<PAGE>
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[__]

                                   ----------

<PAGE>

                                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

<PAGE>

                                   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

<PAGE>

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

<PAGE>

          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

<PAGE>

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

<PAGE>

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

<PAGE>

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

<PAGE>

          "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

<PAGE>

          "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

<PAGE>

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

<PAGE>

          "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

<PAGE>

          "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

<PAGE>

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

<PAGE>

     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

<PAGE>

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

<PAGE>

          "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

<PAGE>

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

<PAGE>

          "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

<PAGE>

          "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

<PAGE>

                                   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

<PAGE>

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

<PAGE>

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

<PAGE>

          (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

<PAGE>

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

<PAGE>

          (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

<PAGE>

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

<PAGE>

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

<PAGE>

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

<PAGE>

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

<PAGE>

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

<PAGE>

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

<PAGE>

     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

<PAGE>

          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

<PAGE>

          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

<PAGE>

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

<PAGE>

          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

<PAGE>

               (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

<PAGE>

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

<PAGE>

          (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

<PAGE>

               (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

<PAGE>

                                    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

<PAGE>

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

<PAGE>

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

<PAGE>

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

<PAGE>

          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

<PAGE>

               (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

<PAGE>

          (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

<PAGE>

          (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

<PAGE>

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

<PAGE>

          (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

<PAGE>

     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

<PAGE>

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

<PAGE>

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

<PAGE>

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

<PAGE>

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

<PAGE>

                                    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

<PAGE>

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

<PAGE>

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

<PAGE>

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

<PAGE>

          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

<PAGE>

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

<PAGE>

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

<PAGE>

          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

<PAGE>

                                   Schedule 1
                               Receivable Schedule
                               ---------------------

                           [ON FILE WITH THE SERVICER]


<PAGE>

                                   Schedule 2
                          Location of Receivable Files
                          ----------------------------

225 Chastain Meadows Court
Kennesaw, Georgia  30144


<PAGE>

                                    Exhibit A
                         Form of Servicer's Certificate
                         ------------------------------

                                 [SEE ATTACHED]


                                       A-1

<PAGE>

                                    Exhibit B
                        Form of Statement to Noteholders
                        --------------------------------

                                 [SEE EXHIBIT A]


                                       B-1

<PAGE>

                                    Exhibit C
                     Form of Statement to Certificateholders
                     ---------------------------------------

                                 [SEE EXHIBIT A]

                                       C-1