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Exhibit 4.2.2 - Form of Indenture for Insured Offerings


                      CARMAX AUTO OWNER TRUST 20[__]-[__],
                                   as Issuer,

                                       and

                             [______________________],
                              as Indenture Trustee

                                   ----------

                                    INDENTURE
                        Dated as of [__________], 20[__]


                                   ----------

             $[_______________] [____]% Class A-1 Asset-Backed Notes
             $[_______________] [____]% Class A-2 Asset-Backed Notes
             $[_______________] [____]% Class A-3 Asset-Backed Notes
             $[_______________] [____]% Class A-4 Asset-Backed Notes

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                            CROSS REFERENCE TABLE(1)

  TIA                                                                  Indenture
Section                                                                 Section
-------                                                                 -------

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

----------
(1)  Note: This Cross Reference Table shall not, for any purpose, be deemed to
be part of this Indenture.
(2)  N.A. means Not Applicable.

                                       i

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                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

                                    ARTICLE I
                   DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.1      Definitions.................................................. 2
SECTION 1.2      Incorporation by Reference of Trust Indenture Act........... 11
SECTION 1.3      Rules of Construction....................................... 11

                                   ARTICLE II
                                    THE NOTES

SECTION 2.1      Form........................................................ 12
SECTION 2.2      Execution, Authentication and Delivery...................... 13
SECTION 2.3      Temporary Notes............................................. 13
SECTION 2.4      Tax Treatment............................................... 14
SECTION 2.5      Registration; Registration of Transfer and Exchange......... 14
SECTION 2.6      Mutilated, Destroyed, Lost or Stolen Notes.................. 15
SECTION 2.7      Persons Deemed Owners....................................... 16
SECTION 2.8      Payments.................................................... 16
SECTION 2.9      Cancellation................................................ 20
SECTION 2.10     Release of Collateral....................................... 20
SECTION 2.11     Book-Entry Notes............................................ 20
SECTION 2.12     Notices to Clearing Agency.................................. 21
SECTION 2.13     Definitive Notes............................................ 21
SECTION 2.14     Authenticating Agents....................................... 22

                                   ARTICLE III
                                    COVENANTS

SECTION 3.1      Payment of Principal and Interest........................... 22
SECTION 3.2      Maintenance of Office or Agency............................. 22
SECTION 3.3      Money for Payments To Be Held in Trust...................... 23
SECTION 3.4      Existence................................................... 24
SECTION 3.5      Protection of Trust Estate.................................. 24
SECTION 3.6      Opinions as to Trust Estate................................. 25
SECTION 3.7      Performance of Obligations; Servicing of Receivables........ 25
SECTION 3.8      Negative Covenants.......................................... 27
SECTION 3.9      Annual Statement as to Compliance........................... 28
SECTION 3.10     Issuer May Consolidate, etc., Only on Certain Terms......... 28
SECTION 3.11     Successor or Transferee..................................... 30
SECTION 3.12     No Other Business........................................... 30
SECTION 3.13     No Borrowing................................................ 30
SECTION 3.14     Servicer's Obligations...................................... 31
SECTION 3.15     Guarantees, Loans, Advances and Other Liabilities........... 31

                                       i

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SECTION 3.16     Capital Expenditures........................................ 31
SECTION 3.17     Restricted Payments......................................... 31
SECTION 3.18     Notice of Events of Default................................. 31
SECTION 3.19     Removal of Administrator.................................... 31
SECTION 3.20     Further Instruments and Acts................................ 31

                                   ARTICLE IV
                           SATISFACTION AND DISCHARGE

SECTION 4.1      Satisfaction and Discharge of Indenture..................... 32
SECTION 4.2      Satisfaction, Discharge and Defeasance of the Notes......... 33
SECTION 4.3      Application of Trust Money.................................. 34
SECTION 4.4      Repayment of Monies Held by Paying Agent.................... 34

                                    ARTICLE V
                                    REMEDIES

SECTION 5.1      Events of Default........................................... 34
SECTION 5.2      Acceleration of Maturity; Rescission and Annulment.......... 36
SECTION 5.3      Collection of Indebtedness and Suits for Enforcement by
                 Indenture Trustee........................................... 37
SECTION 5.4      Remedies.................................................... 39
SECTION 5.5      Optional Preservation of the Receivables.................... 41
SECTION 5.6      Limitation of Suits......................................... 41
SECTION 5.7      Unconditional Rights of Noteholders to Receive Principal
                 and Interest................................................ 42
SECTION 5.8      Restoration of Rights and Remedies.......................... 42
SECTION 5.9      Rights and Remedies Cumulative.............................. 42
SECTION 5.10     Delay or Omission Not a Waiver.............................. 42
SECTION 5.11     Control by Noteholders...................................... 42
SECTION 5.12     Waiver of Past Defaults..................................... 43
SECTION 5.13     Undertaking for Costs....................................... 43
SECTION 5.14     Waiver of Stay or Extension Laws............................ 44
SECTION 5.15     Action on Notes............................................. 44
SECTION 5.16     Performance and Enforcement of Certain Obligations.......... 44

                                   ARTICLE VI
                              THE INDENTURE TRUSTEE

SECTION 6.1      Duties of Indenture Trustee................................. 45
SECTION 6.2      Rights of Indenture Trustee................................. 46
SECTION 6.3      Individual Rights of Indenture Trustee...................... 47
SECTION 6.4      Indenture Trustee's Disclaimer.............................. 47
SECTION 6.5      Notice of Defaults.......................................... 47
SECTION 6.6      Reports by Indenture Trustee to Holders..................... 48
SECTION 6.7      Compensation and Indemnity.................................. 48
SECTION 6.8      Replacement of Indenture Trustee............................ 48
SECTION 6.9      Successor Indenture Trustee by Merger....................... 49

                                       ii

<PAGE>

SECTION 6.10     Appointment of Co-Indenture Trustee or Separate
                 Indenture Trustee........................................... 50
SECTION 6.11     Eligibility; Disqualification............................... 51
SECTION 6.12     Preferential Collection of Claims Against Issuer............ 51

                                   ARTICLE VII
                         NOTEHOLDERS' LISTS AND REPORTS

SECTION 7.1      Issuer To Furnish Indenture Trustee Names and Addresses of
                 Noteholders................................................. 51
SECTION 7.2      Preservation of Information; Communications to Noteholders.. 51
SECTION 7.3      Reports by Issuer........................................... 52
SECTION 7.4      Reports by Indenture Trustee................................ 52

                                  ARTICLE VIII
                      ACCOUNTS, DISBURSEMENTS AND RELEASES

SECTION 8.1      Collection of Money......................................... 53
SECTION 8.2      Trust Accounts.............................................. 53
SECTION 8.3      General Provisions Regarding Accounts....................... 53
SECTION 8.4      Release of Trust Estate..................................... 54
SECTION 8.5      Opinion of Counsel.......................................... 55

                                   ARTICLE IX
                             SUPPLEMENTAL INDENTURES

SECTION 9.1      Supplemental Indentures Without Consent of Noteholders...... 55
SECTION 9.2      Supplemental Indentures with Consent of Noteholders......... 56
SECTION 9.3      Execution of Supplemental Indentures........................ 58
SECTION 9.4      Effect of Supplemental Indenture............................ 58
SECTION 9.5      Conformity with Trust Indenture Act......................... 58
SECTION 9.6      Reference in Notes to Supplemental Indentures............... 58

                                    ARTICLE X
                               REDEMPTION OF NOTES

SECTION 10.1     Redemption.................................................. 59
SECTION 10.2     Form of Redemption Notice................................... 59
SECTION 10.3     Notes Payable on Redemption Date............................ 60

                                   ARTICLE XI
                                  MISCELLANEOUS

SECTION 11.1     Compliance Certificates and Opinions, etc................... 60
SECTION 11.2     Form of Documents Delivered to Indenture Trustee............ 62
SECTION 11.3     Acts of Noteholders......................................... 62
SECTION 11.4     Notices, etc., to Indenture Trustee, Issuer and Rating
                 Agencies.................................................... 63
SECTION 11.5     Notices to Noteholders; Waiver.............................. 64

                                      iii

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SECTION 11.6     Alternate Payment and Notice Provisions..................... 64
SECTION 11.7     Conflict with Trust Indenture Act........................... 64
SECTION 11.8     Effect of Headings and Table of Contents.................... 65
SECTION 11.9     Successors and Assigns...................................... 65
SECTION 11.10    Severability................................................ 65
SECTION 11.11    Benefits of Indenture....................................... 65
SECTION 11.12    Legal Holiday............................................... 65
SECTION 11.13    GOVERNING LAW............................................... 65
SECTION 11.14    Counterparts................................................ 65
SECTION 11.15    Recording of Indenture...................................... 65
SECTION 11.16    Trust Obligation............................................ 66
SECTION 11.17    No Petition................................................. 66
SECTION 11.18    Inspection.................................................. 66
SECTION 11.19    Certain Matters Regarding the Insurer....................... 66
SECTION 11.20    Third-Party Beneficiaries................................... 67

Exhibit A-1      Form of Class A-1 Note
Exhibit A-2      Form of Class A-2 Note
Exhibit A-3      Form of Class A-3 Note
Exhibit A-4      Form of Class A-4 Note
Exhibit B        Form of Opinion of Counsel

                                       iv

<PAGE>

          INDENTURE, dated as of [__________], 20[__] (as amended, supplemented
or otherwise modified and in effect from time to time, this "Indenture"),
between CARMAX AUTO OWNER TRUST 20[__]-[__], a Delaware statutory trust (the
"Issuer"), and [____________________], a [____________________], not in its
individual capacity but solely as indenture trustee (in such capacity, the
"Indenture Trustee").

          Each party agrees as follows for the benefit of the other party and
for the equal and ratable benefit of the holders of the Issuer's [____]% Class
A-1 Asset-Backed Notes (the "Class A-1 Notes"), [____]% Class A-2 Asset-Backed
Notes (the "Class A-2 Notes"), [____]% Class A-3 Asset-Backed Notes (the "Class
A-3 Notes") and [____]% Class A-4 Asset-Backed Notes (the "Class A-4 Notes" and,
collectively with the Class A-1 Notes, the Class A-2 Notes and the Class A-3
Notes, the "Notes"):

                                 GRANTING CLAUSE

          The Issuer hereby Grants to the Indenture Trustee on the Closing Date,
as Indenture Trustee for the benefit of the Holders of the Notes, all of the
Issuer's right, title and interest in, to and under, whether now owned or
existing or hereafter acquired or arising (i) the Receivables; (ii) all amounts
received on or in respect of the Receivables after the Cutoff Date; (iii) the
security interests in the Financed Vehicles granted by the Obligors pursuant to
the Receivables; (iv) all proceeds from claims on or refunds of premiums with
respect to any physical damage, theft, credit life or credit disability
insurance policies relating to the Financed Vehicles or the Obligors; (v) the
Receivable Files; (vi) the Collection Account, the Note Payment Account and the
Reserve Account and all amounts, securities, financial assets, investments and
other property deposited in or credited to any of the foregoing and all proceeds
thereof; (vii) all rights of the Depositor under the Receivables Purchase
Agreement, including the right to require the Seller to repurchase Receivables
from the Depositor; (viii) all rights of the Issuer under the Sale and Servicing
Agreement, including the right to require the Servicer to purchase Receivables
from the Issuer; and (ix) all present and future claims, demands, causes of
action and choses in action in respect of any or all of the foregoing and all
payments on or under and all proceeds of every kind and nature whatsoever in
respect of any or all of the foregoing, including all proceeds of the conversion
thereof, voluntary or involuntary, into cash or other liquid property, all
accounts, general intangibles, chattel paper, instruments, documents, money,
investment property, deposit accounts, letters of credit, letter-of-credit
rights, insurance proceeds, condemnation awards, rights to payment of any and
every kind and other forms of obligations and all other property which at any
time constitutes all or part of or is included in the proceeds of any of the
foregoing (collectively, the "Collateral").

          The foregoing Grant is made in trust to secure the payment of
principal of and interest on, and any other amounts owing in respect of, the
Notes, equally and ratably without prejudice, priority or distinction, and to
secure compliance with the provisions of this Indenture, all as provided in this
Indenture.

          The Indenture Trustee, as Indenture Trustee on behalf of the Holders
of the Notes, acknowledges such Grant, accepts the trusts under this Indenture
in accordance with the provisions of this Indenture and agrees to perform its
duties required in this Indenture to the best

<PAGE>

of its ability to the end that the interests of the Holders of the Notes may be
adequately and effectively protected.

                                    ARTICLE I
                   DEFINITIONS AND INCORPORATION BY REFERENCE

          SECTION 1.1   Definitions.

          (a)  Except as otherwise specified herein or as the context may
otherwise require, the following terms shall have the respective meanings set
forth below for all purposes of this Indenture.

          "Accrual Period" shall mean (i) in the case of the Class A-1 Notes,
each period from and including a Distribution Date to but excluding the
following Distribution Date (or, in the case of the initial Accrual Period, the
period from and including the Closing Date to but excluding the initial
Distribution Date) and (ii) in the case of the Class A-2 Notes, the Class A-3
Notes and the Class A-4 Notes, each period from and including the 15th day of a
month to but excluding the 15th day of the following month (or, in the case of
the initial Accrual Period, the period from and including the Closing Date to
but excluding [__________], 20[__]).

          "Act" shall have the meaning specified in Section 11.3(a).

          "Administration Agreement" shall mean the Administration Agreement,
dated as of [__________], 20[__], among the Administrator, the Issuer and the
Indenture Trustee, as amended, supplemented or otherwise modified and in effect
from time to time.

          "Administrator" shall mean CarMax, or any successor Administrator
under the Administration Agreement.

          "Authenticating Agent" shall have the meaning specified in Section
2.14.

          "Authorized Officer" shall mean, with respect to the Issuer, any
officer of the Owner Trustee who is authorized to act for or on behalf of the
Owner Trustee in matters relating to the Issuer and who is identified on the
list of Authorized Officers delivered by the Owner Trustee to the Indenture
Trustee on the Closing Date (as such list may be modified or supplemented from
time to time thereafter) and, for so long as the Administration Agreement is in
full force and effect, any officer of the Administrator who is authorized to act
for the Administrator in matters relating to the Issuer and to be acted upon by
the Administrator pursuant to the Administration Agreement.

          "Book-Entry Notes" shall mean a beneficial interest in the Notes,
ownership and transfers of which shall be made through book entries by a
Clearing Agency as described in Section 2.11.

          "Business Day" shall mean any day other than a Saturday, a Sunday or a
day on which banking institutions or trust companies in New York, New York,
Wilmington, Delaware, [____________________], [____________________] or
Richmond, Virginia are authorized or obligated by law, executive order or
governmental decree to remain closed.

                                       2

<PAGE>

          "CarMax" shall mean CarMax Auto Superstores, Inc., a Virginia
corporation, and its successors and assigns.

          "Certificate of Trust" shall have the meaning specified in the Trust
Agreement.

          "Class" shall mean a class of Notes, which may be the Class A-1 Notes,
the Class A-2 Notes, the Class A-3 Notes or the Class A-4 Notes.

          "Class A-1 Final Distribution Date" shall mean the [__________] 20[__]
Distribution Date.

          "Class A-1 Noteholder" shall mean the Person in whose name a Class A-1
Note is registered on the Note Register.

          "Class A-1 Notes" shall mean the [____]% Class A-1 Asset-Backed Notes
issued by the Issuer pursuant to this Indenture in the initial aggregate
principal amount of $[_______________].

          "Class A-1 Rate" shall mean [____]% per annum.

          "Class A-2 Final Distribution Date" shall mean the [__________] 20[__]
Distribution Date.

          "Class A-2 Noteholder" shall mean the Person in whose name a Class A-2
Note is registered on the Note Register.

          "Class A-2 Notes" shall mean the [____]% Class A-2 Asset-Backed Notes
issued by the Issuer pursuant to this Indenture in the initial aggregate
principal amount of $[_______________].

          "Class A-2 Rate" shall mean [____]% per annum.

          "Class A-3 Final Distribution Date" shall mean the [__________] 20[__]
Distribution Date.

          "Class A-3 Noteholder" shall mean the Person in whose name a Class A-3
Note is registered on the Note Register.

          "Class A-3 Notes" shall mean the [____]% Class A-3 Asset-Backed Notes
issued by the Issuer pursuant to this Indenture in the initial aggregate
principal amount of $[_______________].

          "Class A-3 Rate" shall mean [____]% per annum.

          "Class A-4 Final Distribution Date" shall mean the [__________] 20[__]
Distribution Date.

          "Class A-4 Noteholder" shall mean the Person in whose name a Class A-4
Note is registered on the Note Register.

                                       3

<PAGE>

          "Class A-4 Notes" shall mean the [____]% Class A-4 Asset-Backed Notes
issued by the Issuer pursuant to this Indenture in the initial aggregate
principal amount of $[_______________].

          "Class A-4 Rate" shall mean [____]% per annum.

          "Class Final Distribution Date" shall mean all or any of the Class A-1
Final Distribution Date, the Class A-2 Final Distribution Date, the Class A-3
Final Distribution Date and the Class A-4 Final Distribution Date, as the
context requires.

          "Clearing Agency" shall mean an organization registered as a "clearing
agency" pursuant to Section 17A of the Exchange Act.

          "Clearing Agency Participant" shall mean a broker, dealer, bank, other
financial institution or other Person for whom from time to time a Clearing
Agency effects book-entry transfers and pledges of securities deposited with the
Clearing Agency.

          "Closing Date" shall mean [__________], 20[__].

          "Code" shall mean the Internal Revenue Code of 1986, as amended from
time to time, and the Treasury Regulations promulgated thereunder.

          "Collateral" shall have the meaning specified in the Granting Clause
of this Indenture.

          "Collection Period" shall mean each calendar month during the term of
this Agreement or, in the case of the initial Collection Period, the period from
but excluding the Cutoff Date to and including [__________], 20[__].

          "Commission" shall mean the Securities and Exchange Commission, and
its successors.

          "Corporate Trust Office" shall mean the principal office of the
Indenture Trustee at which at any particular time its corporate trust business
shall be administered, which office at date of execution of this Indenture is
located at [____________________], [____________________], Attention:
[____________________], or at such other address as the Indenture Trustee may
designate from time to time by written notice to the Noteholders and the Issuer,
or the principal corporate trust office of any successor Indenture Trustee at
the address designated by such successor Indenture Trustee by written notice to
the Noteholders and the Issuer.

          "Default" shall mean any event that, with notice or the lapse of time
or both, would become an Event of Default.

          "Definitive Notes" shall have the meaning specified in Section 2.11.

          "Depositor" shall mean CarMax Auto Funding LLC, a Delaware limited
liability company, and its successors.

                                       4

<PAGE>

          "Distribution Date" shall mean the 15th day of each month or, if such
15th day is not a Business Day, the following Business Day, commencing on
[__________], 20[__].

          "Event of Default" shall have the meaning specified in Section 5.1.

          "Excess Collections" shall have the meaning specified in Section
2.8(a)(xii).

          "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.

          "Executive Officer" shall mean, with respect to any corporation or
limited liability company, as applicable, the Chief Executive Officer, the Chief
Operating Officer, the Chief Financial Officer, the President, any Executive
Vice President, any Senior Vice President, any Vice President, the Secretary or
the Treasurer of such corporation or limited liability company, and, with
respect to any partnership, any general partner of such partnership.

          "Grant" shall mean to mortgage, pledge, bargain, sell, warrant,
alienate, remise, release, convey, assign, transfer, create, and to grant a lien
upon and a security interest in and right of set-off against, and to deposit,
set over and confirm pursuant to this Indenture. A Grant of the Collateral or of
any other agreement or instrument shall include all rights, powers and options
(but none of the obligations) of the granting party thereunder, including the
immediate and continuing right to claim for, collect, receive and give receipt
for principal and interest payments in respect of the Collateral and all other
monies payable thereunder, to give and receive notices and other communications,
to make waivers or other agreements, to exercise all rights and options, to
bring Proceedings in the name of the granting party or otherwise, and generally
to do and receive anything that the granting party is or may be entitled to do
or receive thereunder or with respect thereto.

          "Holder" or "Noteholder" shall mean the Person in whose name a Note is
registered in the Note Register.

          "Indemnification Agreement" shall mean the Indemnification Agreement,
dated as of [__________], 20[__], among the Insurer, CarMax, as seller, the
Depositor and the Underwriters (as defined therein), as amended, supplemented or
otherwise modified and in effect from time to time.

          "Indenture Trustee" shall mean [____________________], a
[____________________], not in its individual capacity but solely as Indenture
Trustee under this Indenture, and any successor Indenture Trustee under this
Indenture.

          "Independent" shall mean, when used with respect to any specified
Person, that such Person (i) is in fact independent of the Issuer, any other
obligor on the Notes, the Depositor, the Seller, the Servicer and any Affiliate
of any of the foregoing Persons, (ii) does not have any direct financial
interest or any material indirect financial interest in the Issuer, any such
other obligor, the Depositor, the Seller, the Servicer or any Affiliate of any
of the foregoing Persons and (iii) is not connected with the Issuer, any such
other obligor, the Depositor, the Seller, the Servicer or any Affiliate of any
of the foregoing Persons as an officer, employee, promoter, underwriter,
trustee, partner, director or person performing similar functions.

                                       5

<PAGE>

          "Independent Certificate" shall mean a certificate or opinion to be
delivered to the Indenture Trustee under the circumstances described in, and
otherwise complying with, the applicable requirements of Section 11.1, made by
an Independent appraiser or other expert appointed by an Issuer Order and
approved by the Indenture Trustee in the exercise of reasonable care, and such
opinion or certificate shall state that the signer has read the definition of
"Independent" in this Indenture and that the signer is Independent within the
meaning thereof.

          "Insolvency Event" shall mean, with respect to any Person, (i) the
making by such Person of a general assignment for the benefit of creditors, (ii)
the filing by such Person of a voluntary petition in bankruptcy, (iii) such
Person being adjudged bankrupt or insolvent, or having had entered against such
Person an order for relief in any bankruptcy or insolvency proceeding, (iv) the
filing by such Person of a petition or answer seeking reorganization,
arrangement, composition, readjustment, liquidation, dissolution or similar
relief under any statute, law or regulation, (v) the filing by such Person of an
answer or other pleading admitting or failing to contest the material
allegations of a petition filed against such Person in any proceeding specified
in clause (vii) below, (vi) seeking, consenting to or acquiescing in the
appointment of a trustee, receiver or liquidator of such Person or of all or any
substantial part of the assets of such Person or (vii) the failure to obtain
dismissal within sixty (60) days of the commencement of any proceeding against
such Person seeking reorganization, arrangement, composition, readjustment,
liquidation, dissolution or similar relief under any statute, law or regulation,
or the entry of any order appointing a trustee, liquidator or receiver of such
Person of all or any substantial portion of the assets of such Person.

          "Insurance Agreement" shall mean the Insurance and Reimbursement
Agreement, dated as of [__________], 20[__], among the Insurer, CarMax, in its
individual capacity and as seller and servicer, and the Depositor, as amended,
supplemented or otherwise modified and in effect from time to time.

          "Insurance Premium" shall have the meaning specified in the Premium
Side Letter Agreement.

          "Insurer" shall mean [____________________, a [____________________],
and its successors.

          "Insurer Default" shall mean a default by the Insurer under the Policy
(after giving effect to any applicable cure period) or the occurrence of an
Insolvency Event with respect to the Insurer.

          "Issuer" shall mean CarMax Auto Owner Trust 20[__]-[__] or any
successor to CarMax Auto Owner Trust 20[__]-[__] and, for purposes of any
provision contained herein and required by the TIA, each other obligor on the
Notes.

          "Issuer Order" shall mean a written order signed in the name of the
Issuer by an Authorized Officer of the Issuer and delivered to the Indenture
Trustee by the Administrator, if signed by an officer of the Administrator, or
at the written direction of the Depositor, if signed by an officer of the Owner
Trustee.

                                       6

<PAGE>

          "Issuer Request" shall mean a written request signed in the name of
the Issuer by an Authorized Officer of the Issuer and delivered to the Indenture
Trustee by the Administrator, if signed by an officer of the Administrator, or
at the written direction of the Depositor, if signed by an officer of the Owner
Trustee.

          "Moody's" shall mean Moody's Investors Service, Inc., and its
successors.

          "Net Principal Policy Amount" shall mean, as of any date, the sum of
the Note Balance plus the Certificate Balance, in each case as of the Closing
Date, minus all amounts previously drawn on the Policy or withdrawn from the
Reserve Account with respect to Monthly Note Principal or Monthly Certificate
Principal.

          "Note Balance" shall mean, at any time, the aggregate principal amount
of all Notes Outstanding at such time.

          "Note Depository Agreement" shall mean the Letter of Representations
dated [__________], 20[__], among the Issuer, the Indenture Trustee and The
Depository Trust Company, as the initial Clearing Agency, relating to the Notes.

          "Note Owner" shall mean, with respect to any Book-Entry Note, the
Person who is the beneficial owner of such Book-Entry Note as reflected on the
books of the Clearing Agency or on the books of a Person maintaining an account
with such Clearing Agency (directly as a Clearing Agency Participant or as an
indirect participant, in each case in accordance with the rules of such Clearing
Agency).

          "Note Rate" shall mean, in the case of the Class A-1 Notes, the Class
A-1 Rate, in the case of the Class A-2 Notes, the Class A-2 Rate, in the case of
the Class A-3 Notes, the Class A-3 Rate, and in the case of the Class A-4 Notes,
the Class A-4 Rate.

          "Note Register" shall have the meaning specified in Section 2.5.

          "Note Registrar" shall have the meaning specified in Section 2.5.

          "Noteholders" shall mean the Class A-1 Noteholders, the Class A-2
Noteholders, the Class A-3 Noteholders and the Class A-4 Noteholders.

          "Notes" shall mean the Class A-1 Notes, the Class A-2 Notes, the Class
A-3 Notes and the Class A-4 Notes.

          "Officer's Certificate" shall mean a certificate signed by an
Authorized Officer of the Issuer and delivered to the Indenture Trustee, which
certificate shall comply with the applicable requirements of Section 11.1.

          "Opinion of Counsel" shall mean one or more written opinions of
counsel who may, except as otherwise expressly provided in this Indenture, be an
employee of, or outside counsel to, the Issuer, the Depositor, the Seller or the
Servicer and who shall be acceptable to the Indenture Trustee, which opinion or
opinions shall be addressed to the Indenture Trustee as

                                       7

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Indenture Trustee, shall comply with any applicable requirements of Section 11.1
and shall be in form and substance satisfactory to the Indenture Trustee.

          "Outstanding" shall mean, as of the date of determination, all Notes
theretofore authenticated and delivered under this Indenture except:

               (i)    Notes theretofore canceled by the Note Registrar or
     delivered to the Note Registrar for cancellation;

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

               (iii)  Notes in exchange for or in lieu of which other Notes have
     been authenticated and delivered pursuant to this Indenture unless proof
     satisfactory to the Indenture Trustee is presented that any such Notes are
     held by a "protected purchaser" (as defined in the Relevant UCC);

provided, however, that in determining whether the Holders of the requisite
principal amount of the Notes Outstanding have given any request, demand,
authorization, direction, notice, consent or waiver hereunder or under any
Transaction Document, Notes owned by the Issuer, any other obligor upon the
Notes, the Depositor, the Seller, the Servicer or any Affiliate of any of the
foregoing Persons shall be disregarded and deemed not to be Outstanding, except
that, in determining whether the Indenture Trustee shall be protected in relying
on any such request, demand, authorization, direction, notice, consent or
waiver, only Notes that a Responsible Officer knows to be so owned shall be so
disregarded. Notes so owned that have been pledged in good faith may be regarded
as Outstanding if the pledgee establishes to the satisfaction of the Indenture
Trustee the pledgee's right so to act with respect to such Notes and that the
pledgee is not the Issuer, any other obligor upon the Notes, the Depositor, the
Seller, the Servicer or any Affiliate of any of the foregoing Persons.

          "Owner Trustee" shall mean [____________________], a
[____________________], not in its individual capacity but solely as Owner
Trustee under the Trust Agreement, and any successor Owner Trustee under the
Trust Agreement.

          "Paying Agent" shall mean the Indenture Trustee or any other Person
that meets the eligibility standards for the Indenture Trustee specified in
Section 6.11 and is authorized by the Issuer to make payments to and
distributions from the Collection Account and the Note Payment Account,
including payment of principal of or interest on the Notes, on behalf of the
Issuer.

          "Policy" shall mean the Financial Guaranty Insurance Policy, dated
[__________], 20[__], issued by the Insurer for the benefit of the Indenture
Trustee, on behalf of the Noteholders and the Certificateholders, and having a
maximum amount available to be drawn with respect to any Distribution Date equal
to the Policy Amount for such Distribution Date.

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<PAGE>

          "Policy Amount" shall mean, for any Distribution Date:

               (x)    the sum of (A) the lesser of (i) the sum of the Note
     Balance plus the Certificate Balance, in each case as of such Distribution
     Date (after giving effect to any distribution of Available Collections and
     any funds withdrawn from the Reserve Account to pay principal to the
     Noteholders or the Certificateholders with respect to such Distribution
     Date) and (ii) the Net Principal Policy Amount as of such Distribution Date
     (after giving effect to any funds withdrawn from the Reserve Account to pay
     principal to the Noteholders or the Certificateholders with respect to such
     Distribution Date) plus (B) the Total Servicing Fee for the preceding
     Collection Period plus (C) the Total Note Interest for such Distribution
     Date plus (D) the Total Certificate Interest for such Distribution Date;

               minus:

               (y)    the amount on deposit in and available for withdrawal from
     the Reserve Account on such Distribution Date (after giving effect to any
     funds withdrawn from the Reserve Account to pay principal to the
     Noteholders or the Certificateholders with respect to such Distribution
     Date).

          "Predecessor Note" shall mean, with respect to any particular Note,
every previous Note evidencing all or a portion of the same debt as that
evidenced by such particular Note. Any Note authenticated and delivered under
Section 2.6 in lieu of a mutilated, lost, destroyed or stolen Note shall be
deemed, for purposes of this definition, to evidence the same debt as the
mutilated, lost, destroyed or stolen Note.

          "Premium Side Letter Agreement" shall have the meaning specified in
the Insurance Agreement.

          "Proceeding" shall mean any suit in equity, action at law or other
judicial or administrative proceeding.

          "Rating Agency" shall mean Moody's or Standard & Poor's; provided,
however, that if Moody's and Standard & Poor's cease to exist, Rating Agency
shall mean any nationally recognized statistical rating organization or other
comparable Person designated by the Issuer, written notice of which designation
shall have been given to the Depositor, the Servicer, the Indenture Trustee, the
Owner Trustee and the Insurer.

          "Rating Agency Condition" shall mean, with respect to any action, that
each Rating Agency shall have been given prior notice of such action and (i)
shall have notified the Owner Trustee, the Indenture Trustee and the Insurer in
writing that such action shall not result in a reduction or withdrawal of the
then-current rating assigned by such Rating Agency to any Class of Notes or the
Certificates and (ii) shall have confirmed to the Insurer that such action will
not result in a withdrawal or reduction below investment grade of the then
current shadow rating assigned by such Rating Agency to any Class of Notes or
the Certificates, in each case without giving effect to the benefit of the
Policy.

                                       9

<PAGE>

          "Record Date" shall mean, with respect to any Distribution Date or
Redemption Date, the close of business on the Business Day preceding such
Distribution Date or Redemption Date; provided, however, that if Definitive
Notes have been issued pursuant to Section 2.13, Record Date shall mean, with
respect to any Distribution Date or Redemption Date, the last day of the
preceding Collection Period.

          "Redemption Date" shall mean the Distribution Date specified by the
Servicer pursuant to Section 10.1 on which date the Indenture Trustee shall
withdraw any amount remaining in the Reserve Account and deposit the portion of
such amount payable to the Noteholders in the Note Payment Account.

          "Redemption Price" shall mean, in the case of a redemption of Notes
pursuant to Section 10.1, an amount equal to the unpaid principal amount of the
Notes redeemed plus accrued and unpaid interest thereon.

          "Responsible Officer" shall mean any managing director, principal,
vice president, assistant vice president, assistant secretary, assistant
treasurer or trust officer of the Indenture Trustee or any other officer of the
Indenture Trustee customarily performing functions similar to those performed by
any of the above designated officers and, with respect to a particular corporate
trust matter, any other officer of the Indenture Trustee to whom such matter is
referred because of such officer's knowledge of and familiarity with the
particular subject.

          "Sale and Servicing Agreement" shall mean the Sale and Servicing
Agreement, dated as of [__________], 20[__], by and among the Issuer, the
Depositor and the Servicer, as amended, supplemented or otherwise modified and
in effect from time to time.

          "Seller" shall mean CarMax, in its capacity as seller of the
Receivables under the Receivables Purchase Agreement, and its successors in such
capacity.

          "Servicer" shall mean CarMax, in its capacity as servicer of the
Receivables under the Sale and Servicing Agreement, and its successors in such
capacity.

          "Standard & Poor's" shall mean Standard & Poor's Ratings Services, a
division of The McGraw-Hill Companies, Inc., and its successors.

          "State" shall mean any of the 50 states of the United States of
America or the District of Columbia.

          "Successor Servicer" shall have the meaning specified in Section
3.7(e).

          "Transaction Documents" shall mean the Receivables Purchase Agreement,
the Trust Agreement, the Sale and Servicing Agreement, the Certificate of Trust,
this Indenture, the Administration Agreement, the Note Depository Agreement, the
Certificate Depository Agreement, the Insurance Agreement, the Indemnification
Agreement and the other documents and certificates delivered in connection
therewith, in each case as amended, supplemented or otherwise modified and in
effect from time to time.

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<PAGE>

          "Trust Accounts" shall mean the Collection Account, the Note Payment
Account, the Certificate Payment Account and the Reserve Account.

          "Trust Agreement" shall mean the Amended and Restated Trust Agreement,
dated as of [__________], 20[__], between the Depositor and the Owner Trustee,
as amended, supplemented or otherwise modified and in effect from time to time.

          "Trust Estate" shall mean all money, instruments, rights and other
property that are subject or intended to be subject to the lien and security
interest of this Indenture for the benefit of the Noteholders (including all
property and interests Granted to the Indenture Trustee), including all proceeds
thereof.

          "Trust Fiscal Year" shall mean the period commencing on March 1 of any
year and ending on February 28 (or February 29, if applicable) of the following
year.

          "Trust Indenture Act" or "TIA" shall mean the Trust Indenture Act of
1939, as amended.

          (b)  Except as otherwise specified herein or as the context may
otherwise require, capitalized terms used but not otherwise defined herein have
the respective meanings set forth in, or incorporated by reference into, the
Sale and Servicing Agreement or the Trust Agreement for all purposes of this
Indenture.

          SECTION 1.2   Incorporation by Reference of Trust Indenture Act .
Whenever this Indenture refers to a provision of the TIA, that provision is
incorporated by reference in and made a part of this Indenture. The following
TIA terms used in this Indenture have the following meanings:

          "Indenture securities" shall mean the Notes.

          "Indenture security holder" shall mean a Noteholder.

          "Indenture to be qualified" shall mean this Indenture.

          "Indenture trustee" or "Institutional trustee" shall mean the
Indenture Trustee.

          "Obligor on the indenture securities" shall mean the Issuer and any
other obligor on the Notes.

          All other TIA terms used in this Indenture that are defined in the
TIA, defined by TIA reference to another statute or defined by Commission rule
have the respective meanings assigned to them by such definitions.

          SECTION 1.3   Rules of Construction. Unless the context otherwise
requires:

               (i)    a term has the meaning assigned to it;

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<PAGE>

               (ii)   an accounting term not otherwise defined has the meaning
     assigned to it in accordance with generally accepted accounting principles
     as in effect from time to time;

               (iii)  "or" is not exclusive;

               (iv)   "including" means including without limitation;

               (v)    words in the singular include the plural and words in the
     plural include the singular;

               (vi)   any agreement, instrument or statute defined or referred
     to herein or in any instrument or certificate delivered in connection
     herewith means such agreement, instrument or statute as from time to time
     amended, modified or supplemented and includes (in the case of agreements
     or instruments) references to all attachments thereto and instruments
     incorporated therein; and

               (vii)  references to a Person are also to its permitted
     successors and assigns.

                                   ARTICLE II
                                    THE NOTES

          SECTION 2.1   Form .

          (a)  The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and
the Class A-4 Notes, together with the Indenture Trustee's certificates of
authentication, shall be substantially in the form set forth in Exhibit A-1,
Exhibit A-2, Exhibit A-3 and Exhibit A-4, respectively, with such appropriate
insertions, omissions, substitutions and other variations as are required or
permitted by this Indenture, and may have such letters, numbers or other marks
of identification and such legends or endorsements placed thereon as may,
consistently herewith, be determined by the officers executing such Notes, as
evidenced by their execution thereof. Any portion of the text of any Note may be
set forth on the reverse thereof, with an appropriate reference thereto on the
face of the Note.

          (b)  The Definitive Notes shall be typewritten, printed, lithographed
or engraved, or produced by any combination of these methods (with or without
steel engraved borders), all as determined by the Authorized Officers executing
such Notes, as evidenced by their execution of such Notes.

          (c)  Each Note shall be dated the date of its authentication. The
terms of the Notes set forth in Exhibits A-1 through A-4 are part of the terms
of this Indenture and are incorporated herein by reference.

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<PAGE>

          SECTION 2.2   Execution, Authentication and Delivery.

          (a)  The Notes shall be executed on behalf of the Issuer by any of its
Authorized Officers. The signatures of any such Authorized Officer on the Notes
may be manual or facsimile.

          (b)  Notes bearing the manual or facsimile signature of individuals
who were at any time Authorized Officers of the Issuer shall bind the Issuer,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Notes or did not hold
such offices on the date of such Notes.

          (c)  The Indenture Trustee shall, upon Issuer Order, authenticate and
deliver the Class A-1 Notes for original issue in an aggregate principal amount
of $[_______________], the Class A-2 Notes for original issue in an aggregate
principal amount of $[_______________], the Class A-3 Notes for original issue
in an aggregate principal amount of $[_______________] and the Class A-4 Notes
for original issue in an aggregate principal amount of $[_______________]. The
aggregate principal amounts of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes
and Class A-4 Notes outstanding at any time may not exceed those respective
amounts except as provided in Section 2.6.

          (d)  Each Note shall be dated the date of its authentication. The
Notes shall be issuable as registered Notes in minimum denominations of $1,000
and integral multiples thereof.

          (e)  No Note shall be entitled to any benefit under this Indenture or
be valid or obligatory for any purpose unless there appears on such Note a
certificate of authentication substantially in the form provided for herein
executed by the Indenture Trustee by the manual signature of one of its
authorized signatories, and such certificate upon any Note shall be conclusive
evidence, and the only evidence, that such Note has been duly authenticated and
delivered hereunder.

          SECTION 2.3   Temporary Notes.

          (a)  Pending the preparation of Definitive Notes pursuant to Section
2.13, the Issuer may execute, and upon receipt of an Issuer Order the Indenture
Trustee shall authenticate and deliver, temporary Notes that are printed,
lithographed, typewritten, mimeographed or otherwise produced of the tenor of
the Definitive Notes in lieu of which they are issued and with such variations
not inconsistent with the terms of this Indenture as the officers executing such
Notes may determine, as evidenced by their execution of such Notes.

          (b)  If temporary Notes are issued pursuant to Section 2.3(a), the
Issuer shall cause Definitive Notes to be prepared without unreasonable delay.
After the preparation of Definitive Notes, the temporary Notes shall be
exchangeable for Definitive Notes upon surrender of the temporary Notes at the
office or agency of the Note Registrar to be maintained as provided in Section
3.2, without charge to the Holder. Upon surrender for cancellation of any one or
more temporary Notes, the Issuer shall execute, and the Indenture Trustee shall
authenticate and deliver in exchange therefor, a like principal amount of
Definitive Notes of authorized denominations. Until so exchanged, the temporary
Notes shall in all respects be entitled to the same benefits under this
Indenture as Definitive Notes.

                                       13

<PAGE>

          SECTION 2.4   Tax Treatment. The Issuer has entered into this
Indenture, and the Notes shall be issued, with the intention that, for federal,
state and local income and franchise tax purposes, the Notes shall qualify as
indebtedness of the Issuer secured by the Trust Estate. The Issuer, by entering
into this Indenture, and each Noteholder, by its acceptance of a Note (and each
Note Owner by its acceptance of an interest in the applicable Book-Entry Note),
agree to treat the Notes as indebtedness of the Issuer for federal, state and
local income and franchise tax purposes.

          SECTION 2.5   Registration; Registration of Transfer and Exchange.

          (a)  The Indenture Trustee initially shall be the registrar (the "Note
Registrar") for the purpose of registering Notes and transfers of Notes as
herein provided. The Note Registrar shall cause to be kept a register (the "Note
Register") in which, subject to such reasonable regulations as it may prescribe,
the Note Registrar shall provide for the registration of Notes and the
registration of transfers of Notes. Upon any resignation of any Note Registrar,
the Issuer shall promptly appoint a successor or, if it elects not to make such
an appointment, assume the duties of Note Registrar.

          (b)  If a Person other than the Indenture Trustee is appointed by the
Issuer as Note Registrar, (i) the Issuer shall give the Indenture Trustee prompt
written notice of the appointment of such Note Registrar and of the location, or
any change in the location, of the Note Register, (ii) the Indenture Trustee
shall have the right to inspect the Note Register at all reasonable times and to
obtain copies thereof and (iii) the Indenture Trustee shall have the right to
rely upon a certificate executed on behalf of the Note Registrar by an Executive
Officer thereof as to the names and addresses of the Holders of the Notes and
the principal amounts and number of such Notes.

          (c)  Upon surrender for registration of transfer of any Note at the
office or agency of the Issuer to be maintained as provided in Section 3.2, if
the requirements of Section 8-401 or 8A-401, as applicable, of the Relevant UCC
are met, the Issuer shall execute, and the Indenture Trustee shall authenticate
and deliver to the Noteholder making such surrender, in the name of the
designated transferee or transferees, one or more new Notes of the same Class in
any authorized denomination, of a like aggregate principal amount. The Indenture
Trustee may rely upon the Administrator with respect to the determination of
whether the requirements of Section 8-401 or 8A-401, as applicable, of the
Relevant UCC are met.

          (d)  At the option of the Noteholder, Notes may be exchanged for other
Notes of the same Class in any authorized denominations, of a like aggregate
principal amount, upon surrender of the Notes to be exchanged at such office or
agency. Whenever any Notes are so surrendered for exchange, if the requirements
of Section 8-401 or 8A-401, as applicable, of the Relevant UCC are met, the
Issuer shall execute, and the Indenture Trustee shall authenticate and deliver
to the Noteholder making such exchange, the Notes which such Noteholder is
entitled to receive. The Indenture Trustee may rely upon the Administrator with
respect to the determination of whether the requirements of Section 8-401 or
8A-401, as applicable, of the Relevant UCC are met.

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<PAGE>

          (e)  All Notes issued upon any registration of transfer or exchange of
Notes shall be the valid obligations of the Issuer, evidencing the same debt,
and entitled to the same benefits under this Indenture, as the Notes surrendered
upon such registration of transfer or exchange.

          (f)  All Notes presented or surrendered for registration of transfer
or exchange shall be duly endorsed by, or be accompanied by a written instrument
of transfer in form satisfactory to the Indenture Trustee duly executed by, the
Holder thereof or such Holder's attorney duly authorized in writing, with such
signature guaranteed by an "eligible guarantor institution" meeting the
requirements of the Note Registrar.

          (g)  No service charge shall be made to a Holder for any registration
of transfer or exchange of Notes, but the Issuer may require payment by such
Holder of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any registration of transfer or exchange of
Notes, other than exchanges pursuant to Section 2.3 or 9.6 not involving any
transfer.

          (h)  The Issuer shall not be required to make, and the Note Registrar
need not register, transfers or exchanges of Notes selected for redemption or
Notes with respect to which the due date for any payment will occur within
fifteen (15) days.

          SECTION 2.6   Mutilated, Destroyed, Lost or Stolen Notes.

          (a)  If (i) any mutilated Note is surrendered to the Indenture
Trustee, or the Indenture Trustee receives evidence to its satisfaction of the
destruction, loss or theft of any Note, and (ii) there is delivered to the
Indenture Trustee such security or indemnity as may be required by it to hold
the Issuer and the Indenture Trustee harmless, then, in the absence of notice to
the Issuer, the Note Registrar or the Indenture Trustee that such Note has been
acquired by a "protected purchaser" (as defined in the Relevant UCC), and
provided that the requirements of Section 8-405 or 8A-405, as applicable, of the
Relevant UCC are met, the Issuer shall execute and the Indenture Trustee shall
authenticate and deliver, in exchange for or in lieu of any such mutilated,
destroyed, lost or stolen Note, a replacement Note of the same Class; provided,
however, that if any such destroyed, lost or stolen Note, but not a mutilated
Note, shall have become or within seven (7) days of the Indenture Trustee's
receipt of evidence to its satisfaction of such destruction, loss or theft shall
be due and payable, or shall have been called for redemption in whole pursuant
to Section 10.1, instead of issuing a replacement Note of the same Class, the
Issuer may pay such destroyed, lost or stolen Note when so due or payable or
upon the Redemption Date without surrender thereof. The Indenture Trustee may
conclusively rely upon the Administrator with respect to the determination of
whether the requirements of Section 8-405 or 8A-405, as applicable, of the
Relevant UCC are met. If, after the delivery of such replacement Note or payment
of a destroyed, lost or stolen Note pursuant to the proviso to the preceding
sentence, a "protected purchaser" (as defined in the Relevant UCC) of the
original Note in lieu of which such replacement Note was issued presents for
payment such original Note, the Issuer and the Indenture Trustee shall be
entitled to recover such replacement Note (or such payment) from the Person to
whom such replacement Note was delivered or any Person taking such replacement
Note from such Person to whom such replacement Note was delivered or any
assignee of such Person, except a "protected purchaser" (as defined in the
Relevant UCC), and

                                       15

<PAGE>

shall be entitled to recover upon the security or indemnity provided therefor to
the extent of any loss, damage, cost or expense incurred by the Issuer or the
Indenture Trustee in connection therewith.

          (b)  Upon the issuance of any replacement Note under this Section 2.6,
the Issuer may require the payment by the Holder of such Note of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with such issuance and any other reasonable expenses (including the
fees and expenses of the Indenture Trustee) related thereto.

          (c)  Every replacement Note issued pursuant to this Section 2.6 in
replacement of any mutilated, destroyed, lost or stolen Note shall constitute an
original additional contractual obligation of the Issuer, whether or not the
mutilated, destroyed, lost or stolen Note shall be at any time enforceable by
anyone, and shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Notes duly issued hereunder.

          (d)  The provisions of this Section 2.6 are exclusive and shall
preclude (to the extent lawful) all other rights and remedies with respect to
the replacement or payment of mutilated, destroyed, lost or stolen Notes.

          SECTION 2.7   Persons Deemed Owners. Prior to due presentation of a
Note for registration of transfer, the Issuer, the Indenture Trustee and any
agent of the Issuer or the Indenture Trustee may, subject to Section 2.6, treat
the Person in whose name such Note is registered in the Note Register (as of the
day of determination) as the owner of such Note for the purpose of receiving
payments of principal of and interest on such Note and for all other purposes
whatsoever, whether or not such Note shall be overdue, and none of the Issuer,
the Indenture Trustee or any agent of the Issuer or the Indenture Trustee shall
be affected by any notice to the contrary.

          SECTION 2.8   Payments.

          (a)  On each Distribution Date, upon receipt of written instructions
from the Servicer pursuant to Section 4.6(d) of the Sale and Servicing
Agreement, the Indenture Trustee shall apply the Available Funds for such
Distribution Date to make the following payments and deposits in the following
order of priority:

               (i)    to the Servicer, the Total Servicing Fee for the preceding
     Collection Period;

               (ii)   to the Note Payment Account, the Total Note Interest for
     such Distribution Date;

               (iii)  if the Notes have not been declared immediately due and
     payable following an Event of Default, to the Certificate Payment Account,
     the Total Certificate Interest for such Distribution Date (which payment
     shall be made no later than 12:00 p.m., New York City time, on such
     Distribution Date);

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<PAGE>

               (iv)   to the Note Payment Account, the Monthly Note Principal
     for such Distribution Date;

               (v)    if the Notes have been declared immediately due and
     payable following an Event of Default, to the Certificate Payment Account,
     the Total Certificate Interest for such Distribution Date (which payment
     shall be made no later than 12:00 p.m., New York City time, on such
     Distribution Date);

               (vi)   to the Certificate Payment Account, the Monthly
     Certificate Principal for such Distribution Date (which payment shall be
     made no later than 12:00 p.m., New York City time, on such Distribution
     Date);

               (vii)  to the Insurer, the Insurance Premium for such
     Distribution Date plus any overdue Insurance Premiums for previous
     Distribution Dates;

               (viii) to the Insurer, the aggregate amount of any unreimbursed
     payments under the Policy, including any amount deposited by the Insurer
     pursuant to Section 5.2(d) or (e) to the extent payable to the Insurer
     under the Insurance Agreement plus accrued interest on any unreimbursed
     payments under the Policy, including any amount deposited by the Insurer
     pursuant to Section 5.2(d) or (e) at the rate provided in the Insurance
     Agreement plus any other amounts due the Insurer under the Insurance
     Agreement plus any unreimbursed Insurer Defense Costs;

               (ix)   if the Notes have been declared immediately due and
     payable following an Event of Default, to the Note Payment Account, an
     amount equal to the Note Balance as of such Distribution Date (before
     giving effect to the application of the amount on deposit in the Collection
     Account on such Distribution Date) minus the Monthly Note Principal for
     such Distribution Date;

               (x)    if a Successor Servicer has been appointed pursuant to
     Section 8.2 of the Sale and Servicing Agreement, to such Successor
     Servicer, any Transition Costs due in connection with such transfer of
     servicing and not paid pursuant to Section 8.1(a) of the Sale and Servicing
     Agreement plus the Additional Servicing Fee, if any, for the preceding
     Collection Period;

               (xi)   to the Reserve Account, the Reserve Account Deficiency, if
     any, for such Distribution Date; and

               (xii)  to the Seller, as holder of the Residual Interest, any
     remaining Available Funds (the "Excess Collections").

          (b)  The principal of each Note shall be payable in installments on
each Distribution Date in an aggregate amount (unless the Notes have been
declared immediately due and payable following an Event of Default) for all
Classes of Notes equal to the Monthly Note Principal for such Distribution Date.
On each Distribution Date (unless the Notes have been declared immediately due
and payable following an Event of Default), upon receipt of instructions from
the Servicer pursuant to Section 4.6(d) of the Sale and Servicing Agreement, the
Indenture Trustee shall apply or cause to be applied the amount on deposit in
the Note

                                       17

<PAGE>

Payment Account on such Distribution Date to make the following payments in the
following order of priority:

               (i)    to the Holders of each Class of Notes, the portion of the
     Total Note Interest payable to such Class for such Distribution Date;

               (ii)   to the Class A-1 Noteholders, the Monthly Note Principal
     for such Distribution Date until the principal amount of the Class A-1
     Notes has been paid in full;

               (iii)  following payment in full of the Class A-1 Notes, to the
     Class A-2 Noteholders, the Monthly Note Principal for such Distribution
     Date until the principal amount of the Class A-2 Notes has been paid in
     full;

               (iv)   following payment in full of the Class A-2 Notes, to the
     Class A-3 Noteholders, the Monthly Note Principal for such Distribution
     Date until the principal amount of the Class A-3 Notes has been paid in
     full; and

               (v)    following payment in full of the Class A-3 Notes, to the
     Class A-4 Noteholders, the Monthly Note Principal for such Distribution
     Date until the principal amount of the Class A-4 Notes has been paid in
     full.

          If the amount on deposit in the Note Payment Account (including any
portion of the Reserve Account Draw Amount or the Policy Claim Amount included
in such amount) on any Distribution Date is less than the amount described in
clause (i) above for such Distribution Date, the Indenture Trustee shall pay the
available amount to the Holders of each Class of Notes pro rata based on the
Total Note Interest payable to such Class on such Distribution Date. If the
amount available to pay principal of the Notes on any Distribution Date is less
than the Monthly Note Principal for such Distribution Date, the Indenture
Trustee shall pay the available amount to the Holders of each Class of Notes pro
rata based on the outstanding principal amount of such Class as of such
Distribution Date.

          (c)  The unpaid principal amount of the Class A-1 Notes, to the extent
not previously paid, shall be due and payable on the Class A-1 Final
Distribution Date, the principal amount of the Class A-2 Notes, to the extent
not previously paid, shall be due and payable on the Class A-2 Final
Distribution Date, the principal amount of the Class A-3 Notes, to the extent
not previously paid, shall be due and payable on the Class A-3 Final
Distribution Date and the principal amount of the Class A-4 Notes, to the extent
not previously paid, shall be due and payable on the Class A-4 Final
Distribution Date.

          (d)  The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and
the Class A-4 Notes shall accrue interest during each Accrual Period at the
Class A-1 Rate, the Class A-2 Rate, the Class A-3 Rate and the Class A-4 Rate,
respectively, and such interest shall be due and payable on each Distribution
Date. Interest on the Class A-1 Notes shall be calculated on the basis of the
actual number of days elapsed and a 360-day year. Interest on the Class A-2
Notes, the Class A-3 Notes and the Class A-4 Notes shall be calculated on the
basis of a 360-day year of twelve 30-day months. Subject to Section 3.1, any
installment of interest or principal, if any, payable on any Note that is
punctually paid or duly provided for on the applicable Distribution Date shall
be paid to the Person in whose name such Note (or one or more Predecessor Notes)
is

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<PAGE>

registered on the related Record Date by check mailed first-class postage
prepaid to such Person's address as it appears on the Note Register on such
Record Date; provided, however, that, unless Definitive Notes have been issued
pursuant to Section 2.13, with respect to Notes registered on the Record Date in
the name of the nominee of the Clearing Agency (initially, such nominee to be
Cede & Co.), payment shall be made by wire transfer in immediately available
funds to the account designated by such nominee, and except for the final
installment of principal payable with respect to such Note on a Distribution
Date or on the related Class Final Distribution Date (and except for the
Redemption Price for any Note called for redemption in whole pursuant to Section
10.1(a) or (b)), which shall be payable as provided below. The funds represented
by any such checks returned undelivered shall be held in accordance with Section
3.3. The Indenture Trustee shall pay all Total Note Interest for any
Distribution Date to the Holders of the Notes on the related Record Date even if
a portion of such Total Note Interest relates to an earlier Distribution Date.

          (e)  All principal and interest payments on each Class of Notes shall
be made pro rata to the Holders of such Class. The Indenture Trustee shall,
before the Distribution Date on which the Issuer expects to pay the final
installment of principal of and interest on any Note, notify the Holder of such
Note as of the related Record Date of such final installment. Such notice shall
be mailed or transmitted by facsimile and shall specify that such final
installment shall be payable only upon presentation and surrender of such Note
and shall specify the place where such Note may be presented and surrendered for
payment of such installment. Notices in connection with redemption of Notes
shall be mailed to Noteholders as provided in Section 10.2.

          (f)  Notwithstanding the foregoing, the unpaid principal amount of the
Notes shall be due and payable, to the extent not previously paid, on the date
on which the Notes have been declared immediately due and payable following an
Event of Default. On each Distribution Date following acceleration of the Notes,
upon receipt of instructions from the Servicer pursuant to Section 4.6(d) of the
Sale and Servicing Agreement, the Indenture Trustee shall apply or cause to be
applied the amount on deposit in the Note Payment Account on such Distribution
Date to make the following payments in the following order of priority:

               (i)    to the Holders of each Class of Notes, the portion of the
     Total Note Interest payable to such Class for such Distribution Date; and

               (ii)   to the Holders of each Class of Notes, the amount
     remaining on deposit in the Note Payment Account on such Distribution Date
     pro rata based on the outstanding principal amount of such Class as of such
     Distribution Date.

          If the amount on deposit in the Note Payment Account (including any
portion of the Reserve Account Draw Amount or the Policy Claim Amount included
in such amount) on any Distribution Date following acceleration of the Notes is
less than the amount described in clause (i) above for such Distribution Date,
the Indenture Trustee shall pay the available amount to the Holders of each
Class of Notes pro rata based on the Total Note Interest payable to such Class
on such Distribution Date.

          (g)  The Indenture Trustee shall transfer amounts from the Reserve
Account, deposit amounts transferred from the Reserve Account, submit claims
under the Policy and

                                       19

<PAGE>

deposit amounts drawn under the Policy, in each case at the written direction of
the Servicer and on behalf of the Noteholders and the Certificateholders, in
accordance with the Sale and Servicing Agreement.

          SECTION 2.9   Cancellation. All Notes surrendered for payment,
registration of transfer, exchange or redemption in whole pursuant to Section
10.1(a) or (b) shall, if surrendered to any Person other than the Indenture
Trustee, be delivered to the Indenture Trustee and shall be promptly canceled by
the Indenture Trustee. The Issuer may at any time deliver to the Indenture
Trustee for cancellation any Notes previously authenticated and delivered
hereunder which the Issuer may have acquired in any manner whatsoever, and all
Notes so delivered shall be promptly canceled by the Indenture Trustee. No Notes
shall be authenticated in lieu of or in exchange for any Notes canceled as
provided in this Section 2.9, except as expressly permitted by this Indenture.
All canceled Notes may be held or disposed of by the Indenture Trustee in
accordance with its standard retention or disposal policy as in effect at the
time unless the Issuer shall direct by an Issuer Order that they be destroyed or
returned to it, provided that such Issuer Order is timely and the Notes have not
been previously disposed of by the Indenture Trustee.

          SECTION 2.10  Release of Collateral. Subject to Section 11.1 and the
terms of the Transaction Documents, the Indenture Trustee shall release property
from the lien of this Indenture only upon receipt of an Issuer Request (which
shall include delivery instructions and other relevant information) accompanied
by an Officer's Certificate, an Opinion of Counsel and Independent Certificates
in accordance with TIA Sections 314(c) and 314(d)(1) or an Opinion of Counsel in
lieu of such Independent Certificates to the effect that the TIA does not
require any such Independent Certificates. If the Commission shall issue an
exemptive order under TIA Section 304(d) modifying the Indenture Trustee's
obligations under TIA Sections 314(c) and 314(d)(1), the Indenture Trustee shall
release property from the lien of this Indenture in accordance with the
conditions and procedures set forth in such exemptive order.

          SECTION 2.11  Book-Entry Notes. The Notes, upon original issuance,
shall be issued in the form of typewritten Notes representing the Book-Entry
Notes, to be delivered to The Depository Trust Company, the initial Clearing
Agency, by, or on behalf of, the Issuer. The Book-Entry Notes shall be
registered initially on the Note Register in the name of Cede & Co., the nominee
of the initial Clearing Agency, and no Note Owner thereof shall receive a
definitive Note representing such Note Owner's interest in such Note, except as
provided in Section 2.13. Unless and until definitive, fully registered Notes
(the "Definitive Notes") have been issued to such Note Owners pursuant to
Section 2.13:

               (i)    the provisions of this Section 2.11 shall be in full force
     and effect;

               (ii)   the Note Registrar and the Indenture Trustee shall be
     entitled to deal with the Clearing Agency for all purposes of this
     Indenture (including the payment of principal of and interest on the Notes
     and the giving of instructions or directions hereunder) as the sole Holder
     of the Notes, and shall have no obligation to the Note Owners;

                                       20

<PAGE>

               (iii)  to the extent that the provisions of this Section 2.11
     conflict with any other provisions of this Indenture, the provisions of
     this Section shall control;

               (iv)   the rights of Note Owners shall be exercised only through
     the Clearing Agency and shall be limited to those established by law and
     agreements between such Note Owners and the Clearing Agency and/or the
     Clearing Agency Participants pursuant to the Note Depository Agreement;
     unless and until Definitive Notes are issued pursuant to Section 2.13, the
     initial Clearing Agency shall make book-entry transfers among the Clearing
     Agency Participants and receive and transmit payments of principal of and
     interest on the Notes to such Clearing Agency Participants; and

               (v)    whenever this Indenture requires or permits actions to be
     taken based upon written instructions or directions of Holders of Notes
     evidencing a specified percentage of the principal amount of the Notes or
     any Class of Notes Outstanding, the Clearing Agency shall be deemed to
     represent such percentage only to the extent that it has received
     instructions to such effect from Note Owners and/or Clearing Agency
     Participants owning or representing, respectively, such required percentage
     of the beneficial interest in the Notes or such Class of Notes and has
     delivered such instructions to the Indenture Trustee.

          SECTION 2.12  Notices to Clearing Agency. Whenever a notice or other
communication to the Noteholders is required under this Indenture, unless and
until Definitive Notes shall have been issued to such Note Owners pursuant to
Section 2.13, the Indenture Trustee shall give all such notices and
communications specified herein to be given to Holders of the Notes to the
Clearing Agency, and shall have no obligation to such Note Owners.

          SECTION 2.13  Definitive Notes. If (i) the Administrator or the
Servicer advises the Indenture Trustee in writing that the Clearing Agency is no
longer willing or able to properly discharge its responsibilities with respect
to the Book-Entry Notes and the Indenture Trustee or the Administrator is unable
to locate a qualified successor, (ii) the Administrator, at its option, advises
the Indenture Trustee in writing that it elects to terminate the book-entry
system through the Clearing Agency or (iii) after the occurrence of an Event of
Default or an Event of Servicing Termination, Note Owners of the Book-Entry
Notes representing beneficial interests aggregating not less than 51% of the
principal amount of such Notes advise the Indenture Trustee and the Clearing
Agency in writing that the continuation of a book-entry system through the
Clearing Agency is no longer in the best interests of such Note Owners, then the
Clearing Agency shall notify all Note Owners and the Indenture Trustee in
writing of the occurrence of such event and of the availability of Definitive
Notes to Note Owners requesting the same. Upon surrender to the Indenture
Trustee of the typewritten Notes representing the Book-Entry Notes by the
Clearing Agency, accompanied by registration instructions, the Issuer, at its
own expense, shall execute and deliver the Definitive Notes to the Indenture
Trustee and the Indenture Trustee shall authenticate the Definitive Notes in
accordance with the instructions of the Clearing Agency. None of the Issuer, the
Note Registrar or the Indenture Trustee shall be liable for any delay in
delivery of such instructions and may conclusively rely on, and shall be
protected in relying on, such instructions. Upon the issuance of Definitive
Notes, the Indenture Trustee shall recognize the Holders of the Definitive Notes
as Noteholders.

                                       21

<PAGE>

          SECTION 2.14  Authenticating Agents. The Indenture Trustee may appoint
one or more Persons (each, an "Authenticating Agent") with power to act on its
behalf and subject to its direction in the authentication of Notes in connection
with issuance, transfers and exchanges under Sections 2.2, 2.3, 2.5 and 2.6, as
fully to all intents and purposes as though each such Authenticating Agent had
been expressly authorized by those Sections to authenticate such Notes. For all
purposes of this Indenture, the authentication of Notes by an Authenticating
Agent pursuant to this Section 2.14 shall be deemed to be the authentication of
Notes "by the Indenture Trustee".

          Any corporation into which any Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, consolidation or conversion to which any Authenticating Agent
shall be a party, or any corporation succeeding to all or substantially all of
the corporate trust business of any Authenticating Agent, shall be the successor
of such Authenticating Agent hereunder, without the execution or filing of any
document or any further act on the part of the parties hereto or such
Authenticating Agent or such successor corporation.

          Any Authenticating Agent may at any time resign by giving written
notice of resignation to the Indenture Trustee and the Owner Trustee. The
Indenture Trustee may at any time terminate the agency of any Authenticating
Agent by giving written notice of termination to such Authenticating Agent and
the Owner Trustee. Upon receiving such notice of resignation or upon such a
termination, the Indenture Trustee may appoint a successor Authenticating Agent
and shall give written notice of any such appointment to the Owner Trustee.

          The Administrator agrees to pay to each Authenticating Agent from time
to time reasonable compensation for its services. The provisions of Sections 2.9
and 6.4 shall be applicable to any Authenticating Agent.

                                   ARTICLE III
                                    COVENANTS

          SECTION 3.1   Payment of Principal and Interest. The Issuer shall duly
and punctually pay the principal of and interest, if any, on the Notes in
accordance with the terms of the Notes and this Indenture. Amounts properly
withheld under the Code by any Person from a payment to any Noteholder of
interest and/or principal shall be considered as having been paid by the Issuer
to such Noteholder for all purposes of this Indenture.

          SECTION 3.2   Maintenance of Office or Agency. The Note Registrar
shall maintain in the Borough of Manhattan, The City of New York, an office or
agency where Notes may be surrendered for registration of transfer or exchange,
and where notices and demands to or upon the Note Registrar in respect of the
Notes and this Indenture may be served. The Note Registrar shall give prompt
written notice to the Issuer, the Depositor and the Indenture Trustee of the
location, and of any change in the location, of any such office or agency. If,
at any time, the Issuer and the Note Registrar shall fail to maintain any such
office or agency or shall fail to furnish the Indenture Trustee with the address
thereof, such surrenders, notices and demands may be made or served at the
Corporate Trust Office, and the Issuer hereby appoints the Indenture Trustee as
its agent to receive all such surrenders, notices and demands.

                                       22

<PAGE>

          SECTION 3.3   Money for Payments To Be Held in Trust.

          (a)  As provided in Section 8.2, all payments of amounts due and
payable with respect to the Notes that are to be made from amounts withdrawn
from the Trust Accounts shall be made on behalf of the Issuer by the Indenture
Trustee or by another Paying Agent, and no amounts so withdrawn from the Trust
Accounts shall be paid over to the Issuer, except as provided in this Section
3.3.

          (b)  On or before each Distribution Date and Redemption Date, the
Issuer shall deposit or cause to be deposited in the Note Payment Account an
aggregate sum sufficient to pay the amounts then becoming due under the Notes,
such sum to be held in trust for the benefit of the Persons entitled thereto,
and (unless the Paying Agent is the Indenture Trustee) shall promptly notify the
Indenture Trustee of its action or failure so to act.

          (c)  The Issuer shall cause each Paying Agent other than the Indenture
Trustee to execute and deliver to the Indenture Trustee an instrument in which
such Paying Agent shall agree with the Indenture Trustee (and if the Indenture
Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of
this Section 3.3, that such Paying Agent shall:

               (i)    hold all sums held by it for the payment of amounts due
     with respect to the Notes in trust for the benefit of the Persons entitled
     thereto until such sums shall be paid to such Persons or otherwise disposed
     of as herein provided and pay such sums to such Persons as herein provided;

               (ii)   give the Indenture Trustee notice of any default by the
     Issuer (or any other obligor upon the Notes) of which it has actual
     knowledge in the making of any payment required to be made with respect to
     the Notes;

               (iii)  at any time during the continuance of any such default,
     upon the written request of the Indenture Trustee, forthwith pay to the
     Indenture Trustee all sums so held in trust by such Paying Agent;

               (iv)   immediately resign as a Paying Agent and forthwith pay to
     the Indenture Trustee all sums held by it in trust for payment of the Notes
     if at any time it ceases to meet the standards required to be met by a
     Paying Agent at the time of its appointment; and

               (v)    comply with all requirements of the Code and any state or
     local tax law with respect to the withholding from any payments made by it
     on the Notes of any applicable withholding taxes imposed thereon and with
     respect to any applicable reporting requirements in connection therewith.

          (d)  The Issuer may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, by Issuer
Order direct any Paying Agent to pay to the Indenture Trustee all sums held in
trust by such Paying Agent, such sums to be held by the Indenture Trustee upon
the same trusts as those upon which such sums were held by such Paying Agent,
and upon such payment by any Paying Agent to the Indenture Trustee, such Paying
Agent shall be released from all further liability with respect to such sums.

                                       23

<PAGE>

          (e)  Subject to applicable laws with respect to escheat of funds, any
money held by the Indenture Trustee or any Paying Agent in trust for the payment
of any amount due with respect to any Note and remaining unclaimed for two (2)
years after such amount has become due and payable shall be discharged from such
trust and be paid to the Issuer on Issuer Request, and the Holder of such Note
shall thereafter, as an unsecured general creditor, look only to the Issuer for
payment thereof (but only to the extent of the amounts so paid to the Issuer),
and all liability of the Indenture Trustee or such Paying Agent with respect to
such trust money shall thereupon cease; provided, however, that the Indenture
Trustee or such Paying Agent, before being required to make any such repayment,
shall at the expense and direction of the Issuer cause to be published once, in
a newspaper published in the English language, customarily published on each
Business Day and of general circulation in The City of New York, notice that
such money remains unclaimed and that, after a date specified therein, which
shall not be less than thirty (30) days from the date of such publication, any
unclaimed balance of such money then remaining shall be repaid to the Issuer.
The Indenture Trustee shall also adopt and employ, at the expense and direction
of the Issuer, any other reasonable means of notification of such repayment
(including mailing notice of such repayment to Holders whose Notes have been
called but have not been surrendered for redemption in whole pursuant to Section
10.1 or whose right to or interest in monies due and payable but not claimed is
determinable from the records of the Indenture Trustee or of any Paying Agent at
the last address of record for each such Holder).

          SECTION 3.4   Existence. The Issuer shall keep in full effect its
existence, rights and franchises as a statutory trust under the laws of the
State of Delaware (unless it becomes, or any successor Issuer hereunder is or
becomes, organized under the laws of any other State or of the United States of
America, in which case the Issuer shall keep in full effect its existence,
rights and franchises under the laws of such other jurisdiction) and shall
obtain and preserve its qualification to do business in each jurisdiction in
which such qualification is or shall be necessary to protect the validity and
enforceability of this Indenture, the Notes, the Collateral and each other
instrument or agreement included in the Trust Estate.

          SECTION 3.5   Protection of Trust Estate. The Issuer shall from time
to time authorize, execute and deliver all such supplements and amendments
hereto and all such financing statements, continuation statements, instruments
of further assurance and other instruments, and shall take such other action,
necessary or advisable to:

               (i)    maintain or preserve the lien and security interest (and
     the priority thereof) of this Indenture or carry out more effectively the
     purposes hereof;

               (ii)   perfect, publish notice of or protect the validity of any
     Grant made or to be made by this Indenture;

               (iii)  enforce any of the Collateral; or

               (iv)   preserve and defend title to the Trust Estate and the
     rights of the Indenture Trustee and the Noteholders in the Trust Estate
     against the claims of all Persons.

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<PAGE>

The Issuer hereby authorizes the Indenture Trustee to file any financing
statement or continuation statement required pursuant to this Section 3.5 and
designates the Indenture Trustee as its agent and attorney-in-fact to execute
any other instrument required to be executed pursuant to this Section 3.5.

          SECTION 3.6   Opinions as to Trust Estate.

          (a)  On the Closing Date, the Issuer shall deliver to the Indenture
Trustee an Opinion of Counsel substantially in the form attached hereto as
Exhibit B.

          (b)  On or before March 31 of each year (commencing with the year
20[__]), the Issuer shall deliver to the Depositor, the Indenture Trustee and
the Insurer an Opinion of Counsel either stating that, in the opinion of such
counsel, such action has been taken with respect to the recording, filing,
re-recording and refiling of this Indenture, any indentures supplemental hereto
and any other requisite documents and with respect to the authorization and
filing of any financing statements and continuation statements as is necessary
to maintain the lien and security interest created by this Indenture and
reciting the details of such action or stating that, in the opinion of such
counsel, no such action is necessary to maintain such lien and security
interest. Such Opinion of Counsel shall also describe the recording, filing,
re-recording and refiling of this Indenture, any indentures supplemental hereto
and any other requisite documents and the authorization and filing of any
financing statements and continuation statements that shall, in the opinion of
such counsel, be required to maintain the lien and security interest of this
Indenture until March 31 in the following year.

          SECTION 3.7   Performance of Obligations; Servicing of Receivables.

          (a)  The Issuer shall not take any action and shall use its best
efforts not to permit any action to be taken by others that would release any
Person from any of such Person's material covenants or obligations under any
instrument or agreement included in the Trust Estate or that would result in the
amendment, hypothecation, subordination, termination or discharge of, or impair
the validity or effectiveness of, any such instrument or agreement, except as
expressly provided in this Indenture and the other Transaction Documents.

          (b)  The Issuer may contract with other Persons to assist it in
performing its duties under this Indenture, and any performance of such duties
by a Person identified to the Indenture Trustee in an Officer's Certificate
shall be deemed to be action taken by the Issuer. Initially, the Issuer has
contracted with the Servicer and the Administrator to assist the Issuer in
performing its duties under this Indenture.

          (c)  The Issuer shall punctually perform and observe all of its
obligations and agreements contained in this Indenture, the other Transaction
Documents and the instruments and agreements included in the Trust Estate,
including filing or causing to be filed all financing statements and
continuation statements required to be filed under the Relevant UCC by the terms
of this Indenture and the Sale and Servicing Agreement in accordance with and
within the time periods provided for herein and therein.

          (d)  If the Issuer shall have knowledge of the occurrence of an Event
of Servicing Termination, the Issuer shall promptly notify the Depositor, the
Indenture Trustee, the

                                       25

<PAGE>

Insurer and the Rating Agencies in writing of such event and shall specify in
such notice the action, if any, the Issuer is taking in respect of such default.
If an Event of Servicing Termination shall arise from the failure of the
Servicer to perform any of its duties or obligations under the Sale and
Servicing Agreement with respect to the Receivables, the Issuer shall take all
reasonable steps available to it to remedy such failure.

          (e)  As promptly as possible after the giving of notice of termination
to the Servicer of the Servicer's rights and powers pursuant to Section 8.1 of
the Sale and Servicing Agreement, the Issuer may (subject to the rights of the
Indenture Trustee to direct such appointment pursuant to Section 8.2 of the Sale
and Servicing Agreement) appoint a successor servicer acceptable to the Insurer
(the "Successor Servicer"), and such Successor Servicer shall accept its
appointment by a written assumption in a form acceptable to the Indenture
Trustee. In the event that a Successor Servicer has not been appointed and has
not accepted its appointment at the time when the Servicer ceases to act as
Servicer, the Indenture Trustee, without further action, shall be the successor
to the Servicer in all respects in accordance with Section 8.2 of the Sale and
Servicing Agreement. The Indenture Trustee may resign as the Servicer by giving
written notice of such resignation to the Issuer and in such event shall be
released from such duties and obligations, such release not to be effective
until the date a new servicer enters into a servicing agreement with the Issuer
as provided below. Upon delivery of any such notice to the Issuer, the Issuer
shall obtain a new servicer as the Successor Servicer under the Sale and
Servicing Agreement. Any Successor Servicer (other than the Indenture Trustee)
shall (i) be an established financial institution having a net worth of not less
than $50,000,000 and whose regular business includes the servicing of motor
vehicle installment sale contracts and (ii) enter into a servicing agreement
with the Issuer having substantially the same provisions as the provisions of
the Sale and Servicing Agreement applicable to the Servicer. If, within thirty
(30) days after the delivery of the notice referred to above, the Issuer shall
not have obtained such a new servicer, the Indenture Trustee may appoint, or may
petition a court of competent jurisdiction to appoint, a Successor Servicer. In
connection with any such appointment, the Indenture Trustee may make such
arrangements for the compensation of such successor as it and such successor
shall agree, subject to the limitations set forth below and in the Sale and
Servicing Agreement, and, in accordance with Section 8.2 of the Sale and
Servicing Agreement, the Issuer shall enter into an agreement with such
successor for the servicing of the Receivables (such agreement to be in form and
substance satisfactory to the Indenture Trustee and the Insurer). If the
Indenture Trustee shall succeed to the Servicer's duties as servicer of the
Receivables as provided herein, it shall do so in its individual capacity and
not in its capacity as Indenture Trustee and, accordingly, the provisions of
Article VI shall be inapplicable to the Indenture Trustee in its duties as the
successor to the Servicer and the servicing of the Receivables. In case the
Indenture Trustee shall become successor to the Servicer under the Sale and
Servicing Agreement, the Indenture Trustee shall be entitled to appoint as
Servicer any one of its Affiliates; provided, however, that the Indenture
Trustee, in its capacity as the Servicer, shall be fully liable for the actions
and omissions of such Affiliate in such capacity as Successor Servicer.
Notwithstanding any other provisions of this Indenture to the contrary, in no
event shall the Indenture Trustee be liable for any servicing fee or for any
differential in the amount of the servicing fee paid under the Sale and
Servicing Agreement and the amount necessary to induce any Successor Servicer to
act as Successor Servicer under the Sale and Servicing Agreement.

                                       26

<PAGE>

          (f)  Upon any termination of the Servicer's rights and powers pursuant
to Section 8.1 of the Sale and Servicing Agreement, the Issuer shall promptly
notify the Depositor, the Indenture Trustee, the Insurer and the Rating Agencies
in writing of such termination. Upon any appointment of a Successor Servicer by
the Issuer, the Issuer shall promptly notify the Depositor, the Indenture
Trustee, the Insurer and the Rating Agencies in writing of such appointment,
specifying in such notice the name and address of such Successor Servicer.

          (g)  The Issuer shall not waive timely performance by the Depositor,
the Seller or the Servicer of their respective obligations under the Transaction
Documents without the prior written consent of the Insurer (if no Insurer
Default shall have occurred and be continuing) or if such waiver would
reasonably be expected to materially adversely affect the interests of the
Noteholders or the Insurer.

          SECTION 3.8   Negative Covenants. If any Notes are Outstanding, the
Issuer shall not:

               (i)    except as expressly permitted by this Indenture, the Trust
     Agreement, the Receivables Purchase Agreement or the Sale and Servicing
     Agreement, sell, transfer, exchange or otherwise dispose of any of the
     properties or assets of the Issuer, including those included in the Trust
     Estate, unless directed to do so in writing by the Indenture Trustee with
     the prior written consent of the Insurer;

               (ii)   claim any credit on, or make any deduction from the
     principal or interest payable in respect of, the Notes (other than amounts
     properly withheld from such payments under the Code or applicable state
     law) or assert any claim against any present or former Noteholder by reason
     of the payment of taxes levied or assessed upon the Issuer;

               (iii)  dissolve or liquidate in whole or in part;

               (iv)   (A) permit the validity or effectiveness of this Indenture
     to be impaired, or permit the lien of this Indenture to be amended,
     hypothecated, subordinated, terminated or discharged, or permit any Person
     to be released from any covenants or obligations with respect to the Notes
     under this Indenture except as may be expressly permitted hereby, (B)
     permit any lien, charge, excise, claim, security interest, mortgage or
     other encumbrance (other than the lien of this Indenture) to be created on
     or extend to or otherwise arise upon or burden the Trust Estate or any part
     thereof or any interest therein or the proceeds thereof (other than tax
     liens, mechanics' liens and other liens that arise by operation of law, in
     each case on any of the Financed Vehicles and arising solely as a result of
     an action or omission of the related Obligor) or (C) permit the lien of
     this Indenture not to constitute a valid and perfected first priority
     (other than with respect to any such tax, mechanics' or other lien)
     security interest in the Trust Estate;

               (v)    engage in any activities other than financing, acquiring,
     owning, pledging and managing the Receivables as contemplated by the
     Receivables Purchase Agreement, the Trust Agreement, the Sale and Servicing
     Agreement and this Indenture and activities incidental to such activities;
     or

                                       27

<PAGE>

               (vi)   incur, assume or guarantee any indebtedness other than the
     indebtedness evidenced by the Notes or indebtedness otherwise permitted by
     the Receivables Purchase Agreement, the Trust Agreement, the Sale and
     Servicing Agreement or this Indenture.

          SECTION 3.9   Annual Statement as to Compliance. On or before May 31
of each year (commencing with the year 20[__]), the Issuer shall deliver to the
Depositor, the Indenture Trustee and the Insurer an Officer's Certificate
stating, as to the Authorized Officer signing such Officer's Certificate, that:

               (i)    a review of the activities of the Issuer during the
     preceding Trust Fiscal Year (or, in the case of the Officer's Certificate
     to be delivered in the year 20[__], during the period beginning on the
     Closing Date and ending on February 28, 20[__]) and of its performance
     under this Indenture has been made under such Authorized Officer's
     supervision; and

               (ii)   to the best of such Authorized Officer's knowledge, based
     on such review, the Issuer has complied with all conditions and covenants
     under this Indenture throughout such preceding Trust Fiscal Year (or, in
     the case of the Officer's Certificate to be delivered in the year 20[__],
     during the period beginning on the Closing Date and ending on February 28,
     20[__]) or, if there has been a default in its compliance with any such
     condition or covenant, specifying each such default known to such
     Authorized Officer and the nature and status thereof.

          SECTION 3.10  Issuer May Consolidate, etc., Only on Certain Terms.

          (a)  The Issuer shall not consolidate or merge with or into any other
Person, unless:

               (i)    the Person formed by or surviving such consolidation or
     merger (if other than the Issuer) shall be a Person organized and existing
     under the laws of the United States of America or any State and shall
     expressly assume, by an indenture supplemental hereto, executed and
     delivered to the Indenture Trustee, in form satisfactory to the Depositor,
     the Indenture Trustee and the Insurer (if no Insurer Default shall have
     occurred and be continuing), the due and punctual payment of the principal
     of and interest on all Notes and the performance or observance of every
     agreement and covenant of this Indenture on the part of the Issuer to be
     performed or observed, all as provided herein;

               (ii)   immediately after giving effect to such transaction, no
     Default or Event of Default shall have occurred and be continuing;

               (iii)  the Rating Agency Condition shall have been satisfied with
     respect to such transaction;

               (iv)   the Issuer shall have received an Opinion of Counsel (and
     shall have delivered copies thereof to the Indenture Trustee) to the effect
     that such transaction will

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<PAGE>

     not have any material adverse tax consequence to the Issuer, any Noteholder
     or any Certificateholder;

               (v)    any action that is necessary to maintain the lien and
     security interest created by this Indenture shall have been taken;

               (vi)   the Issuer shall have delivered to the Indenture Trustee
     an Officer's Certificate and an Opinion of Counsel each stating that such
     consolidation or merger and such supplemental indenture comply with this
     Article III and that all conditions precedent provided for in this
     Indenture relating to such transaction have been complied with (including
     any filing required by the Exchange Act); and

               (vii)  if no Insurer Default shall have occurred and be
     continuing, the Issuer shall have given the Insurer written notice of such
     consolidation or merger at least twenty (20) Business Days prior to the
     consummation of such consolidation or merger and shall have received the
     prior written approval of the Insurer of such consolidation or merger and
     the Issuer or the Person (if other than the Issuer) formed by or surviving
     such consolidation or merger has a net worth, immediately after such
     consolidation or merger, that is (A) greater than zero and (B) not less
     than the net worth of the Issuer immediately prior to giving effect to such
     consolidation or merger.

          (b)  Other than as specifically contemplated by the Transaction
Documents, the Issuer shall not convey or transfer any of its properties or
assets, including those included in the Trust Estate, to any other Person,
unless:

               (i)    the Person that acquires by conveyance or transfer the
     properties or assets of the Issuer the conveyance or transfer of which is
     hereby restricted (A) shall be a United States citizen or a Person
     organized and existing under the laws of the United States of America or
     any State, (B) shall expressly assume, by an indenture supplemental hereto,
     executed and delivered to the Indenture Trustee, in form satisfactory to
     the Indenture Trustee and the Insurer (if no Insurer Default shall have
     occurred and be continuing), the due and punctual payment of the principal
     of and interest on all Notes and the performance or observance of every
     agreement and covenant of this Indenture on the part of the Issuer to be
     performed or observed, all as provided herein, (C) shall expressly agree by
     means of such supplemental indenture that all right, title and interest so
     conveyed or transferred shall be subject and subordinate to the rights of
     the Holders of the Notes, (D) unless otherwise provided in such
     supplemental indenture, shall expressly agree to indemnify, defend and hold
     harmless the Issuer against and from any loss, liability or expense arising
     under or related to this Indenture and the Notes and (E) shall expressly
     agree by means of such supplemental indenture that such Person (or if a
     group of Persons, then one specified Person) shall make all filings with
     the Commission (and any other appropriate Person) required by the Exchange
     Act in connection with the Notes;

               (ii)   immediately after giving effect to such transaction, no
     Default or Event of Default shall have occurred and be continuing;

                                       29

<PAGE>

               (iii)  the Rating Agency Condition shall have been satisfied with
     respect to such transaction;

               (iv)   the Issuer shall have received an Opinion of Counsel (and
     shall have delivered copies thereof to the Indenture Trustee, the Depositor
     and the Insurer) to the effect that such transaction will not have any
     material adverse tax consequence to the Issuer, any Noteholder or any
     Certificateholder;

               (v)    any action that is necessary to maintain the lien and
     security interest created by this Indenture shall have been taken;

               (vi)   the Issuer shall have delivered to the Indenture Trustee,
     the Depositor and the Insurer an Officer's Certificate and an Opinion of
     Counsel each stating that such conveyance or transfer and such supplemental
     indenture comply with this Article III and that all conditions precedent
     provided for in this Indenture relating to such transaction have been
     complied with (including any filing required by the Exchange Act); and

               (vii)  if no Insurer Default shall have occurred and be
     continuing, the Issuer shall have given the Insurer written notice of such
     transaction at least twenty (20) Business Days prior to the consummation of
     such transaction and shall have received the prior written approval of the
     Insurer of such transaction and the Person that acquires by conveyance or
     transfer the properties or assets of the Issuer has a net worth,
     immediately after such transaction, that is (A) greater than zero and (B)
     not less than the net worth of the Issuer immediately prior to giving
     effect to such transaction.

          SECTION 3.11  Successor or Transferee.

          (a)  Upon any consolidation or merger of the Issuer in accordance with
Section 3.10(a), the Person formed by or surviving such consolidation or merger
(if other than the Issuer) shall succeed to, and be substituted for, and may
exercise every right and power of, the Issuer under this Indenture with the same
effect as if such Person had been named as the Issuer herein.

          (b)  Upon any conveyance or transfer of all the properties and assets
of the Issuer in accordance with Section 3.10(b), CarMax Auto Owner Trust
20[__]-[__] shall be released from every covenant and agreement of this
Indenture to be observed or performed on the part of the Issuer with respect to
the Notes immediately upon the delivery of written notice to the Indenture
Trustee, the Depositor and the Insurer stating that CarMax Auto Owner Trust
20[__]-[__] is to be so released.

          SECTION 3.12  No Other Business. The Issuer shall not engage in any
business other than financing, acquiring, owning and pledging the Receivables in
the manner contemplated by this Indenture and the other Transaction Documents
and activities incidental thereto.

          SECTION 3.13  No Borrowing. The Issuer shall not issue, incur, assume,
guarantee or otherwise become liable, directly or indirectly, for any
indebtedness except for the Notes.

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<PAGE>

          SECTION 3.14  Servicer's Obligations. The Issuer shall cause the
Servicer to comply with the Sale and Servicing Agreement.

          SECTION 3.15  Guarantees, Loans, Advances and Other Liabilities.
Except as contemplated by this Indenture and the other Transaction Documents,
the Issuer shall not make any loan or advance or credit to, or guarantee
(directly or indirectly or by an instrument having the effect of assuring
another's payment or performance on any obligation or capability of so doing or
otherwise), endorse or otherwise become contingently liable, directly or
indirectly, in connection with the obligations, stocks or dividends of, or own,
purchase, repurchase or acquire (or agree contingently to do so) any stock,
obligations, assets or securities of, or any other interest in, or make any
capital contribution to, any other Person.

          SECTION 3.16  Capital Expenditures. The Issuer shall not make any
expenditure (by long-term or operating lease or otherwise) for capital assets
(either realty or personalty).

          SECTION 3.17  Restricted Payments. The Issuer shall not, directly or
indirectly, (i) make any distribution (by reduction of capital or otherwise),
whether in cash, property, securities or a combination thereof, to the Owner
Trustee or any owner of a beneficial interest in the Issuer or otherwise with
respect to any ownership or equity interest or security in or of the Issuer or
to the Servicer, (ii) redeem, purchase, retire or otherwise acquire for value
any such ownership or equity interest or security or (iii) set aside or
otherwise segregate any amounts for any such purpose; provided, however, that
the Issuer may make, or cause to be made, distributions as contemplated by, and
to the extent funds are available for such purpose under, the Sale and Servicing
Agreement, the Trust Agreement or this Indenture. The Issuer shall not, directly
or indirectly, make payments to or distributions from the Collection Account,
the Note Payment Account, the Certificate Payment Account or the Reserve Account
except in accordance with this Indenture and the other Transaction Documents.

          SECTION 3.18  Notice of Events of Default. The Issuer shall give the
Indenture Trustee, the Depositor, the Insurer and the Rating Agencies prompt
written notice of each Event of Default hereunder, each default on the part of
the Depositor or the Servicer of its obligations under the Sale and Servicing
Agreement and each default on the part of the Seller or the Depositor of its
obligations under the Receivables Purchase Agreement.

          SECTION 3.19  Removal of Administrator. For so long as any Notes are
Outstanding, the Issuer shall not remove the Administrator without cause unless
the Rating Agency Condition shall have been satisfied with respect to such
removal and, unless an Insurer Default shall have occurred and be continuing,
the Insurer shall have consented to such removal.

          SECTION 3.20  Further Instruments and Acts. Upon request of the
Indenture Trustee or the Insurer, the Issuer shall execute and deliver such
further instruments and do such further acts as may be reasonably necessary or
proper to carry out more effectively the purpose of this Indenture.

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<PAGE>

                                   ARTICLE IV
                           SATISFACTION AND DISCHARGE

          SECTION 4.1   Satisfaction and Discharge of Indenture. This Indenture
shall cease to be of further effect with respect to the Notes, except as to (i)
rights of registration of transfer and exchange, (ii) substitution of mutilated,
destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments
of principal thereof and interest thereon, (iv) Sections 3.3, 3.4, 3.5, 3.8,
3.10, 3.12, 3.13, 3.16 and 3.17, (v) the rights, obligations and immunities of
the Indenture Trustee hereunder (including the rights of the Indenture Trustee
under Section 6.7 and the obligations of the Indenture Trustee under Section
4.3) and (vi) the rights of Noteholders as beneficiaries hereof with respect to
the property so deposited with the Indenture Trustee payable to all or any of
them, and the Indenture Trustee, on demand of and at the expense of the Issuer,
shall execute proper instruments acknowledging satisfaction and discharge of
this Indenture with respect to the Notes, when:

          (A)  the Policy has been terminated in accordance with its terms and
returned to the Insurer for cancellation;

          (B)  either

               (1)  all Notes of all Classes theretofore authenticated and
     delivered (other than (i) Notes that have been destroyed, lost or stolen
     and that have been replaced or paid as provided in Section 2.6 and (ii)
     Notes for whose payment money has theretofore been irrevocably deposited in
     trust or segregated and held in trust by the Issuer and thereafter repaid
     to the Issuer or discharged from such trust, as provided in Section 3.3)
     have been delivered to the Indenture Trustee for cancellation; or

               (2)  all Notes not theretofore delivered to the Indenture Trustee
     for cancellation have become due and payable and the Issuer has irrevocably
     deposited or caused to be irrevocably deposited with the Indenture Trustee,
     in trust, cash or direct obligations of or obligations guaranteed by the
     United States of America (which will mature prior to the date needed), in
     an amount sufficient to pay and discharge the entire indebtedness on such
     Notes when due on the applicable Class Final Distribution Date or
     Redemption Date (if Notes shall have been called for redemption pursuant to
     Section 10.1(a)), as the case may be;

          (C)  the Issuer has paid or caused to be paid all other sums payable
by the Issuer hereunder and under the other Transaction Documents;

          (D)  the Issuer has delivered to the Depositor, the Indenture Trustee
and the Insurer an Officer's Certificate, an Opinion of Counsel and (if required
by the TIA or the Indenture Trustee) an Independent Certificate from a firm of
certified public accountants, each meeting the applicable requirements of
Section 11.1(a) and, subject to Section 11.2, each stating that all conditions
precedent provided for in this Indenture relating to the satisfaction and
discharge of this Indenture have been complied with; and

          (E)  the Issuer has delivered to the Depositor, the Indenture Trustee
and the Insurer an Opinion of Counsel to the effect that the satisfaction and
discharge of this Indenture

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<PAGE>

pursuant to this Section 4.1 will not cause any Noteholder to be treated as
having sold or exchanged any of its Notes for purposes of Section 1001 of the
Code.

          SECTION 4.2   Satisfaction, Discharge and Defeasance of the Notes.

          (a)  Upon satisfaction of the conditions set forth in subsection (b)
below, the Issuer shall be deemed to have paid and discharged the entire
indebtedness on all the Notes Outstanding, and the provisions of this Indenture,
as it relates to such Notes, shall no longer be in effect (and the Indenture
Trustee, at the expense of the Issuer, shall execute proper instruments
acknowledging the same), except as to:

               (i)    the rights of the Noteholders to receive, from the trust
     funds described in subsection (b)(i), payment of the principal of and
     interest on the Notes Outstanding at maturity of such principal or
     interest;

               (ii)   the obligations of the Issuer with respect to the Notes
     under Sections 2.5, 2.6, 3.2 and 3.3;

               (iii)  the obligations of the Issuer to the Indenture Trustee
     under Section 6.7; and

               (iv)   the rights, powers, trusts and immunities of the Indenture
     Trustee hereunder and the duties of the Indenture Trustee hereunder.

          (b)  The satisfaction, discharge and defeasance of the Notes pursuant
to subsection (a) of this Section 4.2 is subject to the satisfaction of all of
the following conditions:

               (i)    the Issuer or the Insurer has deposited or caused to be
     deposited irrevocably (except as provided in Section 4.4) with the
     Indenture Trustee as trust funds in trust, specifically pledged as security
     for, and dedicated solely to, the benefit of the Holders of the Notes,
     which, through the payment of interest and principal in respect thereof in
     accordance with their terms will provide, not later than one day prior to
     the due date of any payment referred to below, money in an amount
     sufficient, in the opinion of a nationally recognized firm of independent
     certified public accountants expressed in a written certification thereof
     delivered to the Indenture Trustee, to pay and discharge the entire
     indebtedness on the Notes Outstanding, for principal thereof and interest
     thereon to the date of such deposit (in the case of Notes that have become
     due and payable) or to the maturity of such principal and interest, as the
     case may be;

               (ii)   such deposit will not result in a breach or violation of,
     or constitute an event of default under, any Transaction Document or other
     agreement or instrument to which the Issuer is bound;

               (iii)  no Event of Default has occurred and is continuing on the
     date of such deposit or on the ninety-first (91st) day after such date;

               (iv)   the Issuer has delivered to the Depositor, the Indenture
     Trustee and the Insurer an Opinion of Counsel to the effect that the
     satisfaction, discharge and defeasance

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<PAGE>

     of the Notes pursuant to this Section 4.2 will not cause any Noteholder to
     be treated as having sold or exchanged any of its Notes for purposes of
     Section 1001 of the Code; and

               (v)    the Issuer has delivered to the Depositor, the Indenture
     Trustee and the Insurer an Officer's Certificate and an Opinion of Counsel,
     each stating that all conditions precedent provided for in this Indenture
     relating to the defeasance contemplated by this Section 4.2 have been
     complied with.

          SECTION 4.3   Application of Trust Money. All monies deposited with
the Indenture Trustee pursuant to Section 4.1 shall be held in trust and applied
by the Indenture Trustee, in accordance with the provisions of the Notes and
this Indenture, to the payment, either directly or through any Paying Agent, to
the Holders of the Notes for the payment or redemption of which such monies have
been deposited with the Indenture Trustee, of all sums due and to become due
thereon for principal and interest, but such monies need not be segregated from
other funds except to the extent required herein or in the Sale and Servicing
Agreement or required by law.

          SECTION 4.4   Repayment of Monies Held by Paying Agent. In connection
with the satisfaction and discharge of this Indenture with respect to the Notes,
all monies then held by any Paying Agent other than the Indenture Trustee under
the provisions of this Indenture with respect to such Notes shall, upon demand
of the Issuer, be paid to the Indenture Trustee to be held and applied according
to Section 3.3, and thereupon such Paying Agent shall be released from all
further liability with respect to such monies.

                                    ARTICLE V
                                    REMEDIES

          SECTION 5.1   Events of Default. "Event of Default" means the
occurrence of any one of the following events (whatever the reason for such
event and whether such event shall be voluntary or involuntary or be effected by
operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body):

               (i)    default in the payment of any interest on any Note when
     the same becomes due and payable and such default shall continue for a
     period of five (5) Business Days;

               (ii)   default in the payment of any principal due and payable on
     any Class of Notes;

               (iii)  default in the observance or performance of any material
     covenant or agreement of the Issuer made in this Indenture (other than a
     covenant or agreement a default in the observance or performance of which
     is specifically dealt with elsewhere in this Section 5.1), and such default
     shall continue or not be cured for a period of sixty (60) days after there
     shall have been given, by registered or certified mail, to the Issuer by
     the Depositor, the Indenture Trustee or the Insurer or to the Issuer, the
     Depositor, the Indenture Trustee and the Insurer by the Holders of Notes
     evidencing not less than 25%

                                       34

<PAGE>

     of the Note Balance, a written notice specifying such default and requiring
     it to be remedied and stating that such notice is a notice of Default
     hereunder;

               (iv)   any representation or warranty of the Issuer made in this
     Indenture or in any certificate delivered pursuant hereto or in connection
     herewith proving to have been incorrect in any material respect as of the
     time when the same shall have been made, and the circumstance or condition
     in respect of which such representation or warranty was incorrect shall not
     have been eliminated or otherwise cured for a period of thirty (30) days
     after there shall have been given, by registered or certified mail, to the
     Issuer by the Depositor, the Indenture Trustee or the Insurer or to the
     Issuer, the Depositor, the Indenture Trustee and the Insurer by the Holders
     of Notes evidencing not less than 25% of the Note Balance, a written notice
     specifying such incorrect representation or warranty and requiring it to be
     remedied and stating that such notice is a notice of Default hereunder;

               (v)    the filing of a decree or order for relief by a court
     having jurisdiction in the premises in respect of the Issuer or any
     substantial part of the Trust Estate in an involuntary case under any
     applicable federal or state bankruptcy, insolvency or other similar law now
     or hereafter in effect, or appointing a receiver, liquidator, assignee,
     custodian, trustee, sequestrator or similar official of the Issuer or for
     any substantial part of the Trust Estate, or ordering the winding-up or
     liquidation of the Issuer's affairs, and such decree or order shall remain
     unstayed and in effect for a period of sixty (60) consecutive days;

               (vi)   the commencement by the Issuer of a voluntary case under
     any applicable federal or state bankruptcy, insolvency or other similar law
     now or hereafter in effect, or the consent by the Issuer to the entry of an
     order for relief in an involuntary case under any such law, or the consent
     by the Issuer to the appointment or taking possession by a receiver,
     liquidator, assignee, custodian, trustee, sequestrator or similar official
     of the Issuer or for any substantial part of the Trust Estate, or the
     making by the Issuer of any general assignment for the benefit of
     creditors, or the failure by the Issuer generally to pay its debts as such
     debts become due, or the taking of any action by the Issuer in furtherance
     of any of the foregoing; or

               (vii)  the submission of a claim under the Policy;

provided, however, that unless an Insurer Default shall have occurred and be
continuing, none of the Depositor, the Indenture Trustee or the Noteholders may
declare an Event of Default. If no Insurer Default shall have occurred and be
continuing, an Event of Default shall occur only upon delivery by the Insurer to
the Depositor and the Indenture Trustee of notice of the occurrence of such
Event of Default.

          The Issuer shall deliver to the Indenture Trustee, the Depositor and
the Insurer, within five (5) days after the occurrence of any event that, with
notice or the lapse of time or both, would become an Event of Default under
clause (iii) or (iv), written notice of such Default in the form of an Officer's
Certificate, the status of such Default and what action the Issuer is taking or
proposes to take with respect to such Default.

                                       35

<PAGE>

          SECTION 5.2   Acceleration of Maturity; Rescission and Annulment.

          (a)  If an Event of Default shall have occurred and be continuing and
no Insurer Default shall have occurred and be continuing, the Insurer shall have
the right, but not the obligation, upon prior written notice to each Rating
Agency, to declare the Notes to be immediately due and payable by written notice
to the Issuer, the Depositor, the Servicer and the Indenture Trustee, and upon
any such declaration the unpaid principal amount of the Notes, together with
accrued and unpaid interest thereon through the date of acceleration, shall
become immediately due and payable. The Indenture Trustee shall have no
discretion with respect to the acceleration of the Notes under the foregoing
circumstances. In the event of any such acceleration of the Notes, the Indenture
Trustee shall continue to submit claims under the Policy with respect to the
Notes and the Certificates.

          (b)  If an Event of Default shall have occurred and be continuing and
an Insurer Default shall have occurred and be continuing, the Indenture Trustee
or the Holders of Notes evidencing not less than 66 2/3% of the Note Balance
may, upon prior written notice to each Rating Agency, declare the Notes to be
immediately due and payable by written notice to the Issuer (and to the
Indenture Trustee if given by Noteholders), the Depositor and the Servicer, and
upon any such declaration the unpaid principal amount of the Notes, together
with accrued and unpaid interest thereon through the date of acceleration, shall
become immediately due and payable.

          (c)  If the Notes have been declared immediately due and payable
following an Event of Default, before a judgment or decree for payment of the
amount due has been obtained by the Indenture Trustee as hereinafter provided in
this Article V, the Holders of Notes evidencing not less than 66 2/3% of the
Note Balance, by written notice to the Issuer, the Depositor and the Indenture
Trustee, may rescind and annul such declaration of acceleration and its
consequences if:

               (i)    the Issuer has paid or deposited with the Indenture
     Trustee a sum sufficient to pay all principal of and interest on the Notes
     and all other amounts that would then be due hereunder or upon the Notes if
     the Event of Default giving rise to such acceleration had not occurred; and

               (ii)   all Events of Default, other than the nonpayment of the
     principal of the Notes that has become due solely by such acceleration,
     have been cured or waived as provided in Section 5.12.

No such rescission shall affect any subsequent default or impair any right
consequent thereto.

          (d)  If an Event of Default shall have occurred and be continuing and
no Insurer Default shall have occurred and be continuing, the Insurer may elect
to prepay all or any portion of the Note Balance on any Distribution Date by
depositing the principal amount to be prepaid, plus accrued but unpaid interest
thereon to such Distribution Date, in the Collection Account in immediately
available funds no later than 5:00 p.m., New York City time, on the Business Day
preceding such Distribution Date; provided, however, that the Insurer shall
fulfill its obligations under the Policy.

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<PAGE>

          (e)  If an Event of Default shall have occurred and be continuing, no
Insurer Default shall have occurred and be continuing and the Note Balance shall
have been paid in full, the Insurer may elect to prepay all or any portion of
the Certificate Balance on any Distribution Date by depositing the principal
amount to be prepaid, plus accrued but unpaid interest thereon to such
Distribution Date, in the Collection Account in immediately available funds no
later than 5:00 p.m., New York City time, on the Business Day preceding such
Distribution Date; provided, however, that the Insurer shall fulfill its
obligations under the Policy.

          SECTION 5.3   Collection of Indebtedness and Suits for Enforcement by
Indenture Trustee.

          (a)  If (i) default is made in the payment of any interest on any Note
when the same becomes due and payable, and such default continues for a period
of five (5) Business Days, or (ii) default is made in the payment of the
principal of any Note when the same becomes due and payable, the Issuer shall,
upon demand of the Indenture Trustee, pay to the Indenture Trustee, for the
benefit of the Holders of the Notes, the amount then due and payable on the
Notes for principal and interest, with interest upon the overdue principal at
the applicable Note Rate and, to the extent payment at such rate of interest
shall be legally enforceable, upon overdue installments of interest at the
applicable Note Rate and in addition thereto such further amount as shall be
sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Indenture
Trustee and its agents and counsel and other amounts due and owing to the
Indenture Trustee pursuant to Section 6.7.

          (b)  If the Issuer shall fail forthwith to pay such amounts upon such
demand, the Indenture Trustee, in its own name and as trustee of an express
trust, may institute a Proceeding for the collection of the sums so due and
unpaid, and may prosecute such Proceeding to judgment or final decree, and may
enforce the same against the Issuer or any other obligor upon the Notes and
collect in the manner provided by law out of the property of the Issuer or such
other obligor, wherever situated, the monies adjudged or decreed to be payable.

          (c)  If an Event of Default shall have occurred and be continuing, the
Indenture Trustee may, as more particularly provided in Section 5.4, in its
discretion, proceed to protect and enforce its rights and the rights of the
Noteholders and the Insurer by such appropriate Proceedings as the Indenture
Trustee shall deem most effective to protect and enforce such rights, whether
for the specific enforcement of any covenant or agreement in this Indenture or
in aid of the exercise of any power granted herein or to enforce any other
proper remedy or legal or equitable right vested in the Indenture Trustee by
this Indenture or by law.

          (d)  If there shall be pending, relative to the Issuer or any other
obligor upon the Notes or any Person having or claiming an ownership interest in
the Trust Estate, Proceedings under Title 11 of the United States Code or any
other applicable federal or state bankruptcy, insolvency or other similar law,
or if a receiver, assignee or trustee in bankruptcy or reorganization,
liquidator, sequestrator or similar official shall have been appointed for or
taken possession of the Issuer or its property or such other obligor or Person,
or if there shall be pending any other comparable judicial Proceedings relative
to the Issuer or any other obligor upon the Notes, or to the creditors or
property of the Issuer or such other obligor, the Indenture Trustee,
irrespective of whether the principal of any Notes shall then be due and payable
as

                                       37

<PAGE>

therein expressed or by declaration or otherwise and irrespective of whether the
Indenture Trustee shall have made any demand pursuant to the provisions of this
Section 5.3, shall be entitled and empowered, by intervention in such
Proceedings or otherwise:

               (i)    to file and prove a claim or claims for the whole amount
     of principal and interest owing and unpaid in respect of the Notes and to
     file such other papers or documents as may be necessary or advisable in
     order to have the claims of the Indenture Trustee (including any claim for
     reasonable compensation to the Indenture Trustee and each predecessor
     Indenture Trustee, and their respective agents and attorneys, and all other
     amounts due and owing to the Indenture Trustee pursuant to Section 6.7) and
     of the Noteholders allowed in such Proceedings;

               (ii)   unless prohibited by applicable law and regulations, to
     vote on behalf of the Noteholders in any election of a trustee, a standby
     trustee or Person performing similar functions in any such Proceedings;

               (iii)  to collect and receive any monies or other property
     payable or deliverable on any such claims and to pay all amounts received
     with respect to the claims of the Noteholders and of the Indenture Trustee
     on their behalf; and

               (iv)   to file such proofs of claim and other papers or documents
     as may be necessary or advisable in order to have the claims of the
     Indenture Trustee or the Noteholders allowed in any judicial proceedings
     relative to the Issuer, its creditors and its property;

and any trustee,  receiver,  liquidator,  custodian or other similar official in
any such  Proceeding  is hereby  authorized by each of the  Noteholders  to make
payments to the Indenture  Trustee and, in the event that the Indenture  Trustee
shall consent to the making of payments  directly to the Noteholders,  to pay to
the Indenture  Trustee such amounts as shall be  sufficient to cover  reasonable
compensation to the Indenture  Trustee and each predecessor  Indenture  Trustee,
and their respective  agents and attorneys,  and all other amounts due and owing
to the Indenture Trustee pursuant to Section 6.7.

          (e)  Nothing herein contained shall be deemed to authorize the
Indenture Trustee to authorize or consent to or vote for or accept or adopt on
behalf of any Noteholder any plan of reorganization, arrangement, adjustment or
composition affecting the Notes or the rights of any Holder thereof or to
authorize the Indenture Trustee to vote in respect of the claim of any
Noteholder in any such proceeding except, as aforesaid, to vote for the election
of a trustee in bankruptcy or similar Person.

          (f)  All rights of action and of asserting claims under this
Indenture, or under any of the Notes, may be enforced by the Indenture Trustee
without the possession of any of the Notes or the production thereof in any
trial or other Proceedings relative thereto, and any such action or Proceedings
instituted by the Indenture Trustee shall be brought in its own name as trustee
of an express trust, and any recovery of judgment, subject to the payment of the
expenses, disbursements and compensation of the Indenture Trustee, each
predecessor Indenture Trustee

                                       38

<PAGE>

and their respective agents and attorneys, shall be for the ratable benefit of
the Holders of the Notes.

          (g)  In any Proceedings brought by the Indenture Trustee (and also any
Proceedings involving the interpretation of any provision of this Indenture to
which the Indenture Trustee shall be a party), the Indenture Trustee shall be
held to represent all the Noteholders, and it shall not be necessary to make any
Noteholder a party to any such Proceedings.

          SECTION 5.4   Remedies.

          (a)  If the Notes have been declared immediately due and payable
following an Event of Default, the Indenture Trustee shall, at the written
direction of the Insurer (if no Insurer Default shall have occurred and be
continuing) or at the written direction of the Holders of Notes evidencing not
less than 66 2/3% of the Note Balance (if an Insurer Default shall have occurred
and be continuing), take one or more of the following actions as so directed
(subject to Section 5.5):

               (i)    institute Proceedings in its own name and as trustee of an
     express trust for the collection of all amounts then payable on the Notes
     or under this Indenture with respect thereto, whether by declaration or
     otherwise, enforce any judgment obtained, and collect from the Issuer and
     any other obligor upon the Notes monies adjudged due;

               (ii)   institute Proceedings from time to time for the complete
     or partial foreclosure of this Indenture with respect to the Trust Estate;

               (iii)  exercise any remedies of a secured party under the
     Relevant UCC and take any other appropriate action to protect and enforce
     the rights and remedies of the Indenture Trustee and the Noteholders; and

               (iv)   sell the Trust Estate or any portion thereof or rights or
     interest therein at one or more public or private sales called and
     conducted in any manner permitted by law;

provided, however, that the Indenture Trustee may not sell or otherwise
liquidate the Trust Estate at the direction of the Insurer following an Event of
Default, other than an Event of Default described in Section 5.1(v), (vi) or
(vii), unless the proceeds of such sale or liquidation will be sufficient to pay
in full the Note Balance and all accrued but unpaid interest on the Outstanding
Notes; and, provided further, that the Indenture Trustee may not sell or
otherwise liquidate the Trust Estate at the direction of the Holders following
an Event of Default, other than an Event of Default described in Section 5.1(i)
or (ii), unless (A) the Holders of 100% of the Note Balance consent thereto, (B)
the proceeds of such sale or liquidation will be sufficient to pay in full the
Note Balance and all accrued but unpaid interest on the Outstanding Notes and
all amounts due to the Insurer under the Insurance Agreement or (C) the
Indenture Trustee determines that the Trust Estate will not continue to provide
sufficient funds for the payment of principal of and interest on the Notes as
they would have become due if the Notes had not been declared immediately due
and payable, and the Indenture Trustee obtains the consent of the Holders of
Notes evidencing not less than 66 2/3% of the Note Balance. In determining such
sufficiency or

                                       39

<PAGE>

insufficiency with respect to clauses (B) and (C) above, the Indenture Trustee
may, but need not, obtain and rely upon an opinion of an Independent investment
banking or accounting firm of national reputation as to the feasibility of such
proposed action and as to the sufficiency of the Trust Estate for such purpose.

          (b)  If the Indenture Trustee collects any money or property pursuant
to this Section 5.4, it shall pay out such money or property in the following
order of priority:

               (i)    to the Indenture Trustee, all amounts due to the Indenture
     Trustee as compensation pursuant to Section 6.7;

               (ii)   to the Servicer, all amounts due to the Servicer as
     compensation pursuant to Section 3.8 of the Sale and Servicing Agreement;

               (iii)  to the Noteholders, all accrued but unpaid interest on the
     Notes;

               (iv)   to the Noteholders, the Note Balance;

               (v)    to the Certificateholders, all accrued but unpaid interest
     on the Certificates;

               (vi)   to the Certificateholders, the outstanding principal
     balance of the Certificates;

               (vii)  to the Insurer, all overdue Insurance Premiums;

               (viii) to the Insurer, the aggregate amount of any unreimbursed
     payments under the Policy, including any amount deposited by the Insurer
     pursuant to Section 5.2(d) or (e), to the extent payable to the Insurer
     under the Insurance Agreement plus accrued interest on any unreimbursed
     payments under the Policy, including any amount deposited by the Insurer
     pursuant to Section 5.2(d) or (e), at the rate provided in the Insurance
     Agreement plus any other amounts due the Insurer under the Insurance
     Agreement plus any unreimbursed Insurer Defense Costs;

               (ix)   if a Successor Servicer has been appointed pursuant to
     Section 8.2 of the Sale and Servicing Agreement, to such Successor
     Servicer, any unpaid Transition Costs due in connection with such transfer
     of servicing plus any Additional Servicing Fee due to such Successor
     Servicer; and

               (x)    to the Seller, as holder of the Residual Interest, any
     remaining money or property.

          (c)  The Indenture Trustee may fix a record date and payment date for
any payment to Noteholders pursuant to this Section 5.4. At least five (5) days
before such record date, the Indenture Trustee on behalf of the Issuer shall
mail to each Noteholder a notice that states the record date, the payment date
and the amount to be paid.

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<PAGE>

          SECTION 5.5   Optional Preservation of the Receivables. If the Notes
have been declared immediately due and payable following an Event of Default,
and such declaration and its consequences have not been rescinded and annulled,
the Indenture Trustee may, but need not, elect to maintain possession of the
Trust Estate and apply proceeds as if there had been no declaration of
acceleration; provided, however, that the Available Funds shall be applied in
accordance with such declaration of acceleration in the manner specified in
Section 4.6(d) of the Sale and Servicing Agreement. It is the desire of the
parties hereto and the Noteholders that there be at all times sufficient funds
for the payment of principal of and interest on the Notes, and the Indenture
Trustee shall take such desire into account when determining whether or not to
maintain possession of the Trust Estate. In determining whether to maintain
possession of the Trust Estate, the Indenture Trustee may, but need not, obtain
and rely upon an opinion of an Independent investment banking or accounting firm
of national reputation as to the feasibility of such proposed action and as to
the sufficiency of the Trust Estate for such purpose.

          SECTION 5.6   Limitation of Suits. No Holder of any Note shall have
any right to institute any Proceeding with respect to this Indenture or for the
appointment of a receiver or trustee, or for any other remedy hereunder, unless:

               (i)    such Holder has previously given written notice to the
     Indenture Trustee of a continuing Event of Default;

               (ii)   the Holders of Notes evidencing not less than 25% of the
     Note Balance have made written request to the Indenture Trustee to
     institute such Proceeding in respect of such Event of Default in its own
     name as Indenture Trustee hereunder;

               (iii)  such Holder or Holders have offered to the Indenture
     Trustee reasonable indemnity against the costs, expenses and liabilities to
     be incurred in complying with such request;

               (iv)   the Indenture Trustee for sixty (60) days after its
     receipt of such notice, request and offer of indemnity has failed to
     institute such Proceedings;

               (v)    no direction inconsistent with such written request has
     been given to the Indenture Trustee during such 60-day period by the
     Holders of Notes evidencing not less than 51% of the Note Balance; and

               (vi)   an Insurer Default has occurred and is continuing.

          It is understood and intended that no one or more Holders of Notes
shall have any right in any manner whatever by virtue of, or by availing of, any
provision of this Indenture to affect, disturb or prejudice the rights of any
other Holders of Notes or to obtain or to seek to obtain priority or preference
over any other Holders of Notes or to enforce any right under this Indenture,
except in the manner herein provided.

          In the event the Indenture Trustee shall receive conflicting or
inconsistent requests and indemnity from two or more groups of Holders of Notes,
each evidencing less than 51% of the Note Balance, the Indenture Trustee in its
sole discretion may determine what action, if any, shall be taken,
notwithstanding any other provisions of this Indenture.

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<PAGE>

          SECTION 5.7   Unconditional Rights of Noteholders to Receive Principal
and Interest. Notwithstanding any other provisions of this Indenture, the Holder
of any Note shall have the right, which is absolute and unconditional, to
receive payment of the principal of and interest, if any, on such Note on the
respective due dates thereof expressed in such Note or in this Indenture (or, in
the case of redemption, on the Redemption Date) and to institute suit for the
enforcement of any such payment, and such right shall not be impaired without
the consent of such Holder.

          SECTION 5.8   Restoration of Rights and Remedies. If the Indenture
Trustee, the Insurer or any Noteholder has instituted any Proceeding to enforce
any right or remedy under this Indenture and such Proceeding has been
discontinued or abandoned for any reason or has been determined adversely to the
Indenture Trustee, the Insurer or such Noteholder, then and in every such case
the Issuer, the Indenture Trustee, the Insurer and the Noteholders shall,
subject to any determination in such Proceeding, be restored severally and
respectively to their former positions hereunder, and thereafter all rights and
remedies of the Indenture Trustee and the Noteholders shall continue as though
no such Proceeding had been instituted.

          SECTION 5.9   Rights and Remedies Cumulative. No right or remedy
herein conferred upon or reserved to the Indenture Trustee, the Insurer or the
Noteholders is intended to be exclusive of any other right or remedy, and every
right and remedy shall, to the extent permitted by law, be cumulative and in
addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any
right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.

          SECTION 5.10  Delay or Omission Not a Waiver. No delay or omission of
the Indenture Trustee, the Insurer or any Noteholder to exercise any right or
remedy accruing upon any Default or Event of Default shall impair any such right
or remedy or constitute a waiver of any such Default or Event of Default or any
acquiescence therein. Every right and remedy given by this Article V or by law
to the Indenture Trustee, the Insurer or the Noteholders may be exercised from
time to time, and as often as may be deemed expedient, by the Indenture Trustee,
the Insurer or the Noteholders, as the case may be.

          SECTION 5.11  Control by Noteholders. The Holders of Notes evidencing
not less than 51% of the Note Balance shall have the right to direct the time,
method and place of conducting any Proceeding for any remedy available to the
Indenture Trustee with respect to the Notes or exercising any trust or power
conferred on the Indenture Trustee; provided, however, that:

               (i)    such direction shall not be in conflict with any rule of
     law or with this Indenture;

               (ii)   subject to the express terms of Section 5.4, any written
     direction to the Indenture Trustee to sell or liquidate the Trust Estate
     shall be by the Holders of Notes evidencing not less than 100% of the Note
     Balance;

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<PAGE>

               (iii)  if the conditions set forth in Section 5.5 have been
     satisfied and the Indenture Trustee elects to retain the Trust Estate
     pursuant to such section, then any written direction to the Indenture
     Trustee by the Holders of Notes evidencing less than 100% of the Note
     Balance to sell or liquidate the Trust Estate shall be of no force and
     effect; and

               (iv)   the Indenture Trustee may take any other action deemed
     proper by the Indenture Trustee that is not inconsistent with such
     direction.

          Notwithstanding the rights of Noteholders set forth in this Section
5.11, subject to Section 6.1, the Indenture Trustee need not take any action
that it reasonably believes might involve it in costs, expenses and liabilities
for which it will not be adequately indemnified or might materially adversely
affect the rights of any Noteholders not consenting to such action.

          SECTION 5.12  Waiver of Past Defaults. Prior to the declaration of the
acceleration of the maturity of the Notes as provided in Section 5.2, the
Insurer (if no Insurer Default shall have occurred and be continuing) or the
Holders of Notes evidencing not less than 51% of the Note Balance, with the
consent of the Insurer (if no Insurer Default shall have occurred and be
continuing), may, on behalf of all Noteholders, waive any past Default or Event
of Default and its consequences except a Default or Event of Default (i) in the
payment of principal of or interest on any of the Notes or (ii) in respect of a
covenant or provision hereof that cannot be amended, supplemented or modified
without the consent of all the Noteholders. Upon any such waiver, the Issuer,
the Indenture Trustee, the Insurer and the Noteholders shall be restored to
their former positions and rights hereunder, respectively, but no such waiver
shall extend to any subsequent or other Default or Event of Default or impair
any right consequent thereto. Upon any such waiver, such Default or Event of
Default shall cease to exist and be deemed to have been cured and not to have
occurred, and any Event of Default arising therefrom shall be deemed to have
been cured and not to have occurred, for every purpose of this Indenture, but no
such waiver shall extend to any subsequent or other Default or Event of Default
or impair any right consequent thereto.

          SECTION 5.13  Undertaking for Costs. All parties to this Indenture
agree, and each Holder of any Note by such Holder's acceptance thereof shall be
deemed to have agreed, that any court may in its discretion require, in any suit
for the enforcement of any right or remedy under this Indenture, or in any suit
against the Indenture Trustee for any action taken, suffered or omitted by it as
Indenture Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorney's fees,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; provided,
however, that the provisions of this Section 5.13 shall not apply to (i) any
suit instituted by the Indenture Trustee, (ii) any suit instituted by any
Noteholder or group of Noteholders, in each case holding Notes evidencing in the
aggregate more than 10% of the Note Balance or (iii) any suit instituted by any
Noteholder for the enforcement of the payment of principal of or interest on any
Note on or after the respective due dates expressed in such Note and in this
Indenture (or, in the case of redemption, on or after the Redemption Date).

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<PAGE>

          SECTION 5.14  Waiver of Stay or Extension Laws. The Issuer covenants
(to the extent that it may lawfully do so) that it shall not at any time insist
upon, or plead or in any manner whatsoever, claim or take the benefit or
advantage of, any stay or extension law wherever enacted, now or at any time
hereafter in force, that may affect the covenants or the performance of this
Indenture, and the Issuer (to the extent that it may lawfully do so) hereby
expressly waives all benefit or advantage of any such law, and covenants that it
shall not hinder, delay or impede the execution of any power herein granted to
the Indenture Trustee, but will suffer and permit the execution of every such
power as though no such law had been enacted.

          SECTION 5.15  Action on Notes. The Indenture Trustee's right to seek
and recover judgment on the Notes or under this Indenture shall not be affected
by the seeking, obtaining or application of any other relief under or with
respect to this Indenture. Neither the lien of this Indenture nor any rights or
remedies of the Indenture Trustee or the Noteholders shall be impaired by the
recovery of any judgment by the Indenture Trustee against the Issuer or by the
levy of any execution under such judgment upon any portion of the Trust Estate
or upon any of the assets of the Issuer. Any money or property collected by the
Indenture Trustee shall be applied in accordance with Section 5.4(b).

          SECTION 5.16  Performance and Enforcement of Certain Obligations.

          (a)  Promptly following a request from the Indenture Trustee to do so,
and at the Administrator's expense, the Issuer shall take all such lawful action
as the Indenture Trustee may request to compel or secure the performance and
observance by the Depositor and the Servicer of their respective obligations to
the Issuer under or in connection with the Sale and Servicing Agreement or by
the Seller of its obligations under or in connection with the Receivables
Purchase Agreement, and to exercise any and all rights, remedies, powers and
privileges lawfully available to the Issuer under or in connection with the Sale
and Servicing Agreement to the extent and in the manner directed by the
Indenture Trustee, including the transmission of notices of default on the part
of the Depositor or the Servicer thereunder and the institution of legal or
administrative actions or proceedings to compel or secure performance by the
Depositor and the Servicer of their respective obligations thereunder.

          (b)  If an Event of Default shall have occurred and be continuing, the
Indenture Trustee may, and at the direction (which direction shall be in writing
or by telephone (confirmed in writing promptly thereafter)) of the Holders of
Notes evidencing not less than 66 2/3% of the Note Balance shall, exercise all
rights, remedies, powers, privileges and claims of the Issuer against the
Depositor or the Servicer under or in connection with the Sale and Servicing
Agreement or against the Seller under or in connection with the Receivables
Purchase Agreement, including the right or power to take any action to compel or
secure performance or observance by the Depositor or the Servicer, as the case
may be, of its obligations to the Issuer thereunder and to give any consent,
request, notice, direction, approval, extension or waiver under the Sale and
Servicing Agreement or the Receivables Purchase Agreement, as the case may be,
and any right of the Issuer to take such action shall be suspended.

          (c)  Promptly following a request from the Indenture Trustee to do so
and at the Administrator's expense, the Issuer agrees to take all such lawful
action as the Indenture Trustee may request to compel or secure the performance
and observance by the Seller of its

                                       44

<PAGE>

obligations to the Depositor under or in connection with the Receivables
Purchase Agreement in accordance with the terms thereof, and to exercise any and
all rights, remedies, powers and privileges lawfully available to the Issuer
under or in connection with the Receivables Purchase Agreement to the extent and
in the manner directed by the Indenture Trustee, including the transmission of
notices of default on the part of the Depositor thereunder and the institution
of legal or administrative actions or proceedings to compel or secure
performance by the Seller of its obligations under the Receivables Purchase
Agreement.

          (d)  If an Event of Default shall have occurred and be continuing, the
Indenture Trustee may, and at the direction (which direction shall be in writing
or by telephone (confirmed in writing promptly thereafter)) of the Holders of
Notes evidencing not less than 66 2/3% of the Note Balance shall, exercise all
rights, remedies, powers, privileges and claims of the Depositor against the
Seller under or in connection with the Receivables Purchase Agreement, including
the right or power to take any action to compel or secure performance or
observance by the Seller of its obligations to the Depositor thereunder and to
give any consent, request, notice, direction, approval, extension or waiver
under the Receivables Purchase Agreement, and any right of the Depositor to take
such action shall be suspended.

                                   ARTICLE VI
                              THE INDENTURE TRUSTEE

          SECTION 6.1   Duties of Indenture Trustee.

          (a)  If an Event of Default shall have occurred and be continuing, the
Indenture Trustee shall exercise the rights and powers vested in it by this
Indenture and use the same degree of care and skill in their exercise as a
prudent person would exercise or use under the circumstances in the conduct of
such Person's own affairs.

          (b)  Except during the continuance of an Event of Default:

               (i)    the Indenture Trustee undertakes to perform such duties
     and only such duties as are specifically set forth in this Indenture and no
     implied covenants or obligations shall be read into this Indenture against
     the Indenture Trustee; and

               (ii)   in the absence of bad faith on its part, the Indenture
     Trustee may conclusively rely, as to the truth of the statements and the
     correctness of the opinions expressed therein, upon certificates or
     opinions furnished to the Indenture Trustee and, if required by the terms
     of this Indenture, conforming to the requirements of this Indenture;
     provided, however, that the Indenture Trustee shall examine the
     certificates and opinions to determine whether or not they conform to the
     requirements of this Indenture.

          (c)  The Indenture Trustee may not be relieved from liability for its
own negligent action, its own negligent failure to act or its own willful
misconduct, except that:

               (i)    this paragraph does not limit the effect of paragraph (b)
     of this Section 6.1;

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<PAGE>

               (ii)   the Indenture Trustee shall not be liable for any error of
     judgment made in good faith by a Responsible Officer unless it is proved
     that the Indenture Trustee was negligent in ascertaining the pertinent
     facts; and

               (iii)  the Indenture Trustee shall not be liable with respect to
     any action it takes or omits to take in good faith in accordance with a
     direction received by it pursuant to Section 5.11.

          (d)  The Indenture Trustee shall not be liable for interest on any
money received by it except as the Indenture Trustee may agree in writing with
the Issuer.

          (e)  Money held in trust by the Indenture Trustee need not be
segregated from other funds except to the extent required by law or the terms of
this Indenture or the Sale and Servicing Agreement.

          (f)  No provision of this Indenture shall require the Indenture
Trustee to expend or risk its own funds or otherwise incur financial liability
in the performance of any of its duties hereunder or in the exercise of any of
its rights or powers hereunder if the Indenture Trustee shall have reasonable
grounds to believe that repayment of such funds or indemnity satisfactory to it
against such risk or liability is not assured or provided to it.

          (g)  Every provision of this Indenture relating to the conduct or
affecting the liability of or affording protection to the Indenture Trustee
shall be subject to the provisions of this Section 6.1 and the TIA.

          (h)  The Indenture Trustee shall not be charged with knowledge of any
Event of Default unless either (1) a Responsible Officer shall have actual
knowledge of such Event of Default or (2) written notice of such Event of
Default shall have been given to the Indenture Trustee in accordance with the
provisions of this Indenture.

          SECTION 6.2   Rights of Indenture Trustee.

          (a)  The Indenture Trustee may conclusively rely on any document
believed by it to be genuine and to have been signed or presented by the proper
Person.

          (b)  Before the Indenture Trustee acts or refrains from acting, it may
request and shall be entitled to receive an Officer's Certificate or an Opinion
of Counsel. The Indenture Trustee shall not be liable for any action it takes or
omits to take in good faith in reliance on an Officer's Certificate or Opinion
of Counsel unless it is proved that the Indenture Trustee was negligent in such
reliance.

          (c)  The Indenture Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or through
agents or attorneys or a custodian or nominee, and the Indenture Trustee shall
not be responsible for any misconduct or negligence on the part of, or for the
supervision of, any such agent, attorney, custodian or nominee appointed with
due care by it hereunder.

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<PAGE>

          (d)  The Indenture Trustee shall not be liable for any action it takes
or omits to take in good faith which it believes to be authorized or within its
rights or powers; provided, however, that such action or omission by the
Indenture Trustee does not constitute willful misconduct, negligence or bad
faith.

          (e)  The Indenture Trustee may consult with counsel, and the advice or
opinion of counsel with respect to legal matters relating to this Indenture and
the Notes shall be full and complete authorization and protection from liability
in respect to any action taken, omitted or suffered by it hereunder in good
faith and in accordance with the advice or opinion of such counsel.

          (f)  The Indenture Trustee shall be under no obligation to exercise
any of the rights or powers vested in it by this Indenture at the request or
direction of the Insurer or any of the Noteholders pursuant to this Indenture,
unless the Insurer or such Noteholders shall have offered to the Indenture
Trustee security or indemnity satisfactory to it against the costs, expenses and
liabilities which might be incurred by it in compliance with such request or
direction.

          (g)  The Indenture Trustee shall not be bound to make any
investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent,
order, bond, debenture or other paper or document, but the Indenture Trustee, in
its discretion, may make such further inquiry or investigation into such facts
or matters as it may see fit, and, if the Indenture Trustee shall determine to
make such further inquiry or investigation, it shall be entitled to examine the
books, records and premises of the Issuer, personally or by agent or attorney.

          SECTION 6.3   Individual Rights of Indenture Trustee. The Indenture
Trustee, in its individual or any other capacity, may become the owner or
pledgee of Notes and may otherwise deal with the Issuer or its Affiliates with
the same rights it would have if it were not Indenture Trustee. Any Paying
Agent, Note Registrar, co-registrar or co-paying agent hereunder may do the same
with like rights.

          SECTION 6.4   Indenture Trustee's Disclaimer. The Indenture Trustee
(i) shall not be responsible for, and makes no representation as to, the
validity or adequacy of this Indenture or the Notes and (ii) shall not be
accountable for the Issuer's use of the proceeds from the Notes or responsible
for any statement of the Issuer in this Indenture or in any document issued in
connection with the sale of the Notes or in the Notes other than the Indenture
Trustee's certificate of authentication.

          SECTION 6.5   Notice of Defaults. If a Default occurs and is
continuing and if it is known to a Responsible Officer of the Indenture Trustee,
the Indenture Trustee shall mail to each Noteholder notice of such Default
within ninety (90) days after it occurs. Except in the case of a Default in
payment of principal of or interest on any Note (including payments pursuant to
the mandatory redemption provisions of such Note), the Indenture Trustee may
withhold the notice if and so long as a committee of its Responsible Officers in
good faith determines that withholding the notice is in the interests of
Noteholders.

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<PAGE>

          Section 6.6   Reports by Indenture Trustee to Holders. The Indenture
Trustee shall deliver, within a reasonable period of time after the end of each
calendar year, to each Person who at any time during such calendar year was a
Noteholder, such information furnished to the Indenture Trustee as may be
required to enable such Person to prepare its federal and state income tax
returns.

          SECTION 6.7   Compensation and Indemnity.

          (a)  The Administrator, on behalf of the Issuer, shall pay to the
Indenture Trustee from time to time reasonable compensation for its services.
The Indenture Trustee's compensation shall not be limited by any law on
compensation of a trustee of an express trust. The Administrator, on behalf of
the Issuer, shall reimburse the Indenture Trustee for all expenses, advances and
disbursements reasonably incurred or made by it, including costs of collection,
in addition to the compensation for its services; provided, however, that the
Administrator need not reimburse the Indenture Trustee for any expense incurred
through the Indenture Trustee's willful misconduct, negligence, or bad faith.
Such expenses shall include the reasonable compensation and expenses,
disbursements and advances of the Indenture Trustee's agents, counsel,
accountants and experts. The Administrator, on behalf of the Issuer, shall
indemnify the Indenture Trustee for, and hold it and its officers, directors,
employees, representatives and agents, harmless against, any and all loss,
liability or expense (including reasonable attorneys' fees and expenses)
incurred by it in connection with the administration of this trust and the
performance of its duties hereunder; provided, however, that the Administrator
need not indemnify the Indenture Trustee for, or hold it harmless against, any
such loss, liability or expense incurred through the Indenture Trustee's willful
misconduct, negligence, or bad faith. The Indenture Trustee shall notify the
Issuer and the Administrator promptly of any claim for which it may seek
indemnity. Any failure by the Indenture Trustee to so notify the Issuer and the
Administrator shall not, however, relieve the Administrator of its obligations
hereunder. The Administrator, on behalf of the Issuer, shall defend any such
claim. The Indenture Trustee may have separate counsel in connection with the
defense of any such claim, and the Administrator, on behalf of the Issuer, shall
pay the fees and expenses of such counsel.

          (b)  The payment obligations to the Indenture Trustee pursuant to this
Section 6.7 shall survive the resignation or removal of the Indenture Trustee
and the discharge of this Indenture. When the Indenture Trustee incurs fees or
expenses after the occurrence of a Default specified in Section 5.1(v) or (vi)
with respect to the Issuer, such fees and expenses are intended to constitute
expenses of administration under Title 11 of the United States Code or any other
applicable federal or state bankruptcy, insolvency or similar law.

          SECTION 6.8   Replacement of Indenture Trustee.

          (a)  No resignation or removal of the Indenture Trustee, and no
appointment of a successor Indenture Trustee, shall become effective until the
acceptance of appointment by the successor Indenture Trustee pursuant to this
Section 6.8. The Indenture Trustee may resign at any time by so notifying the
Issuer, the Depositor, the Noteholders and the Insurer. The Insurer (if no
Insurer Default shall have occurred and be continuing) or the Holders of Notes
evidencing not less than 51% of the Note Balance, with the consent of the
Insurer (if no Insurer Default shall have occurred and be continuing), may
remove the Indenture Trustee without cause by notifying

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the Indenture Trustee (with a copy to the Issuer, the Depositor, the Insurer and
the Rating Agencies) of such removal and, following such removal, may appoint a
successor Indenture Trustee. The Issuer shall remove the Indenture Trustee if:

               (i)    the Indenture Trustee fails to comply with Section 6.11;

               (ii)   the Indenture Trustee is adjudged to be bankrupt or
     insolvent;

               (iii)  a receiver or other public officer takes charge of the
     Indenture Trustee or its property; or

               (iv)   the Indenture Trustee otherwise becomes incapable of
     acting.

          If the Indenture Trustee resigns or is removed or if a vacancy exists
in the office of Indenture Trustee for any reason (the Indenture Trustee in such
event being referred to herein as the retiring Indenture Trustee), the
Administrator, with the consent of the Insurer (if no Insurer Default shall have
occurred and be continuing), shall promptly appoint a successor Indenture
Trustee.

          (b)  Any successor Indenture Trustee shall deliver a written
acceptance of its appointment to the retiring Indenture Trustee, the Issuer, the
Depositor and the Insurer. Upon delivery of such written acceptance, the
resignation or removal of the retiring Indenture Trustee shall become effective
and the successor Indenture Trustee shall have all the rights, powers and duties
of the Indenture Trustee under this Indenture. The successor Indenture Trustee
shall mail a notice of its succession to the Noteholders. The retiring Indenture
Trustee shall promptly transfer all property held by it as Indenture Trustee to
the successor Indenture Trustee.

          (c)  If a successor Indenture Trustee does not take office within
sixty (60) days after the retiring Indenture Trustee resigns or is removed, the
retiring Indenture Trustee, the Issuer or the Holders of Notes evidencing not
less than 51% of the Note Balance may petition any court of competent
jurisdiction for the appointment of a successor Indenture Trustee. If the
Indenture Trustee fails to comply with Section 6.11, any Noteholder may petition
any court of competent jurisdiction for the removal of the Indenture Trustee and
the appointment of a successor Indenture Trustee.

          (d)  Notwithstanding the replacement of the Indenture Trustee pursuant
to this Section 6.8, the Administrator's obligations under Section 6.7 shall
continue for the benefit of the retiring Indenture Trustee.

          SECTION 6.9   Successor Indenture Trustee by Merger.

          (a)  If the Indenture Trustee consolidates with, merges or converts
into, or transfers all or substantially all its corporate trust business or
assets to, another corporation or banking association, the resulting, surviving
or transferee corporation or banking association without any further act shall
be the successor Indenture Trustee; provided, however, that such corporation or
banking association must be otherwise qualified and eligible under Section 6.11.
The Indenture Trustee shall provide the Rating Agencies with prior written
notice of any such transaction.

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          (b)  If at the time such successor or successors by consolidation,
merger or conversion to the Indenture Trustee shall succeed to the trusts
created by this Indenture any of the Notes shall have been authenticated but not
delivered, any such successor to the Indenture Trustee may adopt the certificate
of authentication of any predecessor trustee and deliver such Notes so
authenticated, and in case at that time any of the Notes shall not have been
authenticated, any such successor to the Indenture Trustee may authenticate such
Notes either in the name of any predecessor trustee or in the name of the
successor to the Indenture Trustee. In all such cases such certificates shall
have the full force which the Notes or this Indenture provide that the
certificate of the Indenture Trustee shall have.

          Section 6.10  Appointment of Co-Indenture Trustee or Separate
Indenture Trustee.

          (a)  Notwithstanding any other provisions of this Indenture, at any
time, for the purpose of meeting any legal requirement of any jurisdiction in
which any part of the Trust Estate may at the time be located, the Indenture
Trustee shall have the power and may execute and deliver an instrument to
appoint one or more Persons to act as a co-trustee or co-trustees, jointly with
the Indenture Trustee, or separate trustee or separate trustees, of all or any
part of the Trust Estate, and to vest in such Person or Persons, in such
capacity and for the benefit of the Noteholders, such title to the Trust Estate,
or any part hereof, and, subject to the other provisions of this Section 6.10,
such powers, duties, obligations, rights and trusts as the Indenture Trustee may
consider necessary or desirable. No co-trustee or separate trustee under this
Indenture shall be required to meet the terms of eligibility as a successor
trustee under Section 6.11 and no notice of the appointment of any co-trustee or
separate trustee shall be required under Section 6.8.

          (b)  Each separate trustee and co-trustee shall, to the extent
permitted by law, be appointed and act subject to the following provisions and
conditions:

               (i)    all rights, powers, duties and obligations conferred or
     imposed upon the Indenture Trustee shall be conferred or imposed upon and
     exercised or performed by the Indenture Trustee and such separate trustee
     or co-trustee jointly (it being understood that such separate trustee or
     co-trustee shall not be authorized to act separately without the Indenture
     Trustee joining in such act), except to the extent that under any law of
     any jurisdiction in which any particular act or acts are to be performed
     the Indenture Trustee shall be incompetent or unqualified to perform such
     act or acts, in which event such rights, powers, duties and obligations
     (including the holding of title to the Trust Estate or any portion thereof
     in any such jurisdiction) shall be exercised and performed singly by such
     separate trustee or co-trustee, but solely at the direction of the
     Indenture Trustee;

               (ii)   no trustee under this Indenture shall be personally liable
     by reason of any act or omission of any other trustee under this Indenture;
     and

               (iii)  the Indenture Trustee may at any time accept the
     resignation of or remove any separate trustee or co-trustee.

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<PAGE>

          (c)  Any notice, request or other writing given to the Indenture
Trustee shall be deemed to have been given to each of the then separate trustees
and co-trustees as effectively as if given to each of them. Every instrument
appointing any separate trustee or co-trustee shall refer to this Indenture and
the conditions of this Article VI. Each separate trustee and co-trustee, upon
its acceptance of the trusts conferred, shall be vested with the estates or
property specified in its instrument of appointment, either jointly with the
Indenture Trustee or separately, as may be provided therein, subject to all the
provisions of this Indenture, specifically including every provision of this
Indenture relating to the conduct of, affecting the liability of, or affording
protection to, the Indenture Trustee. Each such instrument shall be filed with
the Indenture Trustee.

          (d)  Any separate trustee or co-trustee may at any time constitute the
Indenture Trustee its agent or attorney-in-fact with full power and authority,
to the extent permitted by law, to do any lawful act under or in respect of this
Indenture on its behalf and in its name. If any separate trustee or co-trustee
shall die, become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the
Indenture Trustee, to the extent permitted by law, without the appointment of a
new or successor trustee.

          SECTION 6.11  Eligibility; Disqualification. The Indenture Trustee
shall at all times satisfy the requirements of TIA Section 310(a). The Indenture
Trustee or its parent shall have a combined capital and surplus of at least
$50,000,000 as set forth in its most recent published annual report of condition
and shall have a long-term debt rating of investment grade by each of the Rating
Agencies or shall otherwise be acceptable to each of the Rating Agencies. The
Indenture Trustee shall comply with TIA Section 310(b).

          SECTION 6.12  Preferential Collection of Claims Against Issuer. The
Indenture Trustee shall comply with TIA Section 311(a), excluding any creditor
relationship listed in TIA Section 311(b). An Indenture Trustee who has resigned
or been removed shall be subject to TIA Section 311(a) to the extent indicated.

                                   ARTICLE VII
                         NOTEHOLDERS' LISTS AND REPORTS

          SECTION 7.1   Issuer To Furnish Indenture Trustee Names and Addresses
of Noteholders. The Issuer shall furnish or cause to be furnished to the
Indenture Trustee (i) not more than five (5) days after each Record Date, a
list, in such form as the Indenture Trustee may reasonably require, of the names
and addresses of the Holders of Notes as of such Record Date and (ii) at such
other times as the Indenture Trustee may request in writing, within thirty (30)
days after receipt by the Issuer of any such request, a list of similar form and
content as of a date not more than ten (10) days prior to the time such list is
furnished; provided, however, that so long as the Indenture Trustee is the Note
Registrar or the Notes are issued as Book-Entry Notes, no such list shall be
required to be furnished.

          SECTION 7.2   Preservation of Information; Communications to
Noteholders.

          (a)  The Indenture Trustee shall preserve, in as current a form as is
reasonably practicable, the names and addresses of the Holders of Notes
contained in the most recent list

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<PAGE>

furnished to the Indenture Trustee as provided in Section 7.1 and the names and
addresses of the Holders of Notes received by the Indenture Trustee in its
capacity as Note Registrar. The Indenture Trustee may destroy any list furnished
to it as provided in Section 7.1 upon receipt of a new list so furnished.

          (b)  Noteholders may communicate pursuant to TIA Section 312(b) with
other Noteholders with respect to their rights under this Indenture or under the
Notes.

          (c)  The Issuer, the Indenture Trustee and the Note Registrar shall
have the protection of TIA Section 312(c).

          SECTION 7.3   Reports by Issuer.

          (a)  The Issuer shall:

               (i)    file with the Indenture Trustee, within fifteen (15) days
     after the Issuer is required to file the same with the Commission, copies
     of the annual reports and of the information, documents and other reports
     (or copies of such portions of any of the foregoing as the Commission may
     from time to time by rules and regulations prescribe) that the Issuer may
     be required to file with the Commission pursuant to Section 13 or 15(d) of
     the Exchange Act;

               (ii)   file with the Indenture Trustee and the Commission in
     accordance with the rules and regulations prescribed from time to time by
     the Commission such additional information, documents and reports with
     respect to compliance by the Issuer with the conditions and covenants of
     this Indenture as may be required from time to time by such rules and
     regulations; and

               (iii)  supply to the Indenture Trustee (and the Indenture Trustee
     shall transmit by mail to all Noteholders described in TIA Section 313(c))
     such summaries of any information, documents and reports required to be
     filed by the Issuer pursuant to clauses (i) and (ii) of this Section 7.3(a)
     and by the rules and regulations prescribed from time to time by the
     Commission.

          (b)  Unless the Issuer otherwise determines, the fiscal year of the
Issuer shall correspond to the Trust Fiscal Year.

          SECTION 7.4   Reports by Indenture Trustee.

          (a)  If required by TIA Section 313(a), within sixty (60) days after
each March 31, beginning with March 31, 20[__], the Indenture Trustee shall mail
to each Noteholder as required by TIA Section 313(c) a brief report dated as of
such date that complies with TIA Section 313(a). The Indenture Trustee shall
also comply with TIA Section 313(b).

          (b)  The Indenture Trustee shall file with the Commission and each
stock exchange, if any, on which the Notes are listed a copy of each report
mailed to Noteholders pursuant to this Indenture. The Issuer shall notify the
Indenture Trustee if and when the Notes are listed on any stock exchange.

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                                  ARTICLE VIII
                      ACCOUNTS, DISBURSEMENTS AND RELEASES

          SECTION 8.1   Collection of Money. Except as otherwise expressly
provided herein, the Indenture Trustee may demand payment or delivery of, and
shall receive and collect, directly and without intervention or assistance of
any fiscal agent or other intermediary, all money and other property payable to
or receivable by the Indenture Trustee pursuant to this Indenture and the Sale
and Servicing Agreement. The Indenture Trustee shall apply all such money
received by it as provided in this Indenture and the Sale and Servicing
Agreement. Except as otherwise expressly provided in this Indenture, if any
default occurs in the making of any payment or performance under any agreement
or instrument that is part of the Trust Estate, the Indenture Trustee may take
such action as may be appropriate to enforce such payment or performance,
including the institution and prosecution of appropriate Proceedings. Any such
action shall be without prejudice to any right to claim a Default or Event of
Default under this Indenture and any right to proceed thereafter as provided in
Article V.

          SECTION 8.2   Trust Accounts.

          (a)  On or before the Closing Date, the Issuer shall cause the
Servicer to establish and maintain, in the name of the Indenture Trustee, for
the benefit of the Noteholders, the Certificateholders and the Insurer, the
Collection Account as provided in Section 4.1(a) of the Sale and Servicing
Agreement. On or before each Distribution Date, the Servicer shall deposit in
the Collection Account all amounts required to be deposited therein with respect
to the preceding Collection Period as provided in Section 4.2 of the Sale and
Servicing Agreement.

          (b)  On or before the Closing Date, the Issuer shall cause the
Servicer to establish and maintain, in the name of the Indenture Trustee, for
the benefit of the Noteholders, the Certificateholders and the Insurer, the
Reserve Account as provided in Section 4.7 of the Sale and Servicing Agreement.
On each Distribution Date, upon receipt of instructions from the Servicer
pursuant to Section 4.6(b) of the Sale and Servicing Agreement, the Indenture
Trustee shall withdraw from the Reserve Account (up to the amount on deposit in
the Reserve Account) and deposit in the Collection Account the amount, if any,
by which the Required Payment Amount for such Distribution Date exceeds the
Available Collections for such Distribution Date.

          (c)  [RESERVED]

          (d)  On each Distribution Date, the Indenture Trustee shall apply or
cause to be applied the amount on deposit in the Collection Account on such
Distribution Date in accordance with Section 2.8(a).

          (e)  On or before the Closing Date, the Issuer shall cause the
Servicer to establish and maintain, in the name of the Indenture Trustee, for
the exclusive benefit of the Noteholders, the Note Payment Account as provided
in Section 4.1(b) of the Sale and Servicing Agreement. On each Distribution
Date, the Indenture Trustee shall apply or cause to be applied the amount on
deposit in the Note Payment Account on such Distribution Date in accordance with
Section 2.8(b) or (f), as applicable.

          SECTION 8.3   General Provisions Regarding Accounts.

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<PAGE>

          (a)  So long as no Default or Event of Default shall have occurred and
be continuing, all or a portion of the funds in the Trust Accounts shall be
invested by the Indenture Trustee at the written direction of the Servicer in
Permitted Investments as provided in Sections 4.1 and 4.7 of the Sale and
Servicing Agreement. All income or other gain (net of losses and investment
expenses) from investments of monies deposited in the Trust Accounts shall be
withdrawn by the Indenture Trustee from such accounts and distributed (but only
under the circumstances set forth in the Sale and Servicing Agreement) as
provided in Sections 4.1 and 4.7 of the Sale and Servicing Agreement. The
Servicer shall not direct the Indenture Trustee to make any investment of any
funds or to sell any investment held in any of the Trust Accounts unless the
security interest granted and perfected in such account will continue to be
perfected in such investment or the proceeds of such sale, in either case
without any further action by any Person, and, in connection with any direction
to the Indenture Trustee to make any such investment or sale, if requested by
the Indenture Trustee, the Issuer shall deliver to the Indenture Trustee an
Opinion of Counsel, acceptable to the Indenture Trustee, to such effect.

          (b)  Subject to Section 6.1(c), the Indenture Trustee shall not in any
way be held liable by reason of any insufficiency in any of the Trust Accounts
resulting from any loss on any Permitted Investment included therein, except for
losses attributable to the Indenture Trustee's failure to make payments on such
Permitted Investments issued by the Indenture Trustee, in its commercial
capacity as principal obligor and not as trustee, in accordance with their
terms.

          (c)  If (i) the Servicer shall have failed to give written investment
directions for any funds on deposit in the Trust Accounts to the Indenture
Trustee by 11:00 A.M. (New York City time) (or such other time as may be agreed
upon by the Issuer and Indenture Trustee), on the Business Day preceding each
Distribution Date, (ii) a Default or Event of Default shall have occurred and be
continuing with respect to the Notes but the Notes shall not have been declared
immediately due and payable pursuant to Section 5.2 or (iii) the Notes shall
have been declared immediately due and payable following an Event of Default,
amounts collected or receivable from the Trust Estate are being applied in
accordance with Section 5.4 as if there had not been such a declaration, then
the Indenture Trustee shall, to the fullest extent practicable, invest and
reinvest funds in the Trust Accounts in one or more Permitted Investments.

          SECTION 8.4   Release of Trust Estate.

          (a)  Subject to the payment of its fees and expenses pursuant to
Section 6.7, the Indenture Trustee may, and when required by the provisions of
this Indenture shall, execute instruments to release property from the lien of
this Indenture, or convey the Indenture Trustee's interest in the same, in a
manner and under circumstances that are not inconsistent with the provisions of
this Indenture. No party relying upon an instrument executed by the Indenture
Trustee as provided in this Article VIII shall be bound to ascertain the
Indenture Trustee's authority, inquire into the satisfaction of any conditions
precedent or see to the application of any monies.

          (b)  The Indenture Trustee shall, at such time as there are no Notes
Outstanding, the Policy has been terminated in accordance with its terms and has
been returned to the Insurer for cancellation, all sums due the Indenture
Trustee pursuant to Section 6.7 have

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<PAGE>

been paid in full and all sums due the Insurer have been paid in full, release
any remaining portion of the Trust Estate that secured the Notes from the lien
of this Indenture and release to the Issuer or any other Person entitled thereto
any funds then on deposit in the Trust Accounts. The Indenture Trustee shall
release property from the lien of this Indenture pursuant to this Section 8.4(b)
only upon receipt of an Issuer Request accompanied by an Officer's Certificate,
an Opinion of Counsel and (if required by the TIA) Independent Certificates in
accordance with TIA Sections 314(c) and 314(d)(1) meeting the applicable
requirements of Section 11.1.

          SECTION 8.5   Opinion of Counsel. The Indenture Trustee shall receive
at least seven (7) days notice when requested by the Issuer to take any action
pursuant to Section 8.4(a), accompanied by copies of any instruments involved,
and the Indenture Trustee shall also require, except in connection with any
action contemplated by Section 8.4(b), as a condition to such action, an Opinion
of Counsel, in form and substance satisfactory to the Indenture Trustee, stating
the legal effect of any such action, outlining the steps required to complete
such action, and concluding that all conditions precedent to the taking of such
action have been complied with and such action will not materially and adversely
impair the security for the Notes or the rights of the Noteholders in
contravention of the provisions of this Indenture; provided, however, that such
Opinion of Counsel shall not be required to express an opinion as to the fair
value of the Trust Estate. Counsel rendering any such opinion may rely, without
independent investigation, on the accuracy and validity of any certificate or
other instrument delivered to the Indenture Trustee in connection with any such
action.

                                   ARTICLE IX
                             SUPPLEMENTAL INDENTURES

          SECTION 9.1   Supplemental Indentures Without Consent of Noteholders.
The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may,
without the consent of the Holders of any Notes but with the consent of the
Insurer (if no Insurer Default shall have occurred and be continuing), with
prior written notice to the Insurer and the Rating Agencies, at any time and
from time to time, enter into one or more indentures supplemental hereto, in
form satisfactory to the Indenture Trustee, for any of the following purposes:

               (i)    to correct or amplify the description of any property at
     any time subject to the lien of this Indenture, or better to assure, convey
     and confirm unto the Indenture Trustee any property subject or required to
     be subjected to the lien of this Indenture, or to subject to the lien of
     this Indenture additional property;

               (ii)   to evidence the succession, in compliance with the
     applicable provisions hereof, of another Person to the Issuer, and the
     assumption by any such successor of the covenants of the Issuer herein and
     in the Notes contained;

               (iii)  to add to the covenants of the Issuer, for the benefit of
     the Holders of the Notes, or to surrender any right or power herein
     conferred upon the Issuer;

               (iv)   to convey, transfer, assign, mortgage or pledge any
     property to or with the Indenture Trustee;

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<PAGE>

               (v)    to cure any ambiguity, to correct or supplement any
     provision herein or in any supplemental indenture that may be inconsistent
     with any other provision herein or in any supplemental indenture or in any
     offering document used in connection with the initial offer and sale of the
     Notes or the Certificates or to add any provisions to or change in any
     manner or eliminate any of the provisions of this Indenture which will not
     be inconsistent with other provisions of this Indenture;

               (vi)   to evidence and provide for the acceptance of the
     appointment hereunder by a successor trustee with respect to the Notes and
     to add to or change any of the provisions of this Indenture as shall be
     necessary to facilitate the administration of the trusts hereunder by more
     than one trustee, pursuant to the requirements of Article VI; or

               (vii)  to modify, eliminate or add to the provisions of this
     Indenture to such extent as shall be necessary to effect the qualification
     of this Indenture under the TIA or under any similar federal statute
     hereafter enacted and to add to this Indenture such other provisions as may
     be expressly required by the TIA;

provided, however, that (i) no such supplemental indenture may materially
adversely affect the interests of any Noteholder or Certificateholder, (ii) no
such supplemental indenture will be permitted unless an Opinion of Counsel is
delivered to the Indenture Trustee to the effect that such supplemental
indenture will not cause the Issuer to be characterized for federal income tax
purposes as an association taxable as a corporation or otherwise have any
material adverse impact on the federal income taxation of any Notes Outstanding
or outstanding Certificates or any Noteholder or Certificateholder and (iii) no
such supplemental indenture will be permitted without the consent of the Insurer
if such supplemental indenture would reasonably be expected to materially
adversely affect the interests of the Insurer. A supplemental indenture shall be
deemed not to materially adversely affect the interests of any Noteholder or
Certificateholder if (i) the Person requesting such supplemental indenture
obtains and delivers to the Indenture Trustee an Opinion of Counsel to that
effect or (ii) the Rating Agency Condition is satisfied. The Indenture Trustee
is hereby authorized to join in the execution of any such supplemental indenture
and to make any further appropriate agreements and stipulations that may be
therein contained.

          SECTION 9.2   Supplemental Indentures with Consent of Noteholders. The
Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, with
the consent of the Holders of Notes evidencing not less than 51% of the Note
Balance and with the consent of the Insurer (if no Insurer Default shall have
occurred and be continuing), with prior notice to the Insurer and the Rating
Agencies, by Act of such Holders delivered to the Issuer and the Indenture
Trustee, at any time and from time to time, enter into one or more indentures
supplemental hereto for the purpose of adding any provisions to, or changing in
any manner or eliminating any of the provisions of, this Indenture or modifying
in any manner the rights of the Holders of the Notes under this Indenture;
provided, however, that (i) no such supplemental indenture consented to by the
Insurer on behalf of the Noteholders pursuant to Section 11.19 may materially
adversely affect the interests of any Noteholder or Certificateholder, (ii) no
such supplemental indenture will be permitted unless an Opinion of Counsel is
delivered to the Indenture Trustee to the effect that such supplemental
indenture will not cause the Issuer to be characterized for federal income tax
purposes as an association taxable as a corporation or

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<PAGE>

otherwise have any material adverse impact on the federal income taxation of any
Notes Outstanding or outstanding Certificates or any Noteholder or
Certificateholder and (iii) no such supplemental indenture will be permitted
without the consent of the Insurer if such supplemental indenture would
reasonably be expected to materially adversely affect the interests of the
Insurer; and, provided further, that no such supplemental indenture may, without
the consent of the Holder of each Outstanding Note affected by such supplemental
indenture:

               (i)    change any Class Final Distribution Date or the date of
     payment of any installment of principal of or interest on any Note, or
     reduce the principal amount thereof, the Note Rate applicable thereto or
     the Redemption Price with respect thereto, change the provisions of this
     Indenture relating to the application of collections on, or the proceeds of
     the sale of, the Trust Estate to payment of principal of or interest on the
     Notes, or change any place of payment where, or the coin or currency in
     which, any Note or the interest thereon is payable;

               (ii)   impair the right to institute suit for the enforcement of
     the provisions of this Indenture requiring the application of available
     funds, as provided in Article V, to the payment of any amount due on the
     Notes on or after the respective due dates thereof (or, in the case of
     redemption, on or after the Redemption Date);

               (iii)  reduce the percentage of the Note Balance the consent of
     the Holders of which is required for any such supplemental indenture or for
     any waiver of compliance with the provisions of this Indenture or of
     defaults hereunder and their consequences as provided in this Indenture;

               (iv)   modify or alter (A) the provisions of the second proviso
     to the definition of the term "Outstanding" or (B) the definition of the
     term "Note Balance";

               (v)    reduce the percentage of the Note Balance the consent of
     the Holders of which is required to direct the Indenture Trustee to sell or
     liquidate the Trust Estate pursuant to Section 5.4 if the proceeds of such
     sale would be insufficient to pay in full the principal amount of and
     accrued but unpaid interest on the Notes;

               (vi)   reduce the percentage of the Note Balance the consent of
     the Holders of which is required for any such supplemental indenture
     amending the provisions of this Indenture which specify the applicable
     percentage of the Note Balance the consent of the Holders of which is
     required for such supplemental indenture or the amendment of any other
     Transaction Document;

               (vii)  affect the calculation of the amount of interest on or
     principal of the Notes payable on any Distribution Date, including the
     calculation of any of the individual components of such calculation;

               (viii) modify any of the provisions of this Indenture in such a
     manner as to affect the rights of the Holders of the Notes to the benefit
     of any provisions for the mandatory redemption of the Notes; or

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<PAGE>

               (ix)   permit the creation of any lien ranking prior to or on a
     parity with the lien of this Indenture with respect to any part of the
     Trust Estate or, except as otherwise permitted or contemplated herein,
     terminate the lien of this Indenture on any such collateral at any time
     subject hereto or deprive the Holder of any Note of the security provided
     by the lien of this Indenture.

          It shall not be necessary for any Act of Noteholders under this
Section 9.2 to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such Act shall approve the substance
thereof. Promptly after the execution by the Issuer and the Indenture Trustee of
any supplemental indenture pursuant to this Section 9.2, the Indenture Trustee
shall mail to the Holders of the Notes to which such amendment or supplemental
indenture relates a notice setting forth in general terms the substance of such
supplemental indenture. Any failure of the Indenture Trustee to mail such
notice, or any defect therein, shall not, however, in any way impair or affect
the validity of any such supplemental indenture.

          SECTION 9.3   Execution of Supplemental Indentures. In executing, or
permitting the additional trusts created by, any supplemental indenture
permitted by this Article IX or the modification thereby of the trusts created
by this Indenture, the Indenture Trustee shall be entitled to receive and,
subject to Sections 6.1 and 6.2, shall be fully protected in relying upon an
Opinion of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture and that all conditions precedent in
this Indenture to the execution and delivery of such supplemental indenture have
been satisfied. The Indenture Trustee may, but shall not be obligated to, enter
into any such supplemental indenture that affects the Indenture Trustee's own
rights, duties, liabilities or immunities under this Indenture or otherwise.

          SECTION 9.4   Effect of Supplemental Indenture. Upon the execution of
any supplemental indenture pursuant to the provisions hereof, this Indenture
shall be and shall be deemed to be modified and amended in accordance therewith
with respect to the Notes affected thereby, and the respective rights,
limitations of rights, obligations, duties, liabilities and immunities under
this Indenture of the Indenture Trustee, the Issuer and the Holders of the Notes
shall thereafter be determined, exercised and enforced hereunder subject in all
respects to such modifications and amendments, and all the terms and conditions
of any such supplemental indenture shall be and be deemed to be part of the
terms and conditions of this Indenture for any and all purposes.

          SECTION 9.5   Conformity with Trust Indenture Act. Every amendment of
this Indenture and every supplemental indenture executed pursuant to this
Article IX shall conform to the requirements of the Trust Indenture Act as then
in effect so long as this Indenture shall then be qualified under the Trust
Indenture Act.

          SECTION 9.6   Reference in Notes to Supplemental Indentures. Any Notes
authenticated and delivered after the execution of any supplemental indenture
pursuant to this Article IX may, and if required by the Indenture Trustee shall,
bear a notation in form approved by the Indenture Trustee as to any matter
provided for in such supplemental indenture. If the Issuer or the Indenture
Trustee shall so determine, new Notes so modified as to conform, in the opinion
of the Indenture Trustee and the Issuer, to any such supplemental indenture may
be

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<PAGE>

prepared and executed by the Issuer and authenticated and delivered by the
Indenture Trustee in exchange for Outstanding Notes.

                                    ARTICLE X
                               REDEMPTION OF NOTES

          SECTION 10.1  Redemption.

          (a)  The Notes are subject to redemption in whole, but not in part, at
the direction of the Servicer, pursuant to Section 9.1(a) of the Sale and
Servicing Agreement, on any Distribution Date on which the Servicer exercises
its option to purchase the assets of the Issuer pursuant to such Section 9.1(a),
and the amount paid by the Servicer shall be treated as collections in respect
of the Receivables and applied to pay all amounts due to the Servicer under the
Sale and Servicing Agreement, the unpaid principal amount of the Notes plus all
accrued and unpaid interest (including any overdue interest) thereon, the
Certificate Balance plus all accrued and unpaid interest (including any overdue
interest) thereon and all amounts due to the Insurer under the Transaction
Documents or the Policy. If the Notes are to be redeemed pursuant to this
Section 10.1(a), the Issuer shall furnish or cause the Servicer to furnish
notice of such redemption to the Depositor, the Indenture Trustee, the Insurer
and the Rating Agencies not later than thirty (30) days prior to the Redemption
Date and the Issuer shall deposit the Redemption Price of the Notes to be
redeemed in the Note Payment Account by 10:00 A.M. (New York City time) on the
Redemption Date, whereupon all such Notes shall be due and payable on the
Redemption Date.

          (b)  In the event that the assets of the Issuer are purchased by the
Servicer pursuant to Section 9.1(a) of the Sale and Servicing Agreement, all
amounts on deposit in the Note Payment Account shall be paid to the Noteholders
up to the unpaid principal amount of the Notes and all accrued and unpaid
interest thereon. If such amounts are to be paid to Noteholders pursuant to this
Section 10.1(b), the Issuer shall, to the extent practicable, furnish or cause
the Servicer to furnish notice of such event to the Depositor, the Indenture
Trustee, the Insurer and the Rating Agencies not later than twenty (20) days
prior to the Redemption Date, whereupon all such amounts shall be payable on the
Redemption Date.

          SECTION 10.2  Form of Redemption Notice. Notice of redemption of the
Notes under Section 10.1(a) shall be given by the Indenture Trustee by
first-class mail, postage prepaid, or by facsimile mailed or transmitted
promptly following receipt of notice from the Issuer or the Servicer pursuant to
Section 10.1(a), but not later than ten (10) days prior to the applicable
Redemption Date, to each Holder of the Notes as of the close of business on the
second Record Date preceding the applicable Redemption Date, at such Holder's
address or facsimile number appearing in the Note Register.

          All notices of redemption shall state:

               (i)    the Redemption Date;

               (ii)   the Redemption Price; and

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<PAGE>

               (iii)  the place where the Notes are to be surrendered for
     payment of the Redemption Price (which shall be the office or agency of the
     Issuer to be maintained as provided in Section 3.2).

          Notice of redemption of the Notes shall be given by the Indenture
Trustee in the name and at the expense of the Issuer. Any failure to give notice
of redemption, or any defect therein, to any Holder of any Note shall not,
however, impair or affect the validity of the redemption of any other Note.

          SECTION 10.3  Notes Payable on Redemption Date. The Notes to be
redeemed shall, following notice of redemption as required by Section 10.2 (in
the case of redemption pursuant to Section 10.1(a)), become due and payable on
the Redemption Date at the Redemption Price and (unless the Issuer shall default
in the payment of the Redemption Price) no interest shall accrue on the
Redemption Price for any period after the date to which accrued interest is
calculated for purposes of calculating the Redemption Price.

                                   ARTICLE XI
                                  MISCELLANEOUS

          SECTION 11.1  Compliance Certificates and Opinions, etc.

          (a)  Upon any application or request by the Issuer to the Indenture
Trustee to take any action under any provision of this Indenture, the Issuer
shall furnish to the Indenture Trustee (i) an Officer's Certificate stating that
all conditions precedent, if any, provided for in this Indenture relating to the
proposed action have been complied with, (ii) an Opinion of Counsel stating
that, in the opinion of such counsel, all such conditions precedent, if any,
have been complied with and (iii) (if required by the TIA) an Independent
Certificate from a firm of certified public accountants meeting the applicable
requirements of this Section 11.1, except that, in the case of any such
application or request as to which the furnishing of such documents is
specifically required by any provision of this Indenture, no additional
certificate or opinion need be furnished.

          Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include:

               (i)    a statement that each signatory of such certificate or
     opinion has read or has caused to be read such covenant or condition and
     the definitions herein relating thereto;

               (ii)   a brief statement as to the nature and scope of the
     examination or investigation upon which the statements or opinions
     contained in such certificate or opinion are based;

               (iii)  a statement that, in the opinion of each such signatory,
     such signatory has made such examination or investigation as is necessary
     to enable such signatory to express an informed opinion as to whether or
     not such covenant or condition has been complied with; and

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<PAGE>

               (iv)   a statement as to whether, in the opinion of each such
     signatory, such condition or covenant has been complied with.

          (b)  Prior to the deposit of any Collateral or other property or
securities with the Indenture Trustee that is to be made the basis for the
release of any property or securities subject to the lien of this Indenture, the
Issuer shall, in addition to any obligation imposed in Section 11.1(a) or
elsewhere in this Indenture, deliver to the Indenture Trustee an Officer's
Certificate certifying or stating the opinion of each person signing such
certificate as to the fair value (within ninety (90) days of such deposit) to
the Issuer of the Collateral or other property or securities to be so deposited.

          (c)  Whenever the Issuer is required to furnish to the Indenture
Trustee an Officer's Certificate certifying or stating the opinion of any signer
thereof as to the matters described in Section 11.1(b), the Issuer shall also
furnish to the Indenture Trustee an Independent Certificate as to the same
matters if the fair value to the Issuer of the property or securities to be so
deposited and of all other such property or securities made the basis of any
such withdrawal or release since the commencement of the then-current fiscal
year of the Issuer, as set forth in the certificates furnished pursuant to
Section 11.1(b) and this Section 11.1(c), is 10% or more of the Note Balance,
but such a certificate need not be furnished with respect to any property or
securities so deposited if the fair value thereof to the Issuer as set forth in
the related Officer's Certificate is less than $25,000 or less than 1% of the
Note Balance.

          (d)  Whenever any property or securities are to be released from the
lien of this Indenture, the Issuer shall also furnish to the Indenture Trustee
an Officer's Certificate certifying or stating the opinion of each person
signing such certificate as to the fair value (within ninety (90) days of such
release) of the property or securities proposed to be released and stating that
in the opinion of such person the proposed release will not impair the security
under this Indenture in contravention of the provisions hereof.

          (e)  Whenever the Issuer is required to furnish to the Indenture
Trustee an Officer's Certificate certifying or stating the opinion of any signer
thereof as to the matters described in Section 11.1(d), the Issuer shall also
furnish to the Indenture Trustee an Independent Certificate as to the same
matters if the fair value of the property or securities and of all other
property, other than property as contemplated by Section 11.1(f) or securities
released from the lien of this Indenture since the commencement of the
then-current calendar year, as set forth in the certificates required by Section
11.1(d) and this Section 11.1(e), is 10% or more of the Note Balance, but such a
certificate need not be furnished in the case of any release of property or
securities if the fair value thereof as set forth in the related Officer's
Certificate is less than $25,000 or less than 1% of the Note Balance.

          (f)  Notwithstanding Section 2.10 or any other provisions of this
Section 11.1, the Issuer may, without compliance with the requirements of the
other provisions of this Section 11.1, (i) collect, liquidate, sell or otherwise
dispose of Receivables and Financed Vehicles as and to the extent permitted or
required by the Transaction Documents and (ii) make cash payments out of the
Trust Accounts as and to the extent permitted or required by the Transaction
Documents.

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<PAGE>

          SECTION 11.2  Form of Documents Delivered to Indenture Trustee.

          (a)  In any case where several matters are required to be certified
by, or covered by an opinion of, any specified Person, it is not necessary that
all such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents.

          (b)  Any certificate or opinion of an Authorized Officer of the Issuer
may be based, insofar as it relates to legal matters, upon a certificate or
opinion of, or representations by, counsel, unless such officer knows, or in the
exercise of reasonable care should know, that the certificate or opinion or
representations with respect to the matters upon which such officer's
certificate or opinion is based are erroneous. Any such certificate of an
Authorized Officer or Opinion of Counsel may be based, insofar as it relates to
factual matters, upon a certificate or opinion of, or representations by, one or
more officers of the Depositor, the Seller, the Servicer, the Administrator or
the Issuer, stating that the information with respect to such factual matters is
in the possession of the Depositor, the Seller, the Servicer, the Administrator
or the Issuer, unless such Authorized Officer or counsel knows, or in the
exercise of reasonable care should know, that the certificate or opinion or
representations with respect to such matters are erroneous.

          (c)  Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.

          (d)  Whenever in this Indenture, in connection with any application or
certificate or report to the Indenture Trustee, it is provided that the Issuer
shall deliver any document as a condition of the granting of such application,
or as evidence of the Issuer's compliance with any term hereof, it is intended
that the truth and accuracy, at the time of the granting of such application or
at the effective date of such certificate or report (as the case may be), of the
facts and opinions stated in such document shall in such case be conditions
precedent to the right of the Issuer to have such application granted or to the
sufficiency of such certificate or report. The foregoing shall not, however, be
construed to affect the Indenture Trustee's right to rely upon the truth and
accuracy of any statement or opinion contained in any such document as provided
in Article VI.

          SECTION 11.3  Acts of Noteholders.

          (a)  Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be given or taken by the
Noteholders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by the Noteholders in person or by agents
duly appointed in writing, and except as herein otherwise expressly provided
such action shall become effective when such instrument or instruments are
delivered to the Indenture Trustee and, where it is hereby expressly required,
to the Issuer. Such instrument or instruments (and the action embodied therein
and evidenced thereby) are herein sometimes referred to as the "Act" of the
Noteholders signing such instrument or instruments. Proof of execution of any
such instrument or of a writing appointing any such agent shall be

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<PAGE>

sufficient for any purpose of this Indenture and (subject to Section 6.1)
conclusive in favor of the Indenture Trustee and the Issuer, if made in the
manner provided in this Section 11.3.

          (b)  The fact and date of the execution by any Person of any such
instrument or writing may be proved in any manner that the Indenture Trustee
deems sufficient.

          (c)  The ownership of Notes shall be proved by the Note Register.

          (d)  Any request, demand, authorization, direction, notice, consent,
waiver or other action by the Holder of any Notes shall bind the Holder of every
Note issued upon the registration thereof or in exchange therefor or in lieu
thereof, in respect of anything done, omitted or suffered to be done by the
Indenture Trustee or the Issuer in reliance thereon, whether or not notation of
such action is made upon such Note.

          SECTION 11.4  Notices, etc., to Indenture Trustee, Issuer and Rating
Agencies. Any request, demand, authorization, direction, notice, instruction,
consent, waiver, Act of Noteholders or other document provided or permitted by
this Indenture shall be in writing and if such request, demand, authorization,
direction, notice, instruction, consent, waiver, Act of Noteholders or other
document is to be made upon, given or furnished to or filed with:

               (i)    the Indenture Trustee by any Noteholder or by the Issuer,
     shall be sufficient for every purpose hereunder if made, given, furnished
     or filed in writing to or with the Indenture Trustee at its Corporate Trust
     Office;

               (ii)   the Issuer by the Indenture Trustee or by any Noteholder,
     shall be sufficient for every purpose hereunder if in writing and mailed
     first-class, postage prepaid to the Issuer addressed to: CarMax Auto Owner
     Trust 20[__]-[__], in care of [____________________], Attention:
     [____________________], with a copy to the Administrator at 4900 Cox Road,
     Glen Allen, Virginia 23060, Attention: Treasury Department, or at any other
     address previously furnished in writing to the Indenture Trustee by the
     Issuer or the Administrator;

               (iii)  the Depositor by the Indenture Trustee, the Servicer or
     any Noteholder, shall be sufficient for every purpose hereunder if in
     writing and mailed first-class, postage prepaid to the Depositor addressed
     to CarMax Auto Funding LLC, 4900 Cox Road, Suite 200, Glen Allen, Virginia
     23060, Attention: Treasurer; or

               (iv)   the Insurer by the Indenture Trustee, the Servicer or any
     Noteholder, shall be sufficient for every purpose hereunder if in writing
     and mailed first-class, postage prepaid to the Insurer addressed to
     [____________________], [____________________], Attention:
     [____________________].

          Notices required to be given to the Rating Agencies by the Issuer, the
Indenture Trustee or the Owner Trustee shall be in writing, personally
delivered, telecopied or mailed by certified mail, return receipt requested, to
(i) in the case of Moody's, at the following address: Moody's Investors Service,
Inc., ABS Monitoring Department, 99 Church Street, New York, New York 10007 and
(ii) in case of Standard & Poor's, at the following address: Standard & Poor's
Ratings Services, a division of The McGraw-Hill Companies, 55 Water Street
(41st

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<PAGE>

Floor), New York, New York 10041, Attention: Asset Backed Surveillance
Department. The Issuer shall promptly transmit any notice received by it from
the Noteholders to the Indenture Trustee.

          SECTION 11.5  Notices to Noteholders; Waiver.

          (a)  Where this Indenture provides for notice to Noteholders of any
event, such notice shall be sufficiently given (unless otherwise herein
expressly provided) if in writing and mailed, first-class, postage prepaid to
each Noteholder affected by such event, at its address as it appears on the Note
Register, not later than the latest date, and not earlier than the earliest
date, prescribed for the giving of such notice. In any case where notice to
Noteholders is given by mail, neither the failure to mail such notice nor any
defect in any notice so mailed to any particular Noteholder shall affect the
sufficiency of such notice with respect to other Noteholders, and any notice
that is mailed in the manner herein provided shall conclusively be presumed to
have been duly given.

          (b)  Where this Indenture provides for notice in any manner, such
notice may be waived in writing by any Person entitled to receive such notice,
either before or after the event, and such waiver shall be the equivalent of
such notice. Waivers of notice by Noteholders shall be filed with the Indenture
Trustee, but such filing shall not be a condition precedent to the validity of
any action taken in reliance upon such a waiver.

          (c)  If, by reason of the suspension of regular mail service as a
result of a strike, work stoppage or similar activity, it shall be impractical
to mail notice of any event to Noteholders when such notice is required to be
given pursuant to any provision of this Indenture, then any manner of giving
such notice as shall be satisfactory to the Indenture Trustee shall be deemed to
be a sufficient giving of such notice.

          (d)  Where this Indenture provides for notice to the Rating Agencies,
failure to give such notice shall not affect any other rights or obligations
created hereunder, and shall not under any circumstance constitute a Default or
Event of Default.

          SECTION 11.6  Alternate Payment and Notice Provisions. Notwithstanding
any other provisions of this Indenture or any of the Notes to the contrary, the
Issuer may enter into any agreement with any Holder of a Note providing for a
method of payment, or notice by the Indenture Trustee or any Paying Agent to
such Holder, that is different from the methods provided for in this Indenture
for such payments or notices. The Issuer shall furnish to the Indenture Trustee
a copy of each such agreement and the Indenture Trustee shall cause payments to
be made and notices to be given in accordance with such agreements.

          SECTION 11.7  Conflict with Trust Indenture Act. If any provision
hereof limits, qualifies or conflicts with another provision hereof that is
required to be included in this Indenture by any of the provisions of the Trust
Indenture Act, such required provision shall control. The provisions of TIA
Sections 310 through 317 that impose duties on any Person (including the
provisions automatically deemed included herein unless expressly excluded by
this Indenture) are a part of and govern this Indenture, whether or not
physically contained herein.

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<PAGE>

          SECTION 11.8  Effect of Headings and Table of Contents. The Article
and Section headings herein and the Table of Contents are for convenience of
reference only and shall not define or limit any of the terms or provisions
hereof.

          SECTION 11.9  Successors and Assigns. All covenants and agreements in
this Indenture and the Notes by the Issuer shall bind its successors and
assigns, whether so expressed or not. All agreements of the Indenture Trustee in
this Indenture shall bind its successors, co-trustees and agents.

          SECTION 11.10 Severability. If any provision of this Indenture or the
Notes shall be invalid, illegal or unenforceable, the validity, legality, and
enforceability of the remaining provisions of this Indenture and the Notes shall
not in any way be affected or impaired thereby.

          SECTION 11.11 Benefits of Indenture. Nothing in this Indenture or in
the Notes, express or implied, shall give to any Person, other than the parties
hereto and their successors hereunder, the Insurer, the Noteholders, any other
party secured hereunder and any other Person with an ownership interest in any
part of the Trust Estate, any benefit or any legal or equitable right, remedy or
claim under this Indenture.

          SECTION 11.12 Legal Holiday. If the date on which any payment is due
shall not be a Business Day, then (notwithstanding any other provision of the
Notes or this Indenture) payment need not be made on such date but may be made
on the next succeeding Business Day with the same force and effect as if made on
the date on which nominally due, and no interest shall accrue for the period
from and after any such nominal date.

          SECTION 11.13 GOVERNING LAW. THIS INDENTURE SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS
AND REMEDIES OF THE PARTIES UNDER THIS INDENTURE SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAWS
PROVISIONS THEREOF WHICH MAY REQUIRE THE APPLICATION OF THE LAWS OF ANY OTHER
JURISDICTION (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATION LAW).

          SECTION 11.14 Counterparts. This Indenture may be executed in any
number of counterparts, each of which counterparts when so executed shall be
deemed to be an original, and all of which counterparts shall together
constitute but one and the same instrument.

          SECTION 11.15 Recording of Indenture. If this Indenture is subject to
recording in any appropriate public recording office, such recording shall be
effected by the Issuer at its expense and shall be accompanied by an Opinion of
Counsel (which may be counsel to the Indenture Trustee or any other counsel
reasonably acceptable to the Indenture Trustee) to the effect that such
recording is necessary either for the protection of the Noteholders or any other
Person secured hereunder or for the enforcement of any right or remedy granted
to the Indenture Trustee under this Indenture.

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<PAGE>

          SECTION 11.16 Trust Obligation. No recourse may be taken, directly or
indirectly, with respect to the obligations of the Issuer, the Owner Trustee or
the Indenture Trustee on the Notes or under this Indenture or any certificate or
other writing delivered in connection herewith or therewith against (i) the
Indenture Trustee or the Owner Trustee in its individual capacity, (ii) any
holder of a beneficial interest in the Issuer or (iii) any partner, owner,
beneficiary, agent, officer, director, employee or agent of the Indenture
Trustee or the Owner Trustee in its individual capacity, of any holder of a
beneficial interest in the Issuer, the Owner Trustee or the Indenture Trustee or
of any successor or assign of the Indenture Trustee or the Owner Trustee in its
individual capacity, except as any such Person may have expressly agreed (it
being understood that the Indenture Trustee and the Owner Trustee have no such
obligations in their individual capacities), and except that any such partner,
owner or beneficiary shall be fully liable, to the extent provided by applicable
law, for any unpaid consideration for stock, unpaid capital contribution or
failure to pay any installment or call owing to such entity. For all purposes of
this Indenture, in the performance of any duties or obligations of the Issuer
hereunder, the Owner Trustee shall be subject to, and entitled to the benefits
of, the terms and provisions of Article VI, VII and VIII of the Trust Agreement.

          SECTION 11.17 No Petition. The Indenture Trustee, by entering into
this Indenture, and each Noteholder or Note Owner, by accepting a Note or
beneficial interest in a Note, as the case may be, hereby covenant and agree
that they will not at any time institute against the Depositor or the Issuer, or
join in any institution against the Depositor or the Issuer of, any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings or other
proceedings under any United States federal or state bankruptcy or similar law
in connection with any obligations relating to the Notes, this Indenture or any
of the other Transaction Documents.

          SECTION 11.18 Inspection. The Issuer shall, with reasonable prior
notice, permit any representative of the Indenture Trustee or the Insurer,
during the Issuer's normal business hours, to examine the books of account,
records, reports and other papers of the Issuer, to make copies and extracts
therefrom, to cause such books to be audited by Independent certified public
accountants, and to discuss the Issuer's affairs, finances and accounts with the
Issuer's officers, employees, and Independent certified public accountants, all
at such reasonable times and as often as may be reasonably requested. The
Indenture Trustee shall and shall cause its representatives to hold in
confidence all such information except to the extent disclosure may be required
by law (and all reasonable applications for confidential treatment are
unavailing) and except to the extent that the Indenture Trustee may reasonably
determine that such disclosure is consistent with its obligations hereunder.

          SECTION 11.19 Certain Matters Regarding the Insurer. If no Insurer
Default shall have occurred and be continuing, the Insurer shall have the right
to exercise all rights, including voting rights, which the Noteholders or the
Certificateholders are entitled to exercise pursuant to this Indenture, without
any consent of such Noteholders or Certificateholders, and the Noteholders and
the Certificateholders may only exercise such voting rights with the prior
written consent of the Insurer; provided, however, that, without the consent of
each Noteholder and Certificateholder affected thereby, the Insurer shall not
exercise such rights to amend this Indenture in any manner that requires the
consent of the Holder of each Outstanding Note adversely affected by such
amendment.

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          Notwithstanding any other provisions of this Indenture to the
contrary, if an Insurer Default shall have occurred and be continuing, the
Insurer shall not have the right to take any action under this Indenture or to
control or direct the actions of the Issuer, the Depositor, the Indenture
Trustee or the Owner Trustee pursuant to the terms of this Indenture, nor shall
the consent of the Insurer be required with respect to any action (or waiver of
a right to take action) to be taken by the Issuer, the Depositor, the Indenture
Trustee, the Owner Trustee, the Noteholders or the Certificateholders.

          SECTION 11.20 Third-Party Beneficiaries. This Indenture shall inure
to the benefit of and be binding upon the parties hereto, the Owner Trustee, the
Noteholders, the Certificateholders, the Insurer and their respective successors
and permitted assigns. Except as otherwise provided in this Article XI, no other
Person shall have any right or obligation hereunder.

                            [SIGNATURE PAGE FOLLOWS]

                                       67

<PAGE>

          IN WITNESS WHEREOF, the Issuer and the Indenture Trustee have caused
this Indenture to be duly executed by their respective officers, thereunto duly
authorized and duly attested, all as of the day and year first above written.

                                          CARMAX AUTO OWNER TRUST 20[__]-[__]


                                          By: [____________________],
                                              not in its individual capacity
                                              but solely as Owner Trustee


                                          By:
                                             -----------------------------------
                                             Name:
                                             Title:


                                          [____________________],
                                          not in its individual capacity but
                                          solely as Indenture Trustee


                                          By:
                                             -----------------------------------
                                             Name:
                                             Title:

                                      S-1
Indenture

<PAGE>

                                   Exhibit A-1

          UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

          THE PRINCIPAL OF THIS NOTE IS PAYABLE AS SET FORTH IN THE INDENTURE
(AS DEFINED BELOW). THE OUTSTANDING PRINCIPAL BALANCE OF THIS NOTE AT ANY TIME
MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

REGISTERED                                                    $[_______________]

NO. A-1                                                    CUSIP NO.[__________]


                       CARMAX AUTO OWNER TRUST 20[__]-[__]

                       [____]% CLASS A-1 ASSET-BACKED NOTE

          CarMax Auto Owner Trust 20[__]-[__], a statutory trust organized and
existing under the laws of the State of Delaware (herein referred to as the
"Issuer"), for value received, hereby promises to pay to Cede & Co., or its
registered assigns, the principal sum of [____________________] DOLLARS payable
on each Distribution Date in an amount equal to the aggregate amount, if any,
payable from the Note Payment Account in respect of principal on the Class A-1
Notes pursuant to Section 2.8 of the Indenture dated as of [__________], 20[__]
(as amended, supplemented or otherwise modified and in effect from time to time,
the "Indenture") between the Issuer and [____________________], a
[____________________], as Indenture Trustee (in such capacity, the "Indenture
Trustee"); provided, however, that, if not paid prior to such date, the unpaid
principal amount of this Class A-1 Note shall be due and payable on the earlier
of the [__________] 20[__] Distribution Date (the "Class A-1 Final Distribution
Date") and the Redemption Date, if any, pursuant to Section 10.1 of the
Indenture. Capitalized terms used but not defined herein are defined in Article
I of the Indenture, which also contains rules as to construction that shall be
applicable hereto.

          The Issuer shall pay interest on this Class A-1 Note at the rate per
annum shown above on each Distribution Date, until the principal of this Class
A-1 Note is paid or made available for payment, on the principal amount of this
Class A-1 Note outstanding on the preceding Distribution Date (after giving
effect to all payments of principal made on such preceding Distribution Date),
subject to certain limitations contained in Section 3.1 of the Indenture.
Interest on this Class A-1 Note shall accrue for each Distribution Date from and

                                      A1-1

<PAGE>

including the preceding Distribution Date (or, in the case of the initial
Distribution Date or if no interest has been paid, from and including the
Closing Date) to but excluding such Distribution Date. Interest shall be
computed on the basis of actual days elapsed and a 360-day year. The principal
of and interest on this Class A-1 Note shall be paid in the manner specified on
the reverse hereof.

          "Distribution Date" means the 15th day of each month or, if such
15th day is not a Business Day, the following Business Day, commencing on
[__________], 20[__].

          The principal of and interest on this Class A-1 Note are payable in
such coin or currency of the United States of America as at the time of payment
is legal tender for payment of public and private debts. All payments made by
the Issuer with respect to this Class A-1 Note shall be applied first to
interest due and payable on this Class A-1 Note as provided above and then to
the unpaid principal of this Class A-1 Note.

          Reference is hereby made to the further provisions of this Class A-1
Note set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if fully set forth on the face of this Class
A-1 Note.

          Unless the certificate of authentication hereon has been executed by
an authorized officer of the Indenture Trustee, by manual or facsimile
signature, this Class A-1 Note shall not entitle the Holder hereof to any
benefit under the Indenture or be valid for any purpose.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                      A1-2

<PAGE>

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

Dated: [__________], 20[__]

                                          CARMAX AUTO OWNER TRUST 20[__]-[__]

                                          By:  [____________________],
                                               not in its individual capacity
                                               but solely as Owner Trustee


                                          By:
                                              ----------------------------------
                                              Name:
                                              Title:


                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

          This is one of the Class A-1 Notes designated above and referred to in
the within-mentioned Indenture.

Dated:  [__________], 20[__]

                                          [____________________],
                                          not in its individual capacity but
                                          solely as Indenture Trustee


                                          By:
                                              ----------------------------------
                                              Name:
                                              Title:

                                      A1-3

<PAGE>

                           [REVERSE OF CLASS A-1 NOTE]

          This Class A-1 Note is one of a duly authorized issue of Notes of the
Issuer, designated as its [____]% Class A-1 Asset-Backed Notes, which, together
with the [____]% Class A-2 Asset-Backed Notes, the [____]% Class A-3
Asset-Backed Notes and the [____]% Class A-4 Asset-Backed Notes (collectively,
the "Notes"), are issued under the Indenture, to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights and obligations thereunder of the Issuer, the Indenture
Trustee and the Holders of the Notes. The Notes are subject to all terms of the
Indenture.

          The Class A-1 Notes are and shall be equally and ratably secured by
the collateral pledged as security therefor as provided in the Indenture.

          As described above, the entire unpaid principal amount of this Class
A-1 Note shall be due and payable on the earlier of the Class A-1 Final
Distribution Date and the Redemption Date, if any, pursuant to Section 10.1 of
the Indenture. Notwithstanding the foregoing, the entire unpaid principal amount
of the Notes shall be due and payable on the date on which an Event of Default
shall have occurred and be continuing if (i) the Insurer (if an Insurer Default
shall not have occurred and be continuing) or (ii) the Indenture Trustee or the
Holders of Notes evidencing not less than 66 2/3% of the Note Balance (if an
Insurer Default shall have occurred and be continuing) have declared the Notes
to be immediately due and payable in the manner provided in Section 5.2 of the
Indenture. All principal payments on the Class A-1 Notes shall be made pro rata
to the Holders entitled thereto if the Notes have been declared immediately due
and payable.

          Payments of interest on this Class A-1 Note due and payable on any
Distribution Date, together with the installment of principal, if any, due and
payable on such Distribution Date, to the extent not in full payment of this
Class A-1 Note, shall be made by check mailed to the Person whose name appears
as the Holder of this Class A-1 Note (or one or more Predecessor Notes) on the
Note Register as of the close of business on the Record Date preceding such
Distribution Date, except that with respect to Class A-1 Notes registered on the
Record Date in the name of the nominee of the Clearing Agency (initially, such
nominee to be Cede & Co.), payments will be made by wire transfer in immediately
available funds to the account designated by such nominee. Such checks shall be
mailed to the Person entitled thereto at the address of such Person as it
appears on the Note Register as of such Record Date without requiring that this
Class A-1 Note be submitted for notation of payment. Any reduction in the
principal amount of this Class A-1 Note (or any one or more Predecessor Notes)
effected by any payments made on any Distribution Date shall be binding upon all
future Holders of this Class A-1 Note and of any Class A-1 Note issued upon the
registration of transfer hereof or in exchange hereof or in lieu hereof, whether
or not noted hereon. If funds are expected to be available, as provided in the
Indenture, for payment in full of the then remaining unpaid principal amount of
this Class A-1 Note on a Distribution Date, then the Indenture Trustee, in the
name of and on behalf of the Issuer, shall notify the Person who was the Holder
hereof as of the Record Date preceding such Distribution Date by notice mailed
or transmitted by facsimile prior to such Distribution Date, and the amount then
due and payable shall be payable only upon presentation and surrender of this
Class A-1 Note at the Indenture Trustee's Corporate Trust Office or at the

                                      A1-4

<PAGE>

office of the Indenture Trustee's agent appointed for such purposes located in
New York, New York.

          The Issuer shall pay interest on overdue installments of interest at
the Class A-1 Rate to the extent lawful.

          As provided in the Indenture, the Notes may be redeemed, in whole but
not in part, in the manner and to the extent described in the Indenture and the
Sale and Servicing Agreement.

          As provided in the Indenture, and subject to certain limitations set
forth therein, the transfer of this Class A-1 Note may be registered on the Note
Register upon surrender of this Class A-1 Note for registration of transfer at
the office or agency designated by the Issuer pursuant to the Indenture, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Indenture Trustee duly executed by, the Holder hereof or
such Holder's attorney duly authorized in writing, with such signature
guaranteed by an "eligible guarantor institution" meeting the requirements of
the Note Registrar, and thereupon one or more new Class A-1 Notes in any
authorized denomination and in the same aggregate principal amount will be
issued to the designated transferee or transferees. No service charge will be
charged for any registration of transfer or exchange of this Class A-1 Note, but
the transferor may be required to pay a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any such registration
of transfer or exchange.

          Each Noteholder or Note Owner, by its acceptance of a Note or, in the
case of a Note Owner, a beneficial interest in a Note, covenants and agrees that
no recourse may be taken, directly or indirectly, with respect to the
obligations of the Issuer or the Indenture Trustee on the Notes or under the
Indenture or any certificate or other writing delivered in connection therewith
against (i) the Indenture Trustee or the Owner Trustee, each in its individual
capacity, (ii) any holder of a beneficial interest in the Issuer or (iii) any
partner, owner, beneficiary, agent, officer, director or employee of the
Indenture Trustee or the Owner Trustee, each in its individual capacity, or any
holder of a beneficial interest in the Issuer, the Owner Trustee or the
Indenture Trustee or any successor or assign of the Indenture Trustee or the
Owner Trustee, each in its individual capacity, except as any such Person may
have expressly agreed and except that any such partner, owner or beneficiary
shall be fully liable, to the extent provided by applicable law, for any unpaid
consideration for stock, unpaid capital contribution for stock, unpaid capital
contribution or failure to pay any installment or call owing to such entity.

          Each Noteholder or Note Owner, by its acceptance of a Note or, in the
case of a Note Owner, a beneficial interest in a Note, covenants and agrees that
such Noteholder or Note Owner shall not at any time institute against the
Depositor or the Issuer, or join in any institution against the Depositor or the
Issuer of, any bankruptcy, reorganization, arrangement, insolvency or
liquidation proceedings under any United States federal or state bankruptcy or
similar law in connection with any obligations relating to the Notes, the
Certificates, the Indenture or any of the other Transaction Documents.

          The Issuer has entered into the Indenture and this Class A-1 Note is
issued with the intention that, for federal, state and local income, and
franchise tax purposes, the Notes will

                                      A1-5

<PAGE>

qualify as indebtedness of the Issuer secured by the Trust Estate. Each
Noteholder or Note Owner, by its acceptance of a Note or, in the case of a Note
Owner, a beneficial interest in a Note, agrees to treat the Notes for federal,
state and local income, single business and franchise tax purposes as
indebtedness of the Issuer.

          Prior to the due presentment for registration of transfer of this
Class A-1 Note, the Issuer, the Indenture Trustee and any agent of the Issuer or
the Indenture Trustee may treat the Person in whose name this Class A-1 Note (as
of the day of determination or as of such other date as may be specified in the
Indenture) is registered as the owner hereof for all purposes, whether or not
this Class A-1 Note shall be overdue, and none of the Issuer, the Indenture
Trustee or any such agent shall be affected by notice to the contrary.

          The Indenture permits the Owner Trustee, on behalf of the Issuer, and
the Indenture Trustee, with certain exceptions therein provided, to amend or
waive from time to time certain terms and conditions set forth in the Indenture
without the consent of the Holders of the Notes but with the consent of the
Insurer (if an Insurer Default shall not have occurred and be continuing). The
Indenture also permits the Owner Trustee, on behalf of the Issuer, and the
Indenture Trustee, with certain exceptions as therein provided, to amend or
waive from time to time certain terms and conditions set forth in the Indenture
with the consent of the Insurer (if an Insurer Default shall not have occurred
and be continuing) and the Holders of Notes evidencing not less than 51% of the
Note Balance. The Indenture also permits the Insurer (if an Insurer Default
shall not have occurred and be continuing) or the Holders of Notes evidencing
not less than 51% of the Note Balance, with the consent of the Insurer (if an
Insurer Default shall not have occurred and be continuing), on behalf of the
Holders of all the Notes, to waive compliance by the Issuer with certain
provisions of the Indenture and certain past defaults under the Indenture and
their consequences. Any such consent or waiver by the Insurer, the Holders of
51% of the Note Balance, or the Holder of this Class A-1 Note (or any one or
more Predecessor Notes) shall be conclusive and binding on such Holder and on
all future Holders of this Class A-1 Note and of any Class A-1 Note issued upon
the registration of transfer hereof or in exchange hereof or in lieu hereof
whether or not notation of such consent or waiver is made upon this Class A-1
Note.

          The term "Issuer", as used in this Note, includes any successor to the
Issuer under the Indenture.

          The Indenture permits the Issuer, under certain circumstances, to
consolidate or merge with or into another Person, subject to the rights of the
Indenture Trustee and the Holders of Notes under the Indenture.

          The Notes are issuable only in registered form in denominations as
provided in the Indenture, subject to certain limitations therein set forth.

          This Class A-1 Note and the Indenture shall be governed by, and
construed in accordance with, the laws of the State of New York, and the
obligations, rights and remedies of the parties hereunder and thereunder shall
be determined in accordance with such laws.

                                      A1-6

<PAGE>

          No reference herein to the Indenture, and no provision of this Note or
of the Indenture, shall alter or impair the obligation of the Issuer, which is
absolute and unconditional, to pay the principal of and interest on this Class
A-1 Note at the times, place and rate, and in the coin or currency, herein
prescribed.

          Anything herein to the contrary notwithstanding, except as expressly
provided in the Transaction Documents, none of [____________________], in its
individual capacity, [____________________], in its individual capacity, any
holder of a beneficial interest in the Issuer, or any of their respective
partners, beneficiaries, agents, officers, directors, employees or successors or
assigns shall be personally liable for, nor shall recourse be had to any of them
for, the payment of principal of or interest on this Class A-1 Note or the
performance of, or omission to perform, any of the covenants, obligations or
indemnifications contained in the Indenture. The Holder of this Note, by its
acceptance hereof, agrees that, except as expressly provided in the Transaction
Documents, in the case of an Event of Default under the Indenture, the Holder
shall have no claim against any of the foregoing for any deficiency, loss or
claim resulting therefrom; provided, however, that nothing contained herein
shall be taken to prevent recourse to, or enforcement against, the assets of the
Issuer for any and all liabilities, obligations and undertakings contained in
the Indenture or in this Class A-1 Note.

                                      A1-7

<PAGE>

                                   ASSIGNMENT

SOCIAL SECURITY NUMBER
OR OTHER IDENTIFICATION
NUMBER OF ASSIGNEE: ________________


          FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto _________________________________________________________________

________________________________________________________________________________

                         (name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes
and appoints ________________________, attorney, to transfer said Note on the
Note Register, with full power of substitution in the premises.

Dated:

                                          ____________________________________*/

                                          Signature Guaranteed:

                                          ____________________________________*/

*/   NOTICE: The signature to this assignment must correspond with the name of
     the registered owner as it appears on the face of the within Note in every
     particular, without alteration, enlargement or any change whatsoever. Such
     signature must be guaranteed by an "eligible guarantor institution" meeting
     the requirements of the Note Registrar.

                                      A1-8

<PAGE>

                                   Exhibit A-2

          UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

          THE PRINCIPAL OF THIS NOTE IS PAYABLE AS SET FORTH IN THE INDENTURE
(AS DEFINED BELOW). THE OUTSTANDING PRINCIPAL BALANCE OF THIS NOTE AT ANY TIME
MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

REGISTERED                                                    $[_______________]

NO. A-2                                                   CUSIP NO. [__________]

                       CARMAX AUTO OWNER TRUST 20[__]-[__]

                       [____]% CLASS A-2 ASSET-BACKED NOTE

          CarMax Auto Owner Trust 20[__]-[__], a statutory trust organized and
existing under the laws of the State of Delaware (herein referred to as the
"Issuer"), for value received, hereby promises to pay to Cede & Co., or its
registered assigns, the principal sum of [______________ _____] DOLLARS payable
on each Distribution Date in an amount equal to the aggregate amount, if any,
payable from the Note Payment Account in respect of principal on the Class A-2
Notes pursuant to Section 2.8 of the Indenture dated as of [__________], 20[__]
(as amended, supplemented or otherwise modified and in effect from time to time,
the "Indenture") between the Issuer and [____________________], a
[____________________], as Indenture Trustee (in such capacity, the "Indenture
Trustee"); provided, however, that, except under certain limited circumstances
described in the Indenture, principal of this Class A-2 Note will not be due and
payable until the Class A-1 Notes have been paid in full; and, provided further,
that, if not paid prior to such date, the unpaid principal amount of this Class
A-2 Note shall be due and payable on the earlier of the [__________] 20[__]
Distribution Date (the "Class A-2 Final Distribution Date") and the Redemption
Date, if any, pursuant to Section 10.1 of the Indenture. Capitalized terms used
but not defined herein are defined in Article I of the Indenture, which also
contains rules as to construction that shall be applicable hereto.

          The Issuer shall pay interest on this Class A-2 Note at the rate per
annum shown above on each Distribution Date, until the principal of this Class
A-2 Note is paid or made available for payment, on the principal amount of this
Class A-2 Note outstanding on the preceding Distribution Date (after giving
effect to all payments of principal made on such

                                      A2-1

<PAGE>

preceding Distribution Date), subject to certain limitations contained in
Section 3.1 of the Indenture. Interest on this Class A-2 Note shall accrue for
each Distribution Date from and including the 15th day of the preceding month
(or, in the case of the initial Distribution Date or if no interest has been
paid, from and including the Closing Date) to but excluding the 15th day of the
month in which such Distribution Date occurs. Interest shall be computed on the
basis of a 360-day year consisting of twelve 30-day months. Interest on this
Class A-2 Note on each Distribution Date shall equal one-twelfth of the product
of (i) the rate per annum shown above and (ii) the principal amount of this
Class A-2 Note outstanding on the preceding Distribution Date (after giving
effect to all payments of principal made on such preceding Distribution Date);
provided, however, that the interest payable on this Class A-2 Note on
[__________], 20[__] shall equal $[_______________]. The principal of and
interest on this Class A-2 Note shall be paid in the manner specified on the
reverse hereof.

          "Distribution Date" means the 15th day of each month or, if such 15th
day is not a Business Day, the following Business Day, commencing on
[__________], 20[__].

          The principal of and interest on this Class A-2 Note are payable in
such coin or currency of the United States of America as at the time of payment
is legal tender for payment of public and private debts. All payments made by
the Issuer with respect to this Class A-2 Note shall be applied first to
interest due and payable on this Class A-2 Note as provided above and then to
the unpaid principal of this Class A-2 Note.

          Reference is hereby made to the further provisions of this Class A-2
Note set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if fully set forth on the face of this Class
A-2 Note.

          Unless the certificate of authentication hereon has been executed by
an authorized officer of the Indenture Trustee, by manual or facsimile
signature, this Class A-2 Note shall not entitle the Holder hereof to any
benefit under the Indenture or be valid for any purpose.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                      A2-2

<PAGE>

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

Dated: [__________], 20[__]


                                          CARMAX AUTO OWNER TRUST 20[__]-[__]


                                          By:  [____________________],
                                               not in its individual capacity
                                               but solely as Owner Trustee


                                          By:
                                              ----------------------------------
                                              Name:
                                              Title:


                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

          This is one of the Class A-2 Notes designated above and referred to in
the within-mentioned Indenture.

Dated: [_________], 20[__]

                                          [____________________],
                                          not in its individual capacity but
                                          solely as Indenture Trustee


                                          By:
                                              ----------------------------------
                                              Name:
                                              Title:


                                      A2-3

<PAGE>

                           [REVERSE OF CLASS A-2 NOTE]

          This Class A-2 Note is one of a duly authorized issue of Notes of the
Issuer, designated as its [____]% Class A-2 Asset-Backed Notes, which, together
with the [____]% Class A-1 Asset-Backed Notes, the [____]% Class A-3
Asset-Backed Notes and the [____]% Class A-4 Asset-Backed Notes (collectively,
the "Notes"), are issued under the Indenture, to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights and obligations thereunder of the Issuer, the Indenture
Trustee and the Holders of the Notes. The Notes are subject to all terms of the
Indenture.

          The Class A-2 Notes are and shall be equally and ratably secured by
the collateral pledged as security therefor as provided in the Indenture.

          As described above, the entire unpaid principal amount of this Class
A-2 Note shall be due and payable on the earlier of the Class A-2 Final
Distribution Date and the Redemption Date, if any, pursuant to Section 10.1 of
the Indenture. Notwithstanding the foregoing, the entire unpaid principal amount
of the Notes shall be due and payable on the date on which an Event of Default
shall have occurred and be continuing if (i) the Insurer (if an Insurer Default
shall not have occurred and be continuing) or (ii) the Indenture Trustee or the
Holders of Notes evidencing not less than 66 2/3% of the Note Balance (if an
Insurer Default shall have occurred and be continuing) have declared the Notes
to be immediately due and payable in the manner provided in Section 5.2 of the
Indenture. All principal payments on the Class A-2 Notes shall be made pro rata
to the Holders entitled thereto if the Notes have been declared immediately due
and payable.

          Payments of interest on this Class A-2 Note due and payable on any
Distribution Date, together with the installment of principal, if any, due and
payable on such Distribution Date, to the extent not in full payment of this
Class A-2 Note, shall be made by check mailed to the Person whose name appears
as the Holder of this Class A-2 Note (or one or more Predecessor Notes) on the
Note Register as of the close of business on the Record Date preceding such
Distribution Date, except that with respect to Class A-2 Notes registered on the
Record Date in the name of the nominee of the Clearing Agency (initially, such
nominee to be Cede & Co.), payments will be made by wire transfer in immediately
available funds to the account designated by such nominee. Such checks shall be
mailed to the Person entitled thereto at the address of such Person as it
appears on the Note Register as of such Record Date without requiring that this
Class A-2 Note be submitted for notation of payment. Any reduction in the
principal amount of this Class A-2 Note (or any one or more Predecessor Notes)
effected by any payments made on any Distribution Date shall be binding upon all
future Holders of this Class A-2 Note and of any Class A-2 Note issued upon the
registration of transfer hereof or in exchange hereof or in lieu hereof, whether
or not noted hereon. If funds are expected to be available, as provided in the
Indenture, for payment in full of the then remaining unpaid principal amount of
this Class A-2 Note on a Distribution Date, then the Indenture Trustee, in the
name of and on behalf of the Issuer, shall notify the Person who was the Holder
hereof as of the Record Date preceding such Distribution Date by notice mailed
or transmitted by facsimile prior to such Distribution Date, and the amount then
due and payable shall be payable only upon presentation and surrender of this
Class A-2 Note at the Indenture Trustee's Corporate Trust Office or at the

                                      A2-4

<PAGE>

office of the Indenture Trustee's agent appointed for such purposes located in
New York, New York.

          The Issuer shall pay interest on overdue installments of interest at
the Class A-2 Rate to the extent lawful.

          As provided in the Indenture, the Notes may be redeemed, in whole but
not in part, in the manner and to the extent described in the Indenture and the
Sale and Servicing Agreement.

          As provided in the Indenture, and subject to certain limitations set
forth therein, the transfer of this Class A-2 Note may be registered on the Note
Register upon surrender of this Class A-2 Note for registration of transfer at
the office or agency designated by the Issuer pursuant to the Indenture, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Indenture Trustee duly executed by, the Holder hereof or
such Holder's attorney duly authorized in writing, with such signature
guaranteed by an "eligible guarantor institution" meeting the requirements of
the Note Registrar, and thereupon one or more new Class A-2 Notes in any
authorized denomination and in the same aggregate principal amount will be
issued to the designated transferee or transferees. No service charge will be
charged for any registration of transfer or exchange of this Class A-2 Note, but
the transferor may be required to pay a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any such registration
of transfer or exchange.

          Each Noteholder or Note Owner, by its acceptance of a Note or, in the
case of a Note Owner, a beneficial interest in a Note, covenants and agrees that
no recourse may be taken, directly or indirectly, with respect to the
obligations of the Issuer or the Indenture Trustee on the Notes or under the
Indenture or any certificate or other writing delivered in connection therewith
against (i) the Indenture Trustee or the Owner Trustee, each in its individual
capacity, (ii) any holder of a beneficial interest in the Issuer or (iii) any
partner, owner, beneficiary, agent, officer, director or employee of the
Indenture Trustee or the Owner Trustee, each in its individual capacity, or any
holder of a beneficial interest in the Issuer, the Owner Trustee or the
Indenture Trustee or any successor or assign of the Indenture Trustee or the
Owner Trustee, each in its individual capacity, except as any such Person may
have expressly agreed and except that any such partner, owner or beneficiary
shall be fully liable, to the extent provided by applicable law, for any unpaid
consideration for stock, unpaid capital contribution for stock, unpaid capital
contribution or failure to pay any installment or call owing to such entity.

          Each Noteholder or Note Owner, by its acceptance of a Note or, in the
case of a Note Owner, a beneficial interest in a Note, covenants and agrees that
such Noteholder or Note Owner shall not at any time institute against the
Depositor or the Issuer, or join in any institution against the Depositor or the
Issuer of, any bankruptcy, reorganization, arrangement, insolvency or
liquidation proceedings under any United States federal or state bankruptcy or
similar law in connection with any obligations relating to the Notes, the
Certificates, the Indenture or any of the other Transaction Documents.

          The Issuer has entered into the Indenture and this Class A-2 Note is
issued with the intention that, for federal, state and local income, and
franchise tax purposes, the Notes will

                                      A2-5

<PAGE>

qualify as indebtedness of the Issuer secured by the Trust Estate. Each
Noteholder or Note Owner, by its acceptance of a Note or, in the case of a Note
Owner, a beneficial interest in a Note, agrees to treat the Notes for federal,
state and local income, single business and franchise tax purposes as
indebtedness of the Issuer.

          Prior to the due presentment for registration of transfer of this
Class A-2 Note, the Issuer, the Indenture Trustee and any agent of the Issuer or
the Indenture Trustee may treat the Person in whose name this Class A-2 Note (as
of the day of determination or as of such other date as may be specified in the
Indenture) is registered as the owner hereof for all purposes, whether or not
this Class A-2 Note shall be overdue, and none of the Issuer, the Indenture
Trustee or any such agent shall be affected by notice to the contrary.

          The Indenture permits the Owner Trustee, on behalf of the Issuer, and
the Indenture Trustee, with certain exceptions therein provided, to amend or
waive from time to time certain terms and conditions set forth in the Indenture
without the consent of the Holders of the Notes but with the consent of the
Insurer (if an Insurer Default shall not have occurred and be continuing). The
Indenture also permits the Owner Trustee, on behalf of the Issuer, and the
Indenture Trustee, with certain exceptions as therein provided, to amend or
waive from time to time certain terms and conditions set forth in the Indenture
with the consent of the Insurer (if an Insurer Default shall not have occurred
and be continuing) and the Holders of Notes evidencing not less than 51% of the
Note Balance. The Indenture also permits the Insurer (if an Insurer Default
shall not have occurred and be continuing) or the Holders of Notes evidencing
not less than 51% of the Note Balance, with the consent of the Insurer (if an
Insurer Default shall not have occurred and be continuing), on behalf of the
Holders of all the Notes, to waive compliance by the Issuer with certain
provisions of the Indenture and certain past defaults under the Indenture and
their consequences. Any such consent or waiver by the Insurer, the Holders of
51% of the Note Balance, or the Holder of this Class A-2 Note (or any one or
more Predecessor Notes) shall be conclusive and binding on such Holder and on
all future Holders of this Class A-2 Note and of any Class A-2 Note issued upon
the registration of transfer hereof or in exchange hereof or in lieu hereof
whether or not notation of such consent or waiver is made upon this Class A-2
Note.

          The term "Issuer", as used in this Note, includes any successor to the
Issuer under the Indenture.

          The Indenture permits the Issuer, under certain circumstances, to
consolidate or merge with or into another Person, subject to the rights of the
Indenture Trustee and the Holders of Notes under the Indenture.

          The Notes are issuable only in registered form in denominations as
provided in the Indenture, subject to certain limitations therein set forth.

          This Class A-2 Note and the Indenture shall be governed by, and
construed in accordance with, the laws of the State of New York, and the
obligations, rights and remedies of the parties hereunder and thereunder shall
be determined in accordance with such laws.

                                      A2-6

<PAGE>

          No reference herein to the Indenture, and no provision of this Note or
of the Indenture, shall alter or impair the obligation of the Issuer, which is
absolute and unconditional, to pay the principal of and interest on this Class
A-2 Note at the times, place and rate, and in the coin or currency, herein
prescribed.

          Anything herein to the contrary notwithstanding, except as expressly
provided in the Transaction Documents, none of [____________________], in its
individual capacity, [____________________], in its individual capacity, any
holder of a beneficial interest in the Issuer, or any of their respective
partners, beneficiaries, agents, officers, directors, employees or successors or
assigns shall be personally liable for, nor shall recourse be had to any of them
for, the payment of principal of or interest on this Class A-2 Note or the
performance of, or omission to perform, any of the covenants, obligations or
indemnifications contained in the Indenture. The Holder of this Note, by its
acceptance hereof, agrees that, except as expressly provided in the Transaction
Documents, in the case of an Event of Default under the Indenture, the Holder
shall have no claim against any of the foregoing for any deficiency, loss or
claim resulting therefrom; provided, however, that nothing contained herein
shall be taken to prevent recourse to, or enforcement against, the assets of the
Issuer for any and all liabilities, obligations and undertakings contained in
the Indenture or in this Class A-2 Note.


                                      A2-7

<PAGE>

                                   ASSIGNMENT


SOCIAL SECURITY NUMBER
OR OTHER IDENTIFICATION
NUMBER OF ASSIGNEE: ________________

          FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto _________________________________________________________________

________________________________________________________________________________

                         (name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes
and appoints ________________________, attorney, to transfer said Note on the
Note Register, with full power of substitution in the premises.

Dated:


                                          ____________________________________*/

                                          Signature Guaranteed:

                                          ____________________________________*/


*/   NOTICE: The signature to this assignment must correspond with the name of
     the registered owner as it appears on the face of the within Note in every
     particular, without alteration, enlargement or any change whatsoever. Such
     signature must be guaranteed by an "eligible guarantor institution" meeting
     the requirements of the Note Registrar.

                                      A2-8

<PAGE>

                                  Exhibit A-3

          UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

          THE PRINCIPAL OF THIS NOTE IS PAYABLE AS SET FORTH IN THE INDENTURE
(AS DEFINED BELOW). THE OUTSTANDING PRINCIPAL BALANCE OF THIS NOTE AT ANY TIME
MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

REGISTERED                                                    $[_______________]

NO. A-3                                                   CUSIP NO. [__________]


                       CARMAX AUTO OWNER TRUST 20[__]-[__]

                       [____]% CLASS A-3 ASSET-BACKED NOTE

          CarMax Auto Owner Trust 20[__]-[__], a statutory trust organized and
existing under the laws of the State of Delaware (herein referred to as the
"Issuer"), for value received, hereby promises to pay to Cede & Co., or its
registered assigns, the principal sum of [______________ _____] DOLLARS payable
on each Distribution Date in an amount equal to the aggregate amount, if any,
payable from the Note Payment Account in respect of principal on the Class A-3
Notes pursuant to Section 2.8 of the Indenture dated as of [__________], 20[__]
(as amended, supplemented or otherwise modified and in effect from time to time,
the "Indenture") between the Issuer and [____________________], a
[____________________], as Indenture Trustee (in such capacity, the "Indenture
Trustee"); provided, however, that, except under certain limited circumstances
described in the Indenture, principal of this Class A-3 Note will not be due and
payable until the Class A-1 Notes and the Class A-2 Notes have been paid in
full; and, provided further, that, if not paid prior to such date, the unpaid
principal amount of this Class A-3 Note shall be due and payable on the earlier
of the [__________] 20[__] Distribution Date (the "Class A-3 Final Distribution
Date") and the Redemption Date, if any, pursuant to Section 10.1 of the
Indenture. Capitalized terms used but not defined herein are defined in Article
I of the Indenture, which also contains rules as to construction that shall be
applicable hereto.

          The Issuer shall pay interest on this Class A-3 Note at the rate per
annum shown above on each Distribution Date, until the principal of this Class
A-3 Note is paid or made available for payment, on the principal amount of this
Class A-3 Note outstanding on the

                                      A3-1

<PAGE>

preceding Distribution Date (after giving effect to all payments of principal
made on such preceding Distribution Date), subject to certain limitations
contained in Section 3.1 of the Indenture. Interest on this Class A-3 Note shall
accrue for each Distribution Date from and including the 15th day of the
preceding month (or, in the case of the initial Distribution Date or if no
interest has been paid, from and including the Closing Date) to but excluding
the 15th day of the month in which such Distribution Date occurs. Interest shall
be computed on the basis of a 360-day year consisting of twelve 30-day months.
Interest on this Class A-3 Note on each Distribution Date shall equal
one-twelfth of the product of (i) the rate per annum shown above and (ii) the
principal amount of this Class A-3 Note outstanding on the preceding
Distribution Date (after giving effect to all payments of principal made on such
preceding Distribution Date); provided, however, that the interest payable on
this Class A-3 Note on [__________], 20[__] shall equal $[_______________]. The
principal of and interest on this Class A-3 Note shall be paid in the manner
specified on the reverse hereof.

          "Distribution Date" means the 15th day of each month or, if such 15th
day is not a Business Day, the following Business Day, commencing on
[__________], 20[__].

          The principal of and interest on this Class A-3 Note are payable in
such coin or currency of the United States of America as at the time of payment
is legal tender for payment of public and private debts. All payments made by
the Issuer with respect to this Class A-3 Note shall be applied first to
interest due and payable on this Class A-3 Note as provided above and then to
the unpaid principal of this Class A-3 Note.

          Reference is hereby made to the further provisions of this Class A-3
Note set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if fully set forth on the face of this Class
A-3 Note.

          Unless the certificate of authentication hereon has been executed by
an authorized officer of the Indenture Trustee, by manual or facsimile
signature, this Class A-3 Note shall not entitle the Holder hereof to any
benefit under the Indenture or be valid for any purpose.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                      A3-2

<PAGE>

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

Dated: [__________], 20[__]


                                          CARMAX AUTO OWNER TRUST 20[__]-[__]


                                          By:  [____________________],
                                               not in its individual capacity
                                               but solely as Owner Trustee


                                          By:
                                              ----------------------------------
                                              Name:
                                              Title:


                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

          This is one of the Class A-3 Notes designated above and referred to in
the within-mentioned Indenture.

Dated: [__________], 20[__]


                                          [__________________],
                                          not in its individual capacity but
                                          solely as Indenture Trustee


                                          By:
                                              ----------------------------------
                                              Name:
                                              Title:


                                      A3-3

<PAGE>

                           [REVERSE OF CLASS A-3 NOTE]

          This Class A-3 Note is one of a duly authorized issue of Notes of the
Issuer, designated as its [____]% Class A-3 Asset-Backed Notes, which, together
with the [____]% Class A-1 Asset-Backed Notes, the [____]% Class A-2
Asset-Backed Notes and the [____]% Class A-4 Asset-Backed Notes (collectively,
the "Notes"), are issued under the Indenture, to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights and obligations thereunder of the Issuer, the Indenture
Trustee and the Holders of the Notes. The Notes are subject to all terms of the
Indenture.

          The Class A-3 Notes are and shall be equally and ratably secured by
the collateral pledged as security therefor as provided in the Indenture.

          As described above, the entire unpaid principal amount of this Class
A-3 Note shall be due and payable on the earlier of the Class A-3 Final
Distribution Date and the Redemption Date, if any, pursuant to Section 10.1 of
the Indenture. Notwithstanding the foregoing, the entire unpaid principal amount
of the Notes shall be due and payable on the date on which an Event of Default
shall have occurred and be continuing if (i) the Insurer (if an Insurer Default
shall not have occurred and be continuing) or (ii) the Indenture Trustee or the
Holders of Notes evidencing not less than 66 2/3% of the Note Balance (if an
Insurer Default shall have occurred and be continuing) have declared the Notes
to be immediately due and payable in the manner provided in Section 5.2 of the
Indenture. All principal payments on the Class A-3 Notes shall be made pro rata
to the Holders entitled thereto if the Notes have been declared immediately due
and payable.

          Payments of interest on this Class A-3 Note due and payable on any
Distribution Date, together with the installment of principal, if any, due and
payable on such Distribution Date, to the extent not in full payment of this
Class A-3 Note, shall be made by check mailed to the Person whose name appears
as the Holder of this Class A-3 Note (or one or more Predecessor Notes) on the
Note Register as of the close of business on the Record Date preceding such
Distribution Date, except that with respect to Class A-3 Notes registered on the
Record Date in the name of the nominee of the Clearing Agency (initially, such
nominee to be Cede & Co.), payments will be made by wire transfer in immediately
available funds to the account designated by such nominee. Such checks shall be
mailed to the Person entitled thereto at the address of such Person as it
appears on the Note Register as of such Record Date without requiring that this
Class A-3 Note be submitted for notation of payment. Any reduction in the
principal amount of this Class A-3 Note (or any one or more Predecessor Notes)
effected by any payments made on any Distribution Date shall be binding upon all
future Holders of this Class A-3 Note and of any Class A-3 Note issued upon the
registration of transfer hereof or in exchange hereof or in lieu hereof, whether
or not noted hereon. If funds are expected to be available, as provided in the
Indenture, for payment in full of the then remaining unpaid principal amount of
this Class A-3 Note on a Distribution Date, then the Indenture Trustee, in the
name of and on behalf of the Issuer, shall notify the Person who was the Holder
hereof as of the Record Date preceding such Distribution Date by notice mailed
or transmitted by facsimile prior to such Distribution Date, and the amount then
due and payable shall be payable only upon presentation and surrender of this
Class A-3 Note at the Indenture Trustee's Corporate Trust Office or at the

                                      A3-4

<PAGE>

office of the Indenture Trustee's agent appointed for such purposes located in
New York, New York.

          The Issuer shall pay interest on overdue installments of interest at
the Class A-3 Rate to the extent lawful.

          As provided in the Indenture, the Notes may be redeemed, in whole but
not in part, in the manner and to the extent described in the Indenture and the
Sale and Servicing Agreement.

          As provided in the Indenture, and subject to certain limitations set
forth therein, the transfer of this Class A-3 Note may be registered on the Note
Register upon surrender of this Class A-3 Note for registration of transfer at
the office or agency designated by the Issuer pursuant to the Indenture, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Indenture Trustee duly executed by, the Holder hereof or
such Holder's attorney duly authorized in writing, with such signature
guaranteed by an "eligible guarantor institution" meeting the requirements of
the Note Registrar, and thereupon one or more new Class A-3 Notes in any
authorized denomination and in the same aggregate principal amount will be
issued to the designated transferee or transferees. No service charge will be
charged for any registration of transfer or exchange of this Class A-3 Note, but
the transferor may be required to pay a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any such registration
of transfer or exchange.

          Each Noteholder or Note Owner, by its acceptance of a Note or, in the
case of a Note Owner, a beneficial interest in a Note, covenants and agrees that
no recourse may be taken, directly or indirectly, with respect to the
obligations of the Issuer or the Indenture Trustee on the Notes or under the
Indenture or any certificate or other writing delivered in connection therewith
against (i) the Indenture Trustee or the Owner Trustee, each in its individual
capacity, (ii) any holder of a beneficial interest in the Issuer or (iii) any
partner, owner, beneficiary, agent, officer, director or employee of the
Indenture Trustee or the Owner Trustee, each in its individual capacity, or any
holder of a beneficial interest in the Issuer, the Owner Trustee or the
Indenture Trustee or any successor or assign of the Indenture Trustee or the
Owner Trustee, each in its individual capacity, except as any such Person may
have expressly agreed and except that any such partner, owner or beneficiary
shall be fully liable, to the extent provided by applicable law, for any unpaid
consideration for stock, unpaid capital contribution for stock, unpaid capital
contribution or failure to pay any installment or call owing to such entity.

          Each Noteholder or Note Owner, by its acceptance of a Note or, in the
case of a Note Owner, a beneficial interest in a Note, covenants and agrees that
such Noteholder or Note Owner shall not at any time institute against the
Depositor or the Issuer, or join in any institution against the Depositor or the
Issuer of, any bankruptcy, reorganization, arrangement, insolvency or
liquidation proceedings under any United States federal or state bankruptcy or
similar law in connection with any obligations relating to the Notes, the
Certificates, the Indenture or any of the other Transaction Documents.

          The Issuer has entered into the Indenture and this Class A-3 Note is
issued with the intention that, for federal, state and local income, and
franchise tax purposes, the Notes will

                                      A3-5

<PAGE>

qualify as indebtedness of the Issuer secured by the Trust Estate. Each
Noteholder or Note Owner, by its acceptance of a Note or, in the case of a Note
Owner, a beneficial interest in a Note, agrees to treat the Notes for federal,
state and local income, single business and franchise tax purposes as
indebtedness of the Issuer.

          Prior to the due presentment for registration of transfer of this
Class A-3 Note, the Issuer, the Indenture Trustee and any agent of the Issuer or
the Indenture Trustee may treat the Person in whose name this Class A-3 Note (as
of the day of determination or as of such other date as may be specified in the
Indenture) is registered as the owner hereof for all purposes, whether or not
this Class A-3 Note shall be overdue, and none of the Issuer, the Indenture
Trustee or any such agent shall be affected by notice to the contrary.

          The Indenture permits the Owner Trustee, on behalf of the Issuer, and
the Indenture Trustee, with certain exceptions therein provided, to amend or
waive from time to time certain terms and conditions set forth in the Indenture
without the consent of the Holders of the Notes but with the consent of the
Insurer (if an Insurer Default shall not have occurred and be continuing). The
Indenture also permits the Owner Trustee, on behalf of the Issuer, and the
Indenture Trustee, with certain exceptions as therein provided, to amend or
waive from time to time certain terms and conditions set forth in the Indenture
with the consent of the Insurer (if an Insurer Default shall not have occurred
and be continuing) and the Holders of Notes evidencing not less than 51% of the
Note Balance. The Indenture also permits the Insurer (if an Insurer Default
shall not have occurred and be continuing) or the Holders of Notes evidencing
not less than 51% of the Note Balance, with the consent of the Insurer (if an
Insurer Default shall not have occurred and be continuing), on behalf of the
Holders of all the Notes, to waive compliance by the Issuer with certain
provisions of the Indenture and certain past defaults under the Indenture and
their consequences. Any such consent or waiver by the Insurer, the Holders of
51% of the Note Balance, or the Holder of this Class A-3 Note (or any one or
more Predecessor Notes) shall be conclusive and binding on such Holder and on
all future Holders of this Class A-3 Note and of any Class A-3 Note issued upon
the registration of transfer hereof or in exchange hereof or in lieu hereof
whether or not notation of such consent or waiver is made upon this Class A-3
Note.

          The term "Issuer", as used in this Note, includes any successor to the
Issuer under the Indenture.

          The Indenture permits the Issuer, under certain circumstances, to
consolidate or merge with or into another Person, subject to the rights of the
Indenture Trustee and the Holders of Notes under the Indenture.

          The Notes are issuable only in registered form in denominations as
provided in the Indenture, subject to certain limitations therein set forth.

          This Class A-3 Note and the Indenture shall be governed by, and
construed in accordance with, the laws of the State of New York, and the
obligations, rights and remedies of the parties hereunder and thereunder shall
be determined in accordance with such laws.

                                      A3-6

<PAGE>

          No reference herein to the Indenture, and no provision of this Note or
of the Indenture, shall alter or impair the obligation of the Issuer, which is
absolute and unconditional, to pay the principal of and interest on this Class
A-3 Note at the times, place and rate, and in the coin or currency, herein
prescribed.

          Anything herein to the contrary notwithstanding, except as expressly
provided in the Transaction Documents, none of [____________________], in its
individual capacity, [____________________], in its individual capacity, any
holder of a beneficial interest in the Issuer, or any of their respective
partners, beneficiaries, agents, officers, directors, employees or successors or
assigns shall be personally liable for, nor shall recourse be had to any of them
for, the payment of principal of or interest on this Class A-3 Note or the
performance of, or omission to perform, any of the covenants, obligations or
indemnifications contained in the Indenture. The Holder of this Note, by its
acceptance hereof, agrees that, except as expressly provided in the Transaction
Documents, in the case of an Event of Default under the Indenture, the Holder
shall have no claim against any of the foregoing for any deficiency, loss or
claim resulting therefrom; provided, however, that nothing contained herein
shall be taken to prevent recourse to, or enforcement against, the assets of the
Issuer for any and all liabilities, obligations and undertakings contained in
the Indenture or in this Class A-3 Note.


                                      A3-7

<PAGE>

                                   ASSIGNMENT


SOCIAL SECURITY NUMBER
OR OTHER IDENTIFICATION
NUMBER OF ASSIGNEE: ________________


          FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto _________________________________________________________________

________________________________________________________________________________

                         (name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes
and appoints ________________________, attorney, to transfer said Note on the
Note Register, with full power of substitution in the premises.

Dated:


                                          ____________________________________*/

                                          Signature Guaranteed:

                                          ____________________________________*/


*/   NOTICE: The signature to this assignment must correspond with the name of
     the registered owner as it appears on the face of the within Note in every
     particular, without alteration, enlargement or any change whatsoever. Such
     signature must be guaranteed by an "eligible guarantor institution" meeting
     the requirements of the Note Registrar.


                                      A3-8

<PAGE>

                                   Exhibit A-4

          UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

          THE PRINCIPAL OF THIS NOTE IS PAYABLE AS SET FORTH IN THE INDENTURE
(AS DEFINED BELOW). THE OUTSTANDING PRINCIPAL BALANCE OF THIS NOTE AT ANY TIME
MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

REGISTERED                                                    $[_______________]

NO. A-4                                                   CUSIP NO. [__________]


                       CARMAX AUTO OWNER TRUST 20[__]-[__]

                       [____]% CLASS A-4 ASSET-BACKED NOTE

          CarMax Auto Owner Trust 20[__]-[__], a statutory trust organized and
existing under the laws of the State of Delaware (herein referred to as the
"Issuer"), for value received, hereby promises to pay to Cede & Co., or its
registered assigns, the principal sum of [____________________] DOLLARS payable
on each Distribution Date in an amount equal to the aggregate amount, if any,
payable from the Note Payment Account in respect of principal on the Class A-4
Notes pursuant to Section 2.8 of the Indenture dated as of [__________], 20[__]
(as amended, supplemented or otherwise modified and in effect from time to time,
the "Indenture") between the Issuer and [____________________], a
[____________________], as Indenture Trustee (in such capacity, the "Indenture
Trustee"); provided, however, that, except under certain limited circumstances
described in the Indenture, principal of this Class A-4 Note will not be due and
payable until the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes
have been paid in full; and, provided further, that, if not paid prior to such
date, the unpaid principal amount of this Class A-4 Note shall be due and
payable on the earlier of the [__________] 20[__] Distribution Date (the "Class
A-4 Final Distribution Date") and the Redemption Date, if any, pursuant to
Section 10.1 of the Indenture. Capitalized terms used but not defined herein are
defined in Article I of the Indenture, which also contains rules as to
construction that shall be applicable hereto.

          The Issuer shall pay interest on this Class A-4 Note at the rate per
annum shown above on each Distribution Date, until the principal of this Class
A-4 Note is paid or made available for payment, on the principal amount of this
Class A-4 Note outstanding on the

                                      A4-1

<PAGE>

preceding Distribution Date (after giving effect to all payments of principal
made on such preceding Distribution Date), subject to certain limitations
contained in Section 3.1 of the Indenture. Interest on this Class A-4 Note shall
accrue for each Distribution Date from and including the 15th day of the
preceding month (or, in the case of the initial Distribution Date or if no
interest has been paid, from and including the Closing Date) to but excluding
the 15th day of the month in which such Distribution Date occurs. Interest shall
be computed on the basis of a 360-day year consisting of twelve 30-day months.
Interest on this Class A-4 Note on each Distribution Date shall equal
one-twelfth of the product of (i) the rate per annum shown above and (ii) the
principal amount of this Class A-4 Note outstanding on the preceding
Distribution Date (after giving effect to all payments of principal made on such
preceding Distribution Date); provided, however, that the interest payable on
this Class A-4 Note on [__________], 20[__] shall equal $[_______________]. The
principal of and interest on this Class A-4 Note shall be paid in the manner
specified on the reverse hereof.

          "Distribution Date" means the 15th day of each month or, if such 15th
day is not a Business Day, the following Business Day, commencing on
[__________], 20[__].

          The principal of and interest on this Class A-4 Note are payable in
such coin or currency of the United States of America as at the time of payment
is legal tender for payment of public and private debts. All payments made by
the Issuer with respect to this Class A-4 Note shall be applied first to
interest due and payable on this Class A-4 Note as provided above and then to
the unpaid principal of this Class A-4 Note.

          Reference is hereby made to the further provisions of this Class A-4
Note set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if fully set forth on the face of this Class
A-4 Note.

          Unless the certificate of authentication hereon has been executed by
an authorized officer of the Indenture Trustee, by manual or facsimile
signature, this Class A-4 Note shall not entitle the Holder hereof to any
benefit under the Indenture or be valid for any purpose.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                      A4-2

<PAGE>

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

Dated: [__________], 20[__]


                                          CARMAX AUTO OWNER TRUST 20[__]-[__]

                                          By:  [____________________],
                                               not in its individual capacity
                                               but solely as Owner Trustee


                                          By:
                                              ----------------------------------
                                              Name:
                                              Title:


                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

          This is one of the Class A-4 Notes designated above and referred to in
the within-mentioned Indenture.

Dated: [__________], 20[__]

                                          [____________________],
                                          not in its individual capacity but
                                          solely as Indenture Trustee


                                          By:
                                              ----------------------------------
                                              Name:
                                              Title:


                                      A4-3

<PAGE>

                           [REVERSE OF CLASS A-4 NOTE]

          This Class A-4 Note is one of a duly authorized issue of Notes of the
Issuer, designated as its [____]% Class A-4 Asset-Backed Notes, which, together
with the [____]% Class A-1 Asset-Backed Notes, the [____]% Class A-2
Asset-Backed Notes and the [____]% Class A-3 Asset-Backed Notes (collectively,
the "Notes"), are issued under the Indenture, to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights and obligations thereunder of the Issuer, the Indenture
Trustee and the Holders of the Notes. The Notes are subject to all terms of the
Indenture.

          The Class A-4 Notes are and shall be equally and ratably secured by
the collateral pledged as security therefor as provided in the Indenture.

          As described above, the entire unpaid principal amount of this Class
A-4 Note shall be due and payable on the earlier of the Class A-4 Final
Distribution Date and the Redemption Date, if any, pursuant to Section 10.1 of
the Indenture. Notwithstanding the foregoing, the entire unpaid principal amount
of the Notes shall be due and payable on the date on which an Event of Default
shall have occurred and be continuing if (i) the Insurer (if an Insurer Default
shall not have occurred and be continuing) or (ii) the Indenture Trustee or the
Holders of Notes evidencing not less than 66 2/3% of the Note Balance (if an
Insurer Default shall have occurred and be continuing) have declared the Notes
to be immediately due and payable in the manner provided in Section 5.2 of the
Indenture. All principal payments on the Class A-4 Notes shall be made pro rata
to the Holders entitled thereto if the Notes have been declared immediately due
and payable.

          Payments of interest on this Class A-4 Note due and payable on any
Distribution Date, together with the installment of principal, if any, due and
payable on such Distribution Date, to the extent not in full payment of this
Class A-4 Note, shall be made by check mailed to the Person whose name appears
as the Holder of this Class A-4 Note (or one or more Predecessor Notes) on the
Note Register as of the close of business on the Record Date preceding such
Distribution Date, except that with respect to Class A-4 Notes registered on the
Record Date in the name of the nominee of the Clearing Agency (initially, such
nominee to be Cede & Co.), payments will be made by wire transfer in immediately
available funds to the account designated by such nominee. Such checks shall be
mailed to the Person entitled thereto at the address of such Person as it
appears on the Note Register as of such Record Date without requiring that this
Class A-4 Note be submitted for notation of payment. Any reduction in the
principal amount of this Class A-4 Note (or any one or more Predecessor Notes)
effected by any payments made on any Distribution Date shall be binding upon all
future Holders of this Class A-4 Note and of any Class A-4 Note issued upon the
registration of transfer hereof or in exchange hereof or in lieu hereof, whether
or not noted hereon. If funds are expected to be available, as provided in the
Indenture, for payment in full of the then remaining unpaid principal amount of
this Class A-4 Note on a Distribution Date, then the Indenture Trustee, in the
name of and on behalf of the Issuer, shall notify the Person who was the Holder
hereof as of the Record Date preceding such Distribution Date by notice mailed
or transmitted by facsimile prior to such Distribution Date, and the amount then
due and payable shall be payable only upon presentation and surrender of this
Class A-4 Note at the Indenture Trustee's Corporate Trust Office or at the

                                      A4-4

<PAGE>

office of the Indenture Trustee's agent appointed for such purposes located in
New York, New York.

          The Issuer shall pay interest on overdue installments of interest at
the Class A-4 Rate to the extent lawful.

          As provided in the Indenture, the Notes may be redeemed, in whole but
not in part, in the manner and to the extent described in the Indenture and the
Sale and Servicing Agreement.

          As provided in the Indenture, and subject to certain limitations set
forth therein, the transfer of this Class A-4 Note may be registered on the Note
Register upon surrender of this Class A-4 Note for registration of transfer at
the office or agency designated by the Issuer pursuant to the Indenture, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Indenture Trustee duly executed by, the Holder hereof or
such Holder's attorney duly authorized in writing, with such signature
guaranteed by an "eligible guarantor institution" meeting the requirements of
the Note Registrar, and thereupon one or more new Class A-4 Notes in any
authorized denomination and in the same aggregate principal amount will be
issued to the designated transferee or transferees. No service charge will be
charged for any registration of transfer or exchange of this Class A-4 Note, but
the transferor may be required to pay a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any such registration
of transfer or exchange.

          Each Noteholder or Note Owner, by its acceptance of a Note or, in the
case of a Note Owner, a beneficial interest in a Note, covenants and agrees that
no recourse may be taken, directly or indirectly, with respect to the
obligations of the Issuer or the Indenture Trustee on the Notes or under the
Indenture or any certificate or other writing delivered in connection therewith
against (i) the Indenture Trustee or the Owner Trustee, each in its individual
capacity, (ii) any holder of a beneficial interest in the Issuer or (iii) any
partner, owner, beneficiary, agent, officer, director or employee of the
Indenture Trustee or the Owner Trustee, each in its individual capacity, or any
holder of a beneficial interest in the Issuer, the Owner Trustee or the
Indenture Trustee or any successor or assign of the Indenture Trustee or the
Owner Trustee, each in its individual capacity, except as any such Person may
have expressly agreed and except that any such partner, owner or beneficiary
shall be fully liable, to the extent provided by applicable law, for any unpaid
consideration for stock, unpaid capital contribution for stock, unpaid capital
contribution or failure to pay any installment or call owing to such entity.

          Each Noteholder or Note Owner, by its acceptance of a Note or, in the
case of a Note Owner, a beneficial interest in a Note, covenants and agrees that
such Noteholder or Note Owner shall not at any time institute against the
Depositor or the Issuer, or join in any institution against the Depositor or the
Issuer of, any bankruptcy, reorganization, arrangement, insolvency or
liquidation proceedings under any United States federal or state bankruptcy or
similar law in connection with any obligations relating to the Notes, the
Certificates, the Indenture or any of the other Transaction Documents.

          The Issuer has entered into the Indenture and this Class A-4 Note is
issued with the intention that, for federal, state and local income, and
franchise tax purposes, the Notes will

                                      A4-5

<PAGE>

qualify as indebtedness of the Issuer secured by the Trust Estate. Each
Noteholder or Note Owner, by its acceptance of a Note or, in the case of a Note
Owner, a beneficial interest in a Note, agrees to treat the Notes for federal,
state and local income, single business and franchise tax purposes as
indebtedness of the Issuer.

          Prior to the due presentment for registration of transfer of this
Class A-4 Note, the Issuer, the Indenture Trustee and any agent of the Issuer or
the Indenture Trustee may treat the Person in whose name this Class A-4 Note (as
of the day of determination or as of such other date as may be specified in the
Indenture) is registered as the owner hereof for all purposes, whether or not
this Class A-4 Note shall be overdue, and none of the Issuer, the Indenture
Trustee or any such agent shall be affected by notice to the contrary.

          The Indenture permits the Owner Trustee, on behalf of the Issuer, and
the Indenture Trustee, with certain exceptions therein provided, to amend or
waive from time to time certain terms and conditions set forth in the Indenture
without the consent of the Holders of the Notes but with the consent of the
Insurer (if an Insurer Default shall not have occurred and be continuing). The
Indenture also permits the Owner Trustee, on behalf of the Issuer, and the
Indenture Trustee, with certain exceptions as therein provided, to amend or
waive from time to time certain terms and conditions set forth in the Indenture
with the consent of the Insurer (if an Insurer Default shall not have occurred
and be continuing) and the Holders of Notes evidencing not less than 51% of the
Note Balance. The Indenture also permits the Insurer (if an Insurer Default
shall not have occurred and be continuing) or the Holders of Notes evidencing
not less than 51% of the Note Balance, with the consent of the Insurer (if an
Insurer Default shall not have occurred and be continuing), on behalf of the
Holders of all the Notes, to waive compliance by the Issuer with certain
provisions of the Indenture and certain past defaults under the Indenture and
their consequences. Any such consent or waiver by the Insurer, the Holders of
51% of the Note Balance, or the Holder of this Class A-4 Note (or any one or
more Predecessor Notes) shall be conclusive and binding on such Holder and on
all future Holders of this Class A-4 Note and of any Class A-4 Note issued upon
the registration of transfer hereof or in exchange hereof or in lieu hereof
whether or not notation of such consent or waiver is made upon this Class A-4
Note.

          The term "Issuer", as used in this Note, includes any successor to the
Issuer under the Indenture.

          The Indenture permits the Issuer, under certain circumstances, to
consolidate or merge with or into another Person, subject to the rights of the
Indenture Trustee and the Holders of Notes under the Indenture.

          The Notes are issuable only in registered form in denominations as
provided in the Indenture, subject to certain limitations therein set forth.

          This Class A-4 Note and the Indenture shall be governed by, and
construed in accordance with, the laws of the State of New York, and the
obligations, rights and remedies of the parties hereunder and thereunder shall
be determined in accordance with such laws.

                                      A4-6

<PAGE>

          No reference herein to the Indenture, and no provision of this Note or
of the Indenture, shall alter or impair the obligation of the Issuer, which is
absolute and unconditional, to pay the principal of and interest on this Class
A-4 Note at the times, place and rate, and in the coin or currency, herein
prescribed.

          Anything herein to the contrary notwithstanding, except as expressly
provided in the Transaction Documents, none of [____________________], in its
individual capacity, [____________________], in its individual capacity, any
holder of a beneficial interest in the Issuer, or any of their respective
partners, beneficiaries, agents, officers, directors, employees or successors or
assigns shall be personally liable for, nor shall recourse be had to any of them
for, the payment of principal of or interest on this Class A-4 Note or the
performance of, or omission to perform, any of the covenants, obligations or
indemnifications contained in the Indenture. The Holder of this Note, by its
acceptance hereof, agrees that, except as expressly provided in the Transaction
Documents, in the case of an Event of Default under the Indenture, the Holder
shall have no claim against any of the foregoing for any deficiency, loss or
claim resulting therefrom; provided, however, that nothing contained herein
shall be taken to prevent recourse to, or enforcement against, the assets of the
Issuer for any and all liabilities, obligations and undertakings contained in
the Indenture or in this Class A-4 Note.


                                      A4-7

<PAGE>

                                   ASSIGNMENT


SOCIAL SECURITY NUMBER
OR OTHER IDENTIFICATION
NUMBER OF ASSIGNEE: _________________


          FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto _________________________________________________________________

________________________________________________________________________________

                         (name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes
and appoints ________________________, attorney, to transfer said Note on the
Note Register, with full power of substitution in the premises.

Dated:

                                          ____________________________________*/

                                          Signature Guaranteed:

                                          ____________________________________*/


*/   NOTICE: The signature to this assignment must correspond with the name of
     the registered owner as it appears on the face of the within Note in every
     particular, without alteration, enlargement or any change whatsoever. Such
     signature must be guaranteed by an "eligible guarantor institution" meeting
     the requirements of the Note Registrar.

                                      A4-8

<PAGE>

                                    Exhibit B
                          Form of Opinion of Counsel
                          --------------------------

                                 [SEE ATTACHED]


                                       B-1