Holders of Certificates
evidencing not less than 25% of the Certificate Balance, (iii) by the Owner
Trustee, with the consent of the Holders of Notes evidencing not less than 25%
of the Note Balance or (iv) by the Insurer, in each case by notice then given in
writing to the Depositor,

                                       25



the Servicer and the Insurer (with a copy to the Indenture Trustee and the Owner
Trustee if given by the Noteholders or the Certificateholders). As soon as
practicable after any termination of such appointment, the Servicer shall
deliver, or cause to be delivered, the Receivable Files and the related accounts
and records maintained by the Servicer to the Indenture Trustee, the Indenture
Trustee's agent or the Indenture Trustee's designee, as the case may be, at such
place as the Indenture Trustee may reasonably designate or, if the Notes have
been paid in full, at such place as the Owner Trustee may reasonably designate.

                                   ARTICLE III
                 ADMINISTRATION AND SERVICING OF RECEIVABLES AND
                              OTHER TRUST PROPERTY

          SECTION 3.1   Duties of Servicer. The Servicer shall administer the
Receivables with reasonable care. The Servicer's duties shall include, but not
be limited to, the collection and posting of all payments, responding to
inquiries by Obligors on the Receivables, or by federal, state or local
governmental authorities, investigating delinquencies, reporting tax information
to Obligors, furnishing monthly and annual statements to the Owner Trustee and
the Indenture Trustee with respect to distributions and providing collection and
repossession services in the event of Obligor default. In performing its duties
as Servicer hereunder, the Servicer shall use reasonable care and exercise that
degree of skill and attention that the Servicer exercises with respect to all
comparable motor vehicle retail installment sale contracts that it services for
itself or others. Subject to the foregoing and to Section 3.2, the Servicer
shall follow its customary standards, policies, practices and procedures in
performing its duties hereunder as Servicer. Without limiting the generality of
the foregoing, the Servicer is hereby authorized and empowered to execute and
deliver, on behalf of itself, the Depositor, the Trust, the Owner Trustee, the
Indenture Trustee, the Certificateholders, the Noteholders or any one or more of
them, any and all instruments of satisfaction or cancellation, or of partial or
full release or discharge, and all other comparable instruments, with respect to
the Receivables or the Financed Vehicles, all in accordance with this Agreement;
provided, however, that, notwithstanding the foregoing, the Servicer shall not,
except pursuant to an order from a court of competent jurisdiction, release an
Obligor from payment of any unpaid amount under any Receivable or waive the
right to collect the unpaid balance (including accrued interest) of any
Receivable from the related Obligor, except in connection with a de minimis
deficiency which the Servicer would not attempt to collect in accordance with
its customary procedures, in which event the Servicer shall indemnify the Trust
for such deficiency. If the Servicer shall commence a legal proceeding to
enforce a Receivable, the Owner Trustee shall thereupon be deemed to have
automatically assigned such Receivable to the Servicer, which assignment shall
be solely for purposes of collection. If in any enforcement suit or legal
proceeding it shall be held that the Servicer may not enforce a Receivable on
the ground that it shall not be a real party in interest or a holder entitled to
enforce such Receivable, the Owner Trustee shall, at the Servicer's expense and
written direction, take steps to enforce such Receivable, including bringing
suit in its name or the names of the Indenture Trustee, the Certificateholders,
the Noteholders or any of them. The Owner Trustee shall execute and deliver to
the Servicer any powers of attorney and other documents as shall be prepared by
the Servicer and reasonably necessary or appropriate to enable the Servicer to
carry out its servicing and administrative duties hereunder. The Servicer, at
its expense, shall obtain on behalf of the Trust or the Owner Trustee all
licenses, if any, required by the laws of any jurisdiction to be held by the
Trust or the Owner Trustee in connection with

                                       26



ownership of the Receivables and shall make all filings and pay all fees as may
be required in connection therewith during the term hereof.

          SECTION 3.2   Collection and Allocation of Receivable Payments. The
Servicer shall make reasonable efforts to collect all payments called for under
the terms and provisions of the Receivables as and when the same shall become
due and otherwise act with respect to the Receivables and the other Trust
Property in such manner as will, in the reasonable judgment of the Servicer,
maximize the amount to be received by the Trust with respect thereto and in
accordance with the standard of care required by Section 3.1. The Servicer shall
allocate collections on or in respect of the Receivables between principal and
interest in accordance with the customary servicing practices and procedures it
follows with respect to all comparable motor vehicle retail installment sale
contracts that it services for itself or others. The Servicer shall not increase
or decrease the number or amount of any Scheduled Payment, the Amount Financed
under any Receivable or the APR of any Receivable, or extend, rewrite or
otherwise modify the payment terms of any Receivable; provided, however, that
the Servicer may extend the due date for one or more payments due on any
Receivable for credit-related reasons that would be acceptable to the Servicer
with respect to comparable motor vehicle retail installment sale contracts that
it services for itself or others and in accordance with its customary standards,
policies, practices and procedures if the cumulative extensions with respect to
any Receivable shall not cause the term of such Receivable to extend beyond the
Final Scheduled Maturity Date. If the Servicer fails to comply with the
provisions of the preceding sentence, the Servicer shall be required to purchase
each Receivable affected thereby for the related Purchase Amount, in the manner
specified in Section 3.7, as of the close of the Collection Period during which
such failure occurs. The Servicer may, in its discretion (but only in accordance
with its customary standards, policies, practices and procedures), waive any
late payment charge or any other fee that may be collected in the ordinary
course of servicing a Receivable.

          SECTION 3.3   Realization upon Receivables. The Servicer shall use
reasonable efforts on behalf of the Trust, in accordance with the standard of
care required under Section 3.1, to repossess or otherwise convert the ownership
of each Financed Vehicle securing a Defaulted Receivable. In taking such action,
the Servicer shall follow such customary practices and procedures as it shall
deem necessary or advisable in its servicing of comparable motor vehicle retail
installment sale contracts and as are otherwise consistent with the standard of
care required under Section 3.1. The Servicer shall be entitled to recover all
reasonable expenses incurred by it in the course of repossessing and liquidating
a Financed Vehicle into cash proceeds, but only out of the cash proceeds of such
Financed Vehicle and any deficiency obtained from the related Obligor. If a
Financed Vehicle shall have suffered damage, the Servicer shall not expend funds
in connection with the repair or the repossession of such Financed Vehicle
unless it shall determine in its discretion that such repair and/or repossession
will increase the Liquidation Proceeds received with respect to the related
Receivable.

          SECTION 3.4   Physical Damage Insurance. The Servicer shall follow its
customary practices and procedures to determine whether or not each Obligor
shall have maintained physical damage insurance covering the related Financed
Vehicle.

                                       27



          SECTION 3.5   Maintenance of Security Interests in Financed Vehicles.
The Servicer shall take such steps, in accordance with the standard of care
required under Section 3.1, as are necessary to maintain perfection of the
security interest created by each Receivable in the related Financed Vehicle.
The Trust hereby authorizes the Servicer, and the Servicer hereby agrees, to
take such steps as are necessary to re-perfect such security interest on behalf
of the Trust and the Indenture Trustee in the event the Servicer receives notice
of, or otherwise has actual knowledge of, the fact that such security interest
is not perfected as a result of the relocation of a Financed Vehicle or for any
other reason. The Servicer shall not release, in whole or in part, any security
interest in a Financed Vehicle created by the related Receivable except as
permitted herein or in accordance with its customary standards, policies,
practices and procedures.

          SECTION 3.6   Amendment of Receivable Terms. The Servicer shall not
impair in any material respect the rights of the Depositor, the Trust, the Owner
Trustee, the Indenture Trustee, the Certificateholders, the Noteholders or the
Insurer in the Receivables or, except as permitted under Section 3.2, otherwise
amend or alter the terms of the Receivables if, as a result of such amendment or
alteration, the interests of the Depositor, the Trust, the Owner Trustee, the
Indenture Trustee, the Certificateholders, the Noteholders or the Insurer
hereunder would be materially adversely affected.

          SECTION 3.7   Purchase by Servicer upon Breach. The Depositor, the
Servicer or the Owner Trustee, as the case may be, shall inform the other
parties to this Agreement, the Seller, the Indenture Trustee and the Insurer
promptly, in writing, upon the discovery of any breach of Section 3.2, 3.5 or
3.6. If such breach shall not have been cured by the close of business on the
last day of the Collection Period which includes the thirtieth (30th) day after
the date on which the Servicer becomes aware of, or receives written notice from
the Depositor, the Seller, the Owner Trustee or the Insurer of, such breach, and
such breach materially and adversely affects the interest of the Trust in a
Receivable, the Servicer shall purchase such Receivable from the Trust on the
Distribution Date following such Collection Period; provided, however, that,
with respect to a breach of Section 3.2, the Servicer shall purchase the
affected Receivable from the Trust at the end of the Collection Period in which
such breach occurs. In consideration of the purchase of a Receivable hereunder,
the Servicer shall remit the Purchase Amount of such Receivable in the manner
specified in Section 4.5. The sole remedy of the Trust, the Owner Trustee, the
Indenture Trustee, the Noteholders and the Certificateholders with respect to a
breach of Section 3.2, 3.5 or 3.6 shall be to require the Servicer to purchase
Receivables pursuant to this Section 3.7. Neither the Owner Trustee nor the
Indenture Trustee shall have any duty to conduct an affirmative investigation as
to the occurrence of any condition requiring the purchase of any Receivable
pursuant to this Section 3.7.

          SECTION 3.8   Servicing Compensation. The Servicer shall receive the
Monthly Servicing Fee for servicing the Receivables. The Monthly Servicing Fee
for any Collection Period shall equal the product of one-twelfth (1/12) of the
Servicing Rate and the Pool Balance as of the first day of such Collection
Period (or, in the case of the initial Collection Period, as of the Cutoff
Date). The Servicer shall pay all expenses incurred by it in connection with its
activities hereunder (including the fees and expenses of the Owner Trustee and
the Indenture Trustee, including the reasonable fees and expenses of their
attorneys, and any custodian appointed by the Owner Trustee and the Indenture
Trustee, the fees and expenses of

                                       28



independent accountants, taxes imposed on the Servicer and expenses incurred in
connection with distributions and reports to the Certificateholders and the
Noteholders), except expenses incurred in connection with realizing upon
Receivables under Section 3.3.

          SECTION 3.9   Servicer's Certificate. On or before the Determination
Date immediately preceding each Distribution Date, the Servicer shall deliver to
the Depositor, the Seller, the Owner Trustee, the Indenture Trustee, the Insurer
and each Paying Agent, with a copy to the Rating Agencies, a certificate of a
Servicing Officer substantially in the form of Exhibit A (a "Servicer's
Certificate") and attached to a Servicer's report containing all information
necessary to make the transfers and distributions pursuant to Sections 4.5, 4.6
and 4.7, together with the written statements to be furnished by the Owner
Trustee to the Certificateholders pursuant to Section 4.9 and by the Indenture
Trustee to the Noteholders pursuant to Section 4.9 and pursuant to Section 6.6
of the Indenture. The Servicer shall separately identify (by account number) in
a written notice to the Depositor, the Owner Trustee, the Indenture Trustee and
the Insurer the Receivables to be repurchased by the Depositor or to be
purchased by the Servicer, as the case may be, on the Business Day preceding
such Distribution Date, and, upon request of one of the foregoing parties, each
Receivable which became a Defaulted Receivable during the related Collection
Period. The Servicer shall deliver to the Rating Agencies any information, to
the extent it is available to the Servicer, that the Rating Agencies reasonably
request in order to monitor the Trust.

          SECTION 3.10  Annual Statement as to Compliance; Notice of Event of
Servicing Termination.

          (a)  On or before May 31 of each year (commencing with the year
20[__]), the Servicer shall deliver to the Depositor, the Owner Trustee, the
Indenture Trustee and the Insurer an Officer's Certificate stating, as to the
officer signing such Officer's Certificate, that:

               (i)    a review of the activities of the Servicer during the
     preceding Trust Fiscal Year (or, in the case of the Officer's Certificate
     to be delivered in the year [____], during the period beginning on the
     Closing Date and ending on February 28, 20[__]) and of its performance
     under this Agreement has been made under such officer's supervision; and

               (ii)   to the best of such officer's knowledge, based on such
     review, the Servicer has fulfilled all its obligations under this Agreement
     throughout such Trust Fiscal Year (or, in the case of the Officer's
     Certificate to be delivered in the year 20[__], such period) or, if there
     has been a default in the fulfillment of any such obligation, specifying
     each such default known to such officer and the nature and status thereof.

          A copy of such certificate may be obtained by any Certificateholder by
a request in writing to the Owner Trustee, or by any Noteholder or Person
certifying that it is a Note Owner by a request in writing to the Indenture
Trustee, in either case addressed to the applicable Corporate Trust Office. Upon
the written request of the Owner Trustee, the Indenture Trustee shall promptly
furnish the Owner Trustee a list of Noteholders as of the date specified by the
Owner Trustee.

                                       29



          (b)  The Servicer shall deliver to the Depositor, the Owner Trustee,
the Indenture Trustee, the Insurer and the Rating Agencies, promptly after
having obtained knowledge thereof, but in no event later than five (5) Business
Days thereafter, an Officer's Certificate specifying any event which constitutes
or, with the giving of notice or lapse of time or both, would become an Event of
Servicing Termination.

          SECTION 3.11  Annual Independent Certified Public Accountants'
Reports. On or before May 31 of each year (commencing with the year 20[__]), the
Servicer shall cause a firm of independent certified public accountants (who may
also render other services to the Servicer or its Affiliates) to deliver to the
Depositor, the Owner Trustee, the Indenture Trustee and the Insurer a report
addressed to the Board of Directors of the Servicer with respect to the
preceding CarMax Fiscal Year (or, in the case of the report to be delivered in
the year 20[__], with respect to the period beginning on the Closing Date and
ending on February 28, 20[__]) to the effect that (i) such firm has audited the
financial statements of the Servicer and issued its report thereon, (ii) such
firm has audited the reports delivered by the Servicer pursuant to Section 3.9
and the records relating to the servicing of the Receivables and the
distributions on the Notes and the Certificates under this Agreement, (iii) such
audit was made in accordance with generally accepted auditing standards and (iv)
except as described in the report, such audit disclosed no exceptions or errors
in the records relating to motor vehicle loans serviced for others. Such report
shall also indicate that the firm is independent with respect to the Depositor,
the Seller and the Servicer within the meaning of the Code of Professional
Ethics of the American Institute of Certified Public Accountants. A copy of such
report may be obtained by any Certificateholder by a request in writing to the
Owner Trustee, or by any Noteholder or Person certifying that it is a Note Owner
by a request in writing to the Indenture Trustee, in either case addressed to
the applicable Corporate Trust Office. In the event such firm requires the
Indenture Trustee to agree to the procedures performed by such firm, the
Servicer shall direct the Indenture Trustee in writing to so agree, it being
understood and agreed that the Indenture Trustee will deliver such letter of
agreement in conclusive reliance upon the direction of the Servicer, and the
Indenture Trustee makes no independent inquiry or investigation as to, and shall
have no obligation or liability in respect of, the sufficiency, validity or
correctness of such procedures.

          SECTION 3.12  Access to Certain Documentation and Information
Regarding Receivables. The Servicer shall provide the Depositor, the Owner
Trustee, the Indenture Trustee, the Certificateholders, the Noteholders and the
Insurer with access to the Receivable Files in the cases where the Depositor,
the Owner Trustee, the Indenture Trustee, the Certificateholders, the
Noteholders or the Insurer shall be required by applicable statutes or
regulations to have access to such documentation. Such access shall be afforded
without charge, but only upon reasonable request and during normal business
hours at the offices of the Servicer. Nothing in this Section 3.12 shall affect
the obligation of the Servicer to observe any applicable law prohibiting
disclosure of information regarding the Obligors, and the failure of the
Servicer to provide access to information as a result of such obligation shall
not constitute a breach of this Section 3.12. Each Certificateholder or
Noteholder, by its acceptance of a Certificate or Note, as the case may be, and
the Insurer shall be deemed to have agreed to keep any information obtained by
it pursuant to this Section 3.12 confidential, except as may be required by
applicable law.

                                       30



          SECTION 3.13  Reports to the Commission. The Servicer shall, on behalf
of the Trust, cause to be filed with the Commission any periodic reports
required to be filed under the provisions of the Exchange Act, and the rules and
regulations of the Commission thereunder. The Depositor shall, at its expense,
cooperate in any reasonable request made by the Servicer in connection with such
filings. The Servicer shall provide or cause to be provided to the Depositor
copies of all documents filed by the Servicer after the Closing Date with the
Commission pursuant to the Securities Act of 1933, as amended, or the Securities
Act of 1934, as amended, that relate specifically to the Trust, the Notes or the
Certificates.

          SECTION 3.14  Reports to Rating Agencies. The Servicer shall deliver
to each Rating Agency, at such address as such Rating Agency may request, a copy
of all reports or notices furnished or delivered pursuant to this Article III
and a copy of any amendments, supplements or modifications to this Agreement and
any other information reasonably requested by such Rating Agency to monitor this
transaction.

                                   ARTICLE IV
                  DISTRIBUTIONS; RESERVE ACCOUNT; STATEMENTS TO
                       NOTEHOLDERS AND CERTIFICATEHOLDERS

          SECTION 4.1   Accounts.

          (a)  The Servicer shall establish, on or before the Closing Date, and
maintain in the name of the Indenture Trustee at an Eligible Institution (which
shall initially be the Indenture Trustee) a segregated trust account designated
as the Collection Account (the "Collection Account"). The Collection Account
shall be held in trust for the benefit of the Noteholders, the
Certificateholders and the Insurer. The Collection Account shall be under the
sole dominion and control of the Indenture Trustee; provided, however, that the
Servicer may make deposits to and direct the Indenture Trustee in writing to
make withdrawals from the Collection Account in accordance with this Agreement,
the Indenture and the Trust Agreement. All monies deposited from time to time in
the Collection Account pursuant to this Agreement shall be held by the Indenture
Trustee as part of the Trust Property and shall be applied as provided in this
Agreement. All deposits to and withdrawals from the Collection Account shall be
made only upon the terms and conditions of the Transaction Documents.

          If the Servicer is required to remit collections on a daily basis
pursuant to the first sentence of Section 4.2, all amounts held in the
Collection Account shall, to the extent permitted by applicable law, rules and
regulations, be invested, as directed in writing by the Servicer, by the bank or
trust company then maintaining the Collection Account in Permitted Investments
that mature not later than the Business Day preceding the Distribution Date
following the Collection Period during which such investment is made. All such
Permitted Investments shall be held to maturity. If the Collection Account is no
longer to be maintained at the Indenture Trustee, the Servicer shall, with the
Indenture Trustee's assistance as necessary, promptly (and in any case within
ten (10) calendar days or such longer period not to exceed thirty (30) calendar
days as to which each Rating Agency may consent) cause the Collection Account to
be moved to an Eligible Institution. The Servicer shall promptly notify the
Indenture Trustee and the Owner Trustee of any change in the account number or
location of the Collection Account.

                                       31



          (b)  The Servicer shall establish, on or before the Closing Date, and
maintain in the name of the Indenture Trustee at an Eligible Institution (which
shall initially be the Indenture Trustee) a segregated trust account designated
as the Note Payment Account (the "Note Payment Account"). The Note Payment
Account shall be held in trust for the benefit of the Noteholders. The Note
Payment Account shall be under the sole dominion and control of the Indenture
Trustee; provided, however, that the Servicer may make deposits to and direct
the Indenture Trustee in writing to make withdrawals from the Note Payment
Account in accordance with this Agreement and the Indenture. All monies
deposited from time to time in the Note Payment Account pursuant to this
Agreement and the Indenture shall be held by the Indenture Trustee as part of
the Trust Property and shall be applied as provided in this Agreement and the
Indenture. The amounts on deposit in the Note Payment Account shall not be
invested. If the Note Payment Account is no longer to be maintained at the
Indenture Trustee, the Servicer shall, with the Indenture Trustee's assistance
as necessary, promptly (and in any case within ten (10) calendar days or such
longer period not to exceed thirty (30) calendar days as to which each Rating
Agency may consent) cause the Note Payment Account to be moved to an Eligible
Institution. The Servicer shall promptly notify the Indenture Trustee and the
Owner Trustee of any change in the account number or location of the Note
Payment Account.

          (c)  The Servicer shall establish, on or before the Closing Date, and
maintain in the name of the Owner Trustee at an Eligible Institution (which
shall initially be the Owner Trustee) a segregated trust account designated as
the "CarMax Auto Owner Trust 20[__]-[__] Trust Account" (the "Certificate
Payment Account"). The Certificate Payment Account shall be held in trust for
the benefit of the Certificateholders. The Certificate Payment Account shall be
under the sole dominion and control of the Owner Trustee; provided, however,
that the Servicer may direct the Indenture Trustee in writing to make deposits
to the Certificate Payment Account in accordance with this Agreement and the
Indenture and may direct the Owner Trustee to make withdrawals from the
Certificate Payment Account in accordance with this Agreement and the Trust
Agreement. All monies deposited from time to time in the Certificate Payment
Account pursuant to this Agreement and the Indenture shall be held by the Owner
Trustee as part of the Trust Property and shall be applied as provided in this
Agreement and the Trust Agreement. The amounts on deposit in the Certificate
Payment Account shall not be invested. If the Certificate Payment Account is no
longer to be maintained at the Owner Trustee, the Servicer shall, with the Owner
Trustee's assistance as necessary, promptly (and in any case within ten (10)
calendar days or such longer period not to exceed thirty (30) calendar days as
to which each Rating Agency may consent) cause the Certificate Payment Account
to be moved to an Eligible Institution. The Servicer shall promptly notify the
Indenture Trustee and the Owner Trustee in writing of any change in the account
number or location of the Certificate Payment Account.

          SECTION 4.2   Collections. The Servicer shall remit to the Collection
Account all amounts received by the Servicer on or in respect of the Receivables
(including Liquidation Proceeds and all amounts received by the Servicer in
connection with the repossession and sale of a Financed Vehicle (whether or not
the related Receivable has been classified as a Defaulted Receivable) but
excluding payments with respect to Purchased Receivables) as soon as practicable
and in no event after the close of business on the second Business day after
such receipt; provided, however, that for so long as (i) CarMax is the Servicer,
(ii) no Event of Servicing Termination shall have occurred and be continuing and
(iii) the Rating Agency Condition shall have been satisfied and, unless an
Insurer Default shall have occurred and be

                                       32



continuing, the written consent of the Insurer shall have been obtained (each, a
"Monthly Remittance Condition"), the Servicer may remit any such amounts
received during any Collection Period to the Collection Account in immediately
available funds on the Business Day preceding the Distribution Date following
such Collection Period (it being understood that the Monthly Remittance
Condition has not been satisfied as of the Closing Date). The Owner Trustee and
the Indenture Trustee shall not be deemed to have knowledge of any event or
circumstance under clause (ii) or (iii) of the definition of Monthly Remittance
Condition that would require daily remittance by the Servicer to the Collection
Account unless the Owner Trustee or the Indenture Trustee, as applicable, has
received notice of such event or circumstance from the Depositor or the Servicer
in an Officer's Certificate or written notice of such event or circumstance from
the Insurer (if no Insurer Default shall have occurred and be continuing), the
Holders of Notes evidencing not less than 25% of the Note Balance or the Holders
of Certificates evidencing not less than 25% of the Certificate Balance or
unless a Responsible Officer of the Owner Trustee or the Indenture Trustee, as
applicable, has actual knowledge of such event or circumstance. The Servicer
shall remit to the Collection Account on the Closing Date all amounts received
by the Servicer on or in respect of the Receivables (including Liquidation
Proceeds and all amounts received by the Servicer in connection with the
repossession and sale of a Financed Vehicle (whether or not the related
Receivable has been classified as a Defaulted Receivable)) during the period
from but excluding the Cutoff Date to and including the second Business Day
preceding the Closing Date.

          SECTION 4.3   Application of Collections. For purposes of this
Agreement, all amounts received on or in respect of a Receivable during any
Collection Period (including Liquidation Proceeds and all amounts received by
the Servicer in connection with the repossession and sale of a Financed Vehicle
(whether or not the related Receivable has been classified as a Defaulted
Receivable) but excluding payments with respect to Purchased Receivables) shall
be applied by the Servicer, as of the last day of such Collection Period, to
interest and principal on such Receivable in accordance with the Simple Interest
Method.

          SECTION 4.4   [RESERVED].

          SECTION 4.5   Additional Deposits. The Depositor and the Servicer
shall deposit or cause to be deposited in the Collection Account the aggregate
Purchase Amount with respect to Purchased Receivables pursuant to Section 2.4,
3.7 or 9.1. All such deposits with respect to a Collection Period shall be made
in immediately available funds no later than 5:00 p.m., New York City time, on
the Business Day preceding the Distribution Date following such Collection
Period.

          SECTION 4.6   Determination Date Calculations; Application of
Available Funds.

          (a)  On each Determination Date, the Servicer shall calculate the
following amounts:

               (i)    the Available Collections for the following Distribution
     Date;

               (ii)   the Total Servicing Fee for the preceding Collection
     Period;

                                       33



               (iii)  the Total Note Interest for each Class of Notes for the
     following Distribution Date;

               (iv)   the Total Certificate Interest for the following
     Distribution Date;

               (v)    the Monthly Note Principal for the following Distribution
     Date;

               (vi)   the Monthly Certificate Principal for the following
     Distribution Date;

               (vii)  the Insurance Premium for the following Distribution Date
     plus any overdue Insurance Premiums for previous Distribution Dates;

               (viii) the aggregate amount of any unreimbursed payments under
     the Policy, including any amount deposited by the Insurer pursuant to
     Section 5.2(d) or (e) of the Indenture, to the extent payable to the
     Insurer under the Insurance Agreement plus accrued interest on any
     unreimbursed payments under the Policy, including any amount deposited by
     the Insurer pursuant to Section 5.2(d) or (e) of the Indenture, at the rate
     provided in the Insurance Agreement plus any other amounts due the Insurer
     under the Insurance Agreement plus any unreimbursed Insurer Defense Costs;

               (ix)   the sum of the amounts described in clauses (ii) through
     (vi) above (the "Required Payment Amount"); and

               (x)    the sum of the amounts described in clauses (vii) and
     (viii) above (the "Insurance Payment Amount").

          (b)  On each Determination Date, the Servicer shall calculate the
following amounts:

               (i)    the lesser of (A) the amount, if any, by which the sum of
     the Required Payment Amount for the following Distribution Date plus the
     Insurance Payment Amount for such Distribution Date exceeds the Available
     Collections for such Distribution Date and (B) the Reserve Account Amount
     for such Distribution Date (before giving effect to any deposits to or
     withdrawals from the Reserve Account on such Distribution Date) (such
     lesser amount, the "Reserve Account Draw Amount");

               (ii)   the amount, if any, by which the Required Payment Amount
     for the following Distribution Date exceeds the sum of the Available
     Collections for such Distribution Date plus the Reserve Account Draw Amount
     for such Distribution Date (such amount, the "Policy Claim Amount");

               (iii)  the Reserve Account Amount for the following Distribution
     Date (after giving effect to the withdrawal of the Reserve Account Draw
     Amount for such Distribution Date); and

               (iv)   the amount, if any, by which the Required Reserve Account
     Amount for the following Distribution Date exceeds the Reserve Account
     Amount for such

                                       34



     Distribution Date (after giving effect to the withdrawal of the Reserve
     Account Draw Amount for such Distribution Date) (such excess, the "Reserve
     Account Deficiency").

          On each Distribution Date, the Servicer shall instruct the Indenture
Trustee to transfer the Reserve Account Draw Amount, if any, for such
Distribution Date from the Reserve Account to the Collection Account; provided,
however, that, if the Notes have been declared immediately due and payable
following an Event of Default, the Servicer shall instruct the Indenture Trustee
to transfer directly to the Insurer the portion, if any, of such Reserve Account
Draw Amount payable in respect of the Insurance Payment Amount.

          (c)  If the Servicer determines on any Determination Date that the
Available Collections for the following Distribution Date and the Reserve
Account Draw Amount for such Distribution Date will be insufficient to pay in
full the Required Payment Amount for such Distribution Date, the Servicer shall
deliver to the Indenture Trustee, with a copy to the Insurer, the Owner Trustee
and the Fiscal Agent, no later than 2:00 p.m., New York City time, on such
Determination Date, a written notice specifying the Policy Claim Amount for such
Distribution Date. The Indenture Trustee shall, no later than 12:00 p.m., New
York City time, on the second Business Day prior to such Distribution Date, make
a claim under the Policy for such Policy Claim Amount by delivering to the
Insurer and the Fiscal Agent, with a copy to the Depositor and the Servicer, a
Notice for Payment (as defined in and attached as Exhibit A to the Policy) for
such Policy Claim Amount. In making any such claim, the Indenture Trustee shall
act on behalf of the Noteholders and the Certificateholders and shall comply
with all the terms and conditions of the Policy. The Indenture Trustee shall,
upon receipt, deposit such Policy Claim Amount in the Collection Account.

          (d)  On each Distribution Date, the Servicer shall instruct the
Indenture Trustee in writing to apply the Available Funds for such Distribution
Date to make the payments and deposits set forth in Section 2.8(a) of the
Indenture.

          (e)  The Indenture Trustee shall provide prompt written notice to the
Insurer of any action or proceeding known to the Indenture Trustee seeking to
recover all or any portion of any payment made to the Noteholders or the
Certificateholders as a voidable preference under the United States Bankruptcy
Code (11 U.S.C.), as amended from time to time. If the Indenture Trustee has
received a Final Order with respect to a preference payment, it shall promptly
notify the Insurer of such Final Order and shall comply with the provisions of
the Policy to obtain payment by the Insurer of such preference payment. The
Indenture Trustee shall furnish to the Insurer such information as the Insurer
shall reasonably request with respect to such preference payment.

          SECTION 4.7   Reserve Account.

          (a)  The Servicer shall establish, on or before the Closing Date, and
maintain in the name of the Indenture Trustee at an Eligible Institution (which
shall initially be the Indenture Trustee) a segregated trust account designated
as the Reserve Account (the "Reserve Account"). The Reserve Account shall be
held in trust for the benefit of the Noteholders, the Certificateholders and the
Insurer. The Reserve Account shall be under the sole dominion and control of the
Indenture Trustee; provided, however, that the Servicer may make deposits to and

                                       35



direct the Indenture Trustee in writing to make withdrawals from the Reserve
Account in accordance with this Agreement and the Indenture. On the Closing
Date, the Depositor shall deposit the Initial Reserve Account Deposit into the
Reserve Account from the net proceeds of the sale of the Notes. The Reserve
Account and all amounts, securities, investments, financial assets and other
property deposited in or credited to the Reserve Account (the "Reserve Account
Property") has been conveyed by the Depositor to the Trust pursuant to Section
2.1(a). Pursuant to the Indenture, the Trust will pledge all of its right, title
and interest in, to and under the Reserve Account and the Reserve Account
Property to the Indenture Trustee on behalf of the Noteholders and the
Certificateholders and to the Insurer to secure its obligations under the Notes
and the Indenture.

          (b)  The Reserve Account Property shall, to the extent permitted by
applicable law, rules and regulations, be invested, as directed in writing by
the Servicer, by the bank or trust company then maintaining the Reserve Account
in Permitted Investments that mature not later than the Business Day preceding
the Distribution Date following the Collection Period during which such
investment is made. All such Permitted Investments shall be held to maturity.
All interest and other income (net of losses and investment expenses) on funds
on deposit in the Reserve Account shall, at the written direction of the
Servicer, be paid to the Seller, as holder of the Residual Interest, on any
Distribution Date to the extent that funds on deposit therein, as certified by
the Servicer, exceed the Required Reserve Account Amount. If the Reserve Account
is no longer to be maintained at the Indenture Trustee, the Servicer shall, with
the Indenture Trustee's assistance as necessary, promptly (and in any case
within ten (10) calendar days or such longer period not to exceed thirty (30)
calendar days as to which each Rating Agency may consent) cause the Reserve
Account to be moved to an Eligible Institution. The Servicer shall promptly
notify the Indenture Trustee, the Owner Trustee and the Insurer in writing of
any change in the account number or location of the Reserve Account.

          (c)  With respect to any Reserve Account Property:

               (i)    any Reserve Account Property that is a "financial asset"
     (as defined in Section 8-102(a)(9) of the Relevant UCC) shall be physically
     delivered to, or credited to an account in the name of, the Eligible
     Institution maintaining the Reserve Account, in accordance with such
     institution's customary procedures such that such institution establishes a
     "securities entitlement" in favor of the Indenture Trustee with respect
     thereto;

               (ii)   any Reserve Account Property that is held in deposit
     accounts shall be held solely in the name of the Indenture Trustee at one
     or more depository institutions having the Required Rating and each such
     deposit account shall be subject to the exclusive custody and control of
     the Indenture Trustee and the Indenture Trustee shall have sole signature
     authority with respect thereto; and

               (iii)  except for any deposit accounts specified in clause (ii)
     above, the Reserve Account shall only be invested in securities or in other
     assets which the Eligible Institution maintaining the Reserve Account
     agrees to treat as "financial assets" (as defined in Section 8-102(a)(9) of
     the Relevant UCC).

                                       36



          (d)  If the Reserve Account Amount for any Distribution Date (after
giving effect to the withdrawal of the Reserve Account Draw Amount for such
Distribution Date) exceeds the Required Reserve Account Amount for such
Distribution Date, the Servicer shall instruct the Indenture Trustee in writing
to distribute the amount of such excess to the Seller, as holder of the Residual
Interest. The Indenture Trustee and the Owner Trustee hereby release, on each
Distribution Date, their security interest in, to and under Reserve Account
Property distributed to the Seller, as holder of the Residual Interest.

          (e)  If the Note Balance and the Certificate Balance, and all other
amounts owing or to be distributed hereunder or under the Indenture or the Trust
Agreement to the Noteholders, the Certificateholders or the Insurer, have been
paid in full and the Trust has been terminated, any remaining Reserve Account
Property shall be distributed to the Seller, as holder of the Residual Interest.

          SECTION 4.8   Net Deposits. As an administrative convenience, unless
the Servicer is required to remit collections on a daily basis pursuant to the
first sentence of Section 4.2, the Depositor and the Servicer may make any
remittance pursuant to this Article IV with respect to a Collection Period net
of distributions to be made to the Depositor or the Servicer with respect to
such Collection Period; provided, however, that such obligations shall remain
separate obligations, no party shall have a right of offset and each such party
shall account for all of the above described remittances and distributions as if
the amounts were deposited and/or transferred separately.

          SECTION 4.9   Statements to Noteholders and Certificateholders. On or
prior to each Distribution Date, the Servicer shall provide to the Indenture
Trustee (with copies to the Depositor, the Insurer, the Rating Agencies and each
Paying Agent), for the Indenture Trustee to forward to each Noteholder of record
as of the most recent Record Date and to the Owner Trustee (with copies to the
Depositor, the Insurer, the Rating Agencies and each Paying Agent) for the Owner
Trustee to forward to each Certificateholder of record as of the most recent
Record Date, a statement in substantially the form of Exhibit B or Exhibit C, as
applicable. Each such statement shall set forth at least the following
information as to the Notes and the Certificates (to the extent applicable) with
respect to the distribution to be made on such Distribution Date:

               (i)    the amount of such distribution allocable to principal for
     each Class of Notes and for the Certificates;

               (ii)   the amount of such distribution allocable to current and
     overdue interest (including any interest on overdue interest) for each
     Class of Notes and for the Certificates;

               (iii)  the Total Servicing Fee for the preceding Collection
     Period;

               (iv)   the aggregate outstanding principal balance of each Class
     of Notes, the Note Pool Factor with respect to each Class of Notes, the
     Certificate Balance and the Certificate Pool Factor (in each case after
     giving effect to payments allocated to principal reported under clause (i)
     above);

                                       37



               (v)    the Pool Balance as of the close of business on the last
     day of the preceding Collection Period;

               (vi)   the Reserve Account Amount on such Distribution Date
     (after giving effect to all deposits to or withdrawals from the Reserve
     Account on such Distribution Date);

               (vii)  the aggregate Purchase Amount of Receivables repurchased
     by the Depositor or purchased by the Servicer, if any, with respect to the
     preceding Collection Period;

               (viii) the number and aggregate Principal Balance of Receivables
     that were 31-60 days, 61-90 days or 91 days or more delinquent as of the
     last day of the preceding Collection Period; and

               (ix)   the Net Losses with respect to the preceding Collection
     Period; and

               (x)    the amount of Excess Collections with respect to such
     Distribution Date.

          SECTION 4.10  Control of Securities Accounts. Notwithstanding anything
to the contrary contained herein, the Trust agrees that each of the Collection
Account, the Note Payment Account, the Certificate Payment Account and the
Reserve Account will only be established at an Eligible Institution that agrees
substantially as follows: (i) it will comply with "entitlement orders" (as
defined in Section 8-102(a)(8) of the Relevant UCC) relating to such accounts
issued by the Indenture Trustee without further consent by the Trust; (ii) until
the termination of the Indenture, it will not enter into any other agreement
relating to any such account pursuant to which it agrees to comply with
entitlement orders of any Person other than the Indenture Trustee; and (iii) all
assets delivered or credited to it in connection with such accounts and all
investments thereof will be promptly credited to such accounts.

          SECTION 4.11  Policy Matters.

          (a)  The Indenture Trustee hereby agrees on behalf of the Noteholders
(and each Noteholder, by its acceptance of its Notes, hereby agrees) for the
benefit of the Insurer that the Indenture Trustee shall recognize that to the
extent the Insurer makes a payment under the Policy, either directly or
indirectly (as by paying through the Indenture Trustee), to the Noteholders, the
Insurer will be entitled to be subrogated to the rights of the Noteholders to
the extent of such payment made under the Policy. Any rights of subrogation
acquired by the Insurer as a result of any payment made under the Policy shall,
in all respects, be subordinate and junior in right of payment to the prior
indefeasible payment in full of all amounts due under the Notes.

          (b)  The Owner Trustee hereby agrees on behalf of the
Certificateholders (and each Certificateholder, by its acceptance of its
Certificates, hereby agrees) for the benefit of the Insurer that the Indenture
Trustee shall recognize that to the extent the Insurer makes a payment under the
Policy, either directly or indirectly (as by paying through the Indenture
Trustee), to the Certificateholders, the Insurer will be entitled to be
subrogated to the rights of the

                                       38



Certificateholders to the extent of such payment made under the Policy. Any
rights of subrogation acquired by the Insurer as a result of any payment made
under the Policy shall, in all respects, be subordinate and junior in right of
payment to the prior indefeasible payment in full of all amounts due under the
Certificates.

          (c)  The Indenture Trustee, for itself and on behalf of the
Noteholders, hereby agrees that the Insurer may at any time during the
continuation of any proceeding relating to a Final Order direct all matters
relating to such Final Order, including the direction of any appeal of any order
relating to such Final Order and the posting of any surety, supersedeas or
performance bond pending any such appeal. In addition and without limitation of
the foregoing, the Insurer shall be subrogated, to the extent of any payments
made under the Policy, to the rights of the Depositor, the Seller, the Servicer,
the Trust, the Indenture Trustee and the Noteholders in the conduct of any
preference claim, including all rights of any party to any adversarial
proceeding or action with respect to any court order issued in connection with
any such preference claim.

          (d)  The Owner Trustee, for itself and on behalf of the
Certificateholders, hereby agrees that the Insurer may at any time during the
continuation of any proceeding relating to a Final Order direct all matters
relating to such Final Order, including the direction of any appeal of any order
relating to such Final Order and the posting of any surety, supersedeas or
performance bond pending any such appeal. In addition and without limitation of
the foregoing, the Insurer shall be subrogated, to the extent of any payments
made under the Policy, to the rights of the Depositor, the Seller, the Servicer,
the Trust, the Owner Trustee and the Certificateholders in the conduct of any
preference claim, including all rights of any party to any adversarial
proceeding or action with respect to any court order issued in connection with
any such preference claim.

                                    ARTICLE V
                                   [RESERVED]

                                   ARTICLE VI
                                  THE DEPOSITOR

          SECTION 6.1   Representations and Warranties of Depositor. The
Depositor makes the following representations and warranties on which the Trust
shall be deemed to have relied in accepting the Trust Property. The
representations and warranties speak as of the execution and delivery of this
Agreement and shall survive the sale, transfer, assignment and conveyance of the
Trust Property to the Trust pursuant to this Agreement and the pledge of the
Trust Property to the Indenture Trustee pursuant to the Indenture:

          (a)  Organization and Good Standing. The Depositor has been duly
organized and is validly existing as a limited liability company in good
standing under the laws of the State of Delaware, has the power, authority and
legal right to own its properties and to conduct its business as such properties
are currently owned and such business is currently conducted, and has the power,
authority and legal right to acquire, own and sell the Receivables.

                                       39



          (b)  Due Qualification. The Depositor is duly qualified to do business
as a foreign limited liability company in good standing and has obtained all
necessary licenses and approvals in each jurisdiction in which the failure to so
qualify or to obtain such licenses and approvals would, in the reasonable
judgment of the Depositor, materially and adversely affect the performance by
the Depositor of its obligations under, or the validity or enforceability of,
this Agreement, any of the other Transaction Documents to which the Depositor is
a party, the Receivables, the Notes or the Certificates.

          (c)  Power and Authority. The Depositor has the power and authority to
execute, deliver and perform its obligations under this Agreement and the other
Transaction Documents to which it is a party. The Depositor has the power and
authority to sell, assign, transfer and convey the property to be transferred to
and deposited with the Trust and has duly authorized such transfer and deposit
by all necessary limited liability company action, and the execution, delivery
and performance of this Agreement and the other Transaction Documents to which
the Depositor is a party have been duly authorized by the Depositor by all
necessary limited liability company action.

          (d)  Valid Transfer; Binding Obligation. This Agreement effects a
valid sale, transfer, assignment and conveyance to the Trust of the Receivables
and the other Trust Property enforceable against all creditors of and purchasers
from the Depositor. This Agreement and the other Transaction Documents to which
the Depositor is a party constitute legal, valid and binding obligations of the
Depositor, enforceable against the Depositor in accordance with their terms,
subject, as to enforceability, to applicable bankruptcy, insolvency,
reorganization, conservatorship, receivership, liquidation and other similar
laws and to general equitable principles.

          (e)  No Violation. The execution, delivery and performance by the
Depositor of this Agreement and the other Transaction Documents to which the
Depositor is a party, the consummation of the transactions contemplated hereby
and thereby and the fulfillment of the terms hereof and thereof will not
conflict with, result in a breach of any of the terms and provisions of or
constitute (with or without notice or lapse of time or both) a default under the
certificate of formation or limited liability company agreement of the Depositor
or any material indenture, agreement, mortgage, deed of trust or other
instrument to which the Depositor is a party or by which the Depositor is bound
or to which any of its properties are subject, or result in the creation or
imposition of any lien upon any of its properties pursuant to the terms of any
such indenture, agreement, mortgage, deed of trust or other instrument (other
than pursuant to this Agreement), or violate any law, order, rule or regulation
applicable to the Depositor or its properties of any federal or state regulatory
body, court, administrative agency or other governmental instrumentality having
jurisdiction over the Depositor or any of its properties.

          (f)  No Proceedings. There are no proceedings or investigations
pending or, to the knowledge of the Depositor, threatened against the Depositor
before any court, regulatory body, administrative agency or other governmental
instrumentality having jurisdiction over the Depositor or its properties (i)
asserting the invalidity of this Agreement, the Indenture, the Trust Agreement,
any of the other Transaction Documents, the Notes or the Certificates, (ii)
seeking to prevent the issuance of the Notes or the Certificates or the
consummation of any of the transactions contemplated by this Agreement, the
Indenture, the Trust Agreement or any of the

                                       40



other Transaction Documents, (iii) seeking any determination or ruling that, in
the reasonable judgment of the Depositor, would materially and adversely affect
the performance by the Depositor of its obligations under, or the validity or
enforceability of, this Agreement, the Indenture, the Trust Agreement, any of
the other Transaction Documents, the Receivables, the Notes or the Certificates,
or (iv) that, in the reasonable judgment of the Depositor, would adversely
affect the federal or Applicable Tax State income, excise, franchise or similar
tax attributes of the Trust or of the Notes or the Certificates.

          SECTION 6.2   Liability of Depositor; Indemnities.

          (a)  The Depositor shall be liable in accordance herewith only to the
extent of the obligations specifically undertaken by the Depositor under this
Agreement.

          (b)  The Depositor shall indemnify, defend and hold harmless the
Trust, the Owner Trustee and the Indenture Trustee from and against any taxes
that may at any time be asserted against any such Person with respect to, and as
of the date of, the transfer of the Receivables to the Trust or the issuance and
original sale of the Notes or the Certificates, including any sales, gross
receipts, general corporation, tangible personal property, privilege or license
taxes (but, in the case of the Trust, not including any taxes asserted with
respect to ownership of the Receivables or federal or other Applicable Tax State
income taxes arising out of the transactions contemplated by this Agreement and
the other Transaction Documents), and all costs and expenses in defending
against such taxes.

          (c)  The Depositor shall indemnify, defend and hold harmless the
Trust, the Owner Trustee, the Indenture Trustee, the Noteholders and the
Certificateholders from and against any loss, liability or expense incurred by
reason of (i) the Depositor's willful misfeasance, bad faith or gross negligence
in the performance of its duties under this Agreement or any other Transaction
Document to which it is a party or by reason of a reckless disregard of its
obligations and duties under this Agreement or any other Transaction Document to
which it is a party and (ii) the Depositor's violation of federal or state
securities laws in connection with the registration or the sale of the Notes or
the Certificates.

          (d)  The Depositor shall indemnify, defend and hold harmless the Owner
Trustee and the Indenture Trustee and their respective officers, directors,
employees and agents from and against all costs, expenses, losses, claims,
damages and liabilities arising out of or incurred in connection with the
acceptance or performance of the trusts and duties contained herein and in the
Trust Agreement, in the case of the Owner Trustee, and in the Indenture, in the
case of the Indenture Trustee, except to the extent that such cost, expense,
loss, claim, damage or liability (i) shall be due to the willful misfeasance,
bad faith or gross negligence (except for errors in judgment) of the Owner
Trustee or the Indenture Trustee, as applicable, (ii) in the case of the Owner
Trustee, shall arise from the breach by the Owner Trustee of any of its
representations or warranties set forth in the Trust Agreement, (iii) in the
case of the Indenture Trustee, shall arise from the breach by the Indenture
Trustee of any of its representations and warranties set forth in the Indenture
or (iv) relates to any tax other than the taxes with respect to which either the
Depositor or the Servicer shall be required to indemnify the Owner Trustee or
the Indenture Trustee, as applicable.

                                       41



          (e)  The Depositor shall pay any and all taxes levied or assessed upon
all or any part of the Owner Trust Estate.

          Indemnification under this Section 6.2 shall survive the resignation
or removal of the Owner Trustee or the Indenture Trustee and the termination of
this Agreement and shall include reasonable fees and expenses of counsel and
expenses of litigation. If the Depositor shall have made any indemnity payments
pursuant to this Section 6.2 and the Person to or on behalf of whom such
payments are made thereafter shall collect any of such amounts from others, such
Person shall promptly repay such amounts to the Depositor, without interest.
Notwithstanding anything to the contrary contained herein, the Depositor shall
only be required to pay (i) any fees, expenses, indemnities or other liabilities
that it may incur under the Transaction Documents from funds available pursuant
to, and in accordance with, the payment priorities set forth in this Agreement
and (ii) to the extent the Depositor has additional funds available (other than
funds described in the preceding clause (i)) that would be in excess of amounts
that would be necessary to pay the debt and other obligations of the Depositor
in accordance with the Depositor's certificate of formation, operating agreement
and all financing documents to which the Depositor is a party. The agreement set
forth in the preceding sentence shall constitute a subordination agreement for
purposes of Section 510(a) of the Bankruptcy Code. In addition, no amount owing
by the Depositor hereunder in excess of liabilities that it is required to pay
in accordance with the preceding sentence shall constitute a "claim" (as defined
in Section 101(5) of the Bankruptcy Code) against it.

          SECTION 6.3   Merger or Consolidation of, or Assumption of the
Obligations of, Depositor. Any Person (i) into which the Depositor shall be
merged or consolidated, (ii) resulting from any merger, conversion or
consolidation to which the Depositor shall be a party or (iii) that shall
succeed by purchase and assumption to all or substantially all of the business
of the Depositor, which Person in any of the foregoing cases executes an
agreement of assumption to perform every obligation of the Depositor under this
Agreement, shall be the successor to the Depositor under this Agreement without
the execution or filing of any other document or any further act on the part of
any of the parties to this Agreement; provided, however, that (x) the Depositor
shall have delivered to the Owner Trustee and the Indenture Trustee an Officer's
Certificate and an Opinion of Counsel each stating that such merger, conversion,
consolidation or succession and such agreement of assumption comply with this
Section 6.3, (y) the Depositor shall have delivered to the Owner Trustee and the
Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion
of such counsel, all financing statements and continuation statements and
amendments thereto have been authorized and filed that are necessary to fully
preserve and protect the interest of the Trust and the Indenture Trustee,
respectively, in the Receivables, and reciting the details of such filings or
referring to prior Opinions of Counsel in which such details are given, or (B)
stating that, in the opinion of such counsel, no such action shall be necessary
to fully preserve and protect such interest and (z) the Rating Agency Condition
shall have been satisfied and, unless an Insurer Default shall have occurred and
be continuing, the written consent of the Insurer shall have been obtained. The
Depositor shall provide prior written notice of any merger, conversion,
consolidation or succession pursuant to this Section 6.3 to the Insurer.
Notwithstanding anything to the contrary contained herein, the execution of the
foregoing agreement of assumption and compliance with clauses (x), (y) and (z)
above shall be conditions to the consummation of the transactions referred to in
clauses (i), (ii) and (iii) above.

                                       42



          SECTION 6.4   Limitation on Liability of Depositor and Others.

          (a)  Neither the Depositor nor any of the directors, officers,
employees or agents of the Depositor shall be under any liability to the Trust,
the Noteholders or the Certificateholders for any action taken or for refraining
from the taking of any action pursuant to this Agreement or for errors in
judgment; provided, however, that this provision shall not protect the Depositor
or any such Person against any liability that would otherwise be imposed by
reason of willful misfeasance or bad faith in the performance of duties or by
reason of reckless disregard of obligations and duties under this Agreement, or
by reason of gross negligence in the performance of duties under this Agreement
(except for errors in judgment). The Depositor, and its directors, officers,
employees and agents, may rely in good faith on the advice of counsel or on any
document of any kind prima facie properly executed and submitted by any Person
in respect of any matters arising under this Agreement.

          (b)  The Depositor shall not be under any obligation to appear in,
prosecute or defend any legal action that shall not be incidental to its
obligations under this Agreement and that in its opinion may involve it in any
expense or liability.

          SECTION 6.5   Depositor May Own Notes or Certificates. The Depositor,
and any Affiliate of the Depositor, may, in its individual or any other
capacity, become the owner or pledgee of Notes or Certificates with the same
rights as it would have if it were not the Depositor or an Affiliate of the
Depositor, except as otherwise expressly provided herein (including in the
definitions of "Note Balance" and "Certificate Balance") or in the other
Transaction Documents. Except as otherwise expressly provided herein (including
in the definitions of "Note Balance" and "Certificate Balance") or in the other
Transaction Documents, Notes and Certificates so owned by or pledged to the
Depositor or such Affiliate shall have an equal and proportionate benefit under
the provisions of this Agreement and the other Transaction Documents, without
preference, priority or distinction as among the Notes and the Certificates.

          SECTION 6.6   [RESERVED].

          SECTION 6.7   Certain Limitations.

          (a)  The purpose of the Depositor shall be limited to the conduct or
promotion of the following activities: (i) to acquire retail installment sales
contracts, purchase money notes or other notes between motor vehicle dealers or
lenders and purchasers of new and used automobiles, minivans, sport utility
vehicles, light-duty trucks, motorcycles or commercial vehicles (the "Motor
Vehicle Receivables"); (ii) to act as settlor or grantor of one or more trusts
or special purpose entities (each, a "Securitization Trust") formed pursuant to
a trust agreement or other agreement for the purpose of issuing one or more
series or classes of certificates, bonds, notes or other evidences of interest
or indebtedness (collectively, the "Securities") secured by or representing
beneficial interests in the Motor Vehicle Receivables; (iii) to acquire, lease,
own, hold, sell, transfer, convey, dispose of, pledge, assign, borrow money
against, finance, refinance or otherwise deal with, publicly or privately held
and whether with unrelated third parties or with affiliated entities, retail
installment sales contracts, purchase money notes or other notes between motor
vehicle dealers or lenders and purchasers of Motor Vehicle Receivables; (iv) to
acquire Securities or other property of a Securitization Trust (including
remainder interests in collateral

                                       43



or reserve accounts) or any interest in any of the foregoing; (v) to issue,
authorize, sell and deliver Securities or other instruments secured or
collateralized by the Securities; (vi) to own equity interests in other limited
liability companies or partnerships whose purposes are substantially restricted
to those described in clauses (i) through (v) above; (vii) to borrow money other
than pursuant to clause (iii) above, but only to the extent that such borrowing
is permitted by the terms of the transactions contemplated by clauses (i)
through (vi) above; and (viii) to (A) negotiate, authorize, execute, deliver or
assume or perform the obligations under any agreement, instrument or document
relating to the activities set forth in clauses (i) through (vii) above,
including the Basic Documents (as defined in the limited liability company
agreement of the Depositor) and (B) engage in any lawful act or activity and to
exercise any powers permitted to limited liability companies organized under the
laws of the State of Delaware that are incidental to and necessary, convenient
or advisable for the accomplishment of the above-mentioned purposes, including
the entering into of interest rate or basis swap, cap, floor or collar
agreements, currency exchange agreements or similar hedging transactions and
referral, management, servicing and administration agreements. So long as any
outstanding debt of the Depositor or Securities are rated by any nationally
recognized statistical rating organization, the Depositor shall not issue notes
or otherwise borrow money unless (1) the Depositor has made a written request to
the related nationally recognized statistical rating organization to issue notes
or incur borrowings, which notes or borrowings are rated by the related
nationally recognized statistical rating organization the same as or higher than
the rating afforded any outstanding rated debt or Securities, or (2) such notes
or borrowings (x) are fully subordinated (and which shall provide for payment
only after payment in respect of all outstanding rated debt and/or Securities)
or are nonrecourse against any assets of the Depositor other than the assets
pledged to secure such notes or borrowings, (y) do not constitute a claim
against the Depositor in the event such assets are insufficient to pay such
notes or borrowings and (z) where such notes or borrowings are secured by the
rated debt or Securities, are fully subordinated (and which shall provide for
payment only after payment in respect of all outstanding rated debt and/or
Securities) to such rated debt or Securities.

          (b)  Notwithstanding any other provision of this Section and any
provision of law, the Depositor shall not do any of the following:

               (i)    engage in any business or activity other than as set forth
     in clause (a) above; or

               (ii)   without the unanimous written consent of the members of
     the Depositor and the members of the Board of Directors of the Depositor
     (including all independent directors of the Depositor), (A) consolidate or
     merge the Depositor with or into any Person or sell all or substantially
     all of the assets of the Depositor, (B) institute proceedings to have the
     Depositor be adjudicated bankrupt or insolvent, or consent to the
     institution of bankruptcy or insolvency proceedings against Depositor, (C)
     file a petition seeking, or consent to, reorganization or relief with
     respect to the Depositor under any applicable federal or state law relating
     to bankruptcy, (D) consent to the appointment of a receiver, liquidator,
     assignee, trustee, sequestrator or other similar official of the Depositor
     or a substantial part of its property, (E) make any assignment for the
     benefit of creditors of the Depositor, (F) admit in writing the Depositor's
     inability to pay its debts generally as they become due, (G) take any
     action in furtherance of any action set forth in

                                       44



     clauses (A) through (F) above or (H) to the fullest extent permitted by
     law, dissolve or liquidate the Depositor.

          (c)  The Depositor shall not amend its organizational documents except
in accordance with the provisions thereof.

                                   ARTICLE VII
                                  THE SERVICER

          SECTION 7.1   Representations and Warranties of Servicer. The Servicer
makes the following representations and warranties on which the Trust shall be
deemed to have relied in accepting the Trust Property. The representations and
warranties speak as of the execution and delivery of this Agreement and shall
survive the sale, transfer, assignment and conveyance of the Trust Property to
the Trust pursuant to this Agreement and the pledge of the Trust Property to the
Indenture Trustee pursuant to the Indenture:

          (a)  Organization and Good Standing. The Servicer has been duly
organized and is validly existing as a corporation in good standing under the
laws of the state of its incorporation, has the power, authority and legal right
to own its properties and to conduct its business as such properties are
currently owned and such business is currently conducted and has the power,
authority and legal right to acquire, own, sell and service the Receivables and
to hold the Receivable Files as custodian on behalf of the Trust.

          (b)  Due Qualification. The Servicer is duly qualified to do business
as a foreign corporation in good standing and has obtained all necessary
licenses and approvals in each jurisdiction in which the failure to so qualify
or to obtain such licenses and approvals would, in the reasonable judgment of
the Depositor, materially and adversely affect the performance by the Depositor
of its obligations under, or the validity or enforceability of, this Agreement,
the Indenture, the Trust Agreement, any of the other Transaction Documents, the
Receivables, the Notes or the Certificates.

          (c)  Power and Authority. The Servicer has the power and authority to
execute, deliver and perform its obligations under this Agreement and the other
Transaction Documents to which it is a party, and the execution, delivery and
performance of this Agreement and the other Transaction Documents to which the
Servicer is a party have been duly authorized by the Servicer by all necessary
corporate action.

          (d)  Binding Obligation. This Agreement and the other Transaction
Documents to which the Servicer is a party constitute legal, valid and binding
obligations of the Servicer, enforceable against the Servicer in accordance with
their terms, subject, as to enforceability, to applicable bankruptcy,
insolvency, reorganization, conservatorship, receivership, liquidation and other
similar laws and to general equitable principles.

          (e)  No Violation. The execution, delivery and performance by the
Servicer of this Agreement and the other Transaction Documents to which the
Servicer is a party, the consummation of the transactions contemplated hereby
and thereby and the fulfillment of the terms hereof and thereof will not
conflict with, result in a breach of any of the terms and provisions of or
constitute (with or without notice or lapse of time or both) a default under the

                                       45



articles of incorporation or bylaws of the Servicer or any material indenture,
agreement, mortgage, deed of trust or other instrument to which the Servicer is
a party or by which the Servicer is bound or to which any of its properties are
subject, or result in the creation or imposition of any lien upon any of its
properties pursuant to the terms of any such indenture, agreement, mortgage,
deed of trust or other instrument, or violate any law, order, rule or regulation
applicable to the Servicer or its properties of any federal or state regulatory
body, court, administrative agency or other governmental instrumentality having
jurisdiction over the Servicer or any of its properties.

          (f)  No Proceedings. There are no proceedings or investigations
pending, or, to the knowledge of the Servicer, threatened, against the Servicer
before any court, regulatory body, administrative agency or other tribunal or
governmental instrumentality having jurisdiction over the Servicer or its
properties (i) asserting the invalidity of this Agreement, (ii) seeking to
prevent the consummation of any of the transactions contemplated by this
Agreement or (iii) seeking any determination or ruling that, in the reasonable
judgment of the Servicer would materially and adversely affect the performance
by the Servicer of its obligations under, or the validity or enforceability of,
this Agreement or the Receivables.

          (g)  Security Interest Matters. The Servicer has in its possession all
original copies of the motor vehicle retail installment sale contracts that
constitute or evidence the Receivables. The motor vehicle retail installment
sale contracts that constitute or evidence the Receivables do not have any marks
or notations indicating that they have been pledged, assigned or otherwise
conveyed to any Person other than the Depositor, the Trust or the Indenture
Trustee.

          SECTION 7.2   Liability of Servicer; Indemnities.

          (a)  The Servicer shall be liable in accordance herewith only to the
extent of the obligations specifically undertaken by the Servicer under this
Agreement.

          (b)  The Servicer shall indemnify, defend and hold harmless the Trust,
the Owner Trustee, the Indenture Trustee, the Noteholders, the
Certificateholders and the Depositor from and against all costs, expenses,
losses, claims, damages and liabilities arising out of or incurred in connection
with the use, ownership or operation by the Servicer or any Affiliate of the
Servicer of a Financed Vehicle.

          (c)  The Servicer shall indemnify, defend and hold harmless the Trust,
the Owner Trustee and the Indenture Trustee from and against any taxes that may
at any time be asserted against any such Person with respect to the transactions
contemplated in this Agreement or the other Transaction Documents, including any
sales, gross receipts, general corporation, tangible personal property,
privilege or license taxes (but, in the case of the Trust, not including any
taxes asserted with respect to, and as of the date of, the transfer of the
Receivables to the Trust or the issuance and original sale of the Notes or the
Certificates or asserted with respect to ownership of the Receivables or federal
or other Applicable Tax State income taxes arising out of the transactions
contemplated by this Agreement and the other Transaction Documents), and all
costs and expenses in defending against such taxes.

                                       46



          (d)  The Servicer shall indemnify, defend and hold harmless the Trust,
the Owner Trustee, the Indenture Trustee, the Noteholders, the
Certificateholders and the Depositor from and against any loss, liability or
expense incurred by reason of the Servicer's willful misfeasance, bad faith or
gross negligence in the performance of its duties under this Agreement or any
other Transaction Document to which it is a party or by reason of a reckless
disregard of its obligations and duties under this Agreement or any other
Transaction Document to which it is a party.

          (e)  The Servicer shall indemnify, defend and hold harmless the Owner
Trustee and the Indenture Trustee and their respective officers, directors,
employees and agents from and against all costs, expenses, losses, claims,
damages and liabilities arising out of or incurred in connection with the
acceptance or performance of the trusts and duties contained herein and in the
Trust Agreement, in the case of the Owner Trustee, and in the Indenture, in the
case of the Indenture Trustee, except to the extent that such cost, expense,
loss, claim, damage or liability (i) shall be due to the willful misfeasance,
bad faith or gross negligence (except for errors in judgment) of the Owner
Trustee or the Indenture Trustee, as applicable, (ii) in the case of the Owner
Trustee, shall arise from the breach by the Owner Trustee of any of its
representations or warranties set forth in the Trust Agreement, (iii) in the
case of the Indenture Trustee, shall arise from the breach by the Indenture
Trustee of any of its representations and warranties set forth in the Indenture
or (iv) relates to any tax other than the taxes with respect to which either the
Depositor or the Servicer shall be required to indemnify the Owner Trustee or
the Indenture Trustee, as applicable.

          (f)  For purposes of this Section 7.2, in the event of a termination
of the rights and obligations of CarMax (or any successor Servicer) as Servicer
pursuant to Section 8.1 or a resignation by CarMax (or any successor Servicer)
as Servicer pursuant to Section 7.6, CarMax (or any successor Servicer) shall be
deemed to be the Servicer pending appointment of a successor Servicer (other
than the Indenture Trustee) pursuant to Section 8.2. Indemnification under this
Section 7.2 by CarMax (or any successor Servicer) as Servicer, with respect to
the period such Person was (or was deemed to be) the Servicer, shall survive the
termination of such Person as Servicer or a resignation by such Person as
Servicer as well as the resignation or removal of the Owner Trustee or the
Indenture Trustee and the termination of this Agreement and shall include
reasonable fees and expenses of counsel and expenses of litigation and the fees
and expenses of the Owner Trustee and the Indenture Trustee. If the Servicer
shall have made any indemnity payments pursuant to this Section 7.2 and the
Person to or on behalf of whom such payments are made thereafter shall collect
any of such amounts from others, such Person shall promptly repay such amounts
to the Servicer, without interest.

          SECTION 7.3   Merger or Consolidation of, or Assumption of the
Obligations of, Servicer. Any Person (i) into which the Servicer shall be merged
or consolidated, (ii) resulting from any merger, conversion or consolidation to
which the Servicer shall be a party or (iii) that shall succeed by purchase and
assumption to all or substantially all of the business of the Servicer, which
Person in any of the foregoing cases is an Eligible Servicer and executes an
agreement of assumption to perform every obligation of the Servicer under this
Agreement, shall be the successor to the Servicer under this Agreement without
the execution or filing of any other document or any further act on the part of
any of the parties to this Agreement; provided, however, that (x) the Servicer
shall have delivered to the Depositor, the Owner Trustee and the

                                       47



Indenture Trustee an Officer's Certificate and an Opinion of Counsel each
stating that such merger, conversion, consolidation or succession and such
agreement of assumption comply with this Section 7.3 and (y) the Servicer shall
have delivered to the Depositor, the Owner Trustee and the Indenture Trustee an
Opinion of Counsel either (A) stating that, in the opinion of such counsel, all
financing statements and continuation statements and amendments thereto have
been authorized and filed that are necessary to fully preserve and protect the
interest of the Trust and the Indenture Trustee, respectively, in the
Receivables, and reciting the details of such filings or referring to prior
Opinions of Counsel in which such details are given, or (B) stating that, in the
opinion of such counsel, no such action shall be necessary to fully preserve and
protect such interest. The Servicer shall provide prior written notice of any
merger, conversion, consolidation or succession pursuant to this Section 7.3 to
the Insurer and the Rating Agencies. Notwithstanding anything to the contrary
contained herein, the execution of the foregoing agreement of assumption and
compliance with clauses (x) and (y) above shall be conditions to the
consummation of the transactions referred to in clauses (i), (ii) and (iii)
above.

          SECTION 7.4   Limitation on Liability of Servicer and Others.

          (a)  Neither the Servicer nor any of the directors, officers,
employees or agents of the Servicer shall be under any liability to the Trust,
the Noteholders or the Certificateholders for any action taken or for refraining
from the taking of any action pursuant to this Agreement or for errors in
judgment; provided, however, that this provision shall not protect the Servicer
or any such Person against any liability that would otherwise be imposed by
reason of willful misfeasance or bad faith in the performance of duties or by
reason of reckless disregard of obligations and duties under this Agreement, or
by reason of negligence in the performance of duties under this Agreement
(except for errors in judgment). The Servicer, and its directors, officers,
employees and agents, may rely in good faith on the advice of counsel or on any
document of any kind prima facie properly executed and submitted by any Person
in respect of any matters arising under this Agreement.

          (b)  The Servicer shall not be under any obligation to appear in,
prosecute or defend any legal action that shall not be incidental to its duties
to service the Receivables in accordance with this Agreement and that in its
opinion may involve it in any expense or liability; provided, however, that the
Servicer may undertake any reasonable action that it may deem necessary or
desirable in respect of this Agreement and the rights and duties of the parties
to this Agreement and the interests of the Noteholders and the
Certificateholders under this Agreement. In such event, the legal expenses and
costs of such action and any liability resulting therefrom shall be expenses,
costs and liabilities of the Servicer.

          SECTION 7.5   Delegation of Duties. The Servicer may at any time
delegate its duties as servicer under this Agreement to third parties; provided,
however, that no such delegation shall relieve the Servicer of its
responsibilities with respect to such duties and the Servicer shall be solely
responsible for the fees of any such third party; and, provided further, that
the Servicer must obtain the prior written consent of the Insurer if such
delegation is not in the ordinary course of business.

          SECTION 7.6   Servicer Not to Resign. Subject to the provisions of
Section 7.3, the Servicer shall not resign from its obligations and duties under
this Agreement except (i)

                                       48



upon a determination that the performance of its duties is no longer permissible
under applicable law or (ii) upon the appointment of a successor Servicer and
satisfaction of the Rating Agency Condition with respect to such resignation and
appointment. Any such determination permitting the resignation of the Servicer
shall be evidenced by an Opinion of Counsel to such effect delivered to the
Depositor, the Owner Trustee and the Indenture Trustee. No such resignation
shall become effective until the Indenture Trustee or a successor Servicer shall
have (i) assumed the obligations and duties of the Servicer in accordance with
Section 8.2 and (ii) become the Administrator under the Administration Agreement
pursuant to Section 8 thereof.

          SECTION 7.7   Servicer May Own Notes or Certificates. The Servicer,
and any Affiliate of the Servicer, may, in its individual or any other capacity,
become the owner or pledgee of Notes or Certificates with the same rights as it
would have if it were not the Servicer or an Affiliate of the Servicer, except
as otherwise expressly provided herein (including in the definitions of "Note
Balance" and "Certificate Balance") or in the other Transaction Documents.
Except as otherwise expressly provided herein (including in the definitions of
"Note Balance" and "Certificate Balance") or in the other Transaction Documents,
Notes and Certificates so owned by or pledged to the Servicer or such Affiliate
shall have an equal and proportionate benefit under the provisions of this
Agreement and the other Transaction Documents, without preference, priority or
distinction as among the Notes and the Certificates.

                                  ARTICLE VIII
                              SERVICING TERMINATION

          SECTION 8.1   Events of Servicing Termination.

          (a)  The occurrence of any one of the following events shall
constitute an event of servicing termination hereunder (each, an "Event of
Servicing Termination"):

               (i)    any failure by the Servicer to deliver to the Owner
     Trustee, the Indenture Trustee or the Insurer the Servicer's Certificate
     for any Collection Period, which failure shall continue unremedied beyond
     the earlier of three (3) Business Days following the date such Servicer's
     Certificate was required to be delivered and the Business Day preceding the
     related Distribution Date, or any failure by the Servicer to make any
     required payment or deposit under this Agreement, which failure shall
     continue unremedied beyond the earlier of five (5) Business Days following
     the date such payment or deposit was due and, in the case of a payment or
     deposit to be made no later than a Distribution Date or the Business Day
     preceding a Distribution Date, such Distribution Date or preceding Business
     Day, as applicable; or

               (ii)   any failure by the Servicer duly to observe or perform in
     any material respect any other covenant or agreement in this Agreement,
     which failure shall materially and adversely affect the rights of the
     Depositor, the Certificateholders, the Noteholders or the Insurer and shall
     continue unremedied for a period of sixty (60) days after the date on which
     written notice of such failure, requiring the same to be remedied, shall
     have been given to the Servicer by the Depositor, the Owner Trustee, the
     Indenture Trustee or the Insurer or to the Depositor, the Seller, the
     Servicer, the Owner Trustee and the Indenture Trustee by the Holders of
     Notes evidencing not less than 25% of the Note Balance or, if

                                       49



     the Notes have been paid in full, by the Holders of Certificates evidencing
     not less than 25% of the Certificate Balance; or

               (iii)  any representation or warranty of the Servicer made in
     this Agreement or in any certificate delivered pursuant hereto or in
     connection herewith, other than any representation and warranty relating to
     a Receivable that has been purchased by the Servicer, proving to have been
     incorrect in any material respect as of the time when the same shall have
     been made, and the circumstance or condition in respect of which such
     representation or warranty was incorrect shall not have been eliminated or
     otherwise cured for a period of thirty (30) days after the date on which
     written notice of such circumstance or condition, requiring the same to be
     eliminated or cured, shall have been given to the Servicer by the
     Depositor, the Owner Trustee, the Indenture Trustee or the Insurer or to
     the Depositor, the Seller, the Servicer, the Owner Trustee and the
     Indenture Trustee by the Holders of Notes evidencing not less than 25% of
     the Note Balance or, if the Notes have been paid in full, by the Holders of
     Certificates evidencing not less than 25% of the Certificate Balance; or

               (iv)   the entry of a decree or order by a court or agency or
     supervisory authority of competent jurisdiction for the appointment of a
     conservator, receiver, liquidator or trustee for the Servicer in any
     bankruptcy, insolvency, readjustment of debt, marshalling of assets and
     liabilities or similar proceeding, or for the winding up or liquidation of
     its affairs, which decree or order continues unstayed and in effect for a
     period of sixty (60) consecutive days; or

               (v)    the consent by the Servicer to the appointment of a
     conservator, receiver, liquidator or trustee in any bankruptcy, insolvency,
     readjustment of debt, marshalling of assets and liabilities or similar
     proceeding of or relating to the Servicer or relating to substantially all
     of its property, the admission in writing by the Servicer of its inability
     to pay its debts generally as they become due, the filing by the Servicer
     of a petition to take advantage of any applicable bankruptcy, insolvency or
     reorganization statute, the making by the Servicer of an assignment for the
     benefit of its creditors or the voluntary suspension by the Servicer of
     payment of its obligations; or

               (vi)   the failure by the Servicer to be an Eligible Servicer.

          If an Event of Servicing Termination or a Trigger Event (as defined in
the Insurance Agreement) shall have occurred and be continuing and no Insurer
Default shall have occurred and be continuing, the Indenture Trustee or, if the
Notes have been paid in full, the Owner Trustee, in each case if directed in
writing to do so by the Insurer, by notice then given in writing to the
Depositor and the Servicer, shall terminate all of the rights and obligations of
the Servicer under this Agreement. If an Event of Servicing Termination shall
have occurred and be continuing and an Insurer Default shall have occurred and
be continuing, the Indenture Trustee or the Holders of Notes evidencing not less
than 51% of the Note Balance or, if the Notes have been paid in full, the Owner
Trustee or the Holders of Certificates evidencing not less than 51% of the
Certificate Balance, in each case by notice then given in writing to the
Depositor, the Servicer and the Insurer (with a copy to the Indenture Trustee
and the Owner Trustee if given by the Noteholders or the Certificateholders),
may terminate all of the rights and obligations of the

                                       50



Servicer under this Agreement; provided, however, that the indemnification
obligations of the Servicer under Section 7.2 shall survive such termination. On
or after the receipt by the Servicer of such written notice, all authority and
power of the Servicer under this Agreement, whether with respect to the Notes,
the Certificates, the Trust Property or otherwise, shall pass to and be vested
in the Indenture Trustee or a successor Servicer appointed under Section 8.2
and, without limitation, the Indenture Trustee and the Owner Trustee shall be
authorized and empowered to execute and deliver, on behalf of the Servicer, as
attorney-in-fact or otherwise, any and all documents and other instruments, and
to do or accomplish all other acts or things necessary or appropriate to effect
the purposes of such notice of termination, whether to complete the transfer and
endorsement of the Receivable Files or the certificates of title to the Financed
Vehicles or otherwise. The Servicer shall cooperate with the Indenture Trustee,
the Owner Trustee and such successor Servicer in effecting the termination of
its responsibilities and rights as Servicer under this Agreement, including the
transfer to the Indenture Trustee or such successor Servicer for administration
of all cash amounts that are at the time held by the Servicer for deposit or
thereafter shall be received with respect to a Receivable, all Receivable Files
and all information or documents that the Indenture Trustee or such successor
Servicer may require. In addition, the Servicer shall transfer its electronic
records relating to the Receivables to the successor Servicer in such electronic
form as the successor Servicer may reasonably request. All reasonable costs and
expenses (including reasonable attorneys' fees) incurred or payable by the
successor Servicer in connection with the transfer of servicing (whether due to
termination, resignation or otherwise), including allowable compensation of
employees and overhead costs incurred or payable in connection with the transfer
of the Receivable Files or any amendment to this Agreement required in
connection with the transfer of servicing (which amendment must be approved in
writing by the Insurer), (the "Transition Costs") shall be paid by the outgoing
Servicer (or by the initial Servicer if the outgoing Servicer is the Indenture
Trustee acting on an interim basis) upon presentation of reasonable
documentation of such costs and expenses.

          (b)  The Indenture Trustee and the Owner Trustee shall have no
obligation to notify the Noteholders, the Certificateholders or any other Person
of the occurrence of any event specified in Section 8.1(a) prior to the
continuance of such event through the end of any cure period specified in
Section 8.1(a).

          SECTION 8.2   Indenture Trustee to Act; Appointment of Successor
Servicer. Upon the resignation of the Servicer pursuant to Section 7.6 or the
termination of the Servicer pursuant to Section 8.1, the Indenture Trustee shall
be the successor in all respects to the Servicer in its capacity as Servicer
under this Agreement and shall be subject to all the obligations and duties
placed on the Servicer by the terms and provisions of this Agreement; provided,
however, that the Indenture Trustee, as successor Servicer, shall have no
obligations pursuant to Section 3.8 with respect to the fees and expenses of the
Owner Trustee or the Indenture Trustee, the fees and expenses of the Owner
Trustee's attorneys or the Indenture Trustee's attorneys, the fees and expenses
of any custodian appointed by the Owner Trustee or the Indenture Trustee, the
fees and expenses of independent accountants or expenses incurred in connection
with distributions and reports to the Certificateholders or the Noteholders. As
compensation therefor, the Indenture Trustee shall be entitled to such
compensation (whether payable out of the Collection Account or otherwise) as the
Servicer would have been entitled to under this Agreement if no such resignation
or termination had occurred, except that all collections on or in respect of the
Receivables shall be deposited in the Collection Account within two (2) Business
Days of receipt

                                       51



and shall not be retained by the Servicer. Notwithstanding the foregoing, the
Indenture Trustee may, if it shall be unwilling so to act, or shall, if it is
legally unable so to act, appoint, or petition a court of competent jurisdiction
to appoint, an Eligible Servicer as the successor to the terminated Servicer
under this Agreement, subject to the approval of the Insurer, unless an Insurer
Default shall have occurred and be continuing. In connection with such
appointment, the Indenture Trustee may make such arrangements for the
compensation of such successor Servicer out of collections on or in respect of
the Receivables as it and such successor shall agree; provided, however, that
such compensation shall not be greater than that payable to CarMax as Servicer
hereunder without the prior written consent of the Insurer. The Indenture
Trustee and such successor shall take such action, consistent with this
Agreement, as shall be necessary to effectuate any such succession. The
Indenture Trustee shall not be relieved of its duties as successor Servicer
under this Section 8.2 until a newly appointed Servicer shall have assumed the
obligations and duties of the terminated Servicer under this Agreement.
Notwithstanding anything to the contrary contained herein, in no event shall the
Indenture Trustee be liable for any servicing fee or for any differential in the
amount of the servicing fee paid hereunder and the amount necessary to induce
any successor Servicer to act as successor Servicer hereunder.

          SECTION 8.3   Effect of Servicing Transfer.

          (a)  After a transfer of servicing hereunder, the Indenture Trustee or
successor Servicer shall notify the Obligors to make directly to the successor
Servicer payments that are due under the Receivables after the effective date of
such transfer.

          (b)  Except as provided in Section 8.2, after a transfer of servicing
hereunder, the outgoing Servicer shall have no further obligations with respect
to the administration, servicing, custody or collection of the Receivables and
the successor Servicer shall have all of such obligations, except that the
outgoing Servicer will transmit or cause to be transmitted directly to the
successor Servicer for its own account, promptly on receipt and in the same form
in which received, any amounts or items held by the outgoing Servicer (properly
endorsed where required for the successor Servicer to collect any such items)
received as payments upon or otherwise in connection with the Receivables.

          (c)  Any successor Servicer shall provide the Depositor and the
Insurer with access to the Receivable Files and to the successor Servicer's
records (whether written or automated) with respect to the Receivable Files.
Such access shall be afforded without charge, but only upon reasonable request
and during normal business hours at the offices of the successor Servicer.
Nothing in this Section 8.3 shall affect the obligation of the successor
Servicer to observe any applicable law prohibiting disclosure of information
regarding the Obligors, and the failure of the Servicer to provide access to
information as a result of such obligation shall not constitute a breach of this
Section 8.3.

          (d)  Any transfer of servicing hereunder shall not constitute an
assumption by the related successor Servicer of any liability of the related
outgoing Servicer arising out of any breach by such outgoing Servicer of such
outgoing Servicer's duties hereunder prior to such transfer of servicing.

                                       52



          SECTION 8.4   Notification to Noteholders, Insurer, Certificateholders
and Rating Agencies. Upon any notice of an Event of Servicing Termination or
upon any termination of, or any appointment of a successor to, the Servicer
pursuant to this Article VIII, the Indenture Trustee shall give prompt written
notice thereof to the Noteholders and the Insurer and the Owner Trustee shall
give prompt written notice thereof to the Certificateholders and the Rating
Agencies.

          SECTION 8.5   Waiver of Past Events of Servicing Termination. The
Holders of Notes evidencing not less than 51% of the Note Balance or, if the
Notes have been paid in full, the Holders of Certificates evidencing not less
than 51% of the Certificate Balance may, on behalf of all Noteholders and
Certificateholders, as applicable, waive any Event of Servicing Termination and
its consequences, except an event resulting from the failure to make any
required deposits to or payments from the Collection Account, the Note Payment
Account, the Certificate Payment Account, or the Reserve Account in accordance
with this Agreement; provided, however, that no Event of Servicing Termination
shall be waived without the consent of the Insurer if such waiver would
reasonably be expected to have a material adverse effect upon the rights of the
Insurer; and, provided further, that the Insurer (if no Insurer Default shall
have occurred and be continuing), in its discretion, may waive any Event of
Servicing Termination. Upon any such waiver of an Event of Servicing
Termination, such event shall cease to exist, and shall be deemed to have been
remedied for every purpose of this Agreement. No such waiver shall extend to any
subsequent or other event or impair any right arising therefrom, except to the
extent expressly so waived.

                                   ARTICLE IX
                                   TERMINATION

          SECTION 9.1   Optional Purchase of All Receivables.

          (a)  If, as of the last day of any Collection Period, the Pool Balance
shall be less than or equal to 10% of the initial Pool Balance, the Servicer
shall have the option to purchase on the following Distribution Date the Owner
Trust Estate, other than the Collection Account, the Note Payment Account, the
Certificate Payment Account or the Reserve Account. To exercise such option, the
Servicer shall notify the Depositor, the Owner Trustee, the Indenture Trustee,
the Insurer and the Rating Agencies no later than thirty (30) days prior to the
Distribution Date on which such repurchase is to be effected and shall deposit
into the Collection Account on the Business Day preceding such Distribution Date
an amount equal to the aggregate Purchase Amount for the Receivables, plus the
appraised value of any other Trust Property, other than the Collection Account,
the Note Payment Account, the Certificate Payment Account or the Reserve
Account, such value to be determined by an appraiser mutually agreed upon by the
Servicer, the Owner Trustee, the Indenture Trustee and the Insurer; provided,
however, that the Servicer shall not be permitted to exercise such option unless
the amount to be deposited in the Collection Account pursuant to this Section
9.1(a) is at least equal to the sum of all amounts due to the Servicer under
this Agreement plus the Note Balance plus all accrued but unpaid interest
(including any overdue interest) on the Notes plus the Certificate Balance plus
all accrued but unpaid interest (including any overdue interest) on the
Certificates plus all amounts due to the Insurer under the Transaction Documents
or the Policy. Upon such payment, the Servicer shall succeed to and own all
interests in and to the Trust. The aggregate Purchase Amount for such

                                       53



Distribution Date, plus, to the extent necessary, all amounts in the Reserve
Account, shall be used to make payments in full to the Noteholders, the
Certificateholders and the Insurer in the manner set forth in Article IV.

          (b)  If, at the time the Servicer exercises its purchase option
hereunder, the Servicer's long-term unsecured debt has a rating lower than
investment grade by the Rating Agencies, the Servicer shall deliver to the
Depositor, the Owner Trustee and the Indenture Trustee on such Distribution Date
(i) a letter from an Independent investment bank or an Independent public
accountant to the effect that the price paid by the Servicer for the Receivables
at the time of transfer pursuant to such purchase option represented a fair
market price for such Receivables or (ii) a letter from the Rating Agencies to
the effect that no such letter is required.

          (c)  Following the satisfaction and discharge of the Indenture and the
payment in full of the principal of and interest on the Notes, the
Certificateholders shall succeed to the rights of the Noteholders hereunder and
the Indenture Trustee shall continue to carry out its obligations hereunder with
respect to the Certificateholders, including making distributions from the
Collection Account in accordance with Section 4.6(d), making withdrawals from
the Reserve Account in accordance with Sections 4.6(b) and 4.7 and submitting
claims for payment under the Insurance Policy in accordance with the terms
thereof.

                                    ARTICLE X
                            MISCELLANEOUS PROVISIONS

          SECTION 10.1  Amendment.

          (a)  This Agreement may be amended from time to time by the Depositor,
the Servicer and the Owner Trustee, on behalf of the Trust, with the consent of
the Indenture Trustee, but without the consent of any of the Noteholders or the
Certificateholders, to cure any ambiguity, to correct or supplement any
provision in this Agreement that may be inconsistent with any other provisions
in this Agreement or any offering document used in connection with the initial
offer and sale of the Notes or the Certificates or to add, change or eliminate
any other provisions with respect to matters or questions arising under this
Agreement that are not inconsistent with the provisions of this Agreement;
provided, however, that (i) no such amendment may materially adversely affect
the interests of any Noteholder or Certificateholder, (ii) no such amendment
will be permitted unless an Opinion of Counsel is delivered to the Depositor,
the Owner Trustee and the Indenture Trustee to the effect that such amendment
will not cause the Trust to be characterized for federal income tax purposes as
an association taxable as a corporation or otherwise have any material adverse
impact on the federal income taxation of any Notes Outstanding or outstanding
Certificates or any Noteholder or Certificateholder and (iii) no such amendment
will be permitted without the consent of the Insurer if such amendment would
reasonably be expected to materially adversely affect the interests of the
Insurer.

          (b)  This Agreement may also be amended from time to time by the
Depositor, the Servicer and the Owner Trustee, on behalf of the Trust, with the
consent of the Indenture Trustee, the consent of the Holders of Notes evidencing
not less than 51% of the Note Balance or, if the Notes have been paid in full,
the consent of the Holders of Certificates evidencing not

                                       54



less than 51% of the Certificate Balance, for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Agreement, or of modifying in any manner the rights of the Noteholders or
the Certificateholders; provided, however, that (x) no such amendment will be
permitted unless an Opinion of Counsel is delivered to the Depositor, the Owner
Trustee and the Indenture Trustee to the effect that such amendment will not
cause the Trust to be characterized for federal income tax purposes as an
association taxable as a corporation or otherwise have any material adverse
impact on the federal income taxation of any Notes Outstanding or outstanding
Certificates or any Noteholder or Certificateholder and (y) no such amendment
will be permitted without the consent of the Insurer if such amendment would
reasonably be expected to materially adversely affect the interests of the
Insurer; and, provided further, that no such amendment may:

               (i)    increase or reduce in any manner the amount of, or
     accelerate or delay the timing of, or change the allocation or priority of,
     collections of payments on or in respect of the Receivables or
     distributions that are required to be made for the benefit of the
     Noteholders or the Certificateholders, or change any Note Rate or the
     Certificate Rate, without the consent of all Noteholders and
     Certificateholders adversely affected by such amendment;

               (ii)   reduce the percentage of the Note Balance or the
     percentage of the Certificate Balance the consent of the Holders of which
     is required for any amendment to this Agreement without the consent of all
     the Noteholders and Certificateholders adversely affected by such
     amendment; or

               (iii)  adversely affect the rating assigned by either Rating
     Agency to any Class of Notes or the Certificates without the consent of the
     Holders of Notes evidencing not less than 66 2/3% of the aggregate
     principal amount of the then outstanding Notes of such Class or the consent
     of the Holders of Certificates evidencing not less than 66 2/3% of the
     Certificate Balance.

          (c)  An amendment to this Agreement shall be deemed not to materially
adversely affect the interests of any Noteholder or Certificateholder if (i) the
Person requesting such amendment obtains and delivers to the Indenture Trustee
and the Owner Trustee an Opinion of Counsel to that effect or (ii) the Rating
Agency Condition is satisfied.

          (d)  Prior to the execution of any amendment or consent pursuant to
Section 10.1, the Servicer shall provide written notification of the substance
of such amendment or consent to the Insurer and each Rating Agency.

          (e)  Promptly after the execution of any amendment or consent pursuant
to Section 10.1(b), the Owner Trustee shall furnish written notification of the
substance of such amendment or consent to each Certificateholder. It shall not
be necessary for the consent of the Noteholders or the Certificateholders
pursuant to Section 10.1(b) to approve the particular form of any proposed
amendment or consent, but it shall be sufficient if such consent shall approve
the substance thereof. The manner of obtaining such consents (and any other
consents of the Noteholders and the Certificateholders provided for in this
Agreement) and of evidencing the authorization of the execution thereof by the
Noteholders and the Certificateholders shall be

                                       55



subject to such reasonable requirements as the Owner Trustee and the Indenture
Trustee may prescribe.

          (f)  Prior to the execution of any amendment pursuant to Section 10.1,
the Depositor, the Owner Trustee and the Indenture Trustee shall be entitled to
receive and rely upon (i) an Opinion of Counsel stating that the execution of
such amendment is authorized or permitted by this Agreement and (ii) an
Officer's Certificate of the Servicer that all conditions precedent provided for
in this Agreement to the execution of such amendment have been complied with.
The Owner Trustee or the Indenture Trustee may, but shall not be obligated to,
enter into any such amendment which affects such Owner Trustee's or Indenture
Trustee's own rights, duties or immunities under this Agreement or otherwise.

          (g)  The representations and warranties set forth in  Sections 2.3(m),
2.3(n) and 7.1(g) may not be amended or waived.

          SECTION 10.2  Protection of Title to Trust.

          (a)  The Depositor or the Servicer, or both, shall authorize and file
such financing statements and cause to be authorized and filed such continuation
statements, all in such manner and in such places as may be required by law
fully to preserve, maintain and protect the interest of the Trust and the
Indenture Trustee for the benefit of the Noteholders in the Receivables and the
proceeds thereof. The Depositor or the Servicer, or both, shall deliver (or
cause to be delivered) to the Owner Trustee and the Indenture Trustee
file-stamped copies of, or filing receipts for, any document filed as provided
above as soon as available following such filing.

          (b)  Neither the Depositor nor the Servicer shall change its name,
identity or organizational structure in any manner that would make any financing
statement or continuation statement filed by the Depositor or the Servicer in
accordance with Section 10.2(a) seriously misleading within the meaning of
Section 9-506 of the Relevant UCC, unless it shall have given the Owner Trustee
and the Indenture Trustee at least sixty (60) days' prior written notice thereof
and shall have promptly filed such amendments to previously filed financing
statements or continuation statements or such new financing statements as may be
necessary to continue the perfection of the interest of the Trust and the
Indenture Trustee for the benefit of the Noteholders in the Receivables and the
proceeds thereof.

          (c)  Each of the Depositor and the Servicer shall give the Owner
Trustee and the Indenture Trustee at least sixty (60) days' prior written notice
of any change in its name, identity, organizational structure or jurisdiction of
organization or any relocation of its principal place of business or chief
executive office if, as a result of such change or relocation, the applicable
provisions of the Relevant UCC would require the filing of any amendment to any
previously filed financing statement or continuation statement or of any new
financing statement and shall promptly file any such amendment, continuation
statement or new financing statement. The Depositor shall at all times maintain
its jurisdiction of organization, its principal place of business and its chief
executive office within the United States of America. The Servicer shall at

                                       56



all times maintain each office from which it shall service Receivables and each
office at which the Receivable Files are located within the United States of
America.

          (d)  The Servicer shall maintain accounts and records as to each
Receivable accurately and in sufficient detail to permit (i) the reader thereof
to know at any time the status of such Receivable, including payments and
recoveries made and payments owing (and the nature of each) and (ii)
reconciliation between payments or recoveries on (or with respect to) each
Receivable and the amounts from time to time deposited in the Collection Account
and the Reserve Account in respect of such Receivable.

          (e)  The Servicer shall maintain its computer systems so that, from
and after the time of the transfer of the Receivables to the Trust pursuant to
this Agreement, the Servicer's master computer records (including any back-up
archives) that refer to a Receivable shall indicate clearly and unambiguously
the interest of the Trust and the Indenture Trustee in such Receivable and that
such Receivable is owned by the Trust and has been pledged to the Indenture
Trustee pursuant to the Indenture. Indication of the Trust's and the Indenture
Trustee's interest in a Receivable shall be deleted from or modified on the
Servicer's computer systems when, and only when, such Receivable shall have been
paid in full or repurchased by the Depositor or purchased by the Servicer.

          (f)  If at any time the Depositor or the Servicer shall propose to
sell, grant a security interest in or otherwise transfer any interest in any
motor vehicle retail installment sale contract to any prospective purchaser,
lender or other transferee, the Servicer shall give to such prospective
purchaser, lender or other transferee computer tapes, compact disks, records or
print-outs (including any restored from back-up archives) that, if they shall
refer in any manner whatsoever to any Receivable, shall indicate clearly and
unambiguously that such Receivable has been sold and is owned by the Trust and
has been pledged to the Indenture Trustee (unless such Receivable has been paid
in full or repurchased by the Depositor or purchased by the Servicer).

          (g)  The Servicer shall permit the Owner Trustee, the Indenture
Trustee and their respective agents at any time during normal business hours to
inspect, audit and make copies of and abstracts from the Servicer's records
regarding any Receivable.

          (h)  If the Depositor has repurchased one or more Receivables from the
Trust pursuant to Section 2.4 or the Servicer has purchased one or more
Receivables from the Trust pursuant to Section 3.7, the Servicer shall, upon
request, furnish to the Owner Trustee and the Indenture Trustee, within ten (10)
Business Days, a list of all Receivables (by contract number and name of
Obligor) then held as part of the Trust, together with a reconciliation of such
list to the Receivable Schedule and to each of the Servicer's Certificates
furnished before such request indicating removal of Receivables from the Trust.

          (i)  The Servicer shall deliver to the Depositor and the Depositor
shall deliver to the Owner Trustee and the Indenture Trustee:

                    (1)  promptly after the authorization and delivery of each
          amendment to any financing statement, an Opinion of Counsel either (A)
          stating that, in the opinion of such counsel, all financing statements
          and continuation

                                       57



          statements have been authorized and filed that are necessary fully to
          preserve and protect the interest of the Depositor (in the case of an
          opinion delivered by the Servicer) or the Trust and the Indenture
          Trustee (in the case of an opinion delivered by the Depositor) in the
          Receivables, and reciting the details of such filings or referring to
          prior Opinions of Counsel in which such details are given, or (B)
          stating that, in the opinion of such counsel, no such action shall be
          necessary to preserve and protect such interest; and

                    (2)  within ninety (90) days after the beginning of each
          calendar year (beginning with the year 20[__]), an Opinion of Counsel,
          dated as of a date during such 90-day period, either (A) stating that,
          in the opinion of such counsel, all financing statements and
          continuation statements have been authorized and filed that are
          necessary fully to preserve and protect the interest of the Depositor
          (in the case of an opinion delivered by the Servicer) or the Trust and
          the Indenture Trustee (in the case of an opinion delivered by the
          Depositor) in the Receivables, and reciting the details of such
          filings or referring to prior Opinions of Counsel in which such
          details are given, or (B) stating that, in the opinion of such
          counsel, no such action shall be necessary to preserve and protect
          such interest.

          Each Opinion of Counsel referred to in clause (i)(1) or (i)(2) above
shall specify any action necessary (as of the date of such opinion) to be taken
on or before March 31 of the following year to preserve and protect such
interest.

          (j)  The Depositor shall, to the extent required by applicable law,
cause the Notes to be registered with the Commission pursuant to Section 12(b)
or Section 12(g) of the Exchange Act within the time periods specified in such
sections.

          SECTION 10.3  GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS
AND REMEDIES OF THE PARTIES UNDER THIS AGREEMENT SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAWS
PROVISIONS THEREOF WHICH MAY REQUIRE THE APPLICATION OF THE LAWS OF ANY OTHER
JURISDICTION (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATION LAW).

          SECTION 10.4  Notices. All demands, notices and other communications
under this Agreement shall be in writing, personally delivered, sent by
telecopier, overnight courier or mailed by certified mail, return receipt
requested, and shall be deemed to have been duly given upon receipt (i) in the
case of the Depositor, at the following address: 4900 Cox Road, Suite 200, Glen
Allen, Virginia 23060, Attention: Treasurer, (ii) in the case of the Seller or
the Servicer, at the following address: 4900 Cox Road, Glen Allen, Virginia
23060, Attention: Treasury Department, (iii) in the case of the Owner Trustee,
at the related Corporate Trust Office, (iv) in the case of the Indenture
Trustee, at the related Corporate Trust Office, (v) in the case of Moody's, at
the following address: Moody's Investors Service, Inc., ABS Monitoring
Department, 99 Church Street, New York, New York 10007, (vi) in the case of
Standard & Poor's, at the following address: Standard & Poor's Ratings Services,
a division of The McGraw-

                                       58



Hill Companies, Inc., 55 Water Street, 43rd Floor, New York, New York 10041,
Attention: Asset Backed Surveillance Department, and (vii) in the case of the
Insurer, at the following address: [____________________],
[____________________], Attention: [____________________].

          SECTION 10.5  Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever held invalid, then such covenants, agreements, provisions or
terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement, or of the Notes or the
Certificates, or the rights of the Holders thereof.

          SECTION 10.6  Assignment. Notwithstanding anything to the contrary
contained herein, except as provided in Sections 7.3 and 8.2 and as provided in
the provisions of this Agreement concerning the resignation of the Servicer,
this Agreement may not be assigned by the Depositor or the Servicer without the
prior written consent of the Owner Trustee, the Indenture Trustee, the Holders
of Notes evidencing not less than 66 2/3% of the Note Balance and the Holders of
Certificates evidencing not less than 66 2/3% of the Certificate Balance.

          SECTION 10.7  Further Assurances. The Depositor, the Servicer and the
Trust agree to do and perform, from time to time, any and all acts and to
authorize and/or execute any and all further instruments required or reasonably
requested by the Owner Trustee or the Indenture Trustee more fully to effect the
purposes of this Agreement, including the authorization of any financing
statements or continuation statements relating to the Receivables for filing
under the provisions of the Relevant UCC of any applicable jurisdiction.

          SECTION 10.8  No Waiver; Cumulative Remedies. No failure to exercise
and no delay in exercising, on the part of the Depositor, the Owner Trustee, the
Indenture Trustee, the Noteholders or the Certificateholders, any right, remedy,
power or privilege hereunder, shall operate as a waiver thereof, nor shall any
single or partial exercise of any right, remedy, power or privilege hereunder
preclude any other or further exercise thereof or the exercise of any other
right, remedy, power or privilege. The rights, remedies, powers and privileges
provided in this Agreement are cumulative and not exhaustive of any rights,
remedies, powers and privileges provided by law.

          SECTION 10.9  Third-Party Beneficiaries. This Agreement shall inure to
the benefit of and be binding upon the parties hereto, the Owner Trustee, the
Noteholders, the Certificateholders, the Insurer and their respective successors
and permitted assigns. Except as otherwise provided in this Article X, no other
Person shall have any right or obligation hereunder. The parties hereto hereby
acknowledge and consent to the pledge of this Agreement by the Trust to the
Indenture Trustee for the benefit of the Noteholders pursuant to the Indenture.

          SECTION 10.10 Actions by Noteholder or Certificateholders.

          (a)  Wherever in this Agreement a provision is made that an action may
be taken or a notice, demand or instruction given by the Noteholders or the
Certificateholders, such action, notice or instruction may be taken or given by
any Noteholder or any Certificateholder, as

                                       59



applicable, unless such provision requires a specific percentage of the
Noteholders or the Certificateholders.

          (b)  Any request, demand, authorization, direction, notice, consent,
waiver or other act by a Noteholder or a Certificateholder shall bind such
Noteholder or Certificateholder and every subsequent Holder of such Note or
Certificate issued upon the registration of transfer thereof or in exchange
therefor or in lieu thereof in respect of anything done or omitted to be done by
the Owner Trustee, the Indenture Trustee or the Servicer in reliance thereon,
whether or not notation of such action is made upon such Note or Certificate.

          SECTION 10.11 Counterparts. For the purpose of facilitating the
execution of this Agreement and for other purposes, this Agreement may be
executed simultaneously in any number of counterparts, each of which
counterparts shall be deemed to be an original, and all of which counterparts
shall constitute but one and the same instrument.

          SECTION 10.12 No Bankruptcy Petition. The Owner Trustee, the Indenture
Trustee, the Trust and the Servicer each covenants and agrees that it will not
at any time institute against, or join any other Person in instituting against,
the Depositor or the Trust any bankruptcy, reorganization, arrangement,
insolvency or liquidation proceedings or other proceedings under any federal or
state bankruptcy or similar law. This Section 10.12 shall survive the
resignation or removal of the Owner Trustee under the Trust Agreement and the
Indenture Trustee under the Indenture and shall survive the termination of the
Trust Agreement and the Indenture.

          SECTION 10.13 Limitation of Liability of Owner Trustee and Indenture
Trustee.

          (a)  Notwithstanding anything to the contrary contained herein, this
Agreement has been countersigned by the Owner Trustee not in its individual
capacity but solely in its capacity as Owner Trustee of the Trust, and in no
event shall the Owner Trustee in its individual capacity have any liability for
the representations, warranties, covenants, agreements or other obligations of
the Trust hereunder or in any of the certificates, notices or agreements
delivered pursuant hereto, as to all of which recourse shall be had solely to
the assets of the Trust. For all purposes of this Agreement, in the performance
of its duties or obligations hereunder or in the performance of any duties or
obligations of the Trust hereunder, the Owner Trustee shall be subject to, and
entitled to the benefits of, the terms and provisions of Articles VI, VII and
VIII of the Trust Agreement.

          (b)  Notwithstanding anything to the contrary contained herein, this
Agreement has been accepted by the Indenture Trustee not in its individual
capacity but solely as Indenture Trustee, and in no event shall the Indenture
Trustee in its individual capacity have any liability for the representations,
warranties, covenants, agreements or other obligations of the Trust hereunder or
in any of the certificates, notices or agreements delivered pursuant hereto, as
to all of which recourse shall be had solely to the assets of the Trust.

          SECTION 10.14 Insurer Defense Costs. Each of the Trust, the Depositor
and the Servicer acknowledges Section 4.6 of the Trust Agreement and agrees that
the Trust shall reimburse the Insurer for all Insurer Defense Costs pursuant to
Section 4.6(d) of this Agreement and Section 2.8(a) of the Indenture.

                                       60



                            [SIGNATURE PAGES FOLLOW]



                                       61



          IN WITNESS WHEREOF, the Trust, the Depositor and the Servicer have
caused this Agreement to be duly executed by their respective officers,
thereunto duly authorized, all as of the day and year first above written.

                                          CARMAX AUTO OWNER TRUST 20[__]-[__]


                                          By:[____________________],
                                             not in its individual capacity but
                                             solely as Owner Trustee


                                          By:
                                             -----------------------------------
                                             Name:
                                             Title:


                                          CARMAX AUTO FUNDING LLC,
                                          as Depositor


                                          By:
                                             -----------------------------------
                                             Name:
                                             Title:


                                          CARMAX AUTO SUPERSTORES, INC.,
                                          as Servicer


                                          By:
                                             -----------------------------------
                                             Name:
                                             Title:


Accepted and agreed:

[__________________________],
not in its individual capacity
but solely as Indenture Trustee


By:
   -------------------------------------
   Name:
   Title:


                                      S-1
Sale and Servicing Agreement




                                   Schedule 1
                               Receivable Schedule
                               -------------------


                           [ON FILE WITH THE SERVICER]



                                   Schedule 2
                          Location of Receivable Files
                          ----------------------------

225 Chastain Meadows Court
Kennesaw, Georgia  30144



                                    Exhibit A
                         Form of Servicer's Certificate
                         ------------------------------


                                 [SEE ATTACHED]

                                      A-1



                                    Exhibit B
                        Form of Statement to Noteholders
                        --------------------------------


                                 [SEE EXHIBIT A]

                                      B-1



                                    Exhibit C
                     Form of Statement to Certificateholders
                     ---------------------------------------


                                 [SEE EXHIBIT A]

                                      C-1

EX-10.2.1

Exhibit 10.2.1 - Form of Administration Agreement


                      CARMAX AUTO OWNER TRUST 20[__]-[__],
                                   as Issuer,

                         CARMAX AUTO SUPERSTORES, INC.,
                                as Administrator,

                                       and

                             [____________________],
                              as Indenture Trustee


                                   ----------

                            ADMINISTRATION AGREEMENT
                        Dated as of [__________], 20[__]


                                   ----------



          ADMINISTRATION AGREEMENT, dated as of [__________], 20[__] (as
amended, supplemented or otherwise modified and in effect from time to time,
this "Agreement"), by and among CARMAX AUTO OWNER TRUST 20[__]-[__], a Delaware
statutory trust (the "Issuer"), CARMAX AUTO SUPERSTORES, INC., a Virginia
corporation, as administrator (in such capacity, the "Administrator"), and
[____________________], a [____________________], not in its individual capacity
but solely as indenture trustee (in such capacity, the "Indenture Trustee").

          WHEREAS, the Issuer is issuing [____]% Class A-1 Asset-Backed Notes,
[____]% Class A-2 Asset-Backed Notes, [____]% Class A-3 Asset-Backed Notes,
[____]% Class A-4 Asset-Backed Notes, [____]% Class B Asset-Backed Notes and
[___]% Class C Asset-Backed Notes (collectively, the "Notes") pursuant to the
Indenture, dated as of [__________], 20[__] (as amended, supplemented or
otherwise modified and in effect from time to time, the "Indenture"), between
the Issuer and the Indenture Trustee;

          WHEREAS, the Issuer has entered into certain agreements in connection
with the issuance of the Notes and the issuance of certain beneficial interests
in the Issuer, including (i) a Sale and Servicing Agreement, dated as of
[__________], 20[__] (as amended, supplemented or otherwise modified and in
effect from time to time, the "Sale and Servicing Agreement"), by and among the
Issuer, CarMax Auto Funding LLC, a Delaware limited liability company, as
depositor (in such capacity, the "Depositor"), and CarMax Auto Superstores,
Inc., as servicer, (ii) a Letter of Representations, dated [__________], 20[__]
(as amended, supplemented or otherwise modified and in effect from time to time,
the "Note Depository Agreement"), by and among the Issuer, the Indenture Trustee
and The Depository Trust Company relating to the Notes and (iii) the Indenture
(collectively with the Sale and Servicing Agreement and the Note Depository
Agreement, the "Related Agreements");

          WHEREAS, pursuant to the Related Agreements, the Issuer and
[____________________], a [____________________], not in its individual capacity
but solely as owner trustee (in such capacity, the "Owner Trustee"), are
required to perform certain duties in connection with (i) the Notes and the
collateral pledged to secure the Notes pursuant to the Indenture (the
"Collateral") and (ii) the beneficial interests in the Issuer;

          WHEREAS, the Issuer and the Owner Trustee desire to have the
Administrator perform certain of the duties of the Issuer and the Owner Trustee
referred to in the preceding clause and to provide such additional services
consistent with the terms of this Agreement and the Related Agreements as the
Issuer and the Owner Trustee may from time to time request; and

          WHEREAS, the Administrator has the capacity to provide the services
required hereby and is willing to perform such services for the Issuer and the
Owner Trustee on the terms set forth herein;

          NOW, THEREFORE, in consideration of the mutual covenants contained
herein and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:



          SECTION 1.   Definitions. All capitalized terms used but not defined
in this Agreement shall have the respective meanings set forth in the Indenture.

          SECTION 2.   Duties of the Administrator.

          (a)  Duties with Respect to the Related Agreements.

               (i)   The Administrator shall perform all its duties as
     Administrator under the Note Depository Agreement. In addition, the
     Administrator shall consult with the Owner Trustee regarding the duties of
     the Issuer or the Owner Trustee under the Related Agreements. The
     Administrator shall monitor the performance of the Issuer and shall advise
     the Owner Trustee when action is necessary to comply with the Issuer's or
     the Owner Trustee's duties under the Related Agreements. The Administrator
     shall prepare for execution by the Issuer or the Owner Trustee, or shall
     cause the preparation by other appropriate persons of, all such documents,
     reports, filings, instruments, certificates and opinions that it shall be
     the duty of the Issuer or the Owner Trustee to prepare, file or deliver
     pursuant to the Related Agreements. In furtherance of the foregoing, the
     Administrator shall take all appropriate action that the Issuer or the
     Owner Trustee is obligated to take pursuant to the Indenture, including,
     without limitation, such of the foregoing as are required with respect to
     the following matters under the Indenture (references are to sections of
     the Indenture):

                    (A)  the duty to cause the Note Register to be kept and to
          give the Indenture Trustee notice of any appointment of a new Note
          Registrar and the location, or change in location, of the Note
          Register (Section 2.5);

                    (B)  the notification of Noteholders of the final principal
          payment on their Notes (Section 2.8(e));

                    (C)  the preparation of or obtaining of the documents and
          instruments required for authentication of the Notes and delivery of
          the same to the Indenture Trustee (Section 2.2, 2.3, 2.6 and 2.13);

                    (D)  the preparation, obtaining or filing of the
          instruments, opinions, certificates and other documents required for
          the release of collateral (Section 2.10);

                    (E)  the maintenance of an office or agency in the Borough
          of Manhattan, The City of New York, where Notes may be surrendered for
          registration of transfer or exchange (Section 3.2);

                    (F)  the duty to cause newly appointed Paying Agents, if
          any, to deliver to the Indenture Trustee the instrument specified in
          the Indenture regarding funds held in trust (Section 3.3);

                    (G)  the direction to the Indenture Trustee to deposit
          monies with Paying Agents, if any, other than the Indenture Trustee
          (Section 3.3);

                                       2



                    (H)  the obtaining and preservation of the Issuer's
          qualification to do business in each jurisdiction in which such
          qualification is or shall be necessary to protect the validity and
          enforceability of the Indenture, the Notes, the Collateral and each
          other instrument or agreement included in the Trust Estate (Section
          3.4);

                    (I)  the preparation of all supplements and amendments to
          the Indenture and all financing statements, continuation statements,
          instruments of further assurance and other instruments and the taking
          of such other action as is necessary or advisable to protect the Trust
          Estate (Section 3.5);

                    (J)  the delivery of the Opinion of Counsel on the Closing
          Date and the annual delivery of Opinions of Counsel as to the Trust
          Estate, and the annual delivery of the Officer's Certificate and
          certain other statements as to compliance with the Indenture (Sections
          3.6 and 3.9);

                    (K)  the identification to the Indenture Trustee in an
          Officer's Certificate of a Person with whom the Issuer has contracted
          to perform its duties under the Indenture (Section 3.7(b));

                    (L)  the preparation and delivery of written notice to the
          Indenture Trustee and the Rating Agencies of an Event of Servicing
          Termination under the Sale and Servicing Agreement and, if such Event
          of Servicing Termination arises from the failure of the Servicer to
          perform any of its duties or obligations under the Sale and Servicing
          Agreement with respect to the Receivables, the taking of all
          reasonable steps available to remedy such failure (Section 3.7(d));

                    (M)  the duty to cause the Servicer to comply with Sections
          3.7, 3.9, 3.10, 3.11, 3.12, 3.13 and 3.14 and Article VII of the Sale
          and Servicing Agreement (Section 3.14);

                    (N)  the preparation and obtaining of documents and
          instruments required for the conveyance or transfer by the Issuer of
          its properties or assets (Section 3.10(b));

                    (O)  the preparation and delivery of written notice to the
          Indenture Trustee and the Rating Agencies of each Event of Default
          under the Indenture and each default by the Depositor or the Servicer
          under the Sale and Servicing Agreement or by the Seller or the
          Depositor under the Receivables Purchase Agreement (Section 3.18);

                    (P)  the monitoring of the Issuer's obligations as to the
          satisfaction and discharge of the Indenture and the preparation of an
          Officer's Certificate and the obtaining of the Opinion of Counsel and
          the Independent Certificate relating thereto (Section 4.1);

                    (Q)  the compliance with any written directive of the
          Indenture Trustee with respect to the sale of the Trust Estate at one
          or more public or private

                                       3


          sales called and conducted in any manner permitted by law if an Event
          of Default shall have occurred and be continuing under the Indenture
          (Section 5.4);

                    (R)  the preparation and delivery of written notice to the
          Noteholders of the removal of the Indenture Trustee and the
          appointment of a successor Indenture Trustee (Section 6.8);

                    (S)  the preparation of any written instruments required to
          confirm more fully the authority of any co-trustee or separate trustee
          and any written instruments necessary in connection with the
          resignation or removal of any co-trustee or separate trustee (Section
          6.10);

                    (T)  the furnishing to the Indenture Trustee of the names
          and addresses of Noteholders during any period when the Indenture
          Trustee is not the Note Registrar (Section 7.1);

                    (U)  the preparation and, after execution by the Issuer,
          filing with the Commission, any applicable state agencies and the
          Indenture Trustee of documents required to be filed on a periodic
          basis with, and summaries thereof as may be required by the rules and
          regulations of, the Commission and any applicable state agencies and
          the transmission of such summaries, as necessary, to the Noteholders
          (Section 7.3);

                    (V)  the opening of one or more accounts in the Issuer's
          name, the preparation and delivery of Issuer Orders, Officer's
          Certificates and Opinions of Counsel and all other actions necessary
          with respect to the investment and reinvestment of funds in the
          Collection Account and the Reserve Account (Sections 8.2 and 8.3);

                    (W)  the preparation and delivery of an Issuer Request and
          Officer's Certificate and the obtaining of an Opinion of Counsel and
          Independent Certificates, if necessary, for the release of the Trust
          Estate (Sections 8.4 and 8.5);

                    (X)  the preparation and delivery of Issuer Orders and the
          obtaining of an Opinion of Counsel with respect to the execution of
          supplemental indentures and the mailing to the Noteholders and the
          Rating Agencies, as applicable, of notices with respect to such
          supplemental indentures (Sections 9.1, 9.2 and 9.3);

                    (Y)  the execution and delivery of new Notes conforming to
          any supplemental indenture (Section 9.6);

                    (Z)  the duty to notify Noteholders of redemption of the
          Notes or to cause the Indenture Trustee to provide such notification
          (Section 10.2);

                    (AA) the preparation and delivery of Officer's Certificates
          and the obtaining of an Opinion of Counsel and Independent
          Certificates, if necessary, with respect to any requests by the Issuer
          to the Indenture Trustee to take any action under the Indenture
          (Section 11.1(a));

                                       4



                    (BB) the preparation and delivery of Officer's Certificates
          and the obtaining of Opinions of Counsel and Independent Certificates,
          if necessary, for the release of property from the lien of the
          Indenture (Section 11.1(b));

                    (CC) the preparation and delivery of written notice to the
          Rating Agencies, upon the failure of the Indenture Trustee to give
          such notification, of the information required pursuant to the
          Indenture (Section 11.4);

                    (DD) the preparation and delivery to the Noteholders and the
          Indenture Trustee of any agreements with respect to alternate payment
          and notice provisions (Section 11.6);

                    (EE) the recording of the Indenture, if applicable (Section
          11.15); and

                    (FF) the preparation of Definitive Notes in accordance with
          the instructions of the Clearing Agency (Section 2.13).

               (ii)   The Administrator shall:

                    (A)  pay the Indenture Trustee from time to time such
          compensation and fees for all services rendered by the Indenture
          Trustee under the Indenture as have been agreed to in a separate fee
          schedule between the Administrator and the Indenture Trustee (which
          compensation shall not be limited by any provision of law in regard to
          the compensation of a trustee of an express trust);

                    (B)  except as otherwise expressly provided in the
          Indenture, reimburse the Indenture Trustee upon its request for all
          reasonable expenses, disbursements and advances incurred or made by
          the Indenture Trustee in accordance with any provision of the
          Indenture (including the reasonable compensation, expenses and
          disbursements of its agents and counsel), except any such expense,
          disbursement or advance as may be attributable to its negligence or
          bad faith;

                    (C)  indemnify the Indenture Trustee and its agents for, and
          hold them harmless against, any loss, liability or expense incurred
          without negligence or bad faith on their part arising out of or in
          connection with the acceptance or administration of the transactions
          contemplated by the Indenture, including the reasonable costs and
          expenses of defending themselves against any claim or liability in
          connection with the exercise or performance of any of their powers or
          duties under the Indenture; and

                    (D)  indemnify the Owner Trustee and its agents for, and
          hold them harmless against, any loss, liability or expense incurred
          without negligence or bad faith on their part arising out of or in
          connection with the acceptance or administration of the transactions
          contemplated by the Trust Agreement, including the reasonable costs
          and expenses of defending themselves against any claim or liability in
          connection with the exercise or performance of any of their powers or
          duties under the Trust Agreement.

                                       5



          (b)  Additional Duties.

               (i)   In addition to the duties of the Administrator set forth
     above, the Administrator shall perform such calculations and shall prepare
     or shall cause the preparation by other appropriate persons of, and shall
     execute on behalf of the Issuer or the Owner Trustee, all such documents,
     reports, filings, instruments, certificates and opinions that the Issuer or
     the Owner Trustee is obligated to prepare pursuant to the Related
     Agreements or Section 5.5(i), (ii), (iii) or (iv) of the Trust Agreement,
     and at the request of the Owner Trustee shall take all appropriate action
     that the Issuer or the Owner Trustee is obligated to take pursuant to the
     Related Agreements. In furtherance of the foregoing, the Owner Trustee
     shall, on behalf of itself and the Issuer, execute and deliver to the
     Administrator and to each successor Administrator appointed pursuant to the
     terms hereof, one or more powers of attorney substantially in the form of
     Exhibit A hereto, appointing the Administrator the attorney-in-fact of the
     Owner Trustee and the Issuer for the purpose of executing on behalf of the
     Owner Trustee and the Issuer all such documents, reports, filings,
     instruments, certificates and opinions. Subject to Section 6 of this
     Agreement, and in accordance with the directions of the Owner Trustee, the
     Administrator shall administer, perform or supervise the performance of
     such other activities in connection with the Collateral (including the
     Related Agreements) as are not covered by any of the foregoing provisions
     and as are expressly requested by the Owner Trustee and are reasonably
     within the capability of the Administrator.

               (ii)  Notwithstanding anything in this Agreement or the Related
     Agreements to the contrary, the Administrator shall be responsible for
     promptly notifying the Owner Trustee in the event that any withholding tax
     is imposed on the Issuer's payments (or allocations of income) to a
     registered holder of the beneficial interests in the Issuer as contemplated
     in Section 5.2(c) of the Trust Agreement. Any such notice shall specify the
     amount of any withholding tax required to be withheld by the Owner Trustee
     pursuant to such provision.

               (iii) Notwithstanding anything in this Agreement or the
     Transaction Documents to the contrary, the Administrator shall be
     responsible for performance of the duties of the Issuer or the Owner
     Trustee set forth in Section 5.5(i), (ii), (iii) and (iv) and Section
     5.6(a) of the Trust Agreement with respect to, among other things,
     accounting and reports to the beneficial owners of the interests in the
     Issuer.

               (iv)  The Administrator shall deliver to the Owner Trustee and
     the Indenture Trustee, on or before February 15, 20[__], a certificate of
     an Authorized Officer in form and substance satisfactory to the Owner
     Trustee as to whether any tax withholding is then required and, if
     required, the procedures to be followed with respect thereto to comply with
     the requirements of the Code. The Administrator shall update such
     certificate if any additional tax withholding is subsequently required or
     any previously required tax withholding shall no longer be required.

               (v)   The Administrator shall perform the duties of the
     Administrator specified in Section 10.2 of the Trust Agreement required to
     be performed in connection with the resignation or removal of the Owner
     Trustee, and any other duties expressly

                                       6



     required to be performed by the Administrator under the Trust Agreement or
     any other Related Agreement.

               (vi)  In carrying out the foregoing duties or any of its other
     obligations under this Agreement, the Administrator may enter into
     transactions or otherwise deal with any of its affiliates; provided,
     however, that the terms of any such transactions or dealings shall be in
     accordance with any directions received from the Issuer and shall be, in
     the Administrator's opinion, no less favorable to the Issuer than would be
     available from unaffiliated parties.

          (c)  Non-Ministerial Matters.

               (i)   The Administrator shall not take any action with respect
     to matters that, in the reasonable judgment of the Administrator, are
     non-ministerial unless within a reasonable time before the taking of such
     action the Administrator shall have notified the Issuer of the proposed
     action and the Issuer shall not have withheld consent, which consent shall
     not be unreasonably withheld or delayed, or provided an alternative
     direction. For the purpose of the preceding sentence, "non-ministerial"
     matters shall include, without limitation:

                    (A)  the amendment of or any supplement to the Indenture;

                    (B)  the initiation of any claim or lawsuit by the Issuer or
          the compromise of any action, claim or lawsuit brought by or against
          the Issuer (other than in connection with the collection of the
          Receivables or Permitted Investments);

                    (C)  the amendment, change or modification of the Related
          Agreements;

                    (D)  the appointment of successor Note Registrars, successor
          Paying Agents or successor Indenture Trustees pursuant to the
          Indenture, the appointment of successor Administrators or Successor
          Servicers or the consent to the assignment by the Note Registrar, the
          Paying Agent or the Indenture Trustee of its obligations under the
          Indenture; and

                    (E) the removal of the Indenture Trustee.

               (ii)  Notwithstanding anything to the contrary in this
     Agreement, the Administrator shall not be obligated to, and shall not, (A)
     make any payments to the Noteholders under the Related Agreements or (B)
     take any other action that the Issuer directs the Administrator not to take
     on its behalf.

          SECTION 3.   Records. The Administrator shall maintain appropriate
books of account and records relating to services performed hereunder, which
books of account and records shall be accessible for inspection by the Issuer
and the Company at any time during normal business hours.

                                       7



          SECTION 4.   Compensation. As compensation for the performance of the
Administrator's obligations under this Agreement, and as reimbursement for its
expenses related thereto, the Administrator shall be entitled to $500 per month,
which compensation shall be solely an obligation of the Servicer.

          SECTION 5.   Additional Information to be Furnished to the Issuer. The
Administrator shall furnish to the Issuer from time to time such additional
information regarding the Collateral as the Issuer may reasonably request.

          SECTION 6.   Independence of the Administrator. For all purposes of
this Agreement, the Administrator shall be an independent contractor and shall
not be subject to the supervision of the Issuer or the Owner Trustee with
respect to the manner in which it accomplishes the performance of its
obligations hereunder. Unless expressly authorized by the Issuer, the
Administrator shall have no authority to act for or represent the Issuer or the
Owner Trustee in any way and shall not otherwise be deemed an agent of the
Issuer or the Owner Trustee.

          SECTION 7.   No Joint Venture. Nothing contained in this Agreement
(i) shall constitute the Administrator and either the Issuer or the Owner
Trustee as members of any partnership, joint venture, association, syndicate,
unincorporated business or other separate entity, (ii) shall be construed to
impose any liability as such on any of them or (iii) shall be deemed to confer
on any of them any express, implied or apparent authority to incur any
obligation or liability on behalf of the others.

          SECTION 8.   Other Activities of Administrator. Nothing contained in
this Agreement shall prevent the Administrator or its affiliates from engaging
in other businesses or, in its sole discretion, from acting in a similar
capacity as an administrator for any other person or entity even though such
person or entity may engage in business activities similar to those of the
Issuer, the Owner Trustee or the Indenture Trustee.

          SECTION 9.   Term of Agreement; Resignation and Removal of
Administrator.

          (a)  This Agreement shall continue in full force and effect until the
dissolution of the Issuer, upon which event this Agreement shall automatically
terminate.

          (b)  Subject to Sections 9(e) and 9(f), the Administrator may resign
its duties hereunder by providing the Issuer with at least sixty (60) days'
prior written notice.

          (c)  Subject to Sections 9(e) and 9(f), the Issuer may remove the
Administrator without cause by providing the Administrator with at least sixty
(60) days' prior written notice.

          (d)  Subject to Sections 9(e) and 9(f), at the sole option of the
Issuer, the Issuer may remove the Administrator immediately upon written notice
of termination from the Issuer to the Administrator if any of the following
events shall occur and be continuing:

               (i)   the Administrator shall default in the performance of any
     of its duties under this Agreement and, after notice of such default, shall
     not cure such default within

                                       8



     ten (10) days (or, if such default cannot be cured in such time, shall not
     give within ten (10) days such assurance of cure as shall be reasonably
     satisfactory to the Issuer);

               (ii)  a court having jurisdiction in the premises shall enter a
     decree or order for relief, and such decree or order shall not have been
     vacated within sixty (60) days, in respect of the Administrator in any
     involuntary case under any applicable bankruptcy, insolvency or other
     similar law now or hereafter in effect or appoint a receiver, liquidator,
     assignee, trustee, custodian, sequestrator or other similar official for
     the Administrator or any substantial part of its property or order the
     winding-up or liquidation of its affairs; or

               (iii) the Administrator shall commence a voluntary case under
     any applicable bankruptcy, insolvency or other similar law now or hereafter
     in effect, shall consent to the entry of an order for relief in an
     involuntary case under any such law, shall consent to the appointment of a
     receiver, liquidator, assignee, trustee, custodian, sequestrator or other
     similar official for the Administrator or any substantial part of its
     property, shall consent to the taking of possession by any such official of
     any substantial part of its property, shall make any general assignment for
     the benefit of creditors or shall fail generally to pay its debts as they
     become due.

          If any of the events specified in clauses (ii) or (iii) of this
Section 9(d) shall occur, the Administrator shall give written notice thereof to
the Issuer and the Indenture Trustee within seven (7) days after the occurrence
of such event.

          (e)  No resignation or removal of the Administrator pursuant to
Section 9(d) shall be effective until (i) a successor Administrator shall have
been appointed by the Issuer and (ii) such successor Administrator shall have
agreed in writing to be bound by the terms of this Agreement in the same manner
as the Administrator is bound hereunder.

          (f)  The appointment of any successor Administrator shall be effective
only after satisfaction of the Rating Agency Condition with respect to such
appointment.

          (g)  Subject to Sections 9(e) and 9(f), the Administrator acknowledges
that upon the appointment of a Successor Servicer pursuant to the Sale and
Servicing Agreement the Administrator shall immediately resign and such
Successor Servicer shall automatically become the Administrator under this
Agreement.

          SECTION 10.  Action upon Termination, Resignation or Removal.
Promptly upon the effective date of termination of this Agreement pursuant to
Section 9(a), the resignation of the Administrator pursuant to Section 9(b) or
the removal of the Administrator pursuant to Section 9(c) or (d), the
Administrator shall be entitled to be paid all fees and reimbursable expenses
accruing to it to the date of such termination, resignation or removal. The
Administrator shall forthwith upon such termination pursuant to Section 9(a)
deliver to the Issuer all property and documents of or relating to the
Collateral then in the custody of the Administrator. In the event of the
resignation of the Administrator pursuant to Section 9(b) or the removal of the
Administrator pursuant to Section 9(c) or (d), the Administrator shall cooperate
with the Issuer and take all reasonable steps requested by the Issuer to assist
the Issuer in making an orderly transfer of the duties of the Administrator.

                                       9



          SECTION 11. Notices. All demands, notices and other communications
under this Agreement shall be in writing, personally delivered, sent by
telecopier, overnight courier or mailed by certified mail, return receipt
requested, and shall be deemed to have been duly given upon receipt (i) in the
case of the Issuer, to CarMax Auto Owner Trust 20[__]-[__] c/o the Owner Trustee
at the following address: [____________________], [____________________],
Attention: [____________________], (ii) in the case of the Administrator, at the
following address: 4900 Cox Road, Glen Allen, Virginia 23060, Attention:
Treasury Department, and (iii) in the case of the Indenture Trustee, at the
following address: [____________________], [____________________], Attention:
[____________________], or, in each case, to such other address as any party
shall have provided to the other parties in writing.

          SECTION 12. Amendments. This Agreement may be amended from time to
time by the Issuer, the Administrator and the Indenture Trustee, without the
consent of any of the Noteholders or the Certificateholders, to cure any
ambiguity, to correct or supplement any provision herein that may be
inconsistent with any other provision herein or for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Agreement which will not be inconsistent with other provisions of this
Agreement; provided, however, that no such amendment may materially adversely
affect the interests of any Noteholder or Certificateholder. This Agreement may
also be amended from time to time by the Issuer, the Administrator and the
Indenture Trustee, with the consent of the Holders of Notes evidencing not less
than 51% of the Note Balance of the Controlling Class or, if the Notes have been
paid in full, the Holders of Certificates evidencing not less than 51% of the
aggregate Certificate Percentage Interest, for the purpose of adding any
provisions to, or changing in any manner or eliminating any of the provisions
of, this Agreement or modifying in any manner the rights of the Noteholders or
the Certificateholders; provided, however, that no such amendment may:

               (i)   increase or reduce in any manner the amount of, or
     accelerate or delay the timing of, collections of payments on or in respect
     of the Receivables or distributions that are required to be made for the
     benefit of the Noteholders or the Certificateholders without the consent of
     all Noteholders and Certificateholders adversely affected by such
     amendment; or

               (ii)  reduce the percentage of the Note Balance or the
     percentage of the aggregate Certificate Percentage Interest the consent of
     the Holders of which is required for any amendment to this Agreement
     without the consent of all the Noteholders and Certificateholders adversely
     affected by such amendment.

          An amendment to this Agreement shall be deemed not to materially
adversely affect the interests of any Noteholder or Certificateholder if the
Person requesting such amendment obtains and delivers to the Owner Trustee and
the Indenture Trustee an Opinion of Counsel to that effect or the Rating Agency
Condition is satisfied. Notwithstanding the foregoing, the Administrator may not
amend this Agreement without the consent of the Depositor, which consent shall
not be unreasonably withheld.

          SECTION 13. Successors and Assigns. This Agreement may not be
assigned by the Administrator unless such assignment is previously consented to
in writing by the Issuer

                                       10



and the Owner Trustee and the Rating Agency Condition has been satisfied with
respect to such assignment. An assignment with such consent and satisfaction, if
accepted by the assignee, shall bind the assignee hereunder in the same manner
as the Administrator is bound hereunder. Notwithstanding the foregoing, this
Agreement may be assigned by the Administrator without the consent of the Issuer
or the Owner Trustee to a corporation or other organization that is a successor
(by merger, consolidation or purchase of assets) to the Administrator; provided,
however, that such successor organization executes and delivers to the Issuer,
the Owner Trustee and the Indenture Trustee an agreement in which such
corporation or other organization agrees to be bound hereunder by the terms of
such assignment in the same manner as the Administrator is bound hereunder.
Subject to the foregoing, this Agreement shall bind any successors or assigns of
the parties hereto.

          SECTION 14. GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AND THE OBLIGATIONS, RIGHTS
AND REMEDIES OF THE PARTIES UNDER THIS AGREEMENT SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAWS
PROVISIONS THEREOF WHICH MAY REQUIRE THE APPLICATION OF THE LAWS OF ANY OTHER
JURISDICTION (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATION LAW).

          SECTION 15. Counterparts. This Agreement may be executed in two or
more counterparts and by different parties on separate counterparts, each of
which shall be an original, but all of which together shall constitute but one
and the same instrument.

          SECTION 16. Severability. If any provision of this Agreement shall be
invalid, illegal or unenforceable, the validity, legality, and enforceability of
the remaining provisions of this Agreement shall not in any way be affected or
impaired thereby.

          SECTION 17. Not Applicable to CarMax Auto Superstores, Inc. in Other
Capacities. Nothing in this Agreement shall affect any obligation CarMax Auto
Superstores, Inc. may have in any other capacity.

          SECTION 18. Limitation of Liability of Owner Trustee and Indenture
Trustee.

          (a)  Notwithstanding anything contained herein to the contrary, this
Agreement has been countersigned by the Owner Trustee not in its individual
capacity but solely in its capacity as Owner Trustee of the Issuer, and in no
event shall the Owner Trustee in its individual capacity have any liability for
the representations, warranties, covenants, agreements or other obligations of
the Issuer hereunder or in any of the certificates, notices or agreements
delivered pursuant hereto, as to all of which recourse shall be had solely to
the assets of the Issuer. For all purposes of this Agreement, in the performance
of any duties or obligations of the Issuer hereunder, the Owner Trustee shall be
subject to, and entitled to the benefits of, the terms and provisions of
Articles VI, VII and VIII of the Trust Agreement.

          (b)  Notwithstanding anything contained herein to the contrary, this
Agreement has been countersigned by the Indenture Trustee not in its individual
capacity but

                                       11



solely as Indenture Trustee, and in no event shall the Indenture Trustee in its
individual capacity have any liability for the representations, warranties,
covenants, agreements or other obligations of the Issuer hereunder or in any of
the certificates, notices or agreements delivered pursuant hereto, as to all of
which recourse shall be had solely to the assets of the Issuer.

          SECTION 19. Third-Party Beneficiary. The Owner Trustee is a
third-party beneficiary of this Agreement and is entitled to the rights and
benefits hereunder and may enforce the provisions hereof as if it were a party
hereto.

          SECTION 20. Successor Servicer and Administrator. The Administrator
shall undertake, as promptly as possible after the giving of notice of
termination to the Servicer of the Servicer's rights and powers pursuant to
Section 8.2 of the Sale and Servicing Agreement, to enforce the provisions of
such Section 8.2 with respect to the appointment of a successor Servicer. Such
successor Servicer shall, upon compliance with the second to last sentence of
Section 8.2 of the Sale and Servicing Agreement, become the successor
Administrator hereunder; provided, however, that if the Indenture Trustee shall
become such successor Administrator, the Indenture Trustee shall not be required
to perform any obligations or duties or conduct any activities as successor
Administrator that would be prohibited by law and not within the banking and
trust powers of the Indenture Trustee. In such event, the Indenture Trustee may
appoint a sub-administrator to perform such obligations and duties. Any transfer
of servicing pursuant to Section 8.2 of the Sale and Servicing Agreement and
related succession as Administrator hereunder shall not constitute an assumption
by the related successor Administrator of any liability of the related outgoing
Administrator arising out of any breach by such outgoing Administrator of such
outgoing Administrator's duties hereunder prior to such transfer.

          SECTION 21. Nonpetition Covenants.

          (a)  Notwithstanding any prior termination of this Agreement, the
Depositor, the Administrator, the Owner Trustee and the Indenture Trustee shall
not at any time acquiesce, petition or otherwise invoke or cause the Issuer to
invoke the process of any court or government authority for the purpose of
commencing or sustaining a case against the Issuer under any federal or state
bankruptcy, insolvency or similar law or appointing a receiver, liquidator,
assignee, trustee, custodian, sequestrator or other similar official of the
Issuer or any substantial part of its property, or ordering the winding up or
liquidation of the affairs of the Issuer.

          (b)  Notwithstanding any prior termination of this Agreement, the
Issuer, the Administrator, the Owner Trustee and the Indenture Trustee shall not
at any time acquiesce, petition or otherwise invoke or cause the Depositor to
invoke the process of any court or government authority for the purpose of
commencing or sustaining a case against the Depositor under any federal or state
bankruptcy, insolvency or similar law or appointing a receiver, liquidator,
assignee, trustee, custodian, sequestrator or other similar official of the
Depositor or any substantial part of its property, or ordering the winding up or
liquidation of the affairs of the Depositor.

                            [SIGNATURE PAGE FOLLOWS]

                                       12



          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed by their respective officers, thereunto duly authorized, all as
of the day and year first above written.

                                          CARMAX AUTO OWNER TRUST 20[__]-[__]


                                          By: [____________________],
                                          not in its individual capacity but
                                          solely as Owner Trustee


                                          By:
                                             -----------------------------------
                                             Name:
                                             Title:


                                          [--------------------],
                                          not in its individual capacity but
                                          solely as Indenture Trustee


                                          By:
                                             -----------------------------------
                                             Name:
                                             Title:


                                          CARMAX AUTO SUPERSTORES, INC.,
                                          as Administrator


                                          By:
                                             -----------------------------------
                                             Name:
                                             Title:


                                      S-1
Administration Agreement



                                                                       EXHIBIT A

                                POWER OF ATTORNEY

STATE OF NEW YORK        )
                         )
COUNTY OF NEW YORK       )

          KNOW ALL MEN BY THESE PRESENTS, that [____________________], a
[____________________], not in its individual capacity but solely as owner
trustee (the "Owner Trustee") for CarMax Auto Owner Trust 20[__]-[__], a
Delaware statutory trust (the "Issuer"), does hereby make, constitute and
appoint CARMAX AUTO SUPERSTORES, INC., a Virginia corporation (the
"Administrator"), as administrator under the Administration Agreement dated as
of [__________], 20[__] (the "Administration Agreement"), among the Issuer, the
Administrator and [____________________], a [____________________], as Indenture
Trustee, as the same may be amended from time to time, and its agents and
attorneys, as attorneys-in-fact to execute on behalf of the Owner Trustee or the
Issuer all such documents, reports, filings, instruments, certificates and
opinions as the Owner Trustee or the Issuer is obligated to prepare, file or
deliver pursuant to the Related Agreements or pursuant to Section 5.5(i), (ii),
(iii) or (iv) of the Trust Agreement, including, without limitation, to appear
for and represent the Owner Trustee and the Issuer in connection with the
preparation, filing and audit of federal, state and local tax returns pertaining
to the Issuer, and with full power to perform any and all acts associated with
such returns and audits that the Owner Trustee could perform, including without
limitation, the right to distribute and receive confidential information, defend
and assert positions in response to audits, initiate and defend litigation, and
to execute waivers of restrictions on assessments of deficiencies, consents to
the extension of any statutory or regulatory time limit and settlements. All
powers of attorney for this purpose heretofore filed or executed by the Owner
Trustee are hereby revoked. All capitalized terms used but not defined in this
power of attorney shall have the respective meanings set forth in the
Administration Agreement.

                                      A-1



                EXECUTED this [___] day of [__________], 20[__].


                                          [--------------------],
                                          not in its individual capacity but
                                          solely as Owner Trustee


                                          By:
                                             -----------------------------------
                                             Name:
                                             Title:


STATE OF NEW YORK        )
                         ) ss.:
COUNTY OF ___________    )

          BEFORE ME, the undersigned authority, a Notary Public in and for said
county and state, on this day personally appeared ____________________, known to
me to be the person and officer whose name is subscribed to the foregoing
instrument, and acknowledged to me that the same was the act of
[____________________], a [____________________], and that said person executed
the same for the purpose and consideration therein expressed, and in the
capacities therein stated.

          GIVEN UNDER MY HAND AND SEAL OF OFFICE, this [____] day of
[__________], 20[__].

                                          ----------------------------------
                                          Notary Public in and for
                                          the State of New York


[SEAL]

My commission expires: ____________

                                      A-2

EX-10.2.2

Exhibit 10.2.2 - Form of Administration Agreement for Insured Offerings

                      CARMAX AUTO OWNER TRUST 20[__]-[__],
                                   as Issuer,

                         CARMAX AUTO SUPERSTORES, INC.,
                                as Administrator,

                                       and

                           [________________________],
                              as Indenture Trustee


                                   ----------


                            ADMINISTRATION AGREEMENT
                        Dated as of [__________], 20[__]


                                   ----------



          ADMINISTRATION AGREEMENT, dated as of [__________], 20[__] (as
amended, supplemented or otherwise modified and in effect from time to time,
this "Agreement"), by and among CARMAX AUTO OWNER TRUST 20[__]-[__], a Delaware
statutory trust (the "Issuer"), CARMAX AUTO SUPERSTORES, INC., a Virginia
corporation, as administrator (in such capacity, the "Administrator"), and
[____________________], a [____________________], not in its individual capacity
but solely as indenture trustee (in such capacity, the "Indenture Trustee").

          WHEREAS, the Issuer is issuing [____]% Class A-1 Asset-Backed Notes,
[____]% Class A-2 Asset-Backed Notes, [____]% Class A-3 Asset-Backed Notes and
[____]% Class A-4 Asset-Backed Notes (collectively, the "Notes") pursuant to the
Indenture, dated as of [__________], 20[__] (as amended, supplemented or
otherwise modified and in effect from time to time, the "Indenture"), between
the Issuer and the Indenture Trustee;

          WHEREAS, the Issuer has entered into certain agreements in connection
with the issuance of the Notes and the issuance of certain beneficial interests
in the Issuer, including (i) a Sale and Servicing Agreement, dated as of
[__________], 20[__] (as amended, supplemented or otherwise modified and in
effect from time to time, the "Sale and Servicing Agreement"), by and among the
Issuer, CarMax Auto Funding LLC, a Delaware limited liability company, as
depositor (in such capacity, the "Depositor"), and CarMax Auto Superstores,
Inc., as servicer, (ii) a Letter of Representations, dated [__________], 20[__]
(as amended, supplemented or otherwise modified and in effect from time to time,
the "Note Depository Agreement"), by and among the Issuer, the Indenture Trustee
and The Depository Trust Company relating to the Notes and (iii) the Indenture
(collectively with the Sale and Servicing Agreement and the Note Depository
Agreement, the "Related Agreements");

          WHEREAS, pursuant to the Related Agreements, the Issuer and
[____________________], a [____________________], not in its individual capacity
but solely as owner trustee (in such capacity, the "Owner Trustee"), are
required to perform certain duties in connection with (i) the Notes and the
collateral pledged to secure the Notes pursuant to the Indenture (the
"Collateral") and (ii) the beneficial interests in the Issuer;

          WHEREAS, the Issuer and the Owner Trustee desire to have the
Administrator perform certain of the duties of the Issuer and the Owner Trustee
referred to in the preceding clause and to provide such additional services
consistent with the terms of this Agreement and the Related Agreements as the
Issuer and the Owner Trustee may from time to time request; and

          WHEREAS, the Administrator has the capacity to provide the services
required hereby and is willing to perform such services for the Issuer and the
Owner Trustee on the terms set forth herein;

          NOW, THEREFORE, in consideration of the mutual covenants contained
herein and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:

          SECTION 1.  Definitions. All capitalized terms used but not defined
in this Agreement shall have the respective meanings set forth in the Indenture.



          SECTION 2. Duties of the Administrator.

          (a)  Duties with Respect to the Related Agreements.

               (i)   The Administrator shall perform all its duties as
     Administrator under the Note Depository Agreement. In addition, the
     Administrator shall consult with the Owner Trustee regarding the duties of
     the Issuer or the Owner Trustee under the Related Agreements. The
     Administrator shall monitor the performance of the Issuer and shall advise
     the Owner Trustee when action is necessary to comply with the Issuer's or
     the Owner Trustee's duties under the Related Agreements. The Administrator
     shall prepare for execution by the Issuer or the Owner Trustee, or shall
     cause the preparation by other appropriate persons of, all such documents,
     reports, filings, instruments, certificates and opinions that it shall be
     the duty of the Issuer or the Owner Trustee to prepare, file or deliver
     pursuant to the Related Agreements. In furtherance of the foregoing, the
     Administrator shall take all appropriate action that the Issuer or the
     Owner Trustee is obligated to take pursuant to the Indenture, including,
     without limitation, such of the foregoing as are required with respect to
     the following matters under the Indenture (references are to sections of
     the Indenture):

                     (A)  the duty to cause the Note Register to be kept and to
          give the Indenture Trustee notice of any appointment of a new Note
          Registrar and the location, or change in location, of the Note
          Register (Section 2.5);

                     (B)  the notification of Noteholders of the final principal
          payment on their Notes (Section 2.8(e));

                     (C)  the preparation of or obtaining of the documents and
          instruments required for authentication of the Notes and delivery of
          the same to the Indenture Trustee (Section 2.2, 2.3, 2.6 and 2.13);

                     (D)  the preparation, obtaining or filing of the
          instruments, opinions, certificates and other documents required for
          the release of collateral (Section 2.10);

                     (E)  the maintenance of an office or agency in the Borough
          of Manhattan, The City of New York, where Notes may be surrendered for
          registration of transfer or exchange (Section 3.2);

                     (F)  the duty to cause newly appointed Paying Agents, if
          any, to deliver to the Indenture Trustee the instrument specified in
          the Indenture regarding funds held in trust (Section 3.3);

                     (G)  the direction to the Indenture Trustee to deposit
          monies with Paying Agents, if any, other than the Indenture Trustee
          (Section 3.3);

                     (H)  the obtaining and preservation of the Issuer's
          qualification to do business in each jurisdiction in which such
          qualification is or shall be necessary to

                                       2



          protect the validity and enforceability of the Indenture, the Notes,
          the Collateral and each other instrument or agreement included in the
          Trust Estate (Section 3.4);

                     (I)  the preparation of all supplements and amendments to
          the Indenture and all financing statements, continuation statements,
          instruments of further assurance and other instruments and the taking
          of such other action as is necessary or advisable to protect the Trust
          Estate (Section 3.5);

                     (J)  the delivery of the Opinion of Counsel on the Closing
          Date and the annual delivery of Opinions of Counsel as to the Trust
          Estate, and the annual delivery of the Officer's Certificate and
          certain other statements as to compliance with the Indenture (Sections
          3.6 and 3.9);

                     (K)  the identification to the Indenture Trustee in an
          Officer's Certificate of a Person with whom the Issuer has contracted
          to perform its duties under the Indenture (Section 3.7(b));

                     (L)  the preparation and delivery of written notice to the
          Indenture Trustee, the Insurer and the Rating Agencies of an Event of
          Servicing Termination under the Sale and Servicing Agreement and, if
          such Event of Servicing Termination arises from the failure of the
          Servicer to perform any of its duties or obligations under the Sale
          and Servicing Agreement with respect to the Receivables, the taking of
          all reasonable steps available to remedy such failure (Section
          3.7(d));

                     (M)  the duty to cause the Servicer to comply with Sections
          3.7, 3.9, 3.10, 3.11, 3.12, 3.13 and 3.14 and Article VII of the Sale
          and Servicing Agreement (Section 3.14);

                     (N)  the preparation and obtaining of documents and
          instruments required for the conveyance or transfer by the Issuer of
          its properties or assets (Section 3.10(b));

                     (O)  the preparation and delivery of written notice to the
          Indenture Trustee, the Insurer and the Rating Agencies of each Event
          of Default under the Indenture and each default by the Depositor or
          the Servicer under the Sale and Servicing Agreement or by the Seller
          or the Depositor under the Receivables Purchase Agreement (Section
          3.18);

                     (P)  the monitoring of the Issuer's obligations as to the
          satisfaction and discharge of the Indenture and the preparation of an
          Officer's Certificate and the obtaining of the Opinion of Counsel and
          the Independent Certificate relating thereto (Section 4.1);

                     (Q)  the compliance with any written directive of the
          Indenture Trustee with respect to the sale of the Trust Estate at one
          or more public or private sales called and conducted in any manner
          permitted by law if an Event of Default shall have occurred and be
          continuing under the Indenture (Section 5.4);

                                       3



                     (R)  the preparation and delivery of written notice to the
          Noteholders of the removal of the Indenture Trustee and the
          appointment of a successor Indenture Trustee (Section 6.8);

                     (S)  the preparation of any written instruments required to
          confirm more fully the authority of any co-trustee or separate trustee
          and any written instruments necessary in connection with the
          resignation or removal of any co-trustee or separate trustee (Section
          6.10);

                     (T)  the furnishing to the Indenture Trustee of the names
          and addresses of Noteholders during any period when the Indenture
          Trustee is not the Note Registrar (Section 7.1);

                     (U)  the preparation and, after execution by the Issuer,
          filing with the Commission, any applicable state agencies and the
          Indenture Trustee of documents required to be filed on a periodic
          basis with, and summaries thereof as may be required by the rules and
          regulations of, the Commission and any applicable state agencies and
          the transmission of such summaries, as necessary, to the Noteholders
          (Section 7.3);

                     (V)  the opening of one or more accounts in the Issuer's
          name, the preparation and delivery of Issuer Orders, Officer's
          Certificates and Opinions of Counsel and all other actions necessary
          with respect to the investment and reinvestment of funds in the
          Collection Account and the Reserve Account (Sections 8.2 and 8.3);

                     (W)  the preparation and delivery of an Issuer Request and
          Officer's Certificate and the obtaining of an Opinion of Counsel and
          Independent Certificates, if necessary, for the release of the Trust
          Estate (Sections 8.4 and 8.5);

                     (X)  the preparation and delivery of Issuer Orders and the
          obtaining of an Opinion of Counsel with respect to the execution of
          supplemental indentures and the mailing to the Noteholders, the
          Insurer and the Rating Agencies, as applicable, of notices with
          respect to such supplemental indentures (Sections 9.1, 9.2 and 9.3);

                     (Y)  the execution and delivery of new Notes conforming to
          any supplemental indenture (Section 9.6);

                     (Z)  the duty to notify Noteholders of redemption of the
          Notes or to cause the Indenture Trustee to provide such notification
          (Section 10.2);

                    (AA)  the preparation and delivery of Officer's Certificates
          and the obtaining of an Opinion of Counsel and Independent
          Certificates, if necessary, with respect to any requests by the Issuer
          to the Indenture Trustee to take any action under the Indenture
          (Section 11.1(a));

                                       4



                    (BB)  the preparation and delivery of Officer's Certificates
          and the obtaining of Opinions of Counsel and Independent Certificates,
          if necessary, for the release of property from the lien of the
          Indenture (Section 11.1(b));

                    (CC)  the preparation and delivery of written notice to the
          Rating Agencies, upon the failure of the Indenture Trustee to give
          such notification, of the information required pursuant to the
          Indenture (Section 11.4);

                    (DD)  the preparation and delivery to the Noteholders and
          the Indenture Trustee of any agreements with respect to alternate
          payment and notice provisions (Section 11.6);

                    (EE)  the recording of the Indenture, if applicable (Section
          11.15); and

                    (FF)  the preparation of Definitive Notes in accordance with
          the instructions of the Clearing Agency (Section 2.13).

               (ii)  The Administrator shall:

                     (A)  pay the Indenture Trustee from time to time such
          compensation and fees for all services rendered by the Indenture
          Trustee under the Indenture as have been agreed to in a separate fee
          schedule between the Administrator and the Indenture Trustee (which
          compensation shall not be limited by any provision of law in regard to
          the compensation of a trustee of an express trust);

                     (B)  except as otherwise expressly provided in the
          Indenture, reimburse the Indenture Trustee upon its request for all
          reasonable expenses, disbursements and advances incurred or made by
          the Indenture Trustee in accordance with any provision of the
          Indenture (including the reasonable compensation, expenses and
          disbursements of its agents and counsel), except any such expense,
          disbursement or advance as may be attributable to its negligence or
          bad faith;

                     (C)  indemnify the Indenture Trustee and its agents for,
          and hold them harmless against, any loss, liability or expense
          incurred without negligence or bad faith on their part arising out of
          or in connection with the acceptance or administration of the
          transactions contemplated by the Indenture, including the reasonable
          costs and expenses of defending themselves against any claim or
          liability in connection with the exercise or performance of any of
          their powers or duties under the Indenture; and

                     (D)  indemnify the Owner Trustee and its agents for, and
          hold them harmless against, any loss, liability or expense incurred
          without negligence or bad faith on their part arising out of or in
          connection with the acceptance or administration of the transactions
          contemplated by the Trust Agreement, including the reasonable costs
          and expenses of defending themselves against any

                                       5



          claim or liability in connection with the exercise or performance of
          any of their powers or duties under the Trust Agreement.

          (b)  Additional Duties.

               (i)   In addition to the duties of the Administrator set forth
     above, the Administrator shall perform such calculations and shall prepare
     or shall cause the preparation by other appropriate persons of, and shall
     execute on behalf of the Issuer or the Owner Trustee, all such documents,
     reports, filings, instruments, certificates and opinions that the Issuer or
     the Owner Trustee is obligated to prepare pursuant to the Related
     Agreements or Section 5.5(i), (ii), (iii) or (iv) of the Trust Agreement,
     and at the request of the Owner Trustee shall take all appropriate action
     that the Issuer or the Owner Trustee is obligated to take pursuant to the
     Related Agreements. In furtherance of the foregoing, the Owner Trustee
     shall, on behalf of itself and the Issuer, execute and deliver to the
     Administrator and to each successor Administrator appointed pursuant to the
     terms hereof, one or more powers of attorney substantially in the form of
     Exhibit A hereto, appointing the Administrator the attorney-in-fact of the
     Owner Trustee and the Issuer for the purpose of executing on behalf of the
     Owner Trustee and the Issuer all such documents, reports, filings,
     instruments, certificates and opinions. Subject to Section 6 of this
     Agreement, and in accordance with the directions of the Owner Trustee, the
     Administrator shall administer, perform or supervise the performance of
     such other activities in connection with the Collateral (including the
     Related Agreements) as are not covered by any of the foregoing provisions
     and as are expressly requested by the Owner Trustee and are reasonably
     within the capability of the Administrator.

               (ii)  Notwithstanding anything in this Agreement or the Related
     Agreements to the contrary, the Administrator shall be responsible for
     promptly notifying the Owner Trustee in the event that any withholding tax
     is imposed on the Issuer's payments (or allocations of income) to a
     registered holder of the beneficial interests in the Issuer as contemplated
     in Section 5.2(c) of the Trust Agreement. Any such notice shall specify the
     amount of any withholding tax required to be withheld by the Owner Trustee
     pursuant to such provision.

               (iii) Notwithstanding anything in this Agreement or the
     Transaction Documents to the contrary, the Administrator shall be
     responsible for performance of the duties of the Issuer or the Owner
     Trustee set forth in Section 5.5(i), (ii), (iii) and (iv) and Section
     5.6(a) of the Trust Agreement with respect to, among other things,
     accounting and reports to the beneficial owners of the interests in the
     Issuer.

               (iv)  The Administrator shall deliver to the Owner Trustee and
     the Indenture Trustee, on or before February 15, 20[__], a certificate of
     an Authorized Officer in form and substance satisfactory to the Owner
     Trustee as to whether any tax withholding is then required and, if
     required, the procedures to be followed with respect thereto to comply with
     the requirements of the Code. The Administrator shall update such
     certificate if any additional tax withholding is subsequently required or
     any previously required tax withholding shall no longer be required.

                                       6



               (v)   The Administrator shall perform the duties of the
     Administrator specified in Section 10.2 of the Trust Agreement required to
     be performed in connection with the resignation or removal of the Owner
     Trustee, and any other duties expressly required to be performed by the
     Administrator under the Trust Agreement or any other Related Agreement.

               (vi)  In carrying out the foregoing duties or any of its other
     obligations under this Agreement, the Administrator may enter into
     transactions or otherwise deal with any of its affiliates; provided,
     however, that the terms of any such transactions or dealings shall be in
     accordance with any directions received from the Issuer and shall be, in
     the Administrator's opinion, no less favorable to the Issuer than would be
     available from unaffiliated parties.

          (c)  Non-Ministerial Matters.

               (i)   The Administrator shall not take any action with respect to
     matters that, in the reasonable judgment of the Administrator, are
     non-ministerial unless within a reasonable time before the taking of such
     action the Administrator shall have notified the Issuer and the Insurer (if
     no Insurer Default shall have occurred and be continuing) of the proposed
     action and the Issuer shall not have withheld consent, which consent shall
     not be unreasonably withheld or delayed, or provided an alternative
     direction. For the purpose of the preceding sentence, "non-ministerial"
     matters shall include, without limitation:

                     (A)  the amendment of or any supplement to the Indenture;

                     (B)  the initiation of any claim or lawsuit by the Issuer
          or the compromise of any action, claim or lawsuit brought by or
          against the Issuer (other than in connection with the collection of
          the Receivables or Permitted Investments);

                     (C)  the amendment, change or modification of the Related
          Agreements;

                     (D)  the appointment of successor Note Registrars,
          successor Paying Agents or successor Indenture Trustees pursuant to
          the Indenture, the appointment of successor Administrators or
          Successor Servicers or the consent to the assignment by the Note
          Registrar, the Paying Agent or the Indenture Trustee of its
          obligations under the Indenture; and

                     (E)  the removal of the Indenture Trustee.

               (ii)  Notwithstanding anything to the contrary in this Agreement,
     the Administrator shall not be obligated to, and shall not, (A) make any
     payments to the Noteholders under the Related Agreements or (B) take any
     other action that the Issuer directs the Administrator not to take on its
     behalf.

                                       7



          SECTION 3.  Records. The Administrator shall maintain appropriate
books of account and records relating to services performed hereunder, which
books of account and records shall be accessible for inspection by the Issuer
and the Company at any time during normal business hours.

          SECTION 4.  Compensation. As compensation for the performance of the
Administrator's obligations under this Agreement, and as reimbursement for its
expenses related thereto, the Administrator shall be entitled to $500 per month,
which compensation shall be solely an obligation of the Servicer.

          SECTION 5.  Additional Information to be Furnished to the Issuer. The
Administrator shall furnish to the Issuer from time to time such additional
information regarding the Collateral as the Issuer may reasonably request.

          SECTION 6.  Independence of the Administrator. For all purposes of
this Agreement, the Administrator shall be an independent contractor and shall
not be subject to the supervision of the Issuer or the Owner Trustee with
respect to the manner in which it accomplishes the performance of its
obligations hereunder. Unless expressly authorized by the Issuer, the
Administrator shall have no authority to act for or represent the Issuer or the
Owner Trustee in any way and shall not otherwise be deemed an agent of the
Issuer or the Owner Trustee.

          SECTION 7.  No Joint Venture. Nothing contained in this Agreement (i)
shall constitute the Administrator and either the Issuer or the Owner Trustee as
members of any partnership, joint venture, association, syndicate,
unincorporated business or other separate entity, (ii) shall be construed to
impose any liability as such on any of them or (iii) shall be deemed to confer
on any of them any express, implied or apparent authority to incur any
obligation or liability on behalf of the others.

          SECTION 8.  Other Activities of Administrator. Nothing contained in
this Agreement shall prevent the Administrator or its affiliates from engaging
in other businesses or, in its sole discretion, from acting in a similar
capacity as an administrator for any other person or entity even though such
person or entity may engage in business activities similar to those of the
Issuer, the Owner Trustee or the Indenture Trustee.

          SECTION 9.  Term of Agreement; Resignation and Removal of
Administrator.

          (a)  This Agreement shall continue in full force and effect until the
dissolution of the Issuer, upon which event this Agreement shall automatically
terminate.

          (b)  Subject to Sections 9(e) and 9(f), the Administrator may resign
its duties hereunder by providing the Issuer with at least sixty (60) days'
prior written notice.

          (c)  Subject to Sections 9(e) and 9(f), the Issuer may remove the
Administrator without cause by providing the Administrator with at least sixty
(60) days' prior written notice.

                                       8



          (d)  Subject to Sections 9(e) and 9(f), at the sole option of the
Issuer, the Issuer may remove the Administrator immediately upon written notice
of termination from the Issuer to the Administrator if any of the following
events shall occur and be continuing:

               (i)   the Administrator shall default in the performance of any
     of its duties under this Agreement and, after notice of such default, shall
     not cure such default within ten (10) days (or, if such default cannot be
     cured in such time, shall not give within ten (10) days such assurance of
     cure as shall be reasonably satisfactory to the Issuer);

               (ii)  a court having jurisdiction in the premises shall enter a
     decree or order for relief, and such decree or order shall not have been
     vacated within sixty (60) days, in respect of the Administrator in any
     involuntary case under any applicable bankruptcy, insolvency or other
     similar law now or hereafter in effect or appoint a receiver, liquidator,
     assignee, trustee, custodian, sequestrator or other similar official for
     the Administrator or any substantial part of its property or order the
     winding-up or liquidation of its affairs; or

               (iii) the Administrator shall commence a voluntary case under any
     applicable bankruptcy, insolvency or other similar law now or hereafter in
     effect, shall consent to the entry of an order for relief in an involuntary
     case under any such law, shall consent to the appointment of a receiver,
     liquidator, assignee, trustee, custodian, sequestrator or other similar
     official for the Administrator or any substantial part of its property,
     shall consent to the taking of possession by any such official of any
     substantial part of its property, shall make any general assignment for the
     benefit of creditors or shall fail generally to pay its debts as they
     become due.

          If any of the events specified in clauses (ii) or (iii) of this
Section 9(d) shall occur, the Administrator shall give written notice thereof to
the Issuer and the Indenture Trustee within seven (7) days after the occurrence
of such event.

          (e)  No resignation or removal of the Administrator pursuant to
Section 9(d) shall be effective until (i) a successor Administrator shall have
been appointed by the Issuer and (ii) such successor Administrator shall have
agreed in writing to be bound by the terms of this Agreement in the same manner
as the Administrator is bound hereunder.

          (f)  The appointment of any successor Administrator shall be effective
only with the consent of the Insurer (if no Insurer Default shall have occurred
and be continuing) and after satisfaction of the Rating Agency Condition with
respect to such appointment.

          (g)  Subject to Sections 9(e) and 9(f), the Administrator acknowledges
that upon the appointment of a Successor Servicer pursuant to the Sale and
Servicing Agreement the Administrator shall immediately resign and such
Successor Servicer shall automatically become the Administrator under this
Agreement.

          SECTION 10. Action upon Termination, Resignation or Removal. Promptly
upon the effective date of termination of this Agreement pursuant to Section
9(a), the resignation of the Administrator pursuant to Section 9(b) or the
removal of the Administrator pursuant to Section 9(c) or (d), the Administrator
shall be entitled to be paid all fees and reimbursable expenses accruing to it
to the date of such termination, resignation or removal. The

                                       9



Administrator shall forthwith upon such termination pursuant to Section 9(a)
deliver to the Issuer all property and documents of or relating to the
Collateral then in the custody of the Administrator. In the event of the
resignation of the Administrator pursuant to Section 9(b) or the removal of the
Administrator pursuant to Section 9(c) or (d), the Administrator shall cooperate
with the Issuer and take all reasonable steps requested by the Issuer to assist
the Issuer in making an orderly transfer of the duties of the Administrator.

          SECTION 11. Notices. All demands, notices and other communications
under this Agreement shall be in writing, personally delivered, sent by
telecopier, overnight courier or mailed by certified mail, return receipt
requested, and shall be deemed to have been duly given upon receipt (i) in the
case of the Issuer, to CarMax Auto Owner Trust 20[__]-[__] c/o the Owner Trustee
at the following address: [____________________], [____________________],
Attention: [____________________], (ii) in the case of the Administrator, at the
following address: 4900 Cox Road, Glen Allen, Virginia 23060, Attention:
Treasury Department, (iii) in the case of the Indenture Trustee, at the
following address: [____________________], [____________________], Attention:
[____________________], and (iv) in the case of the Insurer, at the following
address: [____________________], [____________________], Attention:
[____________________], or, in each case, to such other address as any party
shall have provided to the other parties in writing.

          SECTION 12. Amendments. This Agreement may be amended from time to
time by the Issuer, the Administrator and the Indenture Trustee, without the
consent of any of the Noteholders or the Certificateholders but with the consent
of the Insurer (if no Insurer Default shall have occurred and be continuing), to
cure any ambiguity, to correct or supplement any provision herein that may be
inconsistent with any other provision herein or for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Agreement which will not be inconsistent with other provisions of this
Agreement; provided, however, that no such amendment may materially adversely
affect the interests of any Noteholder or Certificateholder. This Agreement may
also be amended from time to time by the Issuer, the Administrator and the
Indenture Trustee, with the consent of the Insurer (if no Insurer Default shall
have occurred and be continuing) and with the consent of the Holders of Notes
evidencing not less than 51% of the Note Balance or, if the Notes have been paid
in full, the Holders of Certificates evidencing not less than 51% of the
Certificate Balance, for the purpose of adding any provisions to, or changing in
any manner or eliminating any of the provisions of, this Agreement or modifying
in any manner the rights of the Noteholders or the Certificateholders; provided,
however, that no such amendment may:

               (i)   increase or reduce in any manner the amount of, or
     accelerate or delay the timing of, collections of payments on or in respect
     of the Receivables or distributions that are required to be made for the
     benefit of the Noteholders or the Certificateholders without the consent of
     all Noteholders and Certificateholders adversely affected by such
     amendment; or

               (ii)  reduce the percentage of the Note Balance or the percentage
     of the Certificate Balance the consent of the Holders of which is required
     for any amendment to this Agreement without the consent of all the
     Noteholders and Certificateholders adversely affected by such amendment.

                                       10



          An amendment to this Agreement shall be deemed not to materially
adversely affect the interests of any Noteholder or Certificateholder if the
Person requesting such amendment obtains and delivers to the Owner Trustee and
the Indenture Trustee an Opinion of Counsel to that effect or the Rating Agency
Condition is satisfied. Notwithstanding the foregoing, (x) no amendment to this
Agreement will be permitted without the consent of the Insurer if such amendment
would reasonably be expected to materially adversely affect the interests of the
Insurer and (y) the Administrator may not amend this Agreement without the
consent of the Depositor, which consent shall not be unreasonably withheld.

          SECTION 13. Successors and Assigns. This Agreement may not be assigned
by the Administrator unless such assignment is previously consented to in
writing by the Issuer, the Owner Trustee and the Insurer (if no Insurer Default
shall have occurred and be continuing) and the Rating Agency Condition has been
satisfied with respect to such assignment. An assignment with such consent and
satisfaction, if accepted by the assignee, shall bind the assignee hereunder in
the same manner as the Administrator is bound hereunder. Notwithstanding the
foregoing, this Agreement may be assigned by the Administrator without the
consent of the Issuer or the Owner Trustee to a corporation or other
organization that is a successor (by merger, consolidation or purchase of
assets) to the Administrator; provided, however, that such successor
organization executes and delivers to the Issuer, the Owner Trustee and the
Indenture Trustee an agreement in which such corporation or other organization
agrees to be bound hereunder by the terms of such assignment in the same manner
as the Administrator is bound hereunder. Subject to the foregoing, this
Agreement shall bind any successors or assigns of the parties hereto.

          SECTION 14. GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AND THE OBLIGATIONS, RIGHTS
AND REMEDIES OF THE PARTIES UNDER THIS AGREEMENT SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAWS
PROVISIONS THEREOF WHICH MAY REQUIRE THE APPLICATION OF THE LAWS OF ANY OTHER
JURISDICTION (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATION LAW).

          SECTION 15. Counterparts. This Agreement may be executed in two or
more counterparts and by different parties on separate counterparts, each of
which shall be an original, but all of which together shall constitute but one
and the same instrument.

          SECTION 16. Severability. If any provision of this Agreement shall be
invalid, illegal or unenforceable, the validity, legality, and enforceability of
the remaining provisions of this Agreement shall not in any way be affected or
impaired thereby.

          SECTION 17. Not Applicable to CarMax Auto Superstores, Inc. in Other
Capacities. Nothing in this Agreement shall affect any obligation CarMax Auto
Superstores, Inc. may have in any other capacity.

                                       11



          SECTION 18. Limitation of Liability of Owner Trustee and Indenture
Trustee.

          (a)  Notwithstanding anything contained herein to the contrary, this
Agreement has been countersigned by the Owner Trustee not in its individual
capacity but solely in its capacity as Owner Trustee of the Issuer, and in no
event shall the Owner Trustee in its individual capacity have any liability for
the representations, warranties, covenants, agreements or other obligations of
the Issuer hereunder or in any of the certificates, notices or agreements
delivered pursuant hereto, as to all of which recourse shall be had solely to
the assets of the Issuer. For all purposes of this Agreement, in the performance
of any duties or obligations of the Issuer hereunder, the Owner Trustee shall be
subject to, and entitled to the benefits of, the terms and provisions of
Articles VI, VII and VIII of the Trust Agreement.

          (b)  Notwithstanding anything contained herein to the contrary, this
Agreement has been countersigned by the Indenture Trustee not in its individual
capacity but solely as Indenture Trustee, and in no event shall the Indenture
Trustee in its individual capacity have any liability for the representations,
warranties, covenants, agreements or other obligations of the Issuer hereunder
or in any of the certificates, notices or agreements delivered pursuant hereto,
as to all of which recourse shall be had solely to the assets of the Issuer.

          SECTION 19. Third-Party Beneficiary. The Owner Trustee is a
third-party beneficiary of this Agreement and is entitled to the rights and
benefits hereunder and may enforce the provisions hereof as if it were a party
hereto.

          SECTION 20. Successor Servicer and Administrator. The Administrator
shall undertake, as promptly as possible after the giving of notice of
termination to the Servicer of the Servicer's rights and powers pursuant to
Section 8.2 of the Sale and Servicing Agreement, to enforce the provisions of
such Section 8.2 with respect to the appointment of a successor Servicer. Such
successor Servicer shall, upon compliance with the second to last sentence of
Section 8.2 of the Sale and Servicing Agreement, become the successor
Administrator hereunder; provided, however, that if the Indenture Trustee shall
become such successor Administrator, the Indenture Trustee shall not be required
to perform any obligations or duties or conduct any activities as successor
Administrator that would be prohibited by law and not within the banking and
trust powers of the Indenture Trustee. In such event, the Indenture Trustee may
appoint a sub-administrator to perform such obligations and duties. Any transfer
of servicing pursuant to Section 8.2 of the Sale and Servicing Agreement and
related succession as Administrator hereunder shall not constitute an assumption
by the related successor Administrator of any liability of the related outgoing
Administrator arising out of any breach by such outgoing Administrator of such
outgoing Administrator's duties hereunder prior to such transfer.

          SECTION 21. Nonpetition Covenants.

          (a)  Notwithstanding any prior termination of this Agreement, the
Depositor, the Administrator, the Owner Trustee and the Indenture Trustee shall
not at any time acquiesce, petition or otherwise invoke or cause the Issuer to
invoke the process of any court or government authority for the purpose of
commencing or sustaining a case against the Issuer under any federal or state
bankruptcy, insolvency or similar law or appointing a receiver, liquidator,
assignee,

                                       12



trustee, custodian, sequestrator or other similar official of the Issuer or any
substantial part of its property, or ordering the winding up or liquidation of
the affairs of the Issuer.

          (b)  Notwithstanding any prior termination of this Agreement, the
Issuer, the Administrator, the Owner Trustee and the Indenture Trustee shall not
at any time acquiesce, petition or otherwise invoke or cause the Depositor to
invoke the process of any court or government authority for the purpose of
commencing or sustaining a case against the Depositor under any federal or state
bankruptcy, insolvency or similar law or appointing a receiver, liquidator,
assignee, trustee, custodian, sequestrator or other similar official of the
Depositor or any substantial part of its property, or ordering the winding up or
liquidation of the affairs of the Depositor.

                            [SIGNATURE PAGE FOLLOWS]

                                       13



           IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed by their respective officers, thereunto duly authorized, all as
of the day and year first above written.

                                          CARMAX AUTO OWNER TRUST 20[__]-[__]

                                          By: [____________________],
                                          not in its individual capacity but
                                          solely as Owner Trustee


                                          By:
                                             -----------------------------------
                                             Name:
                                             Title:


                                          [____________________],
                                          not in its individual capacity but
                                          solely as Indenture Trustee


                                          By:
                                             -----------------------------------
                                             Name:
                                             Title:


                                          CARMAX AUTO SUPERSTORES, INC.,
                                          as Administrator


                                          By:
                                             -----------------------------------
                                             Name:
                                             Title:


                                      S-1

Administration Agreement



                                                                       EXHIBIT A

                                POWER OF ATTORNEY

STATE OF NEW YORK   )
                    )
COUNTY OF NEW YORK  )

          KNOW ALL MEN BY THESE PRESENTS, that [____________________], a
[____________________], not in its individual capacity but solely as owner
trustee (the "Owner Trustee") for CarMax Auto Owner Trust 20[__]-[__], a
Delaware statutory trust (the "Issuer"), does hereby make, constitute and
appoint CARMAX AUTO SUPERSTORES, INC., a Virginia corporation (the
"Administrator"), as administrator under the Administration Agreement dated as
of [__________], 20[__] (the "Administration Agreement"), among the Issuer, the
Administrator and [____________________], a [____________________], as Indenture
Trustee, as the same may be amended from time to time, and its agents and
attorneys, as attorneys-in-fact to execute on behalf of the Owner Trustee or the
Issuer all such documents, reports, filings, instruments, certificates and
opinions as the Owner Trustee or the Issuer is obligated to prepare, file or
deliver pursuant to the Related Agreements or pursuant to Section 5.5(i), (ii),
(iii) or (iv) of the Trust Agreement, including, without limitation, to appear
for and represent the Owner Trustee and the Issuer in connection with the
preparation, filing and audit of federal, state and local tax returns pertaining
to the Issuer, and with full power to perform any and all acts associated with
such returns and audits that the Owner Trustee could perform, including without
limitation, the right to distribute and receive confidential information, defend
and assert positions in response to audits, initiate and defend litigation, and
to execute waivers of restrictions on assessments of deficiencies, consents to
the extension of any statutory or regulatory time limit and settlements. All
powers of attorney for this purpose heretofore filed or executed by the Owner
Trustee are hereby revoked. All capitalized terms used but not defined in this
power of attorney shall have the respective meanings set forth in the
Administration Agreement.

                                      A-1



                EXECUTED this [___] day of [__________], 20[__].


                                          [____________________],
                                          not in its individual capacity but
                                          solely as Owner Trustee


                                          By:
                                             -----------------------------------
                                              Name:
                                              Title:


STATE OF NEW YORK     )
                      ) ss.:
COUNTY OF ___________ )

          BEFORE ME, the undersigned authority, a Notary Public in and for said
county and state, on this day personally appeared ____________________, known to
me to be the person and officer whose name is subscribed to the foregoing
instrument, and acknowledged to me that the same was the act of
[____________________], a [____________________], and that said person executed
the same for the purpose and consideration therein expressed, and in the
capacities therein stated.

          GIVEN UNDER MY HAND AND SEAL OF OFFICE, this [____] day of
[__________], 20[__].

                                          --------------------------------
                                          Notary Public in and for
                                          the State of New York


[SEAL]


My commission expires: ____________


                                      A-2

EX-10.3.1

Exhibit 10.3.1 - Form of Receivables Purchase Agreement


                         CARMAX AUTO SUPERSTORES, INC.,
                                   as Seller,

                                       and

                            CARMAX AUTO FUNDING LLC,
                                  as Purchaser


                                   ----------

                         RECEIVABLES PURCHASE AGREEMENT
                        Dated as of [__________], 20[__]

                                   ----------



                                TABLE OF CONTENTS
                                                                            Page
                                                                            ----

                                    ARTICLE I
                                   DEFINITIONS

SECTION 1.1    Definitions.....................................................1
SECTION 1.2    Other Definitional Provisions...................................3

                                   ARTICLE II
                            CONVEYANCE OF RECEIVABLES

SECTION 2.1    Sale and Conveyance of Receivables..............................4
SECTION 2.2    Receivables Purchase Price; Payments on the Receivables.........5
SECTION 2.3    Transfer of Receivables.........................................5
SECTION 2.4    Examination of Receivable Files.................................5
SECTION 2.5    Expenses........................................................5

                                   ARTICLE III
                         REPRESENTATIONS AND WARRANTIES

SECTION 3.1    Representations and Warranties of the Purchaser.................6
SECTION 3.2    Representations and Warranties of the Seller....................6

                                   ARTICLE IV
                                   CONDITIONS

SECTION 4.1    Conditions to Obligation of the Purchaser.......................7
SECTION 4.2    Conditions to Obligation of the Seller..........................9

                                    ARTICLE V
                             COVENANTS OF THE SELLER

SECTION 5.1    Protection of Right, Title and Interest in, to and Under
               the Receivables................................................10
SECTION 5.2    Security Interests.............................................11
SECTION 5.3    Delivery of Payments...........................................11
SECTION 5.4    No Impairment..................................................11
SECTION 5.5    Costs and Expenses.............................................11
SECTION 5.6    Hold Harmless..................................................12

                                   ARTICLE VI
                            MISCELLANEOUS PROVISIONS

SECTION 6.1    Amendment......................................................12
SECTION 6.2    Termination....................................................12
SECTION 6.3    Governing Law..................................................13
SECTION 6.4    Notices........................................................13
SECTION 6.5    Severability of Provisions.....................................13
SECTION 6.6    Further Assurances.............................................13
SECTION 6.7    No Waiver; Cumulative Remedies.................................13
SECTION 6.8    Counterparts...................................................13

                                       i



                                                                            Page
                                                                            ----
SECTION 6.9    Third-Party Beneficiaries......................................13
SECTION 6.10   Headings and Table of Contents.................................14
SECTION 6.11   Representations, Warranties and Agreements to Survive..........14
SECTION 6.12   No Proceedings.................................................14
SECTION 6.13   Accountant's Letters...........................................14
SECTION 6.14   Obligations of Purchaser.......................................14

                                    SCHEDULES

Schedule A     Receivables Schedule

                                    EXHIBITS

Exhibit A      Bill of Sale and Assignment
Exhibit B      Form of Retail Installment Sale Contract

                                       ii



                         RECEIVABLES PURCHASE AGREEMENT

          This Receivables Purchase Agreement, dated as of [__________], 20[__],
is between CarMax Auto Superstores, Inc., a Virginia corporation ("CarMax"), as
seller (the "Seller"), and CarMax Auto Funding LLC, a Delaware limited liability
company ("CarMax Funding"), as purchaser.

          WHEREAS, in the regular course of business, the Seller and certain
affiliates of the Seller originate motor vehicle retail installment sale
contracts secured by new and used motor vehicles;

          WHEREAS, the Seller intends to convey all of its right, title and
interest in and to contracts having an aggregate outstanding principal balance
of $[_______________] as of the close of business on [__________], 20[__] (the
"Receivables") to the Purchaser and, concurrently with its purchase of the
Receivables, the Purchaser shall convey all of its right, title and interest in
and to the Receivables to CarMax Auto Owner Trust 20[__]-[__], as issuer (the
"Issuer") pursuant to a Sale and Servicing Agreement, dated as of [__________],
20[__] (the "Sale and Servicing Agreement"), among the Issuer, CarMax Funding,
as depositor, and CarMax, as servicer; and

          WHEREAS, the Seller and the Purchaser wish to set forth the terms
pursuant to which the Receivables are to be sold by the Seller to the Purchaser;

          NOW, THEREFORE, in consideration of the mutual terms and covenants
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

                                    ARTICLE I
                                   DEFINITIONS

          SECTION 1.1 Definitions. Whenever used in this Agreement, the
following words and phrases shall have the following meanings:

          "Agreement" shall mean this Receivables Purchase Agreement and all
amendments hereof and supplements hereto.

          "Base Prospectus" shall mean the prospectus, dated [__________],
20[__], of the Purchaser relating to the public offering by the Purchaser of the
Notes.

          "Bill of Sale" shall mean the Bill of Sale and Assignment,
substantially in the form attached hereto as Exhibit A.

          "CarMax" shall mean CarMax Auto Superstores, Inc., a Virginia
corporation, and its successors.

          "CarMax Funding" shall mean CarMax Auto Funding LLC, a Delaware
limited liability company, and its successors.



          "Class A Notes" shall mean the Class A-1 Notes, the Class A-2 Notes,
the Class A-3 Notes and the Class A-4 Notes issued pursuant to the Indenture.

          "Class B Notes" shall mean the Class B Notes issued pursuant to the
Indenture.

          "Class C Notes" shall mean the Class C Notes issued pursuant to the
Indenture.

          "Closing Date" shall mean [__________], 20[__].

          "Cutoff Date" shall mean [__________], 20[__].

          "Depositor" shall mean CarMax Auto Funding LLC, a Delaware limited
liability company, as Depositor under the Trust Agreement, and its successors in
such capacity.

          "Indenture" shall mean the Indenture, dated as of [__________],
20[__], between the Issuer and the Indenture Trustee, as amended, supplemented
or otherwise modified and in effect from time to time.

          "Indenture Trustee" shall mean [____________________], as indenture
trustee under the Indenture, and its successors in such capacity.

          "Initial Reserve Account Deposit" shall mean $[_______________].

          "Issuer" shall mean CarMax Auto Owner Trust 20[__]-[__], a Delaware
statutory trust, and its successors.

          "Noteholders" shall mean the registered holders of the Notes.

          "Notes" shall mean the Class A Notes, the Class B Notes and the Class
C Notes.

          "Owner Trustee" shall mean [____________________], as owner trustee
under the Trust Agreement, and its successors in such capacity.

          "Prospectus Supplement" shall mean the final prospectus supplement,
dated [__________], 20[__], of the Purchaser relating to the public offering by
the Purchaser of the Notes.

          "Prospectus" shall mean the Prospectus Supplement and the Base
Prospectus of the Purchaser relating to the public offering by the Purchaser of
the Notes.

          "Purchaser" shall mean CarMax Funding, in its capacity as purchaser of
the Receivables under this Agreement, and its successors in such capacity.

          "Receivables" shall mean the motor vehicle retail installment sale
contracts sold by the Seller to the Purchaser pursuant to this Agreement and
identified on the Receivables Schedule.

          "Receivables Purchase Price" shall mean $[_______________].

                                       2



          "Receivables Schedule" shall mean the schedule of receivables attached
as Schedule A hereto, as amended, supplemented or otherwise modified and in
effect from time to time.

          "Representative" shall mean [____________________], as representative
of the Underwriters.

          "Sale and Servicing Agreement" shall have the meaning specified in the
recitals.

          "Seller" shall mean CarMax, in its capacity as seller of the
Receivables under this Agreement, and its successors in such capacity.

          "State" shall mean any of the 50 states of the United States of
America or the District of Columbia.

          "Transaction Documents" shall mean this Agreement, the Trust
Agreement, the Sale and Servicing Agreement, the Indenture, the Administration
Agreement and the other documents and certificates delivered in connection
therewith, in each case as amended, supplemented or otherwise modified and in
effect from time to time.

          "Trust Agreement" shall mean the Trust Agreement, dated as of
[__________], 20[__], between CarMax Funding and the Owner Trustee, as amended
and restated by the Amended and Restated Trust Agreement, dated as of
[__________], 20[__], between CarMax Funding and the Owner Trustee.

          "Trustee" shall mean either the Owner Trustee or the Indenture
Trustee, as the context requires.

          "UCC" shall mean the Uniform Commercial Code as in effect in the
applicable jurisdiction.

          "Underwriters" shall mean the underwriters named in Schedule A to the
Underwriting Agreement.

          "Underwriting Agreement" shall mean the Underwriting Agreement, dated
[__________], 20[__], between CarMax Funding and the Representative, relating to
the purchase of the Notes by the Underwriters from CarMax Funding.

          SECTION 1.2   Other Definitional Provisions.

          (a)  Capitalized terms used herein that are not otherwise defined
shall have the meanings ascribed thereto in the Sale and Servicing Agreement.

          (b)  The words "hereof", "herein" and "hereunder" and words of similar
import when used in this Agreement shall refer to this Agreement as a whole and
not to any particular provision of this Agreement; Section, subsection, Schedule
and Exhibit references contained in this Agreement are references to Sections,
subsections, Schedules and Exhibits in or to this

                                       3



Agreement unless otherwise specified; the term "proceeds" shall have the meaning
set forth in the applicable UCC; and the word "including" shall mean including
without limitation.

                                   ARTICLE II
                            CONVEYANCE OF RECEIVABLES

          SECTION 2.1   Sale and Conveyance of Receivables.

          (a)  The Seller hereby sells, transfers, assigns, sets over and
otherwise conveys to the Purchaser, and the Purchaser hereby purchases from the
Seller, without recourse (subject to the Seller's obligations hereunder), all of
the right, title and interest of the Seller in, to and under the following:

               (i)    the Receivables;

               (ii)   all amounts received on or in respect of the Receivables
     (including proceeds of the repurchase of Receivables by the Seller pursuant
     to Section 3.2(f)) after the Cutoff Date;

               (iii)  the security interests in the Financed Vehicles granted by
     the Obligors pursuant to the Receivables;

               (iv)   all proceeds from claims on or refunds of premiums of any
     physical damage or theft insurance policies covering the Financed Vehicles
     and any proceeds or refunds of premiums of any credit life or credit
     disability insurance policies relating to the Financed Vehicles or the
     Obligors;

               (v)    the Receivable Files;

               (vi)   the right to realize upon any property (including the
     right to receive future Liquidation Proceeds) that shall have secured a
     Receivable and have been repossessed by or on behalf of the Issuer; and

               (vii)  all present and future claims, demands, causes of action
     and choses in action in respect of any or all of the foregoing and all
     payments on or under and all proceeds of every kind and nature whatsoever
     in respect of any or all of the foregoing, including all proceeds of the
     conversion thereof, voluntary or involuntary, into cash or other liquid
     property, all cash proceeds, accounts, accounts receivable, notes, drafts,
     acceptances, chattel paper, checks, deposit accounts, insurance proceeds,
     condemnation awards, rights to payment of any and every kind and other
     forms of obligations and receivables, instruments and other property which
     at any time constitute all or part of or are included in the proceeds of
     any of the foregoing.

          (b)  The parties hereto intend that the conveyance of the Receivables
and related property hereunder be a sale and not a loan. In the event that the
conveyance hereunder is not for any reason considered a sale, the Seller hereby
grants to the Purchaser a first priority perfected security interest in all of
the Seller's right, title and interest in, to and under the Receivables, and all
other property conveyed hereunder and listed in this Section and all

                                       4



proceeds of any of the foregoing. The parties intend that this Agreement
constitute a security agreement under applicable law. Such grant is made to
secure the payment of all amounts payable hereunder, including the Receivables
Purchase Price. If such conveyance is for any reason considered to be a loan and
not a sale, the Seller consents to the Purchaser transferring such security
interest in favor of the Indenture Trustee and transferring the obligation
secured thereby to the Indenture Trustee.

          (c)  The Seller agrees to treat the transfer of the Receivables and
the related property contemplated by Section 2.1(a) for all purposes (including
tax and financial accounting purposes) as an absolute transfer on all relevant
books, records, tax returns, financial statements and other applicable
documents.

          SECTION 2.2   Receivables Purchase Price; Payments on the Receivables.

          (a)  On the Closing Date, in exchange for the Receivables and other
assets described in Section 2.1(a), the Purchaser shall pay the Seller, in
immediately available funds, the Receivables Purchase Price. The Purchaser shall
deposit, from funds it receives from the issuance of the Notes, an amount equal
to the Initial Reserve Account Deposit into the Reserve Account, which amount
shall be an asset of the Trust. The Seller, upon consummation of the
transactions contemplated by the Transaction Documents, shall be the holder of
the Certificates.

          (b)  The Purchaser shall be entitled to, and shall convey such right
to the Owner Trustee pursuant to the Sale and Servicing Agreement, all payments
of principal and interest on or in respect of the Receivables received after the
Cutoff Date.

          SECTION 2.3   Transfer of Receivables. Pursuant to the Sale and
Servicing Agreement, the Purchaser will assign all of its right, title and
interest in, to and under the Receivables and other assets described in Section
2.1(a) to the Issuer. The parties hereto acknowledge that the Issuer will pledge
its rights in, to and under the Receivables and other assets described in
Section 2.1(a) to the Indenture Trustee pursuant to the Indenture. The Purchaser
has the right to assign its interest under this Agreement as may be required to
effect the purposes of the Sale and Servicing Agreement, without the consent of
the Seller, and the Owner Trustee as assignee shall succeed to the rights and
obligations hereunder of the Purchaser.

          SECTION 2.4   Examination of Receivable Files. The Seller will make
the Receivable Files available to the Purchaser or its agent for examination
during normal business hours at the Seller's offices or such other location as
otherwise shall be agreed upon by the Purchaser and the Seller.

          SECTION 2.5   Expenses. The Seller will reimburse the Purchaser for
expenses of the Underwriters in connection with the sale of the Notes, which
expenses are reimbursable to the Underwriters by the Purchaser pursuant to the
Underwriting Agreement.

                                       5



                                   ARTICLE III
                         REPRESENTATIONS AND WARRANTIES

          SECTION 3.1   Representations and Warranties of the Purchaser. The
Purchaser hereby makes the following representations and warranties to the
Seller as of the date of this Agreement and as of the Closing Date:

          (a)  Organization and Good Standing. The Purchaser is a limited
     liability company duly organized, validly existing and in good standing
     under the laws of the State of Delaware, and has power and authority to own
     its properties and to conduct its business as such properties are currently
     owned and such business is presently conducted, and had at all relevant
     times, and shall have, power, authority and legal right to acquire, own and
     sell the Receivables.

          (b)  Power and Authority. The Purchaser has the power and authority to
     execute and deliver this Agreement and to carry out its terms; and the
     execution, delivery and performance of this Agreement has been duly
     authorized by the Purchaser by all necessary action.

          (c)  No Violation. The consummation of the transactions contemplated
     by this Agreement and the fulfillment of the terms hereof shall not
     conflict with, result in any breach of any of the terms and provisions of,
     nor constitute (with or without notice or lapse of time) a default under,
     the limited liability company agreement or certificate of formation of the
     Purchaser, or conflict with or breach any of the material terms or
     provisions of, or constitute (with or without notice or lapse of time) a
     default under, any indenture, agreement or other instrument to which the
     Purchaser is a party or by which it may be bound.

          SECTION 3.2   Representations and Warranties of the Seller.

          (a)  The Seller hereby makes the following representations and
warranties to the Purchaser as of the date of this Agreement and as of the
Closing Date:

               (i)    Organization and Good Standing. The Seller is a
     corporation duly organized, validly existing and in good standing under the
     laws of the Commonwealth of Virginia, and has power and authority to own
     its properties and to conduct its business as such properties are currently
     owned and such business is presently conducted, and had at all relevant
     times, and shall have, power, authority and legal right to acquire, own and
     sell the Receivables.

               (ii)   Power and Authority. The Seller has the power and
     authority to execute and deliver this Agreement and to carry out its terms;
     and the execution, delivery and performance of this Agreement has been duly
     authorized by the Seller by all necessary action.

               (iii)  No Violation. The consummation of the transactions
     contemplated by this Agreement and the fulfillment of the terms hereof
     shall not conflict with, result in any breach of any of the terms and
     provisions of, nor constitute (with or without notice or

                                       6



     lapse of time) a default under, the articles of incorporation or bylaws of
     the Seller, or conflict with or breach any of the material terms or
     provisions of, or constitute (with or without notice or lapse of time) a
     default under, any indenture, agreement or other instrument to which the
     Seller is a party or by which it may be bound.

          (b)  The Seller hereby makes the following representations and
warranties to the Purchaser as of the date of this Agreement and as of the
Closing Date, which representations and warranties shall remain operative and in
full force and effect, shall survive the transfer and conveyance of the
Receivables and other assets described in Section 2.1(a) by the Seller to the
Purchaser and by the Purchaser to the Issuer and shall inure to the benefit of
the Purchaser, the Trustees and the Noteholders:

               (i)      Characteristics of Receivables. Each Receivable (i) has
     been originated by the Seller or an Affiliate of the Seller in the ordinary
     course of business in connection with the sale of a new or used motor
     vehicle and has been fully and properly executed by the parties thereto,
     (ii) contains customary and enforceable provisions such that the rights and
     remedies of the holder thereof are adequate for realization against the
     collateral of the benefits of the security, (iii) provides for level
     monthly payments that fully amortize the Amount Financed by maturity
     (except that the period between the date of such Receivable and the date of
     the first Scheduled Payment may be less than or greater than one month and
     the amount of the first and last Scheduled Payments may be less than or
     greater than the level payments) and yield interest at the related APR,
     (iv) provides for, in the event that such Receivable is prepaid, a
     prepayment that fully pays the Principal Balance of such Receivable with
     interest at the related APR through the date of payment, (v) is a retail
     installment sale contract substantially in the form of Exhibit B to this
     Agreement, (vi) is secured by a new or used motor vehicle that had not been
     repossessed as of the Cutoff Date, (vii) is a Simple Interest Receivable,
     (viii) relates to an Obligor who has made at least one payment under such
     Receivable as of the Cutoff Date and (ix) relates to an Obligor whose
     mailing address is located in any State.

               (ii)     Receivable Schedule. The information set forth in the
     Receivable Schedule was true and correct in all material respects as of the
     opening of business on the Cutoff Date, and no selection procedures
     believed to be adverse to the Depositor and/or the Noteholders were
     utilized in selecting the Receivables from those retail installment sale
     contracts which met the criteria contained in this Agreement. The
     information set forth in the compact disk or other listing regarding the
     Receivables made available to the Depositor and its assigns (which compact
     disk or other listing is required to be delivered as specified herein) is
     true and correct in all material respects.

               (iii)    Compliance with Law. Each Receivable and the sale of the
     related Financed Vehicle complied, at the time such Receivable was
     originated and complies, as of the Closing Date, in all material respects
     with all requirements of applicable federal, state and local laws, and
     regulations thereunder, including usury laws, the Federal Truth-in-Lending
     Act, the Equal Credit Opportunity Act, the Fair Credit Reporting Act, the
     Fair Debt Collection Practices Act, the Federal Trade Commission Act, the
     Magnuson-Moss Warranty Act, the Federal Reserve Board's Regulations B and
     Z, the Soldiers' and Sailors' Civil Relief Act of 1940, state adaptations
     of the National Consumer Act and the

                                       7



     Uniform Consumer Credit Code and any other consumer credit, equal
     opportunity and disclosure laws applicable to such Receivable and sale.

               (iv)     Binding Obligation. Each Receivable represents the
     genuine, legal, valid and binding payment obligation in writing of the
     related Obligor, enforceable by the holder thereof in all material respects
     in accordance with its terms, except as enforceability may be limited by
     bankruptcy, insolvency, reorganization, liquidation or other similar laws
     affecting the enforcement of creditors' rights generally and by general
     principles of equity.

               (v)      No Government Obligor. No Receivable is due from the
     United States of America or any State or from any agency, department or
     instrumentality of the United States of America or any State.

               (vi)     Security Interest in Financed Vehicles. Immediately
     prior to the transfer of the Receivables by the Seller to the Depositor,
     each Receivable was secured by a valid, binding and enforceable first
     priority perfected security interest in favor of the Seller in the related
     Financed Vehicle, which security interest has been validly assigned by the
     Seller to the Depositor. The Servicer has received, or will receive within
     180 days after the Closing Date, the original certificate of title for each
     Financed Vehicle (other than any Financed Vehicle that is subject to a
     certificate of title statute or motor vehicle registration law that does
     not require that the original certificate of title for such Financed
     Vehicle be delivered to the Seller).

               (vii)    Receivables in Force. No Receivable has been satisfied,
     subordinated or rescinded, nor has any Financed Vehicle been released in
     whole or in part from the Lien granted by the related Receivable.

               (viii)   No Waiver. No provision of any Receivable has been
     waived in such a manner that such Receivable fails to meet all of the
     representations and warranties made by the Seller in this Section 3.2(b)
     with respect thereto.

               (ix)     No Defenses. No Receivable is subject to any right of
     rescission, setoff, counterclaim or defense, including the defense of
     usury, and the operation of any of the terms of any Receivable, or the
     exercise of any right thereunder, will not render such Receivable
     unenforceable in whole or in part or subject to any right of rescission,
     setoff, counterclaim or defense, including the defense of usury, and the
     Seller has no knowledge of any such right of rescission, setoff,
     counterclaim or defense being asserted or threatened with respect to any
     Receivable.

               (x)      No Liens. The Seller has no knowledge of any liens or
     claims that have been filed, including liens for work, labor or materials
     or for unpaid state or federal taxes, relating to any Financed Vehicle that
     are prior to, or equal or coordinate with, the security interest in such
     Financed Vehicle created by the related Receivable.

               (xi)     No Default. Except for payment defaults continuing for
     a period of not more than 30 days, the Seller has no knowledge that any
     default, breach, violation or event permitting acceleration under the terms
     of any Receivable has occurred or that any

                                       8



     continuing condition that with notice or the lapse of time or both would
     constitute a default, breach, violation or event permitting acceleration
     under the terms of any Receivable has arisen, and the Seller has not waived
     any such event or condition.

               (xii)    Title. The Seller intends that the transfer of the
     Receivables contemplated by Section 2.1(a) constitute a sale of the
     Receivables from the Seller to the Depositor and that the beneficial
     interest in, and title to, the Receivables not be part of the Seller's
     estate in the event of the filing of a bankruptcy petition by or against
     the Seller under any bankruptcy law. The Seller has not sold, transferred,
     assigned or pledged any Receivable to any Person other than the Depositor.
     Immediately prior to the transfer of the Receivables contemplated by
     Section 2.1(a), the Seller had good and marketable title to the Receivables
     free and clear of any Lien, claim or encumbrance of any Person and,
     immediately upon such transfer, the Depositor shall have good and
     marketable title to the Receivables free and clear of any Lien, claim or
     encumbrance of any Person.

               (xiii)   Security Interest Matters. This Agreement creates a
     valid and continuing "security interest" (as defined in the Relevant UCC)
     in the Receivables in favor of the Depositor, which security interest is
     prior to all other Liens and is enforceable as such as against creditors of
     and purchasers from the Seller. With respect to each Receivable, the Seller
     has taken all steps necessary to perfect its security interest against the
     related Obligor in the related Financed Vehicle. The Receivables constitute
     "tangible chattel paper" (as defined in the Relevant UCC). The Seller has
     caused or will cause prior to the Closing Date the filing of all
     appropriate financing statements in the proper filing offices in the
     appropriate jurisdictions under applicable law necessary to perfect the
     security interest in the Receivables granted to the Depositor under this
     Agreement. Other than the security interest granted to the Depositor under
     this Agreement, the Seller has not pledged, assigned, sold, granted a
     security interest in or otherwise conveyed any of the Receivables. The
     Seller has not authorized the filing of and is not aware of any financing
     statements against the Seller that include a description of collateral
     covering the Receivables other than any financing statement relating to the
     security interest granted to the Depositor under the Sale and Servicing
     Agreement or that has been terminated. The motor vehicle retail installment
     sale contracts that constitute or evidence the Receivables do not have any
     marks or notations indicating that they have been pledged, assigned or
     otherwise conveyed to any Person other than the Depositor, the Trust or the
     Indenture Trustee. The Seller is not aware of any judgment or tax lien
     filings against the Seller.

               (xiv)    Financing Statements. All financing statements filed or
     to be filed against the Seller in favor of the Trust (as assignee of the
     Depositor) contain a statement substantially to the following effect: "A
     purchase of or security interest in any collateral described in this
     financing statement will violate the rights of the Trust." All financing
     statements filed or to be filed against the Seller in favor of the
     Indenture Trustee (as assignee of the Trust) contain a statement
     substantially to the following effect: "A purchase of or security interest
     in any collateral described in this financing statement will violate the
     rights of the Indenture Trustee."

                                       9



               (xv)     Valid Assignment. No Receivable has been originated in,
     or is subject to the laws of, any jurisdiction under which the sale,
     transfer, assignment and conveyance of such Receivable under this Agreement
     or the Sale and Servicing Agreement or the pledge of such Receivable under
     the Indenture is unlawful, void or voidable or under which such Receivable
     would be rendered void or voidable as a result of any such sale, transfer,
     assignment, conveyance or pledge. The Seller has not entered into any
     agreement with any account debtor that prohibits, restricts or conditions
     the assignment of the Receivables.

               (xvi)    One Original. There is only one original executed copy
     of each Receivable.

               (xvii)   Principal Balance. Each Receivable had an original
     Principal Balance of not more than $[__________] and a remaining Principal
     Balance as of the Cutoff Date of not less than $[__________].

               (xviii)  No Bankrupt Obligors. As of the Cutoff Date, no
     Receivable was due from an Obligor that was the subject of a proceeding
     under the Bankruptcy Code of the United States or was bankrupt.

               (xix)    New and Used Vehicles. As of the Cutoff Date,
     approximately [____]% of the Pool Balance related to Receivables secured by
     new Financed Vehicles and approximately [____]% of the Pool Balance related
     to Receivables secured by used Financed Vehicles.

               (xx)     Origination. Each Receivable was originated after
     [__________], 20[__].

               (xxi)    Term to Maturity. Each Receivable had an original term
     to maturity of not more than [____] months and not less than [____] months
     and a remaining term to maturity as of the Cutoff Date of not more than
     [____] months and not less than [____] months.

               (xxii)   Weighted Average Remaining Term to Maturity. As of the
     Cutoff Date, the weighted average remaining term to maturity of the
     Receivables was approximately [____] months.

               (xxiii)  Annual Percentage Rate. Each Receivable has an APR of at
     least [____]% and not more than [____]%.

               (xxiv)   Location of Receivable Files. The Receivable Files are
     maintained at the location listed in Schedule 2 to the Sale and Servicing
     Agreement.

               (xxv)    Simple Interest Method. All payments with respect to the
     Receivables have been allocated consistently in accordance with the Simple
     Interest Method.

               (xxvi)   No Delinquent Receivables. As of the Cutoff Date, no
     payment due under any Receivable was more than 30 days past due.

                                       10



               (xxvii)  Insurance. Each Obligor has obtained or agreed to obtain
     physical damage insurance (which insurance shall not be force placed
     insurance) covering the related Financed Vehicle in accordance with the
     Seller's normal requirements.

               (xxviii) Fair Market Value. The Receivables Purchase Price and
     the value of the Certificates represent the fair market value of the
     Receivables.

               (xxix)   Custodial Agreements. Immediately prior to the transfer
     of the Receivables by the Seller to the Depositor, the Seller or an
     Affiliate of the Seller had possession of the Receivable Files and there
     were no, and there will not be any, custodial agreements in effect
     materially adversely affecting the right or ability of the Seller to make,
     or cause to be made, any delivery required under this Agreement.

               (xxx)    Bulk Transfer Laws. The transfer of the Receivables and
     the Receivable Files by the Seller to the Depositor pursuant to this
     Agreement is not subject to the bulk transfer laws or any similar statutory
     provisions in effect in any applicable jurisdiction.

          (c)  The Seller shall indemnify the Purchaser and hold the Purchaser
harmless against any losses, penalties, fines, forfeitures, legal fees and
related costs, judgments and other costs and expenses resulting from any third
party claim, demand, defense or assertion based on or grounded upon, or
resulting from, a breach of the Seller's representations and warranties set
forth in Section 3.2(b). The Trustees shall also have the remedies provided in
the Sale and Servicing Agreement.

          (d)  Any cause of action against the Seller relating to or arising out
of the breach of any of its representations and warranties set forth in Section
3.2(b) shall accrue as to any Receivable upon (i) discovery of such breach by
the Purchaser or either Trustee or notice thereof by the Seller to the
Purchaser, (ii) failure by the Seller to cure such breach and (iii) demand upon
the Seller by the Purchaser for all amounts payable in respect of such
Receivable under this Agreement.

          (e)  The Purchaser or the Seller, as the case may be, shall inform the
other parties promptly, in writing, upon discovery of any breach of the Seller's
representations and warranties set forth in Section 3.2(b) which materially and
adversely affects the interests of the Noteholders in any Receivable.

          (f)  If a breach of any representation or warranty set forth in
Section 3.2(b) which materially and adversely affects the interests of the
Purchaser, the Trust or the Noteholders in any Receivable shall not have been
cured by the close of business on the last day of the Collection Period which
includes the thirtieth day after the date on which the Seller becomes aware of,
or receives written notice from the Servicer, the Purchaser or the Owner Trustee
of, such breach or failure, the Seller shall repurchase such Receivable from the
Purchaser on the Distribution Date following such Collection Period. In
consideration for the repurchase of any such Receivable, the Seller shall remit
the Purchase Amount of such Receivable to the Purchaser. Upon any such
repurchase, the Purchaser shall, without further action, be deemed to transfer,
assign, set-over and otherwise convey to the Seller, without recourse,
representation or

                                       11



warranty, all the right, title and interest of the Purchaser in, to and under
such repurchased Receivable and all other related assets described in Section
2.1(a). The Purchaser shall execute such documents and instruments of transfer
or assignment and take such other actions as shall reasonably be requested by
the Seller to effect the conveyance of such Receivable pursuant to this section.
The sole remedy of the Purchaser with respect to a breach of the Seller's
representations and warranties set forth in Section 3.2(b) shall be to require
the Seller to repurchase the related Receivables pursuant to this section.

                                   ARTICLE IV
                                   CONDITIONS

          SECTION 4.1   Conditions to Obligation of the Purchaser. The
obligation of the Purchaser to purchase the Receivables from the Seller on the
Closing Date is subject to the satisfaction of the following conditions:

          (a)  Representations and Warranties True. The representations and
     warranties of CarMax contained herein and in the other Transaction
     Documents shall be true and correct on the Closing Date with the same
     effect as if made on the Closing Date, and each of the Seller and the
     Servicer shall have performed all obligations to be performed by it
     hereunder and under the other Transaction Documents on or before the
     Closing Date.

          (b)  Computer Files Marked. The Seller shall, at its own expense, on
     or before the Closing Date, indicate in its computer files that the
     Receivables have been sold to the Purchaser pursuant to this Agreement and
     deliver to the Purchaser the Receivables Schedule, certified by an officer
     of the Seller to be true, correct and complete.

          (c)  Release of Lenders. The Seller shall obtain executed release
     agreements and UCC partial releases with respect to the Receivables from
     [____________________] and [____________________], in each case in form and
     substance satisfactory to the Purchaser.

          (d)  Documents to be Delivered. The Purchaser shall have received the
     following, all of which shall be dated as of the Closing Date or such other
     date as specified:

               (i)    the Receivables Schedule;

               (ii)   an Officer's Certificate of the Seller, in form and
          substance previously approved by the Purchaser and its counsel, as to,
          among other things, the representations and warranties of the Seller
          and satisfaction of conditions precedent;

               (iii)  an opinion or opinions of counsel for the Seller, in form
          and substance previously approved by the Purchaser and its counsel,
          addressed to the Purchaser;

               (iv)   [RESERVED];

                                       12



               (v)    copies of resolutions of the board of directors of the
          Seller approving the execution, delivery and performance of the
          Transaction Documents to which the Seller is a party, and the
          performance of the transactions contemplated hereunder and thereunder,
          certified by the Secretary or an Assistant Secretary of the Seller;

               (vi)   copies of the articles of incorporation of the Seller,
          together with all amendments, revisions and supplements thereto,
          certified by the Virginia State Corporation Commission as of a recent
          date, and a certificate of fact from the Virginia State Corporation
          Commission, dated as of a recent date, to the effect that the Seller
          has been duly incorporated, is in good standing and has a legal
          corporate existence;

               (vii)  UCC search reports from the appropriate offices in
          Virginia as to the Seller;

               (viii) reliance letters to each opinion of counsel to the Seller
          or the Servicer delivered to Standard & Poor's or Moody's in
          connection with the purchase of the Receivables hereunder or the
          issuance or sale of the Notes;

               (ix)   a financing statement to be filed with the Virginia State
          Corporation Commission, naming the Seller, as seller or debtor, the
          Purchaser, as purchaser or secured party, and the Trust, as assignee,
          naming the Receivables and the related property described in Section
          2.1(a) as collateral and meeting the requirements of the laws of each
          such jurisdiction and in such manner as is necessary to perfect the
          sale, transfer, assignment and conveyance of the Receivables to the
          Purchaser;

               (x)    the Bill of Sale; and

               (xi)   such other documents, certificates and opinions as may be
          reasonably requested by the Purchaser or its counsel.

          (e)  Execution of Transaction Documents. The Transaction Documents
     shall have been executed and delivered by the parties thereto.

          (f)  Rating of the Notes. Moody's and Standard & Poor's, respectively,
     shall have assigned ratings of (i) "Prime-1" and "A-1+" to the Class A-1
     Notes, (ii) "Aaa" and "AAA" to the Class A-2 Notes, the Class A-3 Notes and
     the Class A-4 Notes, (iii) "Aa3" and "A" to the Class B Notes and (iv)
     "Baa3" and "BBB" to the Class C Notes.

          (g)  No Unsolicited Ratings. There shall not have been issued an
     unsolicited rating of any Class of Notes by any nationally recognized
     statistical rating agency at a level that is lower than the ratings for
     such Class of Notes from Moody's or Standard & Poor's specified in Section
     4.1(f).

          (h)  Other Transactions. The transactions contemplated by the
     Transaction Documents and the Underwriting Agreement shall be consummated
     on the Closing Date.

                                       13



          SECTION 4.2   Conditions to Obligation of the Seller. The obligation
of the Seller to sell the Receivables to the Purchaser on the Closing Date is
subject to the satisfaction of the following conditions:

          (a)  Representations and Warranties True. The representations and
     warranties of the Purchaser contained herein and in the other Transaction
     Documents shall be true and correct on the Closing Date with the same
     effect as if then made, and the Purchaser shall have performed all
     obligations to be performed by it hereunder and under the other Transaction
     Documents on or before the Closing Date.

          (b)  Payment of Receivables Purchase Price. In consideration of the
     sale of the Receivables from the Seller to the Purchaser as provided in
     Section 2.1, on the Closing Date the Purchaser shall have paid the Seller
     an amount equal to the Receivables Purchase Price and the Certificates
     shall have been registered in the name of and delivered to the Seller.

          (c)  Opinions of Purchaser. An opinion or opinions of counsel for the
     Purchaser addressed to the Seller and the Underwriters shall have been
     delivered.

                                       14



                                    ARTICLE V
                             COVENANTS OF THE SELLER

          SECTION 5.1   Protection of Right, Title and Interest in, to and Under
the Receivables.

          (a)  The Seller, at its expense, shall cause all financing statements
and continuation statements and any other necessary documents covering the
Purchaser's right, title and interest in, to and under the Receivables and other
property conveyed by the Seller to the Purchaser hereunder to be promptly
authorized, recorded, registered and filed, and at all times to be kept
recorded, registered and filed, all in such manner and in such places as may be
required by law fully to preserve and protect the right, title and interest of
the Purchaser hereunder to the Receivables and such other property. The Seller
shall deliver to the Purchaser file-stamped copies of, or filing receipts for,
any document recorded, registered or filed as provided above, as soon as
available following such recording, registration or filing. The Purchaser shall
cooperate fully with the Seller in connection with the obligations set forth
above and will execute any and all documents reasonably required to fulfill the
intent of this subsection.

          (b)  Within five days after the Seller makes any change in its name,
identity or organizational structure which would make any financing statement or
continuation statement filed in accordance with Section 4.1(d) seriously
misleading within the meaning of the UCC as in effect in the applicable state,
the Seller shall give the Purchaser notice of any such change and, within 30
days after such change, shall authorize and file such financing statements or
amendments as may be necessary to continue the perfection of the Purchaser's
security interest in the Receivables and the proceeds thereof.

          (c)  The Seller shall give the Purchaser written notice within five
days of any relocation of the state of organization of the Seller or any office
in which the Seller keeps records concerning the Receivables and whether, as a
result of such relocation, the applicable provisions of the UCC would require
the filing of any amendment of any previously filed financing or continuation
statement or of any new financing statement and, within 30 days after such
relocation, shall authorize and file such financing statements or amendments as
may be necessary to continue the perfection of the interest of the Purchaser in
the Receivables and the proceeds thereof. The Seller shall at all times maintain
its state of organization, its principal place of business and its chief
executive office and the location of the office where the Receivables Files and
any accounts and records relating to the Receivables are kept within the United
States of America.

          (d)  The Seller shall maintain accounts and records as to each
Receivable accurately and in sufficient detail to permit (i) the reader thereof
to know at any time the status of such Receivable, including payments and
recoveries made and payments owing (and the nature of each) and (ii)
reconciliation between payments or recoveries on (or with respect to) each
Receivable.

          (e)  The Seller shall maintain its computer systems so that, from and
after the time of the transfer of the Receivables to the Purchaser pursuant to
this Agreement, the Seller's master computer records (including any back-up
archives) that refer to a Receivable shall

                                       15



indicate clearly and unambiguously that such Receivable is owned by the
Purchaser (or, upon transfer of the Receivables to the Issuer, by the Issuer).
Indication of the Purchaser's ownership of a Receivable shall be deleted from or
modified on the Seller's computer systems when, and only when, such Receivable
shall have been paid in full or repurchased by the Seller.

          (f)  If at any time the Seller shall propose to sell, grant a security
interest in or otherwise transfer any interest in any motor vehicle retail
installment sale contract to any prospective purchaser, lender or other
transferee, the Seller shall give to such prospective purchaser, lender or other
transferee computer tapes, compact disks, records or print-outs (including any
restored from back-up archives) that, if they shall refer in any manner
whatsoever to any Receivable, shall indicate clearly and unambiguously that such
Receivable has been sold and is owned by the Purchaser (or, upon transfer of the
Receivables to the Issuer, the Issuer), unless such Receivable has been paid in
full or repurchased by the Seller.

          (g)  The Seller shall permit the Purchaser and its agents at any time
during normal business hours to inspect, audit and make copies of and abstracts
from the Seller's records regarding any Receivable.

          (h)  If the Seller has repurchased one or more Receivables from the
Purchaser or the Issuer pursuant to Section 3.2(f), the Seller shall, upon
request, furnish to the Purchaser, within ten days, a list of all Receivables
(by receivable number and name of Obligor) then owned by the Purchaser, together
with a reconciliation of such list to the Receivables Schedule.

          SECTION 5.2   Security Interests. Except for the conveyances
hereunder, the Seller covenants that it will not sell, pledge, assign or
transfer to any other Person, or grant, create, incur, assume or suffer to exist
any Lien on any Receivable, whether now existing or hereafter created, or any
interest therein; the Seller will immediately notify the Purchaser of the
existence of any Lien on any Receivable and, in the event that the interests of
the Noteholders in such Receivable are materially and adversely affected, such
Receivable shall be repurchased from the Purchaser by the Seller in the manner
and with the effect specified in Section 3.2(f), and the Seller shall defend the
right, title and interest of the Purchaser in, to and under the Receivables,
whether now existing or hereafter created, against all claims of third parties
claiming through or under the Seller.

          SECTION 5.3   Delivery of Payments. The Seller covenants and agrees to
deliver in kind upon receipt to the Servicer under the Sale and Servicing
Agreement all payments received by the Seller in respect of the Receivables as
soon as practicable after receipt thereof by the Seller.

          SECTION 5.4   No Impairment. The Seller covenants that it shall take
no action, nor omit to take any action, which would impair the rights of the
Purchaser in any Receivable, nor shall it, except as otherwise provided in this
Agreement or the Sale and Servicing Agreement, reschedule, revise or defer
payments due on any Receivable.

          SECTION 5.5   Costs and Expenses. The Seller shall pay all reasonable
costs and expenses incurred in connection with the perfection of the Purchaser's
right, title and interest in, to and under the Receivables.

                                       16



          SECTION 5.6   Hold Harmless. The Seller shall protect, defend,
indemnify and hold the Purchaser and the Issuer and their respective assigns and
their attorneys, accountants, employees, officers and directors harmless from
and against all losses, costs, liabilities, claims, damages and expenses of
every kind and character, as incurred, resulting from or relating to or arising
out of (i) the inaccuracy, nonfulfillment or breach of any representation,
warranty, covenant or agreement made by CarMax in this Agreement, (ii) any legal
action, including any counterclaim, that has either been settled by the
litigants (which settlement, if the Seller is not a party thereto shall be with
the consent of the Seller) or has proceeded to judgment by a court of competent
jurisdiction, in either case to the extent it is based upon alleged facts that,
if true, would constitute a breach of any representation, warranty, covenant or
agreement made by the Seller in this Agreement, (iii) any actions or omissions
of the Seller or any employee or agent of the Seller occurring prior to the
Closing Date with respect to any Receivable or Financed Vehicle or (iv) any
failure of a Receivable to be originated in compliance with all requirements of
law. These indemnity obligations shall be in addition to any obligation that the
Seller may otherwise have.

                                   ARTICLE VI
                            MISCELLANEOUS PROVISIONS

          SECTION 6.1   Amendment.

          (a)  This Agreement may be amended from time to time by a written
amendment duly executed and delivered by the Purchaser and the Seller, without
the consent of any Noteholder, to cure any ambiguity, to correct or supplement
any provision herein which may be inconsistent with any other provision herein
or to add any other provision with respect to matters or questions arising under
this Agreement which shall not be inconsistent with the provisions of this
Agreement or the Sale and Servicing Agreement; provided, however, that any such
amendment shall not, as evidenced by an Opinion of Counsel to the Seller
delivered to the Indenture Trustee, adversely affect in any material respect the
interests of the Noteholders.

          (b)  This Agreement may also be amended from time to time for any
other purpose by a written amendment duly executed and delivered by the Seller
and by the Purchaser; provided, however, that any such amendment that materially
adversely affects the interests of the Noteholders under the Indenture, the Sale
and Servicing Agreement or the Trust Agreement must be consented to by the
Holders of Notes evidencing not less than 51% of the Note Balance of the
Controlling Class.

          (c)  Promptly after the execution of any amendment to this Agreement,
the Seller shall furnish written notification of the substance of such amendment
to the Owner Trustee, the Indenture Trustee and the Rating Agencies.

          SECTION 6.2   Termination. The respective obligations and
responsibilities of the Seller and the Purchaser created hereby shall terminate,
except for the indemnity obligations of the Seller as provided herein, upon the
termination of the Issuer as provided in the Trust Agreement.

                                       17



          SECTION 6.3   Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS
LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.

          SECTION 6.4   Notices. All demands, notices and communications
hereunder shall be in writing and shall be deemed to have been duly given if
personally delivered at or sent by telecopier, overnight courier or mailed by
registered mail, return receipt requested, in the case of (i) the Purchaser, to
CarMax Auto Funding LLC, 4900 Cox Road, Suite 200, Glen Allen, Virginia 23060,
Attention: Treasurer and (ii) the Seller, to CarMax Auto Superstores, Inc., 4900
Cox Road, Glen Allen, Virginia 23060, Attention: Treasury Department; or, as to
either of such Persons, at such other address as shall be designated by such
Person in a written notice to the other Persons.

          SECTION 6.5   Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall for any
reason whatsoever be held invalid, then such covenants, agreements, provisions
or terms shall be deemed severable from the remaining covenants, agreements,
provisions and terms of this Agreement and shall in no way affect the validity
or enforceability of the other covenants, agreements, provisions and terms of
this Agreement or any amendment or supplement hereto.

          SECTION 6.6   Further Assurances. The Seller and the Purchaser agree
to do and perform, from time to time, any and all acts and to execute any and
all further instruments required or reasonably requested by the other party
hereto or by the Issuer or the Indenture Trustee more fully to effect the
purposes of this Agreement, including the execution of any financing statements,
amendments, continuation statements or releases relating to the Receivables for
filing under the provisions of the UCC or other law of any applicable
jurisdiction.

          SECTION 6.7   No Waiver; Cumulative Remedies. No failure to exercise
and no delay in exercising, on the part of the Purchaser, the Issuer or the
Seller, any right, remedy, power or privilege hereunder shall operate as a
waiver thereof; nor shall any single or partial exercise of any right, remedy,
power or privilege hereunder preclude any other or further exercise thereof or
the exercise of any other right, remedy, power or privilege. The rights,
remedies, powers and privileges herein provided are cumulative and not
exhaustive of any rights, remedies, powers and privileges provided by law.

          SECTION 6.8   Counterparts. This Agreement may be executed in two or
more counterparts (and by different parties on separate counterparts), each of
which shall be an original, but all of which together shall constitute one and
the same instrument.

          SECTION 6.9   Third-Party Beneficiaries. This Agreement will inure to
the benefit of and be binding upon the parties hereto, the Issuer and the
Indenture Trustee for the benefit of the Noteholders, who shall be considered to
be third-party beneficiaries hereof.

                                       18



Except as otherwise provided in this Agreement, no other Person will have any
right or obligation hereunder.

          SECTION 6.10  Headings and Table of Contents. The Table of Contents
and headings herein are for purposes of reference only and shall not otherwise
affect the meaning or interpretation of any provision hereof.

          SECTION 6.11  Representations, Warranties and Agreements to Survive.
The respective agreements, representations, warranties and other statements by
the Seller and by the Purchaser set forth in or made pursuant to this Agreement
shall remain in full force and effect and will survive the closing hereunder of
the transfers and assignments by the Seller to the Purchaser and by the
Purchaser to the Issuer and shall inure to the benefit of the Purchaser, the
Trustees and the Noteholders.

          SECTION 6.12  No Proceedings. The Seller covenants and agrees that so
long as this Agreement is in effect, and for one year plus one day following its
termination, it will not file any involuntary petition or otherwise institute
any bankruptcy, reorganization arrangement, insolvency or liquidation proceeding
or other proceedings under any federal or state bankruptcy law or similar law
against the Issuer or the Owner Trustee.

          SECTION 6.13  Accountant's Letters.

          (a)  The Seller shall cause a firm of independent certified public
accountants (who may also render other services to the Seller) to perform
certain procedures regarding the characteristics of the Receivables described in
the Receivables Schedule and to compare those characteristics to the information
with respect to the Receivables contained in the Prospectus. The Seller shall
cooperate with the Purchaser and such accountants in making available all
information and taking all steps reasonably necessary to permit such accountants
to complete such procedures and to deliver the letters required of them under
the Underwriting Agreement.

          (b)  The Seller shall cause a firm of independent certified public
accountants (who may also render other services to the Seller) to deliver to the
Purchaser a letter, dated [__________], 20[__], in the form previously agreed to
by the Seller and the Purchaser, with respect to the financial and statistical
information contained in the Prospectus under the caption "CarMax--Delinquency,
Credit Loss and Recovery Information" and with respect to such other information
as may be agreed in the forms of such letters.

          SECTION 6.14  Obligations of Purchaser. The obligations of the
Purchaser under this Agreement shall not be affected by reason of any
invalidity, illegality or irregularity of any Receivable.

                                       19



          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed by their respective officers as of the day and year first above
written.


                                          CARMAX AUTO SUPERSTORES, INC.,
                                           as Seller


                                          By:
                                             -----------------------------------
                                             Name:
                                             Title:


                                          CARMAX AUTO FUNDING LLC,
                                           as Purchaser


                                          By:
                                             -----------------------------------
                                             Name:
                                             Title:


                                                  Receivables Purchase Agreement



                                                                      SCHEDULE A

                              RECEIVABLES SCHEDULE

                           [ON FILE WITH THE SERVICER]


                                      SA-1



                                                                       EXHIBIT A


                            BILL OF SALE AND ASSIGNMENT

          For value received, in accordance with the receivables purchase
agreement, dated as of [__________], 20[__] (the "Receivables Purchase
Agreement"), between the undersigned and CarMax Auto Funding LLC (the
"Purchaser"), the undersigned does hereby sell, assign, transfer and otherwise
convey unto the Purchaser, without recourse, all right, title and interest of
the undersigned in and to (i) the Receivables listed on Schedule A hereto (the
"Receivables"); (ii) all amounts received on or in respect of the Receivables
(including proceeds of the repurchase of Receivables by the Seller pursuant to
the Receivables Purchase Agreement) after the Cutoff Date; (iii) the security
interests in the Financed Vehicles granted by the Obligors pursuant to the
Receivables; (iv) all proceeds from claims on or refunds of premiums of any
physical damage or theft insurance policies covering the Financed Vehicles and
any proceeds or refunds of premiums of any credit life or credit disability
insurance policies relating to the Financed Vehicles or the Obligors; (v) the
Receivable Files; (vi) the right to realize upon any property (including the
right to receive future Liquidation Proceeds) that shall have secured a
Receivable and have been repossessed by or on behalf of the Issuer; and (vii)
all present and future claims, demands, causes of action and choses in action in
respect of any or all of the foregoing and all payments on or under and all
proceeds of every kind and nature whatsoever in respect of any or all of the
foregoing, including all proceeds of the conversion thereof, voluntary or
involuntary, into cash or other liquid property, all cash proceeds, accounts,
accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit
accounts, insurance proceeds, condemnation awards, rights to payment of any and
every kind and other forms of obligations and receivables, instruments and other
property which at any time constitute all or part of or are included in the
proceeds of any of the foregoing.

          This Bill of Sale and Assignment is made pursuant to and upon the
representations, warranties and agreements on the part of the undersigned
contained in the Receivables Purchase Agreement and is to be governed by the
Receivables Purchase Agreement.

          Capitalized terms used and not otherwise defined herein shall have the
meaning assigned to them in the Receivables Purchase Agreement.

          IN WITNESS WHEREOF, the undersigned has caused this Bill of Sale and
Assignment to be duly executed as of [__________], 20[__].

                                          CARMAX AUTO SUPERSTORES, INC.


                                          By:
                                             -----------------------------------
                                             Name:
                                             Title:

                                      A-1



                                                                       EXHIBIT B

                    FORM OF RETAIL INSTALLMENT SALE CONTRACT

                                 [SEE ATTACHED]


                                       B-1

EX-10.3.2

Exhibit 10.3.2 - Form of Receivables Purchase Agreement for Insured Offerings

                         CARMAX AUTO SUPERSTORES, INC.,
                                   as Seller,

                                       and

                            CARMAX AUTO FUNDING LLC,
                                  as Purchaser


                                   ----------


                         RECEIVABLES PURCHASE AGREEMENT
                        Dated as of [__________], 20[__]

                                   ----------



                                TABLE OF CONTENTS
                                                                            Page
                                                                            ----
                                    ARTICLE I
                                   DEFINITIONS

SECTION 1.1    Definitions.....................................................1
SECTION 1.2    Other Definitional Provisions...................................4

                                   ARTICLE II
                            CONVEYANCE OF RECEIVABLES

SECTION 2.1    Sale and Conveyance of Receivables..............................4
SECTION 2.2    Receivables Purchase Price; Payments on the
               Receivables.....................................................5
SECTION 2.3    Transfer of Receivables.........................................6
SECTION 2.4    Examination of Receivable Files.................................6
SECTION 2.5    Expenses........................................................6

                                   ARTICLE III
                         REPRESENTATIONS AND WARRANTIES

SECTION 3.1    Representations and Warranties of the Purchaser.................6
SECTION 3.2    Representations and Warranties of the Seller....................7

                                   ARTICLE IV
                                   CONDITIONS

SECTION 4.1    Conditions to Obligation of the Purchaser.......................8
SECTION 4.2    Conditions to Obligation of the Seller.........................10

                                    ARTICLE V
                             COVENANTS OF THE SELLER

SECTION 5.1    Protection of Right, Title and Interest in, to and
               Under the Receivables..........................................10
SECTION 5.2    Security Interests.............................................12
SECTION 5.3    Delivery of Payments...........................................12
SECTION 5.4    No Impairment..................................................12
SECTION 5.5    Costs and Expenses.............................................12
SECTION 5.6    Hold Harmless..................................................12
SECTION 5.7    Merger, Consolidation or Assumption of the
               Obligations of the Seller......................................13

                                   ARTICLE VI
                            MISCELLANEOUS PROVISIONS

SECTION 6.1    Amendment......................................................13
SECTION 6.2    Termination....................................................13
SECTION 6.3    Governing Law..................................................13
SECTION 6.4    Notices........................................................14

                                       i



SECTION 6.5    Severability of Provisions.....................................14
SECTION 6.6    Further Assurances.............................................14
SECTION 6.7    No Waiver; Cumulative Remedies.................................14
SECTION 6.8    Counterparts...................................................14
SECTION 6.9    Third-Party Beneficiaries......................................14
SECTION 6.10   Headings and Table of Contents.................................14
SECTION 6.11   Representations, Warranties and Agreements to Survive..........15
SECTION 6.12   No Proceedings.................................................15
SECTION 6.13   Accountant's Letters...........................................15
SECTION 6.14   Obligations of Purchaser.......................................15

                                    SCHEDULES

Schedule A     Receivables Schedule

                                    EXHIBITS

Exhibit A      Bill of Sale and Assignment
Exhibit B      Form of Retail Installment Sale Contract

                                       ii



                         RECEIVABLES PURCHASE AGREEMENT

          This Receivables Purchase Agreement, dated as of [__________], 20[__],
is between CarMax Auto Superstores, Inc., a Virginia corporation ("CarMax"), as
seller (the "Seller"), and CarMax Auto Funding LLC, a Delaware limited liability
company ("CarMax Funding"), as purchaser.

          WHEREAS, in the regular course of business, the Seller and certain
affiliates of the Seller originate motor vehicle retail installment sale
contracts secured by new and used motor vehicles;

          WHEREAS, the Seller intends to convey all of its right, title and
interest in and to contracts having an aggregate outstanding principal balance
of $[_______________] as of the close of business on [__________], 20[__] (the
"Receivables") to the Purchaser and, concurrently with its purchase of the
Receivables, the Purchaser shall convey all of its right, title and interest in
and to the Receivables to CarMax Auto Owner Trust 20[__]-[__], as issuer (the
"Issuer") pursuant to a Sale and Servicing Agreement, dated as of [__________],
20[__] (the "Sale and Servicing Agreement"), among the Issuer, CarMax Funding,
as depositor, and CarMax, as servicer; and

          WHEREAS, the Seller and the Purchaser wish to set forth the terms
pursuant to which the Receivables are to be sold by the Seller to the Purchaser;

          NOW, THEREFORE, in consideration of the mutual terms and covenants
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

                                    ARTICLE I
                                   DEFINITIONS

          SECTION 1.1   Definitions. Whenever used in this Agreement, the
following words and phrases shall have the following meanings:

          "Agreement" shall mean this Receivables Purchase Agreement and all
amendments hereof and supplements hereto.

          "Base Prospectus" shall mean the prospectus, dated [__________],
20[__], of the Purchaser relating to the public offering by the Purchaser of the
Securities.

          "Bill of Sale" shall mean the Bill of Sale and Assignment,
substantially in the form attached hereto as Exhibit A.

          "CarMax" shall mean CarMax Auto Superstores, Inc., a Virginia
corporation, and its successors.

          "CarMax Funding" shall mean CarMax Auto Funding LLC, a Delaware
limited liability company, and its successors.



          "Certificateholders" shall mean the registered holders of the
Certificates.

          "Certificates" shall have the meaning specified in the Trust
Agreement.

          "Class A-1 Notes" shall mean the Class A-1 Notes issued pursuant to
the Indenture.

          "Class A-2 Notes" shall mean the Class A-2 Notes issued pursuant to
the Indenture.

          "Class A-3 Notes" shall mean the Class A-3 Notes issued pursuant to
the Indenture.

          "Class A-4 Notes" shall mean the Class A-4 Notes issued pursuant to
the Indenture.

          "Closing Date" shall mean [__________], 20[__].

          "Cutoff Date" shall mean [__________], 20[__].

          "Depositor" shall mean CarMax Auto Funding LLC, a Delaware limited
liability company, as Depositor under the Trust Agreement, and its successors in
such capacity.

          "Indemnification Agreement" shall mean the Indemnification Agreement,
dated as of [__________], 20[__], among the Insurer, the Seller, CarMax Funding
and the Underwriters, as amended, supplemented or otherwise modified and in
effect from time to time.

          "Indenture" shall mean the Indenture, dated as of [__________],
20[__], between the Issuer and the Indenture Trustee, as amended, supplemented
or otherwise modified and in effect from time to time.

          "Indenture Trustee" shall mean [____________________], as indenture
trustee under the Indenture, and its successors in such capacity.

          "Initial Reserve Account Deposit" shall mean $[_______________].

          "Insurance Agreement" shall mean the Insurance and Reimbursement
Agreement, dated [__________], 20[__], among the Insurer, the Depositor, and
CarMax, in its individual capacity, as seller and as servicer, as amended or
supplemented from time to time.

          "Insurance Policy" shall mean the Financial Guaranty Insurance Policy,
dated the Closing Date, issued by the Insurer relating to the Securities.

          "Insurer" shall mean [____________________], and its successors.

          "Issuer" shall mean CarMax Auto Owner Trust 20[__]-[__], a Delaware
statutory trust, and its successors.

          "Noteholders" shall mean the registered holders of the Notes.

                                       2



          "Notes" shall mean the Class A-1 Notes, the Class A-2 Notes, the Class
A-3 Notes and the Class A-4 Notes.

          "Owner Trustee" shall mean [____________________], as owner trustee
under the Trust Agreement, and its successors in such capacity.

          "Prospectus Supplement" shall mean the final prospectus supplement,
dated [__________], 20[__], of the Purchaser relating to the public offering by
the Purchaser of the Securities.

          "Prospectus" shall mean the Prospectus Supplement and the Base
Prospectus of the Purchaser relating to the public offering by the Purchaser of
the Securities.

          "Purchaser" shall mean CarMax Funding, in its capacity as purchaser of
the Receivables under this Agreement, and its successors in such capacity.

          "Receivables" shall mean the motor vehicle retail installment sale
contracts sold by the Seller to the Purchaser pursuant to this Agreement and
identified on the Receivables Schedule.

          "Receivables Purchase Price" shall mean $[_______________].

          "Receivables Schedule" shall mean the schedule of receivables attached
as Schedule A hereto, as amended, supplemented or otherwise modified and in
effect from time to time.

          "Representative" shall mean [____________________], as representative
of the Underwriters.

          "Residual Interest" shall have the meaning specified in the Trust
Agreement.

          "Sale and Servicing Agreement" shall have the meaning specified in the
recitals.

          "SEC" shall mean the Securities and Exchange Commission, and its
successors.

          "Securities" shall mean the Notes and the Certificates.

          "Securityholders" shall mean the Noteholders and the
Certificateholders.

          "Seller" shall mean CarMax, in its capacity as seller of the
Receivables under this Agreement, and its successors in such capacity.

          "State" shall mean any of the 50 states of the United States of
America or the District of Columbia.

          "Transaction Documents" shall mean this Agreement, the Trust
Agreement, the Sale and Servicing Agreement, the Indenture, the Administration
Agreement, the Insurance Agreement, the Indemnification Agreement and the other
documents and certificates delivered in

                                       3



connection therewith, in each case as amended, supplemented or otherwise
modified and in effect from time to time.

          "Trust Agreement" shall mean the Trust Agreement, dated as of
[__________], 20[__], between CarMax Funding and the Owner Trustee, as amended
and restated by the Amended and Restated Trust Agreement, dated as of
[__________], 20[__], between CarMax Funding and the Owner Trustee.

          "Trustee" shall mean either the Owner Trustee or the Indenture
Trustee, as the context requires.

          "UCC" shall mean the Uniform Commercial Code as in effect in the
applicable jurisdiction.

          "Underwriters" shall mean the underwriters named in Schedule A to the
Underwriting Agreement.

          "Underwriting Agreement" shall mean the Underwriting Agreement, dated
[__________], 20[__], between CarMax Funding and the Representative, relating to
the purchase of the Securities by the Underwriters from CarMax Funding.

          SECTION 1.2   Other Definitional Provisions.

          (a)  Capitalized terms used herein that are not otherwise defined
shall have the meanings ascribed thereto in the Sale and Servicing Agreement.

          (b)  The words "hereof", "herein" and "hereunder" and words of similar
import when used in this Agreement shall refer to this Agreement as a whole and
not to any particular provision of this Agreement; Section, subsection, Schedule
and Exhibit references contained in this Agreement are references to Sections,
subsections, Schedules and Exhibits in or to this Agreement unless otherwise
specified; the term "proceeds" shall have the meaning set forth in the
applicable UCC; and the word "including" shall mean including without
limitation.

                                   ARTICLE II
                            CONVEYANCE OF RECEIVABLES

          SECTION 2.1   Sale and Conveyance of Receivables.

          (a)  The Seller hereby sells, transfers, assigns, sets over and
otherwise conveys to the Purchaser, and the Purchaser hereby purchases from the
Seller, without recourse (subject to the Seller's obligations hereunder), all of
the right, title and interest of the Seller in, to and under the following:

               (i)    the Receivables;

               (ii)   all amounts received on or in respect of the Receivables
     (including proceeds of the repurchase of Receivables by the Seller pursuant
     to Section 3.2(f)) after the Cutoff Date;

                                       4



               (iii)  the security interests in the Financed Vehicles granted by
     the Obligors pursuant to the Receivables;

               (iv)   all proceeds from claims on or refunds of premiums of any
     physical damage or theft insurance policies covering the Financed Vehicles
     and any proceeds or refunds of premiums of any credit life or credit
     disability insurance policies relating to the Financed Vehicles or the
     Obligors;

               (v)    the Receivable Files;

               (vi)   the right to realize upon any property (including the
     right to receive future Liquidation Proceeds) that shall have secured a
     Receivable and have been repossessed by or on behalf of the Issuer; and

               (vii)  all present and future claims, demands, causes of action
     and choses in action in respect of any or all of the foregoing and all
     payments on or under and all proceeds of every kind and nature whatsoever
     in respect of any or all of the foregoing, including all proceeds of the
     conversion thereof, voluntary or involuntary, into cash or other liquid
     property, all cash proceeds, accounts, accounts receivable, notes, drafts,
     acceptances, chattel paper, checks, deposit accounts, insurance proceeds,
     condemnation awards, rights to payment of any and every kind and other
     forms of obligations and receivables, instruments and other property which
     at any time constitute all or part of or are included in the proceeds of
     any of the foregoing.

          (b)  The parties hereto intend that the conveyance of the Receivables
and related property hereunder be a sale and not a loan. In the event that the
conveyance hereunder is not for any reason considered a sale, the Seller hereby
grants to the Purchaser a first priority perfected security interest in all of
the Seller's right, title and interest in, to and under the Receivables, and all
other property conveyed hereunder and listed in this Section and all proceeds of
any of the foregoing. The parties intend that this Agreement constitute a
security agreement under applicable law. Such grant is made to secure the
payment of all amounts payable hereunder, including the Receivables Purchase
Price. If such conveyance is for any reason considered to be a loan and not a
sale, the Seller consents to the Purchaser transferring such security interest
in favor of the Indenture Trustee and transferring the obligation secured
thereby to the Indenture Trustee.

          (c)  The Seller agrees to treat the transfer of the Receivables and
the related property contemplated by Section 2.1(a) for all purposes (including
tax and financial accounting purposes) as an absolute transfer on all relevant
books, records, tax returns, financial statements and other applicable
documents.

          SECTION 2.2 Receivables Purchase Price; Payments on the
Receivables.

          (a)  On the Closing Date, in exchange for the Receivables and other
assets described in Section 2.1(a), the Purchaser shall pay the Seller, in
immediately available funds, the Receivables Purchase Price. The Purchaser shall
deposit, from funds it receives from the issuance of the Securities, an amount
equal to the Initial Reserve Account Deposit into the Reserve Account, which
amount shall be an asset of the Trust. The Seller, upon consummation

                                       5



of the transactions contemplated by the Transaction Documents, shall be the
holder of the Residual Interest.

          (b)  The Purchaser shall be entitled to, and shall convey such right
to the Owner Trustee pursuant to the Sale and Servicing Agreement, all payments
of principal and interest on or in respect of the Receivables received after the
Cutoff Date.

          SECTION 2.3   Transfer of Receivables. Pursuant to the Sale and
Servicing Agreement, the Purchaser will assign all of its right, title and
interest in, to and under the Receivables and other assets described in Section
2.1(a) to the Issuer. The parties hereto acknowledge that the Issuer will pledge
its rights in, to and under the Receivables and other assets described in
Section 2.1(a) to the Indenture Trustee pursuant to the Indenture. The Purchaser
has the right to assign its interest under this Agreement as may be required to
effect the purposes of the Sale and Servicing Agreement, without the consent of
the Seller, and the Owner Trustee as assignee shall succeed to the rights and
obligations hereunder of the Purchaser.

          SECTION 2.4   Examination of Receivable Files. The Seller will make
the Receivable Files available to the Purchaser or its agent for examination
during normal business hours at the Seller's offices or such other location as
otherwise shall be agreed upon by the Purchaser and the Seller.

          SECTION 2.5   Expenses. The Seller will reimburse the Purchaser for
expenses of the Underwriters in connection with the sale of the Securities,
which expenses are reimbursable to the Underwriters by the Purchaser pursuant to
the Underwriting Agreement.

                                   ARTICLE III
                         REPRESENTATIONS AND WARRANTIES

          SECTION 3.1 Representations and Warranties of the Purchaser. The
Purchaser hereby makes the following representations and warranties to the
Seller as of the date of this Agreement and as of the Closing Date:

          (a)  Organization and Good Standing. The Purchaser is a limited
     liability company duly organized, validly existing and in good standing
     under the laws of the State of Delaware, and has power and authority to own
     its properties and to conduct its business as such properties are currently
     owned and such business is presently conducted, and had at all relevant
     times, and shall have, power, authority and legal right to acquire, own and
     sell the Receivables.

          (b)  Power and Authority. The Purchaser has the power and authority to
     execute and deliver this Agreement and to carry out its terms; and the
     execution, delivery and performance of this Agreement has been duly
     authorized by the Purchaser by all necessary action.

          (c)  No Violation. The consummation of the transactions contemplated
     by this Agreement and the fulfillment of the terms hereof shall not
     conflict with, result in any breach of any of the terms and provisions of,
     nor constitute (with or without notice or lapse of time) a default under,
     the limited liability company agreement or certificate of

                                       6



     formation of the Purchaser, or conflict with or breach any of the material
     terms or provisions of, or constitute (with or without notice or lapse of
     time) a default under, any indenture, agreement or other instrument to
     which the Purchaser is a party or by which it may be bound.

          SECTION 3.2   Representations and Warranties of the Seller.

          (a)  The Seller hereby makes the following representations and
warranties to the Purchaser as of the date of this Agreement and as of the
Closing Date:

               (i)    Organization and Good Standing. The Seller is a
     corporation duly organized, validly existing and in good standing under the
     laws of the Commonwealth of Virginia, and has power and authority to own
     its properties and to conduct its business as such properties are currently
     owned and such business is presently conducted, and had at all relevant
     times, and shall have, power, authority and legal right to acquire, own and
     sell the Receivables.

               (ii)   Power and Authority. The Seller has the power and
     authority to execute and deliver this Agreement and to carry out its terms;
     and the execution, delivery and performance of this Agreement has been duly
     authorized by the Seller by all necessary action.

               (iii)  No Violation. The consummation of the transactions
     contemplated by this Agreement and the fulfillment of the terms hereof
     shall not conflict with, result in any breach of any of the terms and
     provisions of, nor constitute (with or without notice or lapse of time) a
     default under, the articles of incorporation or bylaws of the Seller, or
     conflict with or breach any of the material terms or provisions of, or
     constitute (with or without notice or lapse of time) a default under, any
     indenture, agreement or other instrument to which the Seller is a party or
     by which it may be bound.

          (b)  The Seller hereby makes the following representations and
warranties to the Purchaser as of the date of this Agreement and as of the
Closing Date, which representations and warranties shall remain operative and in
full force and effect, shall survive the transfer and conveyance of the
Receivables and other assets described in Section 2.1(a) by the Seller to the
Purchaser and by the Purchaser to the Issuer and shall inure to the benefit of
the Purchaser, the Trustees and the Securityholders:

               (i)      Characteristics of Receivables. Each Receivable (i)
     has been originated by the Seller or an Affiliate of the Seller in the
     ordinary course of business in connection with the sale of a new or used
     motor vehicle and has been fully and properly executed by the parties
     thereto, (ii) contains customary and enforceable provisions such that the
     rights and remedies of the holder thereof are adequate for realization
     against the collateral of the benefits of the security, (iii) provides for
     level monthly payments that fully amortize the Amount Financed by maturity
     (except that the period between the date of such Receivable and the date of
     the first Scheduled Payment may be less than or greater than one month and
     the amount of the first and last Scheduled Payments may be less than or
     greater than the level payments) and yield interest at the related APR,
     (iv)

                                       7



     provides for, in the event that such Receivable is prepaid, a prepayment
     that fully pays the Principal Balance of such Receivable with interest at
     the related APR through the date of payment, (v) is a retail installment
     sale contract substantially in the form of Exhibit B to this Agreement,
     (vi) is secured by a new or used motor vehicle that had not been
     repossessed as of the Cutoff Date, (vii) is a Simple Interest Receivable,
     (viii) relates to an Obligor who has made at least one payment under such
     Receivable as of the Cutoff Date and (ix) relates to an Obligor whose
     mailing address is located in any State.

               (ii)     Receivable Schedule. The information set forth in the
     Receivable Schedule was true and correct in all material respects as of the
     opening of business on the Cutoff Date, and no selection procedures
     believed to be adverse to the Depositor and/or the Securityholders were
     utilized in selecting the Receivables from those retail installment sale
     contracts which met the criteria contained in this Agreement. The
     information set forth in the compact disk or other listing regarding the
     Receivables made available to the Depositor and its assigns (which compact
     disk or other listing is required to be delivered as specified herein) is
     true and correct in all material respects.

               (iii)    Compliance with Law. Each Receivable and the sale of
     the related Financed Vehicle complied, at the time such Receivable was
     originated and complies, as of the Closing Date, in all material respects
     with all requirements of applicable federal, state and local laws, and
     regulations thereunder, including usury laws, the Federal Truth-in-Lending
     Act, the Equal Credit Opportunity Act, the Fair Credit Reporting Act, the
     Fair Debt Collection Practices Act, the Federal Trade Commission Act, the
     Magnuson-Moss Warranty Act, the Federal Reserve Board's Regulations B and
     Z, the Soldiers' and Sailors' Civil Relief Act of 1940, state adaptations
     of the National Consumer Act and the Uniform Consumer Credit Code and any
     other consumer credit, equal opportunity and disclosure laws applicable to
     such Receivable and sale.

               (iv)     Binding Obligation. Each Receivable represents the
     genuine, legal, valid and binding payment obligation in writing of the
     related Obligor, enforceable by the holder thereof in all material respects
     in accordance with its terms, except as enforceability may be limited by
     bankruptcy, insolvency, reorganization, liquidation or other similar laws
     affecting the enforcement of creditors' rights generally and by general
     principles of equity.

               (v)      No Government Obligor. No Receivable is due from the
     United States of America or any State or from any agency, department or
     instrumentality of the United States of America or any State.

               (vi)     Security Interest in Financed Vehicles. Immediately
     prior to the transfer of the Receivables by the Seller to the Depositor,
     each Receivable was secured by a valid, binding and enforceable first
     priority perfected security interest in favor of the Seller in the related
     Financed Vehicle, which security interest has been validly assigned by the
     Seller to the Depositor. The Servicer has received, or will receive within
     180 days after the Closing Date, the original certificate of title for each
     Financed Vehicle (other than any Financed Vehicle that is subject to a
     certificate of title statute or motor vehicle

                                       8



     registration law that does not require that the original certificate of
     title for such Financed Vehicle be delivered to the Seller).

               (vii)    Receivables in Force. No Receivable has been
     satisfied, subordinated or rescinded, nor has any Financed Vehicle been
     released in whole or in part from the Lien granted by the related
     Receivable.

               (viii)   No Waiver. No provision of any Receivable has been
     waived in such a manner that such Receivable fails to meet all of the
     representations and warranties made by the Seller in this Section 3.2(b)
     with respect thereto.

               (ix)     No Defenses. No Receivable is subject to any right of
     rescission, setoff, counterclaim or defense, including the defense of
     usury, and the operation of any of the terms of any Receivable, or the
     exercise of any right thereunder, will not render such Receivable
     unenforceable in whole or in part or subject to any right of rescission,
     setoff, counterclaim or defense, including the defense of usury, and the
     Seller has no knowledge of any such right of rescission, setoff,
     counterclaim or defense being asserted or threatened with respect to any
     Receivable.

               (x)      Liens. The Seller has no knowledge of any liens or
     claims that have been filed, including liens for work, labor or materials
     or for unpaid state or federal taxes, relating to any Financed Vehicle that
     are prior to, or equal or coordinate with, the security interest in such
     Financed Vehicle created by the related Receivable.

               (xi)     No Default. Except for payment defaults continuing for a
     period of not more than 30 days, the Seller has no knowledge that any
     default, breach, violation or event permitting acceleration under the terms
     of any Receivable has occurred or that any continuing condition that with
     notice or the lapse of time or both would constitute a default, breach,
     violation or event permitting acceleration under the terms of any
     Receivable has arisen, and the Seller has not waived any such event or
     condition.

               (xii)    Title. The Seller intends that the transfer of the
     Receivables contemplated by Section 2.1(a) constitute a sale of the
     Receivables from the Seller to the Depositor and that the beneficial
     interest in, and title to, the Receivables not be part of the Seller's
     estate in the event of the filing of a bankruptcy petition by or against
     the Seller under any bankruptcy law. The Seller has not sold, transferred,
     assigned or pledged any Receivable to any Person other than the Depositor.
     Immediately prior to the transfer of the Receivables contemplated by
     Section 2.1(a), the Seller had good and marketable title to the Receivables
     free and clear of any Lien, claim or encumbrance of any Person and,
     immediately upon such transfer, the Depositor shall have good and
     marketable title to the Receivables free and clear of any Lien, claim or
     encumbrance of any Person.

               (xiii)   Security Interest Matters. This Agreement creates a
     valid and continuing "security interest" (as defined in the Relevant UCC)
     in the Receivables in favor of the Depositor, which security interest is
     prior to all other Liens and is enforceable as such as against creditors of
     and purchasers from the Seller. With respect to each Receivable, the Seller
     has taken all steps necessary to perfect its security interest

                                       9



     against the related Obligor in the related Financed Vehicle. The
     Receivables constitute "tangible chattel paper" (as defined in the Relevant
     UCC). The Seller has caused or will cause prior to the Closing Date the
     filing of all appropriate financing statements in the proper filing offices
     in the appropriate jurisdictions under applicable law necessary to perfect
     the security interest in the Receivables granted to the Depositor under
     this Agreement. Other than the security interest granted to the Depositor
     under this Agreement, the Seller has not pledged, assigned, sold, granted a
     security interest in or otherwise conveyed any of the Receivables. The
     Seller has not authorized the filing of and is not aware of any financing
     statements against the Seller that include a description of collateral
     covering the Receivables other than any financing statement relating to the
     security interest granted to the Depositor under the Sale and Servicing
     Agreement or that has been terminated. The motor vehicle retail installment
     sale contracts that constitute or evidence the Receivables do not have any
     marks or notations indicating that they have been pledged, assigned or
     otherwise conveyed to any Person other than the Depositor, the Trust or the
     Indenture Trustee. The Seller is not aware of any judgment or tax lien
     filings against the Seller.

               (xiv)    Financing Statements. All financing statements filed
     or to be filed against the Seller in favor of the Trust (as assignee of the
     Depositor) contain a statement substantially to the following effect: "A
     purchase of or security interest in any collateral described in this
     financing statement will violate the rights of the Trust." All financing
     statements filed or to be filed against the Seller in favor of the
     Indenture Trustee (as assignee of the Trust) contain a statement
     substantially to the following effect: "A purchase of or security interest
     in any collateral described in this financing statement will violate the
     rights of the Indenture Trustee."

               (xv)     Valid Assignment. No Receivable has been originated
     in, or is subject to the laws of, any jurisdiction under which the sale,
     transfer, assignment and conveyance of such Receivable under this Agreement
     or the Sale and Servicing Agreement or the pledge of such Receivable under
     the Indenture is unlawful, void or voidable or under which such Receivable
     would be rendered void or voidable as a result of any such sale, transfer,
     assignment, conveyance or pledge. The Seller has not entered into any
     agreement with any account debtor that prohibits, restricts or conditions
     the assignment of the Receivables.

               (xvi)    One Original. There is only one original executed copy
     of each Receivable.

               (xvii)   Principal Balance. Each Receivable had an original
     Principal Balance of not more than $[__________] and a remaining Principal
     Balance as of the Cutoff Date of not less than $[__________].

               (xviii)  No Bankrupt Obligors. As of the Cutoff Date, no
     Receivable was due from an Obligor that was the subject of a proceeding
     under the Bankruptcy Code of the United States or was bankrupt.

                                       10



               (xix)    New and Used Vehicles. As of the Cutoff Date,
     approximately [____]% of the Pool Balance related to Receivables secured by
     new Financed Vehicles and approximately [____]% of the Pool Balance related
     to Receivables secured by used Financed Vehicles.

               (xx)     Origination. Each Receivable was originated after
     [__________], 20[__].

               (xxi)    Term to Maturity. Each Receivable had an original
     term to maturity of not more than [____] months and not less than [____]
     months and a remaining term to maturity as of the Cutoff Date of not more
     than [____] months and not less than [____] months.

               (xxii)   Weighted Average Remaining Term to Maturity. As of
     the Cutoff Date, the weighted average remaining term to maturity of the
     Receivables was approximately [____] months.

               (xxiii)  Annual Percentage Rate. Each Receivable has an APR
     of at least [____]% and not more than [____]%.

               (xxiv)   Location of Receivable Files. The Receivable Files are
     maintained at the location listed in Schedule 2 to the Sale and Servicing
     Agreement.

               (xxv)    Simple Interest Method. All payments with respect to the
     Receivables have been allocated consistently in accordance with the Simple
     Interest Method.

               (xxvi)   No Delinquent Receivables. As of the Cutoff Date,
     no payment due under any Receivable was more than 30 days past due.

               (xxvii)  Insurance. Each Obligor has obtained or agreed to obtain
     physical damage insurance (which insurance shall not be force placed
     insurance) covering the related Financed Vehicle in accordance with the
     Seller's normal requirements.

               (xxviii) Fair Market Value. The Receivables Purchase Price and
     the value of the Residual Interest represent the fair market value of the
     Receivables.

               (xxix)   Custodial Agreements. Immediately prior to the
     transfer of the Receivables by the Seller to the Depositor, the Seller or
     an Affiliate of the Seller had possession of the Receivable Files and there
     were no, and there will not be any, custodial agreements in effect
     materially adversely affecting the right or ability of the Seller to make,
     or cause to be made, any delivery required under this Agreement.

               (xxx)    Bulk Transfer Laws. The transfer of the Receivables
     and the Receivable Files by the Seller to the Depositor pursuant to this
     Agreement is not subject to the bulk transfer laws or any similar statutory
     provisions in effect in any applicable jurisdiction.

                                       11



          (c)  The Seller shall indemnify the Purchaser and hold the Purchaser
harmless against any losses, penalties, fines, forfeitures, legal fees and
related costs, judgments and other costs and expenses resulting from any third
party claim, demand, defense or assertion based on or grounded upon, or
resulting from, a breach of the Seller's representations and warranties set
forth in Section 3.2(b). The Trustees shall also have the remedies provided in
the Sale and Servicing Agreement.

          (d)  Any cause of action against the Seller relating to or arising out
of the breach of any of its representations and warranties set forth in Section
3.2(b) shall accrue as to any Receivable upon (i) discovery of such breach by
the Purchaser or either Trustee or notice thereof by the Seller to the
Purchaser, (ii) failure by the Seller to cure such breach and (iii) demand upon
the Seller by the Purchaser for all amounts payable in respect of such
Receivable under this Agreement.

          (e)  The Purchaser or the Seller, as the case may be, shall inform the
other parties promptly, in writing, upon discovery of any breach of the Seller's
representations and warranties set forth in Section 3.2(b) which materially and
adversely affects the interests of the Securityholders in any Receivable.

          (f)  If a breach of any representation or warranty set forth in
Section 3.2(b) which materially and adversely affects the interests of the
Purchaser, the Trust or the Securityholders in any Receivable shall not have
been cured by the close of business on the last day of the Collection Period
which includes the thirtieth day after the date on which the Seller becomes
aware of, or receives written notice from the Servicer, the Purchaser, the Owner
Trustee or the Insurer of, such breach or failure, the Seller shall repurchase
such Receivable from the Purchaser on the Distribution Date following such
Collection Period. In consideration for the repurchase of any such Receivable,
the Seller shall remit the Purchase Amount of such Receivable to the Purchaser.
Upon any such repurchase, the Purchaser shall, without further action, be deemed
to transfer, assign, set-over and otherwise convey to the Seller, without
recourse, representation or warranty, all the right, title and interest of the
Purchaser in, to and under such repurchased Receivable and all other related
assets described in Section 2.1(a). The Purchaser shall execute such documents
and instruments of transfer or assignment and take such other actions as shall
reasonably be requested by the Seller to effect the conveyance of such
Receivable pursuant to this section. The sole remedy of the Purchaser with
respect to a breach of the Seller's representations and warranties set forth in
Section 3.2(b) shall be to require the Seller to repurchase the related
Receivables pursuant to this section.

                                   ARTICLE IV
                                   CONDITIONS

          SECTION 4.1   Conditions to Obligation of the Purchaser. The
obligation of the Purchaser to purchase the Receivables from the Seller on the
Closing Date is subject to the satisfaction of the following conditions:

          (a)  Representations and Warranties True. The representations and
     warranties of CarMax contained herein and in the other Transaction
     Documents shall be true and correct on the Closing Date with the same
     effect as if made on the Closing Date, and each

                                       12



     of the Seller and the Servicer shall have performed all obligations to be
     performed by it hereunder and under the other Transaction Documents on or
     before the Closing Date.

          (b)  Computer Files Marked. The Seller shall, at its own expense, on
     or before the Closing Date, indicate in its computer files that the
     Receivables have been sold to the Purchaser pursuant to this Agreement and
     deliver to the Purchaser the Receivables Schedule, certified by an officer
     of the Seller to be true, correct and complete.

          (c)  Release of Lenders. The Seller shall obtain executed release
     agreements and UCC partial releases with respect to the Receivables from
     [____________________] and [____________________], in each case in form and
     substance satisfactory to the Purchaser.

          (d)  Documents to be Delivered. The Purchaser shall have received the
     following, all of which shall be dated as of the Closing Date or such other
     date as specified:

               (i)    the Receivables Schedule;

               (ii)   an Officer's Certificate of the Seller, in form and
          substance previously approved by the Purchaser and its counsel, as to,
          among other things, the representations and warranties of the Seller
          and satisfaction of conditions precedent;

               (iii)  an opinion or opinions of counsel for the Seller, in form
          and substance previously approved by the Purchaser and its counsel,
          addressed to the Purchaser;

               (iv)   [RESERVED];

               (v)    copies of resolutions of the board of directors of the
          Seller approving the execution, delivery and performance of the
          Transaction Documents to which the Seller is a party, and the
          performance of the transactions contemplated hereunder and thereunder,
          certified by the Secretary or an Assistant Secretary of the Seller;

               (vi)   copies of the articles of incorporation of the Seller,
          together with all amendments, revisions and supplements thereto,
          certified by the Virginia State Corporation Commission as of a recent
          date, and a certificate of fact from the Virginia State Corporation
          Commission, dated as of a recent date, to the effect that the Seller
          has been duly incorporated, is in good standing and has a legal
          corporate existence;

               (vii)  UCC search reports from the appropriate offices in
          Virginia as to the Seller;

               (viii) reliance letters to each opinion of counsel to the Seller
          or the Servicer delivered to Standard & Poor's, Moody's or the Insurer
          in connection

                                       13



          with the purchase of the Receivables hereunder or the issuance or sale
          of the Securities;

               (ix)   a financing statement to be filed with the Virginia State
          Corporation Commission, naming the Seller, as seller or debtor, the
          Purchaser, as purchaser or secured party, and the Trust, as assignee,
          naming the Receivables and the related property described in Section
          2.1(a) as collateral and meeting the requirements of the laws of each
          such jurisdiction and in such manner as is necessary to perfect the
          sale, transfer, assignment and conveyance of the Receivables to the
          Purchaser;

               (x)    the Bill of Sale; and

               (xi)   such other documents, certificates and opinions as may be
          reasonably requested by the Purchaser or its counsel.

          (e)  Execution of Transaction Documents. The Transaction Documents
     shall have been executed and delivered by the parties thereto.

          (f)  Insurance Policy Issued. The Insurance Policy shall have been
     issued and delivered by the Insurer.

          (g)  Rating of the Securities. Moody's and Standard & Poor's,
     respectively, shall have assigned ratings of (i) "Prime-1" and "A-1+" to
     the Class A-1 Notes and (ii) "Aaa" and "AAA" to the Class A-2 Notes, the
     Class A-3 Notes, the Class A-4 Notes and the Certificates.

          (h)  No Unsolicited Ratings. There shall not have been issued an
     unsolicited rating of any Class of Notes or the Certificates by any
     nationally recognized statistical rating agency at a level that is lower
     than the ratings for such Class of Notes or the Certificates from Moody's
     or Standard & Poor's specified in Section 4.1(g).

          (i)  Other Transactions. The transactions contemplated by the
     Transaction Documents and the Underwriting Agreement shall be consummated
     on the Closing Date.

          SECTION 4.2  Conditions to Obligation of the Seller. The
obligation of the Seller to sell the Receivables to the Purchaser on the Closing
Date is subject to the satisfaction of the following conditions:

          (a)  Representations and Warranties True. The representations and
     warranties of the Purchaser contained herein and in the other Transaction
     Documents shall be true and correct on the Closing Date with the same
     effect as if then made, and the Purchaser shall have performed all
     obligations to be performed by it hereunder and under the other Transaction
     Documents on or before the Closing Date.

          (b)  Payment of Receivables Purchase Price. In consideration of the
     sale of the Receivables from the Seller to the Purchaser as provided in
     Section 2.1, on the Closing

                                       14



     Date the Purchaser shall have paid the Seller an amount equal to the
     Receivables Purchase Price.

          (c)  Opinions of Purchaser. An opinion or opinions of counsel for the
     Purchaser addressed to the Seller, the Insurer and the Underwriters shall
     have been delivered.

                                    ARTICLE V
                             COVENANTS OF THE SELLER

          SECTION 5.1   Protection of Right, Title and Interest in, to and Under
the Receivables.

          (a)  The Seller, at its expense, shall cause all financing statements
and continuation statements and any other necessary documents covering the
Purchaser's right, title and interest in, to and under the Receivables and other
property conveyed by the Seller to the Purchaser hereunder to be promptly
authorized, recorded, registered and filed, and at all times to be kept
recorded, registered and filed, all in such manner and in such places as may be
required by law fully to preserve and protect the right, title and interest of
the Purchaser hereunder to the Receivables and such other property. The Seller
shall deliver to the Purchaser file-stamped copies of, or filing receipts for,
any document recorded, registered or filed as provided above, as soon as
available following such recording, registration or filing. The Purchaser shall
cooperate fully with the Seller in connection with the obligations set forth
above and will execute any and all documents reasonably required to fulfill the
intent of this subsection.

          (b)  Within five days after the Seller makes any change in its name,
identity or organizational structure which would make any financing statement or
continuation statement filed in accordance with Section 4.1(d) seriously
misleading within the meaning of the UCC as in effect in the applicable state,
the Seller shall give the Purchaser notice of any such change and, within 30
days after such change, shall authorize and file such financing statements or
amendments as may be necessary to continue the perfection of the Purchaser's
security interest in the Receivables and the proceeds thereof.

          (c)  The Seller shall give the Purchaser written notice within five
days of any relocation of the state of organization of the Seller or any office
in which the Seller keeps records concerning the Receivables and whether, as a
result of such relocation, the applicable provisions of the UCC would require
the filing of any amendment of any previously filed financing or continuation
statement or of any new financing statement and, within 30 days after such
relocation, shall authorize and file such financing statements or amendments as
may be necessary to continue the perfection of the interest of the Purchaser in
the Receivables and the proceeds thereof. The Seller shall at all times maintain
its state of organization, its principal place of business and its chief
executive office and the location of the office where the Receivables Files and
any accounts and records relating to the Receivables are kept within the United
States of America.

          (d)  The Seller shall maintain accounts and records as to each
Receivable accurately and in sufficient detail to permit (i) the reader thereof
to know at any time the status of

                                       15



such Receivable, including payments and recoveries made and payments owing (and
the nature of each) and (ii) reconciliation between payments or recoveries on
(or with respect to) each Receivable.

          (e)  The Seller shall maintain its computer systems so that, from and
after the time of the transfer of the Receivables to the Purchaser pursuant to
this Agreement, the Seller's master computer records (including any back-up
archives) that refer to a Receivable shall indicate clearly and unambiguously
that such Receivable is owned by the Purchaser (or, upon transfer of the
Receivables to the Issuer, by the Issuer). Indication of the Purchaser's
ownership of a Receivable shall be deleted from or modified on the Seller's
computer systems when, and only when, such Receivable shall have been paid in
full or repurchased by the Seller.

          (f)  If at any time the Seller shall propose to sell, grant a security
interest in or otherwise transfer any interest in any motor vehicle retail
installment sale contract to any prospective purchaser, lender or other
transferee, the Seller shall give to such prospective purchaser, lender or other
transferee computer tapes, compact disks, records or print-outs (including any
restored from back-up archives) that, if they shall refer in any manner
whatsoever to any Receivable, shall indicate clearly and unambiguously that such
Receivable has been sold and is owned by the Purchaser (or, upon transfer of the
Receivables to the Issuer, the Issuer), unless such Receivable has been paid in
full or repurchased by the Seller.

          (g)  The Seller shall permit the Purchaser and its agents at any time
during normal business hours to inspect, audit and make copies of and abstracts
from the Seller's records regarding any Receivable.

          (h)  If the Seller has repurchased one or more Receivables from the
Purchaser or the Issuer pursuant to Section 3.2(f), the Seller shall, upon
request, furnish to the Purchaser, within ten days, a list of all Receivables
(by receivable number and name of Obligor) then owned by the Purchaser, together
with a reconciliation of such list to the Receivables Schedule.

          SECTION 5.2   Security Interests. Except for the conveyances
hereunder, the Seller covenants that it will not sell, pledge, assign or
transfer to any other Person, or grant, create, incur, assume or suffer to exist
any Lien on any Receivable, whether now existing or hereafter created, or any
interest therein; the Seller will immediately notify the Purchaser of the
existence of any Lien on any Receivable and, in the event that the interests of
the Securityholders in such Receivable are materially and adversely affected,
such Receivable shall be repurchased from the Purchaser by the Seller in the
manner and with the effect specified in Section 3.2(f), and the Seller shall
defend the right, title and interest of the Purchaser in, to and under the
Receivables, whether now existing or hereafter created, against all claims of
third parties claiming through or under the Seller.

          SECTION 5.3   Delivery of Payments. The Seller covenants and agrees
to deliver in kind upon receipt to the Servicer under the Sale and Servicing
Agreement all payments received by the Seller in respect of the Receivables as
soon as practicable after receipt thereof by the Seller.

                                       16



          SECTION 5.4   No Impairment. The Seller covenants that it shall take
no action, nor omit to take any action, which would impair the rights of the
Purchaser in any Receivable, nor shall it, except as otherwise provided in this
Agreement or the Sale and Servicing Agreement, reschedule, revise or defer
payments due on any Receivable.

          SECTION 5.5   Costs and Expenses. The Seller shall pay all
reasonable costs and expenses  incurred in connection with the perfection of the
Purchaser's right, title and interest in, to and under the Receivables.

          SECTION 5.6   Hold Harmless. The Seller shall protect, defend,
indemnify and hold the Purchaser and the Issuer and their respective assigns and
their attorneys, accountants, employees, officers and directors harmless from
and against all losses, costs, liabilities, claims, damages and expenses of
every kind and character, as incurred, resulting from or relating to or arising
out of (i) the inaccuracy, nonfulfillment or breach of any representation,
warranty, covenant or agreement made by CarMax in this Agreement, (ii) any legal
action, including any counterclaim, that has either been settled by the
litigants (which settlement, if the Seller is not a party thereto shall be with
the consent of the Seller) or has proceeded to judgment by a court of competent
jurisdiction, in either case to the extent it is based upon alleged facts that,
if true, would constitute a breach of any representation, warranty, covenant or
agreement made by the Seller in this Agreement, (iii) any actions or omissions
of the Seller or any employee or agent of the Seller occurring prior to the
Closing Date with respect to any Receivable or Financed Vehicle or (iv) any
failure of a Receivable to be originated in compliance with all requirements of
law. These indemnity obligations shall be in addition to any obligation that the
Seller may otherwise have.

          SECTION 5.7   Merger, Consolidation or Assumption of the Obligations
of the Seller. The Seller shall not transfer or otherwise assign its obligations
as Servicer under the Sale and Servicing Agreement nor enter into any merger,
conversion or consolidation to which the Servicer is a party, unless the Insurer
shall otherwise consent in writing to any such transfer, assignment or
succession; provided, however, that the consent of the Insurer shall not be
required if the Servicer shall be the surviving entity in any such merger,
conversion or consolidation.

                                   ARTICLE VI
                            MISCELLANEOUS PROVISIONS

          SECTION 6.1   Amendment.

          (a)  This Agreement may be amended from time to time by a written
amendment duly executed and delivered by the Purchaser and the Seller, without
the consent of the Securityholders, to cure any ambiguity, to correct or
supplement any provision herein which may be inconsistent with any other
provision herein or to add any other provision with respect to matters or
questions arising under this Agreement which shall not be inconsistent with the
provisions of this Agreement or the Sale and Servicing Agreement; provided,
however, that any such amendment shall not, as evidenced by an Opinion of
Counsel to the Seller delivered to the Indenture Trustee, adversely affect in
any material respect the interests of the Securityholders or the Insurer.

                                       17



          (b)  This Agreement may also be amended from time to time for any
other purpose by a written amendment duly executed and delivered by the Seller
and by the Purchaser; provided, however, that any such amendment that materially
adversely affects the interests of the Securityholders under the Indenture, the
Sale and Servicing Agreement or the Trust Agreement must be consented to by the
Holders of Notes evidencing not less than 51% of the Note Balance and the
Holders of Certificates evidencing not less than 51% of the Certificate Balance;
and, provided further, that no such amendment shall be effective without the
consent of the Insurer if such amendment would reasonably be expected to have a
material adverse effect on the interests of the Insurer.

          (c)  Promptly after the execution of any amendment to this Agreement,
the Seller shall furnish written notification of the substance of such amendment
to the Owner Trustee, the Indenture Trustee and the Rating Agencies.

          SECTION 6.2   Termination. The respective obligations and
responsibilities of the Seller and the Purchaser created hereby shall terminate,
except for the indemnity obligations of the Seller as provided herein, upon the
termination of the Issuer as provided in the Trust Agreement.

          SECTION 6.3   Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS
LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.

          SECTION 6.4   Notices. All demands, notices and communications
hereunder shall be in writing and shall be deemed to have been duly given if
personally delivered at or sent by telecopier, overnight courier or mailed by
registered mail, return receipt requested, in the case of (i) the Purchaser, to
CarMax Auto Funding LLC, 4900 Cox Road, Suite 200, Glen Allen, Virginia 23060,
Attention: Treasurer and (ii) the Seller, to CarMax Auto Superstores, Inc., 4900
Cox Road, Glen Allen, Virginia 23060, Attention: Treasury Department; or, as to
either of such Persons, at such other address as shall be designated by such
Person in a written notice to the other Persons.

          SECTION 6.5   Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall for any
reason whatsoever be held invalid, then such covenants, agreements, provisions
or terms shall be deemed severable from the remaining covenants, agreements,
provisions and terms of this Agreement and shall in no way affect the validity
or enforceability of the other covenants, agreements, provisions and terms of
this Agreement or any amendment or supplement hereto.

          SECTION 6.6   Further Assurances. The Seller and the Purchaser agree
to do and perform, from time to time, any and all acts and to execute any and
all further instruments required or reasonably requested by the other party
hereto or by the Issuer or the Indenture Trustee more fully to effect the
purposes of this Agreement, including the execution of any financing statements,
amendments, continuation statements or releases relating to the

                                       18



Receivables for filing under the provisions of the UCC or other law of any
applicable jurisdiction.

          SECTION 6.7   No Waiver; Cumulative Remedies. No failure to exercise
and no delay in exercising, on the part of the Purchaser, the Issuer or the
Seller, any right, remedy, power or privilege hereunder shall operate as a
waiver thereof; nor shall any single or partial exercise of any right, remedy,
power or privilege hereunder preclude any other or further exercise thereof or
the exercise of any other right, remedy, power or privilege. The rights,
remedies, powers and privileges herein provided are cumulative and not
exhaustive of any rights, remedies, powers and privileges provided by law.

          SECTION 6.8   Counterparts. This Agreement may be executed in two or
more counterparts (and by different parties on separate counterparts), each of
which shall be an original, but all of which together shall constitute one and
the same instrument.

          SECTION 6.9   Third-Party Beneficiaries. This Agreement will inure
to the benefit of and be binding upon the parties hereto, the Issuer and the
Indenture Trustee for the benefit of the Securityholders and the Insurer, who
shall be considered to be third-party beneficiaries hereof. Except as otherwise
provided in this Agreement, no other Person will have any right or obligation
hereunder.

          SECTION 6.10  Headings and Table of Contents. The Table of Contents
and headings herein are for purposes of reference only and shall not otherwise
affect the meaning or interpretation of any provision hereof.

          SECTION 6.11  Representations, Warranties and Agreements to Survive.
The respective agreements, representations, warranties and other statements by
the Seller and by the Purchaser set forth in or made pursuant to this Agreement
shall remain in full force and effect and will survive the closing hereunder of
the transfers and assignments by the Seller to the Purchaser and by the
Purchaser to the Issuer and shall inure to the benefit of the Purchaser, the
Trustees and the Securityholders.

          SECTION 6.12  No Proceedings. The Seller covenants and agrees that
so long as this Agreement is in effect, and for one year plus one day following
its termination, it will not file any involuntary petition or otherwise
institute any bankruptcy, reorganization arrangement, insolvency or liquidation
proceeding or other proceedings under any federal or state bankruptcy law or
similar law against the Issuer or the Owner Trustee.

          SECTION 6.13  Accountant's Letters.

          (a)  The Seller shall cause a firm of independent certified public
accountants (who may also render other services to the Seller) to perform
certain procedures regarding the characteristics of the receivables as of the
Statistical Calculation Date (as defined in the Prospectus). The Seller shall
cooperate with the Purchaser and such accountants in making available all
information and taking all steps reasonably necessary to permit such accountants
to complete such procedures and to deliver the letters required of them under
the Underwriting Agreement.

                                       19



          (b)  The Seller shall cause a firm of independent certified public
accountants (who may also render other services to the Seller) to deliver to the
Purchaser a letter, dated [__________], 20[__], in the form previously agreed to
by the Seller and the Purchaser, with respect to the financial and statistical
information contained in the Prospectus under the caption "CarMax--Delinquency,
Credit Loss and Recovery Information" and with respect to such other information
as may be agreed in the forms of such letters.

          SECTION 6.14  Obligations of Purchaser. The obligations of the
Purchaser under this Agreement shall not be affected by reason of any
invalidity, illegality or irregularity of any Receivable.

                                       20



          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed by their respective officers as of the day and year first above
written.


                                          CARMAX AUTO SUPERSTORES, INC.,
                                           as Seller


                                          By:
                                             -----------------------------------
                                             Name:
                                             Title:


                                          CARMAX AUTO FUNDING LLC,
                                           as Purchaser


                                          By:
                                             -----------------------------------
                                             Name:
                                             Title:


                                                  Receivables Purchase Agreement



                                                                      SCHEDULE A
                              RECEIVABLES SCHEDULE

                           [ON FILE WITH THE SERVICER]



                                      SA-1



                                                                       EXHIBIT A

                           BILL OF SALE AND ASSIGNMENT

          For value received, in accordance with the receivables purchase
agreement, dated as of [__________], 20[__] (the "Receivables Purchase
Agreement"), between the undersigned and CarMax Auto Funding LLC (the
"Purchaser"), the undersigned does hereby sell, assign, transfer and otherwise
convey unto the Purchaser, without recourse, all right, title and interest of
the undersigned in and to (i) the Receivables listed on Schedule A hereto (the
"Receivables"); (ii) all amounts received on or in respect of the Receivables
(including proceeds of the repurchase of Receivables by the Seller pursuant to
the Receivables Purchase Agreement) after the Cutoff Date; (iii) the security
interests in the Financed Vehicles granted by the Obligors pursuant to the
Receivables; (iv) all proceeds from claims on or refunds of premiums of any
physical damage or theft insurance policies covering the Financed Vehicles and
any proceeds or refunds of premiums of any credit life or credit disability
insurance policies relating to the Financed Vehicles or the Obligors; (v) the
Receivable Files; (vi) the right to realize upon any property (including the
right to receive future Liquidation Proceeds) that shall have secured a
Receivable and have been repossessed by or on behalf of the Issuer; and (vii)
all present and future claims, demands, causes of action and choses in action in
respect of any or all of the foregoing and all payments on or under and all
proceeds of every kind and nature whatsoever in respect of any or all of the
foregoing, including all proceeds of the conversion thereof, voluntary or
involuntary, into cash or other liquid property, all cash proceeds, accounts,
accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit
accounts, insurance proceeds, condemnation awards, rights to payment of any and
every kind and other forms of obligations and receivables, instruments and other
property which at any time constitute all or part of or are included in the
proceeds of any of the foregoing.

          This Bill of Sale and Assignment is made pursuant to and upon the
representations, warranties and agreements on the part of the undersigned
contained in the Receivables Purchase Agreement and is to be governed by the
Receivables Purchase Agreement.

          Capitalized terms used and not otherwise defined herein shall have the
meaning assigned to them in the Receivables Purchase Agreement.

          IN WITNESS WHEREOF, the undersigned has caused this Bill of Sale and
Assignment to be duly executed as of [__________], 20[__].


                                          CARMAX AUTO SUPERSTORES, INC.


                                          By:
                                             -----------------------------------
                                             Name:
                                             Title:

                                      A-1



                                                                       EXHIBIT B

                    FORM OF RETAIL INSTALLMENT SALE CONTRACT

                                 [SEE ATTACHED]


                                       B-1