S-3

As filed with the Securities and Exchange Commission on June 17, 2011

Registration Statement No. 333-            

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

CARMAX AUTO FUNDING LLC

(Depositor for the Trusts described herein)

(Exact Name of Registrant as Specified in its Charter)

Delaware	6189	01-0794037
(State or other jurisdiction of incorporation or organization)	(Primary SIC Code Number)	(I.R.S. Employer Identification No.)

12800 Tuckahoe Creek Parkway, Suite 400

Richmond, Virginia 23238

(804) 935-4512

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Keith D. Browning

President

CarMax Auto Funding LLC

12800 Tuckahoe Creek Parkway, Suite 400

Richmond, Virginia 23238

(804) 935-4512

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Peter E. Kane, Esq. McGuireWoods LLP 901 East Cary Street Richmond, Virginia 23219 (804) 775-1000 Dale W. Lum, Esq. Sidley Austin LLP 555 California Street Suite 2000 San Francisco, California 94104 (415) 772-1200

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

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

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

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

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

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ¨

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ¨

Indicate by check mark weather the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (check one):

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	x	Smaller reporting company	¨

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price Per Unit(1)	Proposed Maximum Aggregate Offering Price(1)	Amount of Registration Fee(2)
Asset Backed Notes	$1,000,000	100%	$1,000,000	$116.10

(1) Estimated solely for the purpose of calculating the registration fee.

(2) Calculated pursuant to Rule 457(a) of the Securities Act of 1933.

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

The information in this Prospectus is not complete and may be changed. We may not sell these securities until the Registration Statement filed with the Securities and Exchange Commission is effective. This Prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion, dated [                    ], 20[    ]

PROSPECTUS SUPPLEMENT

(To Prospectus dated [            ], 20[    ])

$[                ]

CarMax Auto Owner Trust 20[    ]-[    ]

Issuing Entity

[The issuing entity expects to issue fixed rate notes only, however, reserves the right to issue floating rate notes.]

	Initial Principal  Amount	Interest  Rate(1)		Final Scheduled Payment Date
Class A-1 Asset Backed Notes	$		%
Class A-2 Asset Backed Notes	$		%
Class A-3 Asset Backed Notes	$		%
Class A-4 Asset Backed Notes	$		%
Class B Asset Backed Notes	$		%
Class C Asset Backed Notes	$		%
[Class D Asset Backed Notes]	$		%

[(1)] [The interest rate for each class of notes will be a fixed rate, a floating rate or combination of a fixed rate and a floating rate if that class has both a fixed rate tranche and a floating rate tranche. If the interest rate is a floating rate, the rate will be based on LIBOR. If the issuing entity issues any floating rate notes, it will enter into a corresponding interest rate swap transaction with respect to each class or tranche of floating rate notes with the swap counterparty.]

CarMax Business Services, LLC Sponsor and Servicer   CarMax Auto Funding LLC Depositor

You should carefully read the risk factors beginning on page S-16 of this prospectus supplement and on page 6 of the prospectus.

The notes are asset backed securities. The notes will be obligations of the issuing entity only and will not be obligations of or interests in CarMax, Inc., CarMax Business Services, LLC, CarMax Auto Funding LLC or any of their affiliates. Neither the notes nor the receivables are insured or guaranteed by any government agency.

This prospectus supplement may be used to offer and sell the offered notes only if accompanied by the prospectus.

The following classes of notes are offered pursuant to this prospectus supplement.

	Price		Underwriting Discounts		Net Proceeds to the Depositor
Class A-1 Asset Backed Notes	$	(        %)	$	(        %)	$	(        %)
Class A-2 Asset Backed Notes	$	(        %)	$	(        %)	$	(        %)
Class A-3 Asset Backed Notes	$	(        %)	$	(        %)	$	(        %)
Class A-4 Asset Backed Notes	$	(        %)	$	(        %)	$	(        %)
Class B Asset Backed Notes	$	(        %)	$	(        %)	$	(        %)
Class C Asset Backed Notes	$	(        %)	$	(        %)	$	(        %)
[Class D Asset Backed Notes]	$	(        %)	$	(        %)	$	(        %)
Total	$		$		$

(1) The net proceeds to the depositor exclude expenses, estimated at $[            ].

The notes are payable solely from the assets of the issuing entity, which consist primarily of a pool of motor vehicle retail installment sale contracts.

The trust will pay interest and principal on the notes monthly on the 15^th day of each month or, if the 15^th day is not a business day, on the next business day, beginning [            ], 20[    ]. The price of the notes will also include accrued interest, if any, from the date of initial issuance.

The trust generally will pay principal sequentially to each class of notes in order of seniority (starting with the class A-1 notes) until each class is paid in full.

The credit enhancement for the notes will be subordination, overcollateralization, a reserve account and excess collections on the receivables.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined that this prospectus supplement or the prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

Delivery of the notes, in book-entry form only, will be made through The Depository Trust Company against payment in immediately available funds, on or about [            ], 20[    ].

Joint Bookrunners

[                ]		[                ]
Co-Managers
[                ]	[                ]	[                ]

The date of this Prospectus Supplement is             , 20[    ].

TABLE OF CONTENTS

	Page
Reading this Prospectus Supplement and the Prospectus		S-3
Forward–Looking Statements		S-3
Transaction Overview		S-4
Summary of the Notes and the Transaction Structure		S-5
Risk Factors		S-16
The Transaction Parties		S-23
The Sponsor		S-23
The Depositor and Seller		S-23
The Issuing Entity		S-23
The Servicer		S-24
[The Backup Servicer]		S-25
The Owner Trustee		S-26
The Delaware Trustee		S-26
The Indenture Trustee		S-26
[The Swap Counterparty]		S-27
CarMax		S-28
General		S-28
CarMax Auto Finance		S-29
Delinquency, Credit Loss and Recovery Information		S-29
Static Pool Information About Previous Securitizations		S-31
[Repurchase History]		S-31
The Receivables		S-32
Criteria Applicable to Selection of Receivables		S-32
[Exceptions to Underwriting Criteria]		S-33
Characteristics of the Receivables		S-33
Maturity and Prepayment Considerations		S-38
Weighted Average Lives of the Notes		S-38
Use of Proceeds		S-44
Computing Your Portion of the Outstanding Principal Amount of the Notes		S-44
Description of the Notes		S-44
Note Registration		S-44
Payments of Interest		S-44
Payments of Principal		S-46
Credit Enhancement		S-47
Optional Prepayment		S-49
Controlling Class		S-49

	Page
Application of Available Funds		S-49
Sources of Available Funds		S-49
Priority of Distributions (Pre-Acceleration)		S-49
Priority of Distributions (Post-Acceleration)		S-52
Transaction Fees and Expenses		S-55
Monthly Investor Reports		S-55
The Sale and Servicing Agreement		S-57
Servicing the Receivables		S-57
Accounts		S-57
Advances		S-57
Servicing Compensation and Expenses		S-57
Optional Purchase of Receivables		S-57
Deposits to the Collection Account		S-58
Servicer Will Provide Information to Indenture Trustee		S-58
Evidence as to Compliance		S-59
Events of Servicing Termination		S-59
Rights Upon Event of Servicing Termination		S-59
[Replacement of Backup Servicer]		S-59
The Indenture		S-59
Rights Upon Event of Default		S-60
Replacement of Indenture Trustee		S-60
Satisfaction and Discharge of Indenture		S-60
[The Interest Rate Swap]		S-60
[The Swap Counterparty]		S-61
[Swap Agreement Significance Percentage]		S-62
Material Federal Income Tax Consequences		S-62
ERISA Considerations		S-62
Underwriting		S-64
Affiliations and Certain Relationships and Related Transactions		S-67
Ratings of the Notes		S-67
Legal Proceedings		S-67
Legal Opinions		S-67
Glossary of Terms		S-68
Annex I—Static Pool Information		A-I-1

S-2

READING THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS

This prospectus supplement and the prospectus provide information about the issuing entity, CarMax Auto Owner Trust 20[    ]-[    ], and the terms and conditions that apply to the Notes to be issued by the issuing entity. We provide information in two documents that offer varying levels of detail:

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

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

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

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

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

FORWARD-LOOKING STATEMENTS

Any projections, expectations and estimates contained in this prospectus supplement are not purely historical in nature but are forward-looking statements based upon information and certain assumptions CarMax Business Services and the depositor consider reasonable, are subject to uncertainties as to circumstances and events that have not as yet taken place and are subject to material variation. Neither CarMax Business Services nor the depositor has any obligation to update or otherwise revise any forward-looking statements including changes in economic conditions, portfolio or asset pool performance or other circumstances or developments that may arise after the date of this prospectus supplement.

S-3

TRANSACTION OVERVIEW

The following diagram identifies the transaction parties and the principal transaction documents. A form of each of these principal documents has been filed as an exhibit to the registration statement that includes the prospectus.

¹  The trust agreement will create the trust as a Delaware statutory trust, establish the terms of the certificates, provide for the issuance of the certificates to the depositor, direct how payments are to be made on the certificates, establish the rights of the certificateholders and establish the rights and duties of the owner trustee.

²  The receivables purchase agreement will transfer the receivables from the sponsor to the depositor, contain representations and warranties of the sponsor concerning the receivables and require the sponsor to repurchase receivables as to which certain representations and warranties are breached.

³  The sale and servicing agreement will transfer the receivables from the depositor to the trust, contain representations and warranties of the depositor concerning the receivables, require the depositor to repurchase receivables as to which certain representations and warranties are breached, appoint the servicer and [the backup servicer], establish the rights and duties of the servicer and [the backup servicer], require the servicer to purchase receivables as to which certain servicing covenants are breached and provide for compensation of the servicer and [the backup servicer].

⁴  The interest rate swap will provide for the making of fixed rate interest payments by the trust and floating rate interest payments by the swap counterparty.

⁵  The underwriting agreement will provide for the sale of the offered notes by the depositor to the underwriters and the offer of the offered notes by the underwriters to investors.

⁶  The indenture will provide for the pledge of the receivables by the trust to the indenture trustee, establish the terms of the notes, provide for the issuance of the notes to the depositor, direct how payments are to be made on the notes, establish the rights of the noteholders and establish the rights and duties of the indenture trustee.

S-4

SUMMARY OF THE NOTES AND THE TRANSACTION STRUCTURE

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

Transaction Overview

CarMax Business Services, LLC will sell to CarMax Auto Funding LLC a pool of receivables consisting of motor vehicle retail installment sale contracts originated by certain affiliates of CarMax Business Services. CarMax Funding will sell the receivables to the trust in exchange for the notes and the certificates. CarMax Funding will use the net proceeds from the sale of the offered notes to pay CarMax Business Services for the receivables. The trust will rely upon collections on or in respect of the receivables and the funds on deposit in certain accounts to make payments on the notes. The trust will be solely liable for the payment of the notes. The notes will be obligations of the trust secured by the assets of the trust. The notes will not represent interests in or obligations of CarMax, Inc., CarMax Business Services, CarMax Funding or any other person or entity other than the trust. Neither the notes nor the receivables are insured or guaranteed by any government agency.

Transaction Parties

Sponsor and Servicer

CarMax Business Services, LLC is the sponsor of this securitization transaction and will service the receivables on behalf of the trust. CarMax Business Services’s principal executive offices are located at 12800 Tuckahoe Creek Parkway, Richmond, Virginia 23238, and its telephone number is (804) 747-0422.

Depositor and Seller

CarMax Auto Funding LLC will be the depositor for this securitization transaction. CarMax Funding’s principal executive offices are located at 12800 Tuckahoe Creek Parkway, Suite 400, Richmond, Virginia 23238, and its telephone number is (804) 935-4512.

Issuing Entity or Trust

CarMax Auto Owner Trust 20[    ]-[    ] will be the issuing entity for this securitization transaction. The trust will be governed by an amended and restated trust agreement, dated as of [                    ], 20[    ], among CarMax Funding, BNY Mellon Trust of Delaware, as Delaware trustee, and The Bank of New York Mellon, as owner trustee.

Administrator

CarMax Business Services will act as administrator of the trust.

Owner Trustee

The Bank of New York Mellon will act as owner trustee of the trust.

Delaware Trustee

BNY Mellon Trust of Delaware will act as Delaware trustee of the trust.

Indenture Trustee [and Backup Servicer]

Wells Fargo Bank, National Association will act as indenture trustee with respect to the notes [and will act as backup servicer pursuant to the sale and servicing agreement.]

[Swap Counterparty]

[The issuing entity expects to issue fixed rate classes of notes only, however, the issuing entity retains the right, in its sole discretion, to issue floating rate classes or tranches of notes in addition to the fixed rate classes or tranches of notes. If any floating rate classes or tranches of notes are issued,          will be the swap counterparty.]

S-5

Terms of the Notes

The following classes of notes are being offered by this prospectus supplement:

Note Class	Aggregate Principal Amount	Interest Rate Per Annum
A-1	$		%
A-2	$		%
A-3	$		%
A-4	$		%
B	$		%
C	$		%
[D]	$		%

[The interest rate for each class of notes will be a fixed rate, a floating rate or a combination of a fixed rate and a floating rate if that class has both a fixed rate tranche and a floating rate tranche. For example, the class A-2 notes may be divided into a fixed rate tranche and a floating rate tranche, in which case the class A-2a notes will be fixed rate notes and a class A-2b notes will be a floating rate notes. If the interest rate is a floating rate, the rate will be based on LIBOR. We refer in this prospectus supplement to notes that bear interest at a fixed rate as “fixed rate notes” and to notes that bear interest at a floating rate as “floating rate notes.”]

[For each class or tranche of floating rate notes, the trust will enter into a corresponding interest rate swap transaction with the swap counterparty.]

The notes will represent obligations of the trust secured by the assets of the trust. Each class of notes with a lower alphabetical designation will be subordinated to each other class of notes with a higher alphabetical designation (i.e., A is higher than B, B is higher than C [and C is higher than D]). The notes will bear interest at the rates set forth above and calculated in the manner described below under “Interest Accrual”.

Terms of the Certificates

The trust will issue the CarMax Auto Owner Trust 20[    ]-[    ] certificates to CarMax Funding. The certificates are not being offered by this prospectus supplement. The certificates will not bear interest and all payments in respect of the certificates will be subordinated to payments on the notes. The certificates generally will evidence the residual interest in the trust and the right to receive any excess amounts not needed on any distribution date to pay the servicing fee and certain expenses of the servicer, make required payments [to the swap counterparty and] on the notes or make deposits into the reserve account.

Investment in the Notes

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

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

Statistical Calculation Date

The statistical calculation date is the close of business on [                        ], 20[    ]. This is the date used in preparing the statistical information presented in this prospectus supplement. As of this date, the aggregate outstanding principal balance of the receivables was $[            ]. The receivables transferred to the trust on the closing date will have an aggregate principal balance of not less than $[            ] as of the cutoff date.

Cutoff Date

The cutoff date is the close of business on or about [                    ], 20[    ].

Closing Date

The closing date will be on or about [                    ], 20[    ].

Distribution Dates

The 15^th day of each month (or, if the 15^th day is not a business day, the next succeeding business day). The first distribution date will be [                    ], 20[    ].

Record Dates

On each distribution date, the trust will make payments to the holders of the notes as of the related record date. The record dates will be the business day

S-6

preceding each distribution date or, if the notes have been issued in fully registered, certificated form, the last business day of the preceding month.

Minimum Denominations

The notes will be issued in minimum denominations of $[5,000] and integral multiples of $[1,000] in excess of $[5,000], [except that notes in respect of which the issue proceeds are to be received by the trust in the United Kingdom and which have a maturity of less than one year from the closing date will only be issued if:

• the denomination of each such note is not less than £100,000 or an equivalent amount in United States dollars; and

• such notes are issued to a limited class of professional investors.]

For a more detailed description of the offer and sale of the notes, see “Underwriting” in this prospectus supplement.

Interest Rates

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

Interest Accrual

Class A-1 Notes [and Floating Rate Notes]

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

[Fixed Rate] Notes Other Than Class A-1 Notes

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

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

• the outstanding principal amount of a class of notes;

• the interest rate of that class of notes; and

(i) in the case of the class A-1 notes [and floating rate notes], the actual number of days in the interest period divided by 360; or

(ii) in the case of the other classes of notes, 30 (or, in the case of the first distribution date, assuming a closing date of [                    ], 20[    ], [    ]) divided by 360.

Interest Payments

On each distribution date, the trust will not pay interest to a class of notes until all interest due on that distribution date to any class of notes with a higher alphabetical designation has been paid in full. In addition, if the notes have not been accelerated following the occurrence of an event of default under the indenture, the trust will not pay interest to a class of notes until certain principal payments have been made to each class of notes with a higher alphabetical designation. If the notes have been accelerated following the occurrence of certain events of default under the indenture, the trust will not pay interest to a class of notes until each class of notes with a higher alphabetical designation has been paid in full.

On each distribution date, the trust will pay interest to the class A notes without regard to numerical designation. If the amount available on any distribution date to pay interest on the class A notes is less than the interest due on the class A notes on that distribution date, the trust will pay the available amount to the class A notes pro rata (based on the aggregate amount of interest due on each class of class A notes).

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

Principal Payments

On each distribution date, unless the notes have been accelerated following the occurrence of an event of default under the indenture, from the amounts allocated to the holders of the notes to pay principal described in clauses (5), (7), (9), (11) and (13) under

S-7

“—Priority of Distributions (Pre-Acceleration)”, the trust will pay principal of the notes in the following order of priority:

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

(2) to the class A-2 notes until they have been paid in full;

(3) to the class A-3 notes until they have been paid in full;

(4) to the class A-4 notes until they have been paid in full;

(5) to the class B notes until they have been paid in full;

(6) to the class C notes until they have been paid in full; and

[(7)] [to the class D notes until they have been paid in full.]

[If a class is split into a fixed rate tranche and a floating rate tranche, that class will be treated as a single class for the purpose of principal payments.]

If the notes have been accelerated following the occurrence of an event of default under the indenture, the trust will pay principal of the notes as described in “Application of Available Funds—Priority of Distributions (Post-Acceleration)”.

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

Note Class	Final Scheduled Distribution Date
A-1
A-2
A-3
A-4
B
C
[D]

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

Priority of Distributions (Pre-Acceleration)

On each distribution date, unless the notes have been accelerated following the occurrence of an event of default under the indenture, from amounts received on or with respect to the receivables during the related collection period, [the net amount, if any, received by the trust under the interest rate swap for that distribution date] and amounts withdrawn from the reserve account, the trust will pay the following amounts in the following order of priority:

(1) the servicing fee for the related collection period plus any overdue servicing fees for prior collection periods plus any nonrecoverable servicer advances not previously reimbursed will be paid to the servicer, the backup servicer or any other successor servicer, as applicable;

(2) the backup servicer fee for the related collection period plus any overdue backup servicer fees for prior collection periods plus any unpaid indemnity amounts due to the backup servicer plus, if the backup servicer has replaced CarMax Business Services as servicer, any unpaid transition expenses due in respect of the transfer of servicing to the backup servicer will be paid to the backup servicer, provided that the aggregate amount of such indemnity amounts and transition expenses paid pursuant to this clause (2) shall not exceed $175,000;

[(3)] [the monthly swap payment amount will be paid to the swap counterparty;]

(4) [pro rata,] interest on the class A notes will be paid to the holders of notes of that class [and any senior swap termination payment amounts owed by the trust will be paid to the swap counterparty];

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

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

(7) principal of the notes in an amount equal to the amount by which the sum of the aggregate

S-8

principal amount of the class A notes and the class B notes exceeds the aggregate outstanding principal balance of the receivables as of the last day of the related collection period less any amounts allocated to pay principal of the notes under clause (5) above will be paid to the holders of notes of those classes, as applicable;

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

(9) principal of the notes in an amount equal to the amount by which the sum of the aggregate principal amount of the class A notes, the class B notes and the class C notes exceeds the aggregate outstanding principal balance of the receivables as of the last day of the related collection period less any amounts allocated to pay principal of the notes under clauses (5) and (7) above will be paid to the holders of notes of those classes, as applicable;

[(10)] [interest on the class D notes will be paid to the holders of notes of that class;]

[(11)] [principal of the notes in an amount equal to the amount by which the sum of the aggregate principal amount of the class A notes, the class B notes, the class C notes and the class D notes exceeds the aggregate outstanding principal balance of the receivables as of the last day of the related collection period less any amounts allocated to pay principal of the notes under clauses (5), (7) and (9) above will be paid to the noteholders;]

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

(13) principal of the notes in an amount equal to the lesser of the aggregate principal amount of the notes and the amount by which the sum of the aggregate principal amount of the notes and the overcollateralization target amount for that distribution date, described under “—Credit Enhancement—Overcollateralization”, exceeds the aggregate outstanding principal balance of the receivables as of the last day of the related collection period less any amounts allocated to pay principal of the notes under clauses (5), (7), (9) and (11) above will be paid to the noteholders;

(14) if the backup servicer or any other successor servicer has replaced CarMax Business Services as servicer, any unpaid transition expenses due in respect of the transfer of servicing to the backup servicer that are in excess of the related cap described under clause (2) above plus any unpaid transition expenses due in respect of the transfer of servicing to any other successor servicer plus any additional servicing fees for the related collection period will be paid to the backup servicer or other successor servicer, as applicable;

(15) any unpaid indemnity amounts due to the backup servicer that are in excess of the related cap described under clause (2) above will be paid to the backup servicer;

[(16)] [any subordinate swap termination payment amounts will be paid to the swap counterparty; and]

(17) unless the notes have been accelerated following the occurrence of an event of default under the indenture, any remaining amounts will be paid to the holders of the certificates.

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

For a more detailed description of the priority of distributions and the allocation of funds on each distribution date prior to acceleration of the notes, see “Application of Available Funds—Priority of Distributions (Pre-Acceleration)”.

Events of Default, Acceleration and Priority of Distributions (Post-Acceleration)

Each of the following will constitute an event of default under the indenture:

• a default in the payment of interest on any note of the controlling class for five or more business days;

• a default in the payment of principal of any note on the related final scheduled distribution date;

S-9

• a default in the observance or performance of any other material covenant or agreement of the trust made in the indenture, not cured for a period of 60 days after written notice;

• any representation or warranty made by the trust having been incorrect in any material respect as of the time made, not cured for a period of 30 days after written notice; and

• certain events of bankruptcy, insolvency, receivership or liquidation of the trust or its property.

Following the occurrence of an event of default, the indenture trustee or the holders of notes evidencing not less than 51% of the controlling class may accelerate the notes.

If the notes have been accelerated following the occurrence of an event of default under the indenture, the priority of distributions will change as described in “Application of Available Funds—Priority of Distributions (Post-Acceleration)”.

For a more detailed description of events of default and the rights of noteholders, see “Description of the Indenture—Events of Default” and “—Rights Upon Event of Default” in the prospectus and “The Indenture—Rights Upon Event of Default” in this prospectus supplement. For a more detailed description of the priority of distributions and the allocation of funds on each distribution date following acceleration of the notes, see “Application of Available Funds—Priority of Distributions (Post-Acceleration)” in this prospectus supplement.

Credit Enhancement

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

Subordination of the Class B Notes, the Class C Notes [and the Class D Notes]

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

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

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

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

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

Overcollateralization

Overcollateralization represents the amount by which the aggregate outstanding principal balance of the receivables exceeds the aggregate principal amount of the notes. Overcollateralization will be available to absorb losses on the receivables that are not otherwise covered by excess collections on or in respect of the receivables, if any. It is expected that the initial amount of overcollateralization will be less than $100. The application of funds as described in clause (13) of “—Priority of Distributions (Pre-Acceleration)” is designed to increase over time the amount of overcollateralization as of any distribution date to a target amount. The amount of target overcollateralization will be determined based on, among other things, interest rates as of the date of this prospectus supplement but will be the greater of (a) not less than [    ]% of the aggregate outstanding principal balance of the receivables as of the last day of the related collection period and (b) [    ]% of the aggregate outstanding principal balance of the receivables as of the cutoff date. However, if:

• the overcollateralization reduction test is met on the [            ] 20[    ] distribution date, the percentage in clause (a) will be reduced to [    ]% and the percentage in clause (b) will be reduced to [    ]% on that distribution date and will remain at these percentages for each following distribution date; or

• the overcollateralization reduction test is met on the [            ] 20[    ] distribution date, the percentage in clause (a) will be reduced to

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[    ]% and the percentage in clause (b) will be reduced to [    ]% on that distribution date (regardless of whether the overcollateralization reduction test was met on the [            ] 20[    ] distribution date) and will remain at these percentages for each following distribution date.

Overcollateralization will be effected by paying an amount of principal on the notes on the first several distribution dates after the closing date that is greater than the principal of the receivables paid by obligors during that time.

Excess Collections

Excess collections are generally the excess of interest collections on the receivables over the various fees and expenses of the trust, including the servicing fee, the backup servicer fee, interest payments on the notes [and any amounts due to the swap counterparty under the interest rate swap]. Any excess collections will be applied on each distribution date to make principal payments on the most senior class of notes to the extent necessary to reach the targeted amount of overcollateralization.

For a more detailed description of the use of excess collections as credit enhancement for the notes, see “Description of the Notes—Credit Enhancement—Excess Collections”.

Reserve Account

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

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

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

Amounts on deposit in the reserve account will be available to pay shortfalls in the monthly servicing fee, the monthly backup servicer fee, [monthly swap payment amounts] interest, [senior swap termination payment amounts] and certain principal payments required to be paid on the notes and may be used to reduce the principal amount of a class of notes to zero on or after its final scheduled distribution date. On each distribution date, the indenture trustee will withdraw funds from the reserve account, up to the amount on deposit in the reserve account, to the extent needed to make the following payments:

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

• to the backup servicer, the backup servicer fee for the related collection period plus any overdue backup servicer fees for one or more prior collection periods plus, subject to an aggregate cap of $175,000, any unpaid indemnity amounts due to the backup servicer and any unpaid transition expenses due in respect of the transfer of servicing to the backup servicer;

• [to the swap counterparty, the monthly swap payment amount and any senior swap termination payment amount; and]

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

The amount required to be on deposit in the reserve account on any distribution date will equal the lesser of:

• $[            ]; and

• the aggregate principal amount of the notes;

provided, however, that the required amount will be zero if the aggregate outstanding principal balance of the receivables as of the last day of the related collection period is zero. If the amount on deposit in

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the reserve account on any distribution date exceeds the amount required to be on deposit in the reserve account on that distribution date, after giving effect to all required deposits to and withdrawals from the reserve account on that distribution date, the excess, first, will be applied to fund any deficiency in the amounts described in clauses (13), (14), (15) or (16) under “—Priority of Distributions (Pre-Acceleration)” on that distribution date and, second, will be paid to the certificateholders.

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

Optional Prepayment

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

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

Property of the Trust

The property of the trust will include the following:

• a pool of simple interest retail installment sale contracts originated by certain affiliates of CarMax Business Services in the ordinary course of business in connection with the sale of new and used motor vehicles;

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

• security interests in the vehicles financed under the receivables;

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

• the receivable files;

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

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

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

• [net amounts, if any, received by the trust and all rights under the interest rate swap; and]

• any and all proceeds relating to the above.

Receivables

Summary characteristics of the receivables as of the statistical calculation date:

Pool Balance	$[	]
Number of Receivables	[	]
New motor vehicles at origination(1)	[	]%
Used motor vehicles at origination(1)	[	]%
Average principal balance	$[	]
Weighted average contract rate	[	]%
Weighted average remaining term	[            ] months
Weighted average original term	[            ] months
Weighted average FICO® score(2)	[	]

(1) As a percentage of the pool balance as of the statistical calculation date.

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(2) Reflects only receivables with obligors that have a FICO score at the time of application. The FICO score with respect to any receivable with co-obligors is calculated as the average of each obligor’s FICO score at the time of application. FICO^® is a federally registered servicemark of Fair Isaac Corporation.

[Exceptions to the Underwriting Criteria]

[Insert information on the nature of any exceptions made to the underwriting criteria, if any, and provide data regarding the number of such receivables that represent an exception to the underwriting criteria in the receivables pool.]

Servicing and Servicer Compensation

The servicer’s responsibilities will include, among other things, collection of payments, realization on the receivables and the financed vehicles, selling or otherwise disposing of delinquent or defaulted receivables and monitoring the performance of the receivables. In return for its services, the trust will be required to pay the servicer, for so long as CarMax Business Services or the backup servicer is the servicer, a servicing fee on each distribution date for the related collection period equal to the product of   ¹/12 of 1.00% and the aggregate outstanding principal balance of the receivables as of the first day of that collection period (or as of the cutoff date in the case of the first distribution date). The servicing fee will be paid from and only to the extent of amounts received on or with respect to the receivables and amounts withdrawn from the reserve account. The servicing fee will be paid prior to all other monthly payment items. If any entity other than CarMax Business Services [or the backup servicer] becomes the servicer, the servicing fee may be adjusted with the consent of the holders of notes evidencing not less than 51% of the controlling class.

Repurchases of Receivables

CarMax Business Services and CarMax Funding will make various representations and warranties about the origination, characteristics and transfer of the receivables. The trust, as assignee of CarMax Funding, will have the right under the receivables purchase agreement to cause CarMax Business Services to repurchase from CarMax Funding receivables affected materially and adversely by breaches of the representations and warranties of CarMax Business Services made in the receivables purchase agreement. The trust will have the right under the sale and servicing agreement to cause CarMax Funding or the servicer, as applicable, to purchase from the trust receivables affected materially and adversely by breaches of the representations and warranties of CarMax Funding or the servicer made in the sale and servicing agreement or by breaches of certain servicing covenants of the servicer made in the sale and servicing agreement.

For a more detailed description of the representations and warranties made about the receivables and the repurchase obligation if these representations and warranties are breached, see “Description of the Receivables Purchase Agreement—Sale and Assignment of Receivables—Representations and Warranties” and “—Repurchase of Receivables” and “Description of the Sale and Servicing Agreement— Sale and Assignment of Receivables—Representations and Warranties” and “—Repurchase of Receivables” in the prospectus. For a more detailed description of the servicer’s purchase obligation for breaches of certain servicing covenants, see “Description of the Sale and Servicing Agreement—Servicing Procedures” in the prospectus and “The Sale and Servicing Agreement—Servicing the Receivables” in this prospectus supplement.

[Interest Rate Swap]

[On the closing date, the trust will enter into an interest rate swap transaction with respect to each class or tranche of floating rate notes pursuant to an interest rate swap agreement with                     , as the swap counterparty, to hedge the trust’s floating rate interest obligations with respect to each class or tranche of floating rate notes.]

[In general, under each interest rate swap transaction, on each distribution date, the swap counterparty will be obligated to make a monthly payment to the trust in an amount equal to the product of:

• a notional amount equal to the outstanding principal amount of the corresponding class or tranche of floating rate notes as of the preceding distribution date or, in the case of the first distribution date, the closing date; and

• a floating interest rate based on LIBOR for the related interest period;

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and the trust will be obligated to make a monthly payment to the swap counterparty in an amount equal to the product of:

• a notional amount equal to the outstanding principal amount of the corresponding class or tranche of floating rate notes as of the preceding distribution date or, in the case of the first distribution date, the closing date; and

• a fixed monthly interest rate on the basis of a 360-day year of twelve 30-day months.]

[The fixed interest rate to be used in calculating the trust’s monthly payments to the swap counterparty under the interest rate swap transaction corresponding to the class              notes will be equal to     % per annum.]

[On each distribution date, the amount that the trust is obligated to pay to the swap counterparty will be netted against the amount that the swap counterparty is obligated to pay to the trust. Only the net amount payable will be due from the trust or the swap counterparty, as applicable. Monthly swap payment amounts payable by the trust will rank higher in priority than interest payments due on the notes.]

[In the event that the swap counterparty’s long-term or short-term ratings cease to be at the levels required by the rating agencies hired by the sponsor to rate the notes, the swap counterparty will be obligated to either assign its rights and obligations under the interest rate swap to another party with the required ratings or post collateral. If the swap counterparty has not taken one of these specified actions within the specified time, the trust may terminate the interest rate swap.]

[For a more detailed description of the interest rate swap, see “The Interest Rate Swap” in this prospectus supplement.]

Controlling Class

Holders of the controlling class will control certain decisions regarding the trust, including whether to declare or waive events of default and events of servicing termination, accelerate the notes, cause a sale of the receivables or direct the indenture trustee to exercise other remedies following an event of default. Holders of notes that are not part of the controlling class will not have these rights.

So long as any class A notes are outstanding, the class A notes will be the controlling class. As a result, holders of the class A notes generally will vote together as a single class under the indenture. Upon payment in full of the class A notes, the class B notes will be the controlling class, and upon payment in full of the class B notes, the class C notes will be the controlling class. Upon payment in full of the class C notes, the class D notes will be the controlling class.

Ratings

The depositor expects that the notes will receive credit ratings from [two] nationally recognized statistical rating organizations hired by the sponsor to rate the notes.

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

Each rating agency rating the notes will monitor its ratings using its normal surveillance procedures. No transaction party will be responsible for monitoring any changes to the ratings of the notes.

For a more detailed description of the ratings of the notes, see “Risk Factors—The ratings of the notes may be withdrawn or lowered, or the notes may receive an unsolicited rating, which may adversely affect your notes” and “Ratings of the Notes” in this prospectus supplement.

Tax Status

Opinions of Counsel

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

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Investor Representations

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

For a more detailed description of the tax consequences of acquiring, holding and disposing of notes, see “Material Federal Income Tax Consequences” in this prospectus supplement and in the prospectus.

ERISA Considerations

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

For a more detailed description of the ERISA considerations applicable to a purchase of the notes, see “ERISA Considerations” in this prospectus supplement and in the prospectus.

[Eligibility for Purchase by Money Market Funds]

[On the closing date, the class A-1 notes will be eligible securities for purchase by money market funds under paragraph (a)(12) of Rule 2a-7 under the Investment Company Act of 1940, as amended. Rule 2a-7 includes additional criteria for investments by money market funds, some of which have recently been amended, including additional requirements relating to portfolio maturity, liquidity and risk diversification. A money market fund purchasing class A-1 notes should consult its legal advisors before making a purchase.]

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RISK FACTORS

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

Some notes have greater risk because they are subordinate to other classes of notes The notes with a lower alphabetical designation are subordinated with respect to interest and principal payments to the notes with a higher alphabetical designation ([the class D notes] are subordinated to the class A notes, the class B notes and the class C notes, the class C notes are subordinated to the class A notes and the class B notes and the class B notes are subordinated to the class A notes). In addition, the class A notes with a higher numerical designation are generally subordinated with respect to principal payments to the class A notes with a lower numerical designation (the class A-4 notes are subordinated to the class A-1, A-2 and A-3 notes, the class A-3 notes are subordinated to the class A-1 and A-2 notes and the class A-2 notes are subordinated to the class A-1 notes). If the notes have been accelerated following the occurrence of an event of default under the indenture, the priority of interest and principal distributions will change. The subordination arrangements could result in delays or reductions in interest or principal payments on classes of notes with lower alphabetical designations or, in the case of the class A notes, higher numerical designations.

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

The targeted amount of overcollateralization may not be reached or maintained The amount of overcollateralization is expected to increase over time to the targeted amount of overcollateralization as excess collections are applied to make principal payments on the notes in an amount greater than the decrease in the receivables balance. There can be no assurance, however, that the targeted amount of overcollateralization will be reached or maintained or that the receivables will generate sufficient collections to pay the notes in full.

See “Description of the Notes—Credit Enhancement—Overcollateralization” in this prospectus supplement for a further discussion of overcollateralization.

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The amount on deposit in the reserve account may not be sufficient to assure payment of your notes The amount on deposit in the reserve account will be used to fund the payment of the monthly servicing fee, [the monthly backup servicer fee], [the monthly swap payment amount], monthly interest, [senior swap termination payment amounts] and certain distributions of principal to noteholders on each distribution date if payments received on or in respect of the receivables, including amounts recovered in connection with the repossession and sale of financed vehicles that secure defaulted receivables, [and net amounts, if any, received by the trust under the interest rate swap] are not sufficient to make that payment. There can be no assurance, however, that the amount on deposit in the reserve account will be sufficient on any distribution date to assure payment of your notes. If the receivables experience higher losses than were projected in determining the amount required to be on deposit in the reserve account, the amount on deposit in the reserve account may be less than projected. If receivable payments, including any amounts allocable to overcollateralization, [net amounts, if any, received by the trust under the interest rate swap] and the amount on deposit in the reserve account are not sufficient on any distribution date to pay in full the monthly interest and certain distributions of principal due on that distribution date, you may experience payment delays with respect to your notes. If the amount of that insufficiency is not offset by excess collections on or in respect of the receivables on subsequent distribution dates, you may experience losses with respect to your notes.

See “Description of the Notes—Credit Enhancement—Reserve Account” in this prospectus supplement for a further discussion of the reserve account.

You may suffer losses if the receivables are sold following an indenture event of default If the notes have been accelerated following the occurrence of an event of default under the indenture and the indenture trustee determines that the future collections on the receivables would be insufficient to make payments on the notes, the indenture trustee, acting at the direction of the holders of 66 2/3% of the aggregate principal amount of the controlling class (which will be the class of outstanding notes with the highest alphabetical designation), may sell the receivables and prepay the notes. If the proceeds from the sale of the receivables are insufficient to pay the full principal amount of your notes, you may experience losses with respect to your notes. If principal is repaid to you earlier than expected, you may not be able to reinvest the prepaid amount at a rate of return that is equal to or greater than the rate of return on your notes.

See “Description of the Indenture—Events of Default” in the prospectus and “The Indenture—Rights Upon Event of Default” and “Application of Available Funds—Priority of Distributions (Post-Acceleration)” in this prospectus supplement for a further discussion of events of default and the rights of the noteholders following an event of default.

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You may suffer losses because you have limited control over actions of the trust and conflicts between classes of notes may occur If an event of default under the indenture has occurred, the indenture trustee may, and at the direction of a specified percentage of the controlling class (which will be the class of outstanding notes with the highest alphabetical designation) will, take one or more of the actions specified in the indenture relating to the property of the trust. In addition, the holders of a majority of the controlling class, or the indenture trustee acting on behalf of the holders of the controlling class, under certain circumstances, has the right to waive events of servicing termination or to terminate the servicer. The interests of the controlling class may differ from the interests of the other classes of notes, and the holders of the controlling class will not be required to consider the effect of its actions on the holders of the other classes of notes.

The holders of the class B notes, and upon payment in full of such notes, the holders of the class C notes, and upon payment in full of such notes, [the holders of the class D notes,] will have only limited rights to direct remedies under the indenture and will not have the ability to waive events of servicing termination or to terminate the servicer until each class of notes with a higher alphabetical designation has been paid in full.

See “Description of the Sale and Servicing Agreement—Events of Servicing Termination”, “—Rights Upon Event of Servicing Termination” and “—Waiver of Past Events of Servicing Termination” in the prospectus for a further discussion of the rights of the noteholders with respect to events of servicing termination.

Geographic concentration may result in more risk to you The servicer’s records indicate that receivables related to obligors with mailing addresses in the following states constituted more than 10% of the aggregate outstanding principal balance of the receivables as of the close of business on [                    ], 20[    ]:

	Percentage of Pool Balance
[State]		[    ]%
[State]		[    ]%
[State]		[    ]%

If one or more of these states experience adverse economic changes, such as an increase in the unemployment rate, an increase in interest rates or an increase in the rate of inflation, obligors in those states may be unable to make timely payments on their receivables and you may experience payment delays or losses on your notes. We cannot predict, for any state or region, whether adverse economic changes or other adverse events will occur or to what extent those events would affect the receivables or repayment of your notes.

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[To Be Inserted: For any one state or other geographic region where 10% or more of the Receivables are or will be located, description of any economic or other factors specific to such state or region that may materially impact the Receivables or related cash flows.]

[To Be Inserted: For any other material concentration of Receivables, description of any economic or other factors specific to that concentration that may materially impact the Receivables or related cash flows.]

Economic developments may adversely affect the performance and market value of your notes The United States has experienced a period of economic slowdown that may adversely affect the performance and market value of your notes. This period has been accompanied by elevated unemployment, decreases in home values, increased mortgage and consumer loan delinquencies and defaults and a lack of availability of consumer credit, which may lead to increased default rates on the receivables. Delinquencies and losses with respect to motor vehicle receivables generally increased during this period and may increase again in the future. In addition, this period has been accompanied by decreased consumer demand for motor vehicles and an increase in the inventory of used motor vehicles, which may depress the price at which repossessed motor vehicles may be sold or delay the timing of those sales. If the default rate on the receivables increases and the price at which the related vehicles may be sold declines, you may experience losses with respect to your notes.

While certain economic factors have improved recently, other factors have not yet improved. If the economic slowdown worsens or continues for a prolonged period of time, delinquencies and losses with respect to motor vehicle receivables could increase again.

For more information regarding delinquency and loss experience of CarMax Business Services pertaining to certain motor vehicle receivables, see “CarMax—Delinquency, Credit Loss and Recovery Information” and “—Static Pool Information About Previous Securitizations” in this prospectus supplement.

Lack of liquidity in the secondary market may adversely affect your notes The secondary market for asset-backed securities may experience reduced liquidity. Any period of illiquidity may continue and even worsen and may adversely affect the market value of your notes.

See “Risk Factors—You may have difficulty selling your notes or obtaining your desired sale price” in the prospectus.

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Actions taken by domestic-based automotive manufacturers may adversely affect your notes Adverse conditions affecting one or more domestic-based automotive manufacturers may impact your notes. The period of economic slowdown has adversely affected the financial condition and business prospects of these manufacturers. Certain actions that these manufacturers may take or have taken, such as General Motors’ elimination of its Saturn and Pontiac brands, may adversely affect consumer demand for and values of used motor vehicles produced by these manufacturers, which may depress the price at which repossessed motor vehicles may be sold or delay the timing of those sales. If the prices at which the related vehicles may be sold decline, you may experience losses with respect to your notes.

The ratings of the notes may be withdrawn or lowered, or the notes may receive an unsolicited rating, which may adversely affect your notes A security rating is not a recommendation to purchase, hold or sell securities inasmuch as a rating does not comment as to market price or suitability for a particular investor. The ratings assigned to the notes address the likelihood of the payment of principal and interest on the notes according to their terms but are solely the view of the assigning rating agency and are subject to any limitations that the assigning rating agency may impose. Similar ratings on different types of securities do not necessarily mean the same thing. To the extent the notes are rated by any rating agency, that rating agency may change its rating of the notes if that rating agency believes that circumstances have changed, the performance of the receivables has deteriorated, there were errors in analysis or otherwise. Any subsequent change in a rating will likely affect the price that a subsequent purchaser would be willing to pay for the notes and your ability to resell your notes.

The depositor expects that the notes will receive ratings from [two] nationally recognized statistical rating organizations hired by the sponsor to rate the notes. Ratings initially assigned to the notes will be paid for by the sponsor. The sponsor is not aware that any other NRSRO, other than the NRSROs hired by the sponsor to rate the notes, has assigned ratings to the notes. Securities and Exchange Commission rules state that the payment of fees by the sponsor, the issuing entity or an underwriter to rating agencies to issue or maintain a credit rating on asset-backed securities is a conflict of interest for rating agencies. In the view of the Securities and Exchange Commission, this conflict is particularly acute because arrangers of asset-backed securities transactions provide repeat business to the rating agencies.

Under Securities and Exchange Commission rules aimed at enhancing transparency, objectivity and competition in the credit rating process, information provided by the sponsor or the underwriters to a hired NRSRO for the purpose of assigning or monitoring the ratings on the notes is required to be made available to each non-hired NRSRO in

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order to make it possible for non-hired NRSROs to assign unsolicited ratings to the notes. An unsolicited rating could be assigned at any time, including prior to the closing date. None of the depositor, the sponsor, the underwriters or any of their affiliates will have any obligation to inform you of any unsolicited ratings assigned to the notes, and these parties may be aware of unsolicited ratings assigned to the notes. Consequently, prospective investors should monitor whether an unsolicited rating of the notes has been assigned by a non-hired NRSRO and should consult with their financial and legal advisors regarding the impact of the assignment of an unsolicited rating to a class of notes. NRSROs, including the hired rating agencies, may have different methodologies, criteria, models and requirements. If any non-hired NRSRO assigns an unsolicited rating to the notes, there can be no assurance that the unsolicited rating will not be lower than the ratings provided by the hired rating agencies, which could adversely affect the market value of your notes and/or limit your ability to resell your notes. In addition, if the sponsor fails to make available to the non-hired NRSROs any information provided to any hired rating agency for the purpose of assigning or monitoring the ratings on the notes, a hired rating agency could withdraw its ratings on the notes, which could adversely affect the market value of your notes and/or limit your ability to resell your notes.

Furthermore, Congress or the Securities and Exchange Commission may determine that any NRSRO that assigns ratings to the notes no longer qualifies as a nationally recognized statistical rating organization for purposes of the federal securities laws and that determination may also have an adverse effect on the market price of the notes.

Prospective investors in the notes are urged to make their own evaluation of the creditworthiness of the receivables and the credit enhancement on the notes and not to rely solely on the ratings on the notes.

Federal financial regulatory reform could have an adverse impact on CarMax Business Services, the depositor or the trust The Dodd-Frank Wall Street Reform and Consumer Protection Act is extensive legislation that impacts financial institutions and other non-bank financial companies, such as CarMax Business Services. In addition, the Dodd-Frank Act will impact the offering, marketing and regulation of consumer financial products and services and will increase regulation of the securitization and derivatives markets. Many of the new requirements will be the subject of implementing regulations some of which have yet to be released. Until implementing regulations are finalized, there can be no assurance that the new requirements will not have an adverse impact on the servicing of the receivables, on CarMax Business Services’s securitization programs or on the regulation and supervision of CarMax Business Services, the depositor or the trust.

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See “Risk Factors—Federal financial regulatory reform could have an adverse impact on CarMax Business Services, the depositor or the trust” and “Material Legal Issues Relating to the Receivables—The Dodd-Frank Act” in the prospectus for a discussion of the alternative liquidation framework established by the Dodd-Frank Act for certain non-bank financial companies.

[Failure by the swap counterparty to make payments to the trust and the seniority of payments due to the swap counterparty could reduce or delay payments on the notes] [On the closing date, the trust will enter into an interest rate swap transaction with respect to each class or tranche of floating rate notes pursuant to an interest rate swap agreement because the receivables will bear interest at a fixed rate while the floating rate notes will bear interest at floating rates based on LIBOR.]

[During any period in which the amount based on a floating LIBOR-based rate payable by the swap counterparty is substantially greater than the amount based on the applicable fixed rate payable by the trust, the trust will be more dependent on receiving payments from the swap counterparty in order to make payments on the notes. In addition, if the interest rate swap is terminated, the swap counterparty may be obligated to make a termination payment to the trust, which could be substantial. If the swap counterparty fails to pay any amount due to the trust, you may experience delays and/or reductions in the interest and principal payments on your notes. If the swap counterparty fails to make a termination payment owing to the trust, the trust may not be able to enter into a replacement interest rate swap and, to the extent that the interest rate on any class or tranche of floating rate notes exceeds the applicable fixed rate that the trust would have been required to pay the swap counterparty under the interest rate swap, the amount available to pay principal of and interest on the notes will be reduced.]

[During any period in which the amount based on the floating rate payable by the swap counterparty is less than the amount based on the fixed rate payable by the trust, the trust will be obligated to make payments to the swap counterparty. In addition, if the interest rate swap is terminated, the trust may be obligated to make a termination payment to the swap counterparty, which could be substantial. The swap counterparty will have a claim on the assets of the trust for the monthly swap payment amounts and swap termination payments, if any, due to the swap counterparty under the interest rate swap. The swap counterparty’s claim other than with respect to subordinated swap termination payments may be higher than or equal in priority to payments on the notes. If there is a shortage of funds available on any distribution date, you may experience delays and/or reductions in interest and principal payments on your notes]

[See “The Interest Rate Swap” in this prospectus supplement for a further discussion of the interest rate swap.]

S-22

Capitalized terms used in this prospectus supplement are defined in the Glossary of Terms beginning on page S-68 and the Glossary of Terms beginning on page 64 of the prospectus.

THE TRANSACTION PARTIES

The following information identifies certain transaction parties for this securitization transaction. For a detailed description of each transaction party and a description of the rights and responsibilities of each transaction party, see “The Sponsor”, “The Depositor and Seller”, “The Issuing Entity”, “The Servicer” and “The Trustees” in the prospectus.

The Sponsor

CarMax Business Services, LLC is the sponsor of this securitization transaction and is primarily responsible for structuring the transaction. CarMax Business Services was formed on April 23, 2004 as a Delaware limited liability company and is a wholly-owned indirect subsidiary of CarMax, Inc.

Certain affiliates of CarMax Business Services are responsible for originating the Receivables. CarMax Business Services will sell the Receivables to CarMax Funding and will service the Receivables on behalf of the Trust. CarMax Business Services is also the Administrator of the Trust. CarMax Business Services’s principal executive offices are located at 12800 Tuckahoe Creek Parkway, Richmond, Virginia 23238, and its telephone number is (804) 747-0422.

CarMax Auto Finance, the financing unit of CarMax Business Services, has been selling motor vehicle retail installment sale contracts in securitization transactions since 1996. CarMax Auto Finance has had an active publicly registered securitization program for motor vehicle retail installment sale contracts since 1999 and has issued asset-backed securities in [    ] transactions under this program in amounts ranging from $[                    ] to $[                    ]. On December 1, 2004, CarMax Auto assigned and contributed to CarMax Business Services substantially all of CarMax Auto’s operational assets relating to CarMax Auto Finance. In addition to selling receivables to trusts in connection with registered public offerings of asset backed securities, CarMax Business Services regularly sells motor vehicle retail installment sale contracts to special purpose entities in connection with private securitization facilities funded by several multi-seller asset backed commercial paper conduits. CarMax Business Services meets a significant portion of its funding requirements through securitizations. No securitizations sponsored by CarMax Business Services have defaulted or experienced an early amortization triggering event.

See “The CarMax Business” in the prospectus for a discussion of CarMax Business Services’s experience with and overall procedures for originating and underwriting receivables. See “CarMax—CarMax Auto Finance” and “—Delinquency, Credit Loss and Recovery Information” in this prospectus supplement for information regarding CarMax Business Services’s motor vehicle receivables portfolio.

The Depositor and Seller

CarMax Auto Funding LLC will be the depositor for this securitization transaction. CarMax Funding was formed on August 6, 2003 as a Delaware limited liability company. CarMax Business Services is the sole equity member of CarMax Funding. CarMax Funding will sell the Receivables to the Trust.

The Issuing Entity

CarMax Auto Owner Trust 20[    ]-[    ] will be the issuing entity for this securitization transaction. The Trust was formed on [                    ], 20[    ] as a Delaware statutory trust. The Trust will be operated pursuant to the Trust Agreement. CarMax Business Services will be the Administrator of the Trust. The Seller will be the initial holder of the Certificates.

S-23

Limited Purpose and Limited Assets

The Trust will not engage in any activity other than:

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

• issuing the Notes and the Certificates;

• making payments on the Notes and the Certificates;

• [entering into the Interest Rate Swap and paying the Monthly Swap Payment Amount and Swap Termination Payment Amounts pursuant to the Interest Rate Swap], and

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

If the various protections provided to the Noteholders by the subordination of the Class B Notes, the Class C Notes and [the Class D Notes], the available overcollateralization, the available excess collections and the Reserve Account are insufficient, the Trust will have to rely solely upon the obligors of the Receivables, the proceeds from the repossession and sale of the Financed Vehicles which secure Defaulted Receivables [and net amounts, if any, received by the Trust under the Interest Rate Swap] to make payments on the Notes. In that event, various factors, such as the Trust not having perfected security interests in the Financed Vehicles in all states, may affect the Servicer’s ability to repossess and sell the collateral securing the Receivables, and thus may reduce the proceeds which the Trust can distribute to Noteholders. See “Material Legal Issues Relating to the Receivables” in the prospectus.

The Trust’s principal offices are in care of The Bank of New York Mellon, as Owner Trustee, at 101 Barclay Street, 4W, New York, New York 10286, Attention: Corporate Trust Division, Asset Backed Securities Group.

The Trust’s fiscal year ends on February 28 or February 29, if applicable. The Trust’s fiscal year conforms to the fiscal year of the Seller and CarMax.

Capitalization of the Trust

The following table illustrates the expected capitalization of the Trust as of the Closing Date:

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

The Servicer

CarMax Business Services, LLC will be the servicer of the Receivables for this securitization transaction. CarMax Business Services will be responsible for all servicing functions except that the Indenture Trustee will be responsible for making payments to holders of the Notes based on information and calculations provided by the Servicer.

CarMax Auto Finance, the financing unit of CarMax Business Services, has been servicing motor vehicle receivables since 1993. In addition to servicing all motor vehicle receivables originated by affiliates of CarMax Business Services, since 1999 CarMax Auto Finance has serviced [            ] publicly registered motor vehicle receivables securitizations having receivables pools ranging from $[            ] to $[            ].

S-24

The Servicer will service the Receivables on behalf of the Trust in accordance with the Sale and Servicing Agreement and in accordance with its customary servicing practices, using the degree of skill and attention that the Servicer exercises with respect to all comparable motor vehicle receivables that it services for itself or others.

The Servicer will have full power and authority to do any and all things in connection with managing, servicing, administration and collection of the Receivables that it may deem necessary or desirable. In accordance with its customary servicing practices, the Servicer will make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the payments become due.

[Disclosure regarding material changes to servicing policies and procedures to be provided as applicable.]

See “The CarMax Business—Servicing and Collection Procedures” in the prospectus for more information regarding the Servicer’s servicing policies and procedures. See “The Sale and Servicing Agreement” in this prospectus supplement and “Description of the Sale and Servicing Agreement” in the prospectus for more information regarding the obligations of the Servicer under the Sale and Servicing Agreement.

CarMax Business Services’s short term debt is unrated. As of the Closing Date, the Servicer will deposit all amounts received on or in respect of the Receivables into the Collection Account within two Business Days after such receipt.

See “Description of the Sale and Servicing Agreement—Collections” in the prospectus for a discussion of the circumstances under which the Servicer will not be required to deposit such amounts into the Collection Account until the Business Day preceding the Distribution Date following the Collection Period during which such amounts were received.

[The Backup Servicer]

[Wells Fargo Bank, National Association will act as the Backup Servicer under the Sale and Servicing Agreement. Wells Fargo Bank, National Association is a national banking association and a wholly-owned subsidiary of Wells Fargo & Company. Its principal offices are located at Sixth and Marquette Avenue, Minneapolis, Minnesota 55479.]

[In the event that CarMax Business Services is terminated or resigns as Servicer pursuant to the terms of the Sale and Servicing Agreement, the Backup Servicer will be the successor in all respects, except as expressly set forth in the Sale and Servicing Agreement, to CarMax Business Services in its capacity as Servicer under the Sale and Servicing Agreement and will be subject to all the rights, responsibilities, restrictions, duties, liabilities and termination provisions relating to the Servicer pursuant to the terms and provisions of the Sale and Servicing Agreement.]

[Under the Sale and Servicing Agreement, the Backup Servicer will perform certain backup servicing duties, including receiving the monthly tape, which may be in the form of a computer tape, compact disc or other electronic media, and confirming that the data contained in the monthly tape is in readable form. Under the Sale and Servicing Agreement, the Backup Servicer and the Servicer will covenant that:

• the Backup Servicer shall conduct periodic on-site visits of CarMax Business Services’s servicing operations not less than once during any 12-month period, which visit shall include discussions with applicable CarMax Business Services personnel of any changes in processes and procedures that have occurred since the Backup Servicer’s immediately preceding visit; and

• data mapping with respect to the computer systems used by CarMax Business Services to service the Receivables shall be updated or amended by the Backup Servicer by effecting a data map refresh not less than once during any 12-month period if necessary to enable the Backup Servicer to perform its duties.]

S-25

[See “The Sale and Servicing Agreement—Rights Upon Event of Servicing Termination” in this prospectus supplement for more information regarding the transfer of servicing to the Backup Servicer. See “Description of the Sale and Servicing Agreement—Rights Upon Event of Servicing Termination” in the prospectus for information regarding the expenses associated with a servicing transfer and any additional fees charged by a successor Servicer. See “The Sale and Servicing Agreement—Replacement of Backup Servicer” in this prospectus supplement for information regarding the Backup Servicer’s resignation, removal and replacement.]

The Owner Trustee

The Bank of New York Mellon will act as Owner Trustee under the Trust Agreement. The Bank of New York Mellon is a New York banking corporation, and its corporate trust office is located at 101 Barclay Street, 4W, New York, New York 10286, Attention: Corporate Trust Division, Asset Backed Securities Group. The Owner Trustee’s liability in connection with the issuance and sale of the Notes is limited solely to the express obligations of the Owner Trustee set forth in the Trust Agreement. The Seller and its affiliates may maintain normal commercial banking or investment banking relations with the Owner Trustee and its affiliates. The fees and expenses of the Owner Trustee will be paid by the Servicer pursuant to the Trust Agreement.

The Bank of New York Mellon has served and currently is serving as owner trustee for numerous securitization transactions and programs involving pools of auto receivables.

The Delaware Trustee

BNY Mellon Trust of Delaware will act as Delaware Trustee under the Trust Agreement. BNY Mellon Trust of Delaware is a Delaware banking corporation, and its principal place of business is located at White Clay Center, Route 273, Newark, Delaware 19711. The Delaware Trustee will be appointed solely for the purpose of complying with the requirement under Delaware’s statutory trust statute that the Trust have at least one trustee which has its principal place of business in the State of Delaware.

The Indenture Trustee

Wells Fargo Bank, National Association will act as Indenture Trustee under the Indenture. Wells Fargo Bank, National Association is a national banking association and a wholly-owned subsidiary of Wells Fargo & Company. Its corporate trust office is located at Sixth and Marquette Avenue, Minneapolis, Minnesota 55479, Attn: Asset Backed Securities Department. A diversified financial services company with approximately $[            ] trillion in assets and [            ] employees as of [                    ], 20[    ], Wells Fargo & Company provides banking, insurance, trust, mortgage and consumer finance services throughout the United States and internationally. Wells Fargo Bank, National Association provides retail and commercial banking services and corporate trust, custody, securities lending, securities transfer, cash management, investment management and other financial and fiduciary services. The Seller and its affiliates may maintain normal commercial banking or investment banking relations with the Indenture Trustee and its affiliates. The fees and expenses of the Indenture Trustee will be paid by the Servicer, as the Administrator under the Administration Agreement. The Indenture Trustee will have various rights and duties with respect to the Notes.

See “The Indenture” in this prospectus supplement and “Description of the Indenture” in the prospectus for a further discussion of the rights and duties of the Indenture Trustee.

Wells Fargo Bank, National Association has provided corporate trust services since 1934. As of [                    ], 20[    ], Wells Fargo Bank, National Association was acting as trustee on more than [            ] series of auto loan receivables backed securities with an original aggregate principal balance of approximately $[            ] billion.

S-26

[The Swap Counterparty]

[The issuing entity expects to issue fixed rate classes of Notes only, however, the issuing entity retains the right, in its sole discretion, to issue floating rate classes or tranches of Notes in addition to the fixed rate classes or tranches of Notes. If any floating rate classes or tranches of Notes are issued, the swap counterparty will be disclosed in the final prospectus supplement.]

[See “The Interest Rate Swap—The Swap Counterparty” in this prospectus supplement for more information regarding the swap counterparty.]

S-27

CARMAX

General

CarMax is the largest retailer of used motor vehicles in the United States. As of [                    ], 20[    ], CarMax operated [            ] used car superstores in [    ] markets. CarMax also operates [            ] new car franchises, all of which are integrated or co-located with its used car superstores. See “CarMax” in the prospectus for more information.

As of [                    ], 20[    ], CarMax operated used car superstores in the following markets:

Market	Number of Used Car Superstores
Los Angeles, California
Chicago, Illinois
Washington, D.C./Baltimore, Maryland
South Florida
Atlanta, Georgia
Charlotte, North Carolina
Dallas, Texas
Houston, Texas
Phoenix, Arizona
Sacramento, California
Hartford/New Haven, Connecticut
Orlando, Florida
Tampa, Florida
Kansas City, Kansas
Las Vegas, Nevada
Greensboro, North Carolina
Raleigh, North Carolina
Columbus, Ohio
Nashville, Tennessee
Austin, Texas
San Antonio, Texas
Richmond, Virginia
Virginia Beach, Virginia
Milwaukee, Wisconsin
Birmingham, Alabama
Huntsville, Alabama
Tucson, Arizona
Fresno, California
San Diego, California
Colorado Springs, Colorado
Jacksonville, Florida
Augusta, Georgia
Indianapolis, Indiana
Wichita, Kansas
Louisville, Kentucky
Jackson, Mississippi
Omaha, Nebraska
Albuquerque, New Mexico
Cincinnati, Ohio
Dayton, Ohio
Oklahoma City, Oklahoma
Tulsa, Oklahoma
Charleston, South Carolina
Columbia, South Carolina
Greenville, South Carolina
Knoxville, Tennessee
Memphis, Tennessee
Salt Lake City, Utah
Charlottesville, Virginia
Total

S-28

CarMax Auto Finance

CarMax offers on-site financing to its customers through CarMax Auto Finance, the financing unit of CarMax Business Services (formerly the financing unit of CarMax Auto), and through third parties. For the fiscal years ended February 28 (or 29), 2006, 2007, 2008, 2009 and 2010, CarMax originated installment sale contracts (excluding contracts cancelled within three business days after origination) aggregating approximately $[            ] million, $[            ] million, $[            ] million, $[            ] million and $[            ] million, respectively. The outstanding principal balance of all motor vehicle retail installment sale contracts originated by CarMax and financed through CarMax Auto Finance was approximately $[            ] million as of [                    ], 20[    ]. Of the approximately $[            ] million of receivables in CarMax Business Services’s servicing portfolio as of [                    ], 20[    ], including receivables that previously were sold but still are being serviced by CarMax Business Services, approximately [    ]% represented receivables originated in connection with the sale of used motor vehicles and approximately [    ]% represented receivables originated in connection with the sale of new motor vehicles.

Delinquency, Credit Loss and Recovery Information

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

Delinquency Experience

	As of [                    ],
	2011				2010
	Number of Receivables		Amount		Number of Receivables		Amount
Total Contract Portfolio			$				$
Delinquencies as a Percentage of Total Contract Portfolio
31-60 Days		%		%		%		%
61-90 Days		%		%		%		%
91 Days or More		%		%		%		%
Total Delinquencies as a Percentage of Total Contract Portfolio		%		%		%		%
Total Delinquencies			$				$

	As of December 31,
	2010				2009				2008
	Number of Contracts		Amount		Number of Contracts		Amount		Number of Receivables		Amount
Total Receivable Portfolio			$				$				$
Delinquencies as a Percentage of Total Receivable Portfolio
31-60 Days		%		%		%		%		%		%
61-90 Days		%		%		%		%		%		%
91 Days or More		%		%		%		%		%		%
Total Delinquencies as a Percentage of Total Receivable Portfolio		%		%		%		%		%		%
Total Delinquencies			$				$				$

	As of December 31,
	2007				2006
	Number of Receivables		Amount		Number of Receivables		Amount
Total Receivable Portfolio			$				$
Delinquencies as a Percentage of Total Receivable Portfolio
31-60 Days		%		%		%		%
61-90 Days		%		%		%		%
91 Days or More		%		%		%		%
Total Delinquencies as a Percentage of Total Receivable Portfolio		%		%		%		%
Total Delinquencies			$				$

S-29

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

Credit Loss Experience

	[                     ] Months Ended [                    ],
	2011		2010
Outstanding Principal Amount at Period End	$		$
Total Number of Receivables Outstanding at Period End
Average Outstanding Principal Amount During the Period	$		$
Average Number of Receivables Outstanding During the Period
Gross Principal Charge-Offs	$		$
Total Number of Receivables Charged Off During the Period
Number of Receivables Charged Off as a Percentage of the Average Number of Receivables Outstanding During the Period(1)		%		%
Recoveries	$		$
Net Losses	$		$
Net Losses as a Percentage of Average Outstanding Principal Amount(1)		%		%
Average Net Dollar Loss on Receivables Charged Off During the Period	$		$

(1) The percentages for the [                    ] months ended [                    ], 2011 and [                    ], 2010 are annualized and are not necessarily indicative of full year’s actual results.

	Year Ended December 31,
	2010		2009		2008		2007		2006
Outstanding Principal Amount at Period End	$		$		$		$		$
Total Number of Receivables Outstanding at Period End
Average Outstanding Principal Amount During the Period	$		$		$		$		$
Average Number of Receivables Outstanding During the Period
Gross Principal Charge-Offs	$		$		$		$		$
Total Number of Receivables Charged Off During the Period
Number of Receivables Charged Off as a Percentage of the Average Number of Receivables Outstanding During the Period		%		%		%		%		%
Recoveries	$		$		$		$		$
Net Losses	$		$		$		$		$
Net Losses as a Percentage of the Average Outstanding Principal Amount		%		%		%		%		%
Average Net Dollar Loss on Receivables Charged Off During the Period	$		$		$		$		$

The average outstanding principal amount during any period equals the average of the monthly average outstanding principal amount of the retail installment sale contracts during that period. The gross charge-offs for any period equal the total principal amount due on all retail installment sale contracts determined to be uncollectible during that period. The recoveries for any period equal the total amount recovered during that period on retail installment sale contracts charged off during that period or before. The average net dollar loss on retail installment sale contracts charged off during any period equals the net losses for that period divided by the total number of retail installment sale contracts charged off during that period.

Generally, CarMax Auto Finance believes that the delinquency and credit loss performance of its portfolio over the past five years and [                    ] months is attributable to a number of factors, including the following:

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

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

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

See “The CarMax Business” in the prospectus for a discussion of CarMax Business Services’s experience with and overall procedures for originating, underwriting and servicing receivables.

CarMax Business Services’s expectations with respect to delinquency and credit loss trends constitute forward-looking statements and are subject to important economic, social, legal and other factors that could cause actual results to differ materially from those projected. These factors include, but are not limited to, inflation rates, unemployment rates, changes in consumer debt levels, changes in interest rates, changes in the market for used vehicles and the enactment of new laws that further regulate the motor vehicle lending industry. There can be no assurance as to future delinquency, repossession and net loss experience on the Receivables as a result of these factors.

Static Pool Information About Previous Securitizations

Static pool information about prior pools of retail installment sale contracts that were securitized by CarMax Auto Finance can be found in Annex I to this prospectus supplement, which we refer to as the “static pool annex”. Information in the static pool annex consists of summary information for the original characteristics of prior securitized pools and delinquency, cumulative credit losses and prepayment data for the prior pools. Information about pools that were securitized before January 1, 2006 will not be deemed to be part of the prospectus, this prospectus supplement or the registration statement that includes the prospectus. No assurance can be made that the cumulative credit losses, delinquency and prepayment experience of a particular pool of retail installment sale contracts will be similar to the static pool information of prior pools of retail installment sale contracts.

[REPURCHASE HISTORY]

[For a series of notes having an initial bona fide offering on or after February 14, 2012:

The following table provides information regarding the demand, repurchase and replacement history with respect to receivables securitized by CarMax Business Services during the period from [            ] to [            ].

Name of Issuing Entity

Receivables That Were Subject of Demand

Receivables That Were Repurchased or Replaced

Receivables Pending Repurchase or Replacement (within cure period)

Demand in Dispute

Demand Withdrawn

Demand Rejected

CarMax Auto Owner Trust 20[ ]-[ ]

# $

%

# $

%

# $

%

# $

%

# $

%

# $

%

CarMax Auto Owner Trust 20[ ]-[ ]

# $

%

# $

%

# $

%

# $

%

# $

%

# $

%

CarMax Auto Owner Trust 20[ ]-[ ]

# $

%

# $

%

# $

%

# $

%

# $

%

# $

%

Total

# $

%

# $

%

# $

%

# $

%

# $

%

# $

%

[Insert disclosure regarding the most recent Form ABS-15G filed by the depositor and the CIK number of the depositor.]]

S-31

THE RECEIVABLES

The Trust will own a pool of Receivables consisting of motor vehicle retail installment sale contracts originated by certain affiliates of CarMax Business Services and secured by security interests in the motor vehicles financed by those contracts. CarMax Business Services will sell the Receivables to the Seller on the Closing Date pursuant to the Receivables Purchase Agreement. The Seller will sell the Receivables to the Trust on the Closing Date pursuant to the Sale and Servicing Agreement. The property of the Trust will include payments on the Receivables which are made after the Cutoff Date.

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

No expenses incurred in connection with the selection and acquisition of the Receivables are to be payable from the offering proceeds. Other than the Indenture Trustee as secured party under the Indenture, no party will have any material direct or contingent claim on any Receivable.

Criteria Applicable to Selection of Receivables

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

• is secured by a new or used motor vehicle;

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

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

• is a simple interest contract;

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

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

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

• was not delinquent by more than 30 days;

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

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

S-32

• is evidenced by only one original document; and

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

[To be included in prospectus supplement if the pool will include receivables that have been extended prior to the statistical calculation date, to the extent material:

As described under “The CarMax Business—Servicing and Collection Procedures” in the prospectus, the Servicer offers certain obligors credit-related extensions. Less than [     ]% of the Receivables (by aggregate Principal Balance as of the Statistical Calculation Date) were extended by the Servicer.]

[Exceptions to Underwriting Criteria]

[For a series of notes having an initial bona fide offering after December 31, 2011:]

[To be set forth by CarMax Business Services, to the extent applicable, information to be disclosed regarding the nature of exceptions made to the underwriting criteria, if any, and a narrative summary disclosure of the exceptions allowed and the compensating factors for such exceptions and a table presenting statistical disclosure regarding Receivables that represent an exception to the underwriting criteria used in establishing the asset pool.]

[As described under “Summary of the Notes and the Transaction Structure—[Exceptions to Underwriting Criteria],” approximately [             ] Receivables, representing [     ]% of the Pool Balance as of the Statistical Calculation Date, were originated with exceptions made to the underwriting criteria, including [             ], [             ], [             ] and [             ].]

[Summary of certain statistical information regarding the types of exceptions and compensating factors described above to be presented in accordance with Item 1111(a)(8) of Regulation AB.]

Characteristics of the Receivables

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

Composition of the Receivables

as of the Statistical Calculation Date

	New Motor Vehicles			Used Motor Vehicles			Total
Pool Balance		$			$			$
Number of Receivables
Percentage of Pool Balance			%			%			%
Average Principal Balance		$			$			$
Range of Principal Balances		($             to $	)		($             to $	)		($             to $	)
Weighted Average Contract Rate			%			%			%
Range of Contract Rates		(    % to     %	)		(    % to     %	)		(    % to     %	)
Weighted Average Remaining Term
Range of Remaining Terms		(     to	)		(     to	)		(     to	)
Weighted Average Original Term
Range of Original Terms		(     to	)		(     to	)		(     to	)
Weighted Average FICO Score(1)
Range of FICO Scores(1)		(     to	)		(     to	)		(     to	)

(1) Reflects only Receivables with obligors that have a FICO score at the time of application. The FICO score with respect to any Receivable with co-obligors is calculated as the average of each obligor’s FICO score at the time of application.

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As of the Statistical Calculation Date, the weighted average FICO^®* score of the Receivables is [            ], with the minimum FICO score being [            ] and the maximum FICO score being [            ]. Additionally, 90% of the Pool Balance as of the Statistical Calculation Date is composed of obligors with FICO scores between [            ] and [            ], with 5% of obligor FICO scores (based on Principal Balance) exceeding [            ] and 5% of obligor FICO scores (based on Principal Balance) falling below [            ]. The calculations in this paragraph reflect only Receivables with obligors that have a FICO score at the time of application. A FICO score is a measurement determined by Fair Isaac Corporation using information collected by the major credit bureaus to assess credit risk. Data from an independent credit reporting agency, such as FICO score, is one of several factors that may be used by CarMax Auto Finance in its credit scoring system to assess the credit risk associated with each applicant. See “The CarMax Business—Underwriting Procedures” in the prospectus. Additionally, FICO scores are based on independent third party information. FICO scores should not necessarily be relied upon as a meaningful predictor of the performance of the Receivables.

Distribution of the Receivables by Remaining Term to Maturity

as of the Statistical Calculation Date

Remaining Term Range	Number of Receivables	Percentage of Total Number of Receivables(1)		Pool Balance	Percentage of Pool Balance(1)
1 month to 12 months			%	$		%
13 months to 24 months
25 months to 36 months
37 months to 48 months
49 months to 60 months
61 months to 66 months
67 months to 72 months
Total			%	$		%

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

Distribution of the Receivables by Original Term to Maturity

as of the Statistical Calculation Date

Original Term Range	Number of Receivables	Percentage of Total Number of Receivables(1)		Pool Balance	Percentage of Pool  Balance(1)
13 months to 24 months			%	$		%
25 months to 36 months
37 months to 48 months
49 months to 60 months
61 months to 66 months
67 months to 72 months
Total			%	$		%

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

^*  FICO^® is a federally registered servicemark of Fair Isaac Corporation.

S-34

Distribution of the Receivables by Obligor Mailing Address

as of the Statistical Calculation Date

Obligor Mailing Address	Number of Receivables	Percentage of Total Number of Receivables(1)		Pool Balance	Percentage of Pool Balance(1)
[State]			%	$		%
[State]
[State]
[State]
[State]
[State]
[State]
[State]
[State]
[State]
[State]
[State]
[State]
[State]
[State]
[State]
[State]
[State]
[State]
[State]
Other
Total			%	$		%

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

Each state included in the “other” category in the distribution by obligor mailing address table accounted for not more than [    ]% of the total number of Receivables and not more than [    ]% of the Pool Balance, in each case as of the Statistical Calculation Date.

Distribution of the Receivables by Financed Vehicle Model Year

as of the Statistical Calculation Date

Model Year	Number of Receivables	Percentage of Total Number of Receivables(1)		Pool Balance	Percentage of Pool  Balance(1)
1997 and earlier			%	$		%
1998
1999
2000
2001
2002
2003
2004
2005
2006
2007
2008
2009
2010
2011
Total			%	$		%

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

S-35

Distribution of the Receivables by Contract Rate

as of the Statistical Calculation Date

Contract Rate Range	Number of Receivables	Percentage of Total Number of Receivables(1)		Pool Balance	Percentage of Pool  Balance(1)
3.001%—4.000%			%	$		%
4.001%—5.000%
5.001%—6.000%
6.001%—7.000%
7.001%—8.000%
8.001%—9.000%
9.001%—10.000%
10.001%—11.000%
11.001%—12.000%
12.001%—13.000%
13.001%—14.000%
14.001%—15.000%
15.001%—16.000%
16.001%—17.000%
17.001%—18.000%
18.001%—19.000%
19.001%—20.000%
Total			%	$		%

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

Distribution of the Receivables by Original Principal Balance

as of the Statistical Calculation Date

Original Principal Balance	Number of Receivables	Percentage of Total Number of Receivables(1)		Pool Balance	Percentage of Pool  Balance(1)
$         0.01 to $  5,000.00			%	$		%
$  5,000.01 to $10,000.00
$10,000.01 to $15,000.00
$15,000.01 to $20,000.00
$20,000.01 to $25,000.00
$25,000.01 to $30,000.00
$30,000.01 to $35,000.00
$35,000.01 to $40,000.00
$40,000.01 to $45,000.00
$45,000.01 to $50,000.00
$50,000.01 to $55,000.00
$55,000.01 and greater
Total			%	$		%

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

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

S-36

Distribution of the Receivables by Remaining Principal Balance

as of the Statistical Calculation Date

Remaining Principal Balance	Number of Receivables	Percentage of Total Number of Receivables(1)		Pool Balance	Percentage of Pool Balance(1)
$         0.01 to $  5,000.00			%	$		%
$  5,000.01 to $10,000.00
$10,000.01 to $15,000.00
$15,000.01 to $20,000.00
$20,000.01 to $25,000.00
$25,000.01 to $30,000.00
$30,000.01 to $35,000.00
$35,000.01 to $40,000.00
$40,000.01 to $45,000.00
$45,000.01 to $50,000.00
Total			%	$		%

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

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

S-37

MATURITY AND PREPAYMENT CONSIDERATIONS

Weighted Average Lives of the Notes

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

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

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

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

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

• each scheduled monthly payment on the Receivables is made on the last day of each month and each month has 30 days, beginning in [                    ] 20[    ];

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

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

• the servicing fee for each Collection Period is equal to the product of 1/12 of 1.00% and the aggregate outstanding principal balance of the Receivables as of the first day of that Collection Period;

• [the backup servicer fee for each Collection Period is equal to the product of 1/12 of [            ]% and the aggregate outstanding principal balance of the Receivables as of the first day of that Collection Period, but not less than $[            ];]

• interest on the Class A-1 Notes is calculated on the basis of the actual number of days in the related Interest Period and a 360-day year;

• interest on the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes, the Class C Notes and [the Class D Notes] is calculated on the basis of a 360-day year of twelve 30-day months;

• the interest rate on the Class A-1 Notes is [    ]%, the interest rate on the Class A-2 Notes is [    ]%, the interest rate on the Class A-3 Notes is [    ]%, the interest rate on the Class A-4 Notes is [    ]%, the interest rate on the Class B Notes is [    ]%, the interest rate on the Class C Notes is [    ]% and the interest rate on [the Class D Notes] is [    ]%;

• the Closing Date occurs on [                    ], 20[    ];

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

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

S-38

• no Event of Default occurs;

• [on each Distribution Date, the net of amounts paid to the Trust under the Interest Rate Swap and the Monthly Swap Payment Amount is zero;]

• [no early termination date of the Interest Rate Swap occurs;]

• the initial amount of overcollateralization is zero, and the amount of overcollateralization increases over time to an amount equal to:

• with respect to the [                    ] 20[    ] Distribution Date through the [                    ] 20[    ] Distribution Date, [    ]% of the Pool Balance as of the last day of the related Collection Period, but not less than [    ]% of the Pool Balance as of the Cutoff Date;

• with respect to the [                    ] 20[    ] Distribution Date through the [                    ] 20[    ] Distribution Date, [    ]% of the Pool Balance as of the last day of the related Collection Period, but not less than [    ]% of the Pool Balance as of the Cutoff Date; and

• with respect to the [                    ] 20[    ] Distribution Date and each Distribution Date thereafter, [    ]% of the Pool Balance as of the last day of the related Collection Period, but not less than [    ]% of the Pool Balance as of the Cutoff Date;

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

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

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

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

Pool	Aggregate Principal Balance	Weighted Average Contract Rate		Weighted Average Original Term to Maturity (in months)	Weighted Average Remaining Term to Maturity (in months)
1	$		%
2			%
3			%
4			%
5			%
6			%
Total:	$

The actual characteristics and performance of the Receivables will differ from the assumptions used in constructing the ABS Tables. The assumptions used are hypothetical and have been provided only to give a general sense of how the principal cash flows might behave under varying prepayment scenarios. For example, it is very unlikely that the Receivables will prepay at a constant level of ABS until maturity or that all of the Receivables will prepay at the same level of ABS. Moreover, the diverse terms of Receivables within each of the hypothetical pools could produce slower or faster principal distributions than indicated in the ABS Tables at the

S-39

various constant percentages of ABS specified, even if the weighted average note rates, weighted average original terms to maturity and weighted average remaining terms to maturity of the Receivables are as assumed. Any difference between such assumptions and the actual characteristics and performance of the Receivables, or actual prepayment experience, will affect the percentages of initial amounts outstanding over time and the weighted average life of each class of Notes.

Percent of Initial Note Principal Amount at Various ABS Percentages

Class A-1 Notes

Class A-2 Notes

Distribution Date

1.00%

1.30%

1.50%

1.70%

1.00%

1.30%

1.50%

1.70%

Closing Date

100

%

100

%

100

%

100

%

100

%

100

%

100

%

100

%

[                    ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

Weighted Average Life (In Years) to Maturity

Weighted Average Life (In Years) to Call

S-40

Percent of Initial Note Principal Amount at Various ABS Percentages

Class A-3 Notes

Class A-4 Notes

Distribution Date

1.00%

1.30%

1.50%

1.70%

1.00%

1.30%

1.50%

1.70%

Closing Date

100

%

100

%

100

%

100

%

100

%

100

%

100

%

100

%

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

Weighted Average Life (In Years) to Maturity

Weighted Average Life (In Years) to Call

S-41

Percent of Initial Note Principal Amount at Various ABS Percentages

Class B Notes

Class C Notes

Distribution Date

1.00%

1.30%

1.50%

1.70%

1.00%

1.30%

1.50%

1.70%

Closing Date

100

%

100

%

100

%

100

%

100

%

100

%

100

%

100

%

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

Weighted Average Life (In Years) to Maturity

Weighted Average Life (In Years) to Call

S-42

Percent of Initial Note Principal Amount at Various ABS Percentages

[Class D Notes]

Distribution Date

1.00%

1.30%

1.50%

1.70%

Closing Date

100

%

100

%

100

%

100

%

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

[                     ]

Weighted Average Life (In Years) to Maturity

Weighted Average Life (In Years) to Call

S-43

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

USE OF PROCEEDS

The Seller will use the net proceeds from the sale of the Notes to pay CarMax Business Services for the Receivables. CarMax Business Services or its affiliates may use all or a portion of the net proceeds to pay their respective debts, including warehouse debt secured by the Receivables prior to the transfer of the Receivables to the Seller, and for general purposes. Any warehouse debt may be owed to one or more of the underwriters or their affiliates or entities for which their affiliates act as administrator and/or provide liquidity lines, so a portion of the proceeds that is used to pay warehouse debt may be paid to the underwriters or their respective affiliates.

COMPUTING YOUR PORTION OF THE OUTSTANDING

PRINCIPAL AMOUNT OF THE NOTES

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

DESCRIPTION OF THE NOTES

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

Note Registration

The Notes will be available for purchase in denominations of $[5,000] and integral multiples of $[1,000] thereafter. The Notes will initially be issued only in book-entry form.

See “Certain Information Regarding the Notes—Book-Entry Registration” in the prospectus for a further discussion of the book-entry registration system.

Payments of Interest

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

The Notes will bear interest at the following Interest Rates:

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

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

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

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

S-44

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

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

• [in the case of the Class D Notes,     % per annum.]

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

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

• the principal amount of that class [or tranche] of Notes as of the preceding Distribution Date (or, in the case of the first Distribution Date, as of the Closing Date), after giving effect to all principal payments made with respect to that class [or tranche] of Notes on that preceding Distribution Date;

• the Interest Rate applicable to that class [or tranche] of Notes; and

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

• 30/360. Interest on the [fixed rate] Notes other than the Class A-1 Notes will accrue from and including the 15^th day of the prior calendar month (or, in the case of the first Distribution Date, from and including the Closing Date) to but excluding the 15^th day of the current month (assuming each month has 30 days). The interest payable on the [fixed rate] Notes other than the Class A-1 Notes on each Distribution Date will equal the product of:

• the principal amount of that class [or tranche] of Notes as of the preceding Distribution Date (or, in the case of the first Distribution Date, as of the Closing Date), after giving effect to all principal payments made with respect to that class [or tranche] of Notes on that preceding Distribution Date;

• the Interest Rate applicable to that class [or tranche] of Notes; and

• 30 (or, in the case of the first Distribution Date, assuming a Closing Date of [                    ], 20[    ], [    ]) divided by 360.

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

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

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An Event of Default will occur if the full amount of interest due on the Notes of the Controlling Class is not paid within five Business Days of the related Distribution Date. The failure to pay interest due on a class of Notes within five Business Days of the related Distribution Date, will not be an Event of Default so long as any Notes with a higher alphabetical designation than that class of Notes remain outstanding. See “The Indenture—Rights Upon Event of Default” in this prospectus supplement.

Payments of Principal

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

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

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

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

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

(2) to the Class A-2 Notes until they have been paid in full;

(3) to the Class A-3 Notes until they have been paid in full;

(4) to the Class A-4 Notes until they have been paid in full;

(5) to the Class B Notes until they have been paid in full;

(6) to the Class C Notes until they have been paid in full; and

(7) [to the Class D Notes until they have been paid in full.]

[If a class is split into a fixed rate tranche and a floating rate tranche, that class will be treated as a single class for the purpose of principal payments.]

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

If the Notes have been accelerated following the occurrence of an Event of Default, the Trust will pay the funds allocated to the holders of the Notes to pay principal of the Notes, together with amounts that would otherwise be payable to the holders of the Certificates, as described under “Application of Available Funds—Priority of Distributions (Post-Acceleration)”.

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

• [                    ], 20[    ] for the Class A-1 Notes;

• [                    ], 20[    ] for the Class A-2 Notes;

• [                    ], 20[    ] for the Class A-3 Notes;

• [                    ], 20[    ] for the Class A-4 Notes;

• [                    ], 20[    ] for the Class B Notes;

• [                    ], 20[    ] for the Class C Notes; and

• [[                    ], 20[    ] for the Class D Notes.]

The date on which each class of Notes is paid in full is expected to be earlier than the Final Scheduled Distribution Date for that class and could be significantly earlier depending upon the rate at which the Principal Balances of the Receivables are paid.

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See “Maturity and Prepayment Considerations—Weighted Average Lives of the Notes” in this prospectus supplement and “Maturity and Prepayment Considerations” in the prospectus for a further discussion of Receivable prepayments.

Credit Enhancement

Subordination.    On each Distribution Date, interest and principal payments on the Notes will be subordinated as follows:

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

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

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

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

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

Overcollateralization.    Overcollateralization represents the amount by which the Pool Balance exceeds the aggregate principal amount of the Notes. Overcollateralization will be available to absorb losses on the Receivables that are not otherwise covered by excess collections on or in respect of the Receivables, if any. It is expected that the initial amount of overcollateralization will be less than $100. The application of funds as described in clause (13) of “Application of Available Funds—Priority of Distributions (Pre-Acceleration)” is designed to increase over time the amount of overcollateralization as of any Distribution Date to the Overcollateralization Target Amount. The Overcollateralization Target Amount will be determined based on, among other things, interest rates as of the date of this prospectus supplement but will be the greater of (1) not less than [    ]% of the Pool Balance as of the last day of the related Collection Period and (2) [    ]% of the Pool Balance as of the Cutoff Date. However, if:

• the Overcollateralization Reduction Test is met on the [                    ] 20[    ] Distribution Date, the percentage in clause (1) will be reduced to [    ]% and the percentage in clause (2) will be reduced to [    ]% on that Distribution Date and will remain at these percentages for each following Distribution Date; or

• the Overcollateralization Reduction Test is met on the [                    ] 20[    ] Distribution Date, the percentage in clause (1) will be reduced to [    ]% and the percentage in clause (2) will be reduced to [    ]% on that Distribution Date (regardless of whether the Overcollateralization Reduction Test was met on the [                    ] 20[    ] Distribution Date) and will remain at these percentages for each following Distribution Date.

Overcollateralization will be effected by paying an amount of principal on the Notes on the first several Distribution Dates after the Closing Date that is greater than the principal of the Receivables paid by obligors

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during such time. The amount of this payment on the Notes will be funded primarily from interest collections on the Receivables in excess of the interest paid on the Notes and other fees required to be paid by the Trust, but this payment generally will not be made from funds in the Reserve Account.

Excess Collections.    Excess collections for any Distribution Date generally will be the amount by which collections of interest on the Receivables during the related Collection Period exceeds the sum of the Servicing Fee, [the Backup Servicer Fee], the aggregate Interest Distributable Amount for each class of Notes [and any amounts due to the swap counterparty under the Interest Rate Swap.] Any excess collections will be applied on each Distribution Date, as a component of Available Funds, as described in clause (13) of “Application of Available Funds—Priority of Distributions (Pre-Acceleration)” to increase over time the amount of overcollateralization as of any Distribution Date to the Overcollateralization Target Amount. Generally, excess collections will also provide a source of funds to absorb any losses on the Receivables and reduce the likelihood of losses on the Notes.

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

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

On each Determination Date, the Servicer will determine the Reserve Account Draw Amount, if any, for the following Distribution Date. If the Reserve Account Draw Amount for any Distribution Date is greater than zero, the Indenture Trustee will withdraw that amount from the Reserve Account and transfer the amount withdrawn to the Collection Account and apply that amount as described in “Application of Available Funds—Priority of Distributions (Pre-Acceleration)”. If the amount required to be withdrawn from the Reserve Account to cover shortfalls in available funds on deposit in the Collection Account exceeds the amount on deposit in the Reserve Account, a temporary shortfall in the amounts distributed to the Noteholders could result. In addition, depletion of the Reserve Account ultimately could result in losses on your Notes.

If the amount on deposit in the Reserve Account on any Distribution Date exceeds the Required Reserve Account Amount for that Distribution Date, after giving effect to all required deposits to and withdrawals from the Reserve Account on that Distribution Date, that excess, first, will be applied to fund any deficiency in the Regular Principal Distributable Amount on that Distribution Date or the amounts described in clauses (14), (15) or (16) of “Application of Available Funds—Priority of Distributions (Pre-Acceleration)” and, second, will be paid to the Certificateholders. Any amount paid to the Certificateholders will no longer be the property of the Trust. After the payment in full of all accrued and unpaid interest on the Notes and the principal amount of the Notes and the termination of the Trust, any funds remaining on deposit in the Reserve Account will be paid to the Certificateholders.

A firm of independent certified public accountants will furnish to the Seller, the Owner Trustee and the Indenture Trustee an annual statement attesting to the Servicer’s assessment of its compliance with certain minimum servicing criteria during the preceding 12 months (or, in the case of the first certificate, from the Closing Date), including criteria regarding cash collection and administration. There will be no other independent verification of the deposits to or withdrawals from the Reserve Account.

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Optional Prepayment

In order to avoid excessive administrative expense, the Servicer will be permitted, at its option, to purchase all remaining Receivables from the Trust on any Distribution Date if the Pool Balance as of the close of business on the last day of the related Collection Period was 10% or less of the Pool Balance as of the Cutoff Date. The exercise of this right will effect the early retirement of the Notes.

See “The Sale and Servicing Agreement—Optional Purchase of Receivables” in this prospectus supplement for a further discussion of this option.

Controlling Class

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

APPLICATION OF AVAILABLE FUNDS

Sources of Available Funds

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

• collections received on or with respect to the Receivables during the related Collection Period;

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

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

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

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

• [net amounts, if any, received by the Trust under the Interest Rate Swap; and]

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

Priority of Distributions (Pre-Acceleration)

On each Distribution Date, unless an Event of Default has occurred under the Indenture which has resulted in an acceleration of the Notes, the Trust will apply the Available Funds for that Distribution Date in the following amounts and order of priority:

(1) to the Servicer, [the Backup Servicer] or any other successor Servicer, as applicable, the Servicing Fee for the related Collection Period plus any overdue Servicing Fees for prior Collection Periods plus any Unreimbursed Servicer Advances for the related Collection Period;

(2) [to the Backup Servicer, the Backup Servicer Fee for the related Collection Period plus any overdue Backup Servicer Fees for prior Collection Periods plus any unpaid indemnity amounts due to the Backup Servicer plus, if the Backup Servicer has replaced CarMax Business Services as Servicer, any unpaid transition expenses due in respect of the transfer of servicing to the Backup Servicer; provided, however, that the aggregate amount of such indemnity amounts and transition expenses paid pursuant to this clause (2) shall not exceed $175,000;]

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(3) [to the swap counterparty, the Monthly Swap Payment Amount for that Distribution Date;]

(4) [pro rata, (a)] to the Note Payment Account for the benefit of the holders of the Class A Notes, the Interest Distributable Amount for each class of Class A Notes for that Distribution Date [and (b) to the swap counterparty, any Senior Swap Termination Payment Amounts];

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

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

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

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

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

(10) [to the Note Payment Account for the benefit of the holders of the Class D Notes, the Interest Distributable Amount for the Class D Notes for that Distribution Date;]

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

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

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

(14) if [the Backup Servicer] or any other successor Servicer has replaced CarMax Business Services as Servicer, to [the Backup Servicer] or other successor Servicer, as applicable, any unpaid transition expenses due in respect of the transfer of servicing to [the Backup Servicer] that are in excess of the related cap described under clause (2) above plus any unpaid transition expenses due in respect of the transfer of servicing to any other successor Servicer plus any Additional Servicing Fees for the related Collection Period;

(15) [to the Backup Servicer, any unpaid indemnity amounts due to the Backup Servicer that are in excess of the related cap described under clause (2) above;]

(16) [to the swap counterparty, any Subordinate Swap Termination Payment Amounts; and]

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

In addition, if the aggregate amount on deposit in the Collection Account and the Reserve Account on any Distribution Date equals or exceeds the aggregate principal amount of the Notes, accrued and unpaid interest thereon, all amounts due to the Servicer, [all amounts due to the Backup Servicer] [and all amounts due to the swap counterparty], all such amounts will be applied up to the amount necessary to retire the Notes and pay such amounts due.

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Application of Funds

(Pre-Acceleration)

The following diagram shows how Available Collections, [net amounts received under the Interest Rate Swap] and, if necessary, funds withdrawn from the Reserve Account will be applied prior to an acceleration of the Notes.

¹  In general, amounts will be withdrawn from the Reserve Account and included in the Available Funds for any Distribution Date to the extent that Available Collections [plus net amounts, if any, received by the Trust under the Interest Rate Swap] for that Distribution Date are not sufficient to pay current and overdue Servicing Fees, Unreimbursed Servicer Advances, [current and overdue Backup Servicer Fees, Backup Servicer transition expenses and indemnity amounts up to a $175,000 aggregate cap,] [the Monthly Swap Payment Amount, any Senior Swap Termination Payment Amounts], current and overdue interest on the Class A Notes, the Class B Notes, the Class C Notes and [the Class D Notes], the Priority Principal Distributable Amount, the Secondary Principal Distributable Amount, the Tertiary Principal Distributable Amount and the Quaternary Principal Distributable Amount, in each case for that Distribution Date.

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Priority of Distributions (Post-Acceleration)

If the Notes have been accelerated following the occurrence of an Event of Default under the Indenture, the priority of distributions will change from the normal priority set forth under “Application of Available Funds—Priority of Distributions (Pre-Acceleration)”. On each Distribution Date following acceleration of the Notes, the Trust will apply the Available Funds for that Distribution Date in the following amounts and order of priority:

(1)	to the Servicer, [the Backup Servicer] or any other successor Servicer, as applicable, the Servicing Fee for the related Collection Period plus any overdue Servicing Fees for prior Collection Periods plus any Unreimbursed Servicer Advances for the related Collection Period;
(2)	[to the Backup Servicer, the Backup Servicer Fee for the related Collection Period plus any overdue Backup Servicer Fees for prior Collection Periods plus any unpaid indemnity amounts due to the Backup Servicer plus, if the Backup Servicer has replaced CarMax Business Services as Servicer, any unpaid transition expenses due in respect of the transfer of servicing to the Backup Servicer without regard to the cap of $175,000 in the aggregate with respect to indemnity amounts and transition expenses;]
(3)	[to the swap counterparty, the Monthly Swap Payment Amount for that Distribution Date;]
(4)	[pro rata, (a)] to the Class A Noteholders, the Interest Distributable Amount for the Class A Notes [and (b) to the swap counterparty, any Senior Swap Termination Payment Amounts;]
(5)(a)	if an Event of Default has occurred as a result of the first, second or fifth event set forth under “Description of the Indenture—Events of Default” in the prospectus, in the following order of priority:
	•    to the Class A-1 Noteholders, until the Class A-1 Notes have been paid in full; •    to the Class A-2 Noteholders, the Class A-3 Noteholders and the Class A-4 Noteholders, pro rata, until all classes of the Class A Notes have been paid in full; •    to the Class B Noteholders, the Interest Distributable Amount for the Class B Notes; •    to the Class B Noteholders, until the Class B Notes have been paid in full; •    to the Class C Noteholders, the Interest Distributable Amount for the Class C Notes; •    to the Class C Noteholders, until the Class C Notes have been paid in full; •    [to the Class D Noteholders, the Interest Distributable Amount for the Class D Notes; and] •    [to the Class D Noteholders, until the Class D Notes have been paid in full.]
(5)(b)	if an Event of Default has occurred as a result of any event set forth under “Description of the Indenture—Events of Default” in the prospectus, other than those events described in clause 5(a) above, in the following order of priority:
	•    to the Class B Noteholders, the Interest Distributable Amount for the Class B Notes; •    to the Class C Noteholders, the Interest Distributable Amount for the Class C Notes; •    [to the Class D Noteholders, the Interest Distributable Amount for the Class D Notes;] •    to the Class A-1 Noteholders, until the Class A-1 Notes have been paid in full; •    to the Class A-2 Noteholders, the Class A-3 Noteholders and the Class A-4 Noteholders, pro rata, until all classes of the Class A Notes have been paid in full;

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	•    to the Class B Noteholders, until the Class B Notes have been paid in full; •    to the Class C Noteholders, until the Class C Notes have been paid in full; and •    [to the Class D Noteholders, until the Class D Notes have been paid in full;]
(6)	if [the Backup Servicer] or any other successor Servicer has replaced CarMax Business Services as Servicer, to [the Backup Servicer] or other successor Servicer, as applicable, any unpaid transition expenses due in respect of the transfer of servicing and any Additional Servicing Fees for the related Collection Period;
(7)	to the Indenture Trustee, all amounts due to the Indenture Trustee as compensation pursuant to the Indenture not previously paid by the Administrator;
(8)	[to the swap counterparty, any Subordinate Swap Termination Payment Amounts; and]
(9)	to the Certificateholders, any amounts remaining after the above distributions.

These general rules for each Distribution Date after the Notes are accelerated following the occurrence of an Event of Default under the Indenture are subject, however, to the exception that if a Distribution Date is a Final Scheduled Distribution Date for one or more classes of Notes, all principal payments will be made on that Distribution Date and on any subsequent Distribution Date first to those classes of Notes with that Final Scheduled Distribution Date, in order of seniority, until those classes of Notes have been paid in full.

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Application of Funds

(Post-Acceleration)

The following diagram shows how Available Funds will be applied after an acceleration of the Notes.

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TRANSACTION FEES AND EXPENSES

The following table sets forth information with respect to the fees payable to the Servicer and the Indenture Trustee. On each Distribution Date, Available Funds will be applied to pay the Servicing Fee to the Servicer and [the Backup Servicer Fee to the Backup Servicer] as described under “Application of Available Funds—Priority of Distributions (Pre-Acceleration)” and “—Priority of Distributions (Post-Acceleration)”. On each Distribution Date following the occurrence of an Event of Default under the Indenture which has resulted in an acceleration of the Notes, Available Funds will be applied to pay amounts due to the Indenture Trustee as compensation pursuant to the Indenture, to the extent not previously paid by the Administrator, as described under “Application of Available Funds—Priority of Distributions (Post-Acceleration)”. Available Funds will not be applied to pay amounts due to the Owner Trustee as compensation pursuant to the Trust Agreement. The formula for the Servicing Fee, the amount of the Indenture Trustee fee and the formula for [the Backup Servicer Fee] are listed in the table below and will not change during the term of this securitization transaction.

Fee	Amount
Servicing Fee	1/12 of 1% of the Pool Balance per month
Indenture Trustee Fee	$[            ] per year
[Backup Servicer Fee	1/12 of [            ]% of the Pool Balance but not  less than $[            ] per month]

The Servicing Fee is paid to the Servicer for the servicing of the Receivables under the Sale and Servicing Agreement. The Servicer will be responsible for its own expenses under the Sale and Servicing Agreement, except that the Servicer may net from collections the costs and expenses of the repossession and disposition of Financed Vehicles and external costs of collection on Defaulted Receivables. The Indenture Trustee fee is paid to the Indenture Trustee for performance of the Indenture Trustee’s duties under the Indenture. The Indenture Trustee’s compensation will include its reasonable out of pocket expenses incurred under the Indenture and any indemnities owed to the Indenture Trustee. [The Backup Servicer Fee is paid to the Backup Servicer for performance of the Backup Servicer’s duties under the Sale and Servicing Agreement. If the Backup Servicer has replaced CarMax Business Services as Servicer, on each Distribution Date, Available Funds will be applied to pay any transition expenses due in respect of the transfer of servicing to the Backup Servicer as described under “Application of Available Funds—Priority of Distributions (Pre-Acceleration)” and “—Priority of Distributions (Post-Acceleration)”.]

See “The Sale and Servicing Agreement—Servicing Compensation and Expenses” in this prospectus supplement and “Description of the Sale and Servicing Agreement—Servicing Compensation and Expenses” in the prospectus for more information regarding the Servicing Fee. See “Description of the Indenture—The Indenture Trustee” in the prospectus for more information regarding the compensation and indemnification of the Indenture Trustee.

MONTHLY INVESTOR REPORTS

On or before each Distribution Date, the Servicer will prepare and deliver to the Indenture Trustee, with copies to the Seller, the Owner Trustee, [the swap counterparty], the Rating Agencies, [the Backup Servicer] and each Paying Agent, if applicable, a monthly investor report for the Indenture Trustee to make available to each Noteholder of record as of the most recent Record Date. Each monthly investor report will contain information about the payments to be made on the Notes on the following Distribution Date, the performance of the Receivables during the preceding month and the status of any credit enhancement. An officer of the Servicer will certify as to the accuracy of the information in each monthly investor report. For so long as the Trust is required to file reports under the Exchange Act, the Servicer will file each monthly investor report with the SEC on Form 10-D within 15 days after the related Distribution Date. These reports on Form 10-D can be inspected and copied at prescribed rates at the public reference facilities maintained by the SEC and can also be viewed electronically at the SEC’s website described under “Where You Can Find Additional Information” in the prospectus. You may obtain copies of these reports free of charge by contacting CarMax Funding at the address set forth under “Copies

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of the Documents” in the prospectus. The Indenture Trustee will make available each month to investors the related monthly investor report via the Indenture Trustee’s internet website with the use of a password provided by the Indenture Trustee. The Indenture Trustee’s internet website will be located at www.CTSLink.com or at such other address as the Indenture Trustee shall notify the investors from time to time. For assistance with regard to this service, you can call the Indenture Trustee’s corporate trust office at (866) 846-4526.

Each monthly investor report will contain the following information for the related Distribution Date:

• the aggregate amount to be distributed as principal for each class of Class A Notes, the Class B Notes, the Class C Notes and [the Class D Notes];

• the Priority Principal Distributable Amount, the Secondary Principal Distributable Amount, the Tertiary Principal Distributable Amount, the Quaternary Principal Distributable Amount, the Regular Principal Distributable Amount and the Interest Distributable Amount for each class [or tranche] of the Class A Notes, the Class B Notes, the Class C Notes and [the Class D Notes];

• [the Interest Rate applicable to each class or tranche of floating rate Notes for the related Interest Period (including LIBOR);]

• the Servicing Fee [and the Backup Servicer Fee;]

• the aggregate outstanding principal amount of each class of Notes and the note pool factor with respect to each class of Notes, in each case after giving effect to all payments to be made on such Distribution Date;

• the Pool Balance as of the close of business on the last day of the preceding Collection Period;

• the number of Receivables that were outstanding as of the close of business on the last day of the preceding Collection Period;

• the Reserve Account Amount after giving effect to all required deposits to and withdrawals from the Reserve Account to be made on such Distribution Date;

• the Reserve Account Draw Amount, if any;

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

• the number and aggregate Principal Balance of Receivables that were 31-60 days, 61-90 days or 91 days or more delinquent as of the last day of the preceding Collection Period;

• the net losses with respect to the preceding Collection Period;

• the Overcollateralization Target Amount for such Distribution Date and the amount by which the Pool Balance as of the last day of the related Collection Period will exceed the Note Balance after giving effect to all payments to be made on such Distribution Date;

• [the Monthly Swap Payment Amount, the Senior Swap Termination Payment Amount, if any, and the Subordinate Swap Termination Payment Amount, if any;]

• the aggregate amount of collections on the Receivables;

• the aggregate amount of excess collections; and

• [the Consolidated Tangible Net Worth as of the last day of the Related Fiscal Quarter.]

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THE SALE AND SERVICING AGREEMENT

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

Servicing the Receivables

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

Accounts

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

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

• the Reserve Account for the benefit of the Noteholders, [the swap counterparty] and the Certificateholders.

Advances

The Servicer, at its option, may make Simple Interest Advances on the Business Day preceding each Distribution Date to the extent that the Servicer determines that such advances will be recoverable. The Servicer will recover Simple Interest Advances from subsequent payments by or on behalf of the respective obligor or, upon the Servicer’s determination that such advance is an Unreimbursed Servicer Advance, from any Available Funds as described in clause (1) under “Application of Available Funds—Priority of Distributions (Pre-Acceleration)” and “—Priority of Distributions (Post-Acceleration)”. Neither the Backup Servicer nor any other successor Servicer will be obligated to make any Simple Interest Advances.

Servicing Compensation and Expenses

The Servicer will be entitled to receive the Servicing Fee on each Distribution Date. The Servicing Fee, together with any portion of the Servicing Fee that remains unpaid from the prior Distribution Date, will be payable on each Distribution Date. The Servicing Fee will be paid only to the extent of the funds deposited into the Collection Account with respect to the Collection Period relating to such Distribution Date, plus funds, if any, deposited into the Collection Account from the Reserve Account.

See “Description of the Sale and Servicing Agreement—Servicing Compensation and Expenses” in the prospectus for more information regarding the Servicing Fee.

Optional Purchase of Receivables

In order to avoid excessive administrative expense, the Servicer will be permitted, at its option, to purchase all remaining Receivables from the Trust on any Distribution Date if the Pool Balance as of the close of business on the last day of the related Collection Period was 10% or less of the Pool Balance as of the Cutoff Date. The

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price to be paid by the Servicer in connection with the exercise of this option will equal the Purchase Amount of all Receivables; provided, however, that the purchase price paid by the Servicer for the remaining Receivables, together with amounts on deposit in the Reserve Account and the Collection Account, must equal or exceed the Note Balance as of the purchase date, plus accrued but unpaid interest on each class of Notes at the related Interest Rate through the related Interest Period, plus all amounts due to the Servicer in respect of its servicing compensation, outstanding and unreimbursed Simple Interest Advances and Unreimbursed Servicer Advances, [plus all amounts due to the Backup Servicer] [plus all amounts due to the swap counterparty under the Interest Rate Swap]. The Servicer will notify the Owner Trustee, the Indenture Trustee, the Seller, [the Backup Servicer] and the Rating Agencies of the Servicer’s intent to exercise its Optional Purchase Right no later than 10 days prior to the related Distribution Date. The exercise of the Optional Purchase Right will effect the early retirement of the Notes.

See “Description of the Sale and Servicing Agreement—Termination” in the prospectus for a further discussion of the circumstances under which the Servicer may exercise this option.

Deposits to the Collection Account

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

See “Description of the Sale and Servicing Agreement—Collections” in the prospectus for a discussion of the circumstances under which the Servicer will not be required to deposit such amounts into the Collection Account until the Business Day preceding the Distribution Date following the Collection Period during which such amounts were received.

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

Servicer Will Provide Information to Indenture Trustee

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

• the aggregate amount of collections on the Receivables;

• the aggregate amount of Defaulted Receivables;

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

• the Reserve Account Draw Amount, if any;

• the Reserve Account Amount;

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

• the Priority Principal Distributable Amount, the Secondary Principal Distributable Amount, the Tertiary Principal Distributable Amount, the Quaternary Principal Distributable Amount, the Regular Principal Distributable Amount and the Interest Distributable Amount for each class [or tranche] of the Class A Notes, the Class B Notes, the Class C Notes and [the Class D Notes];

• [the Interest Rate applicable to each class or tranche of floating rate Notes for the related Interest Period (including LIBOR);]

• the Overcollateralization Target Amount for such Distribution Date and the amount by which the Pool Balance as of the last day of such Collection Period will exceed the Note Balance after giving effect to all payments to be made on such Distribution Date;

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• [the Monthly Swap Payment Amount, the Senior Swap Termination Payment Amount, if any, and the Subordinate Swap Termination Payment Amount, if any;]

• the Unreimbursed Servicer Advances, if any; and

• the Servicing Fee [and the Backup Servicer Fee].

Evidence as to Compliance

In the event that [the Backup Servicer] or any other successor Servicer assumes the duties as Servicer under the Sale and Servicing Agreement, each such Servicer will provide a separate annual statement of a firm of independent certified public accountants attesting to such Servicer’s assessment of its compliance with certain minimum servicing criteria during the preceding 12 months (or, in the case of the first certificate delivered by such Servicer, from the date on which such Servicer assumed the duties as Servicer under the Sale and Servicing Agreement) and a separate certificate signed by an officer of such Servicer stating that such Servicer has fulfilled its obligations under the Sale and Servicing Agreement throughout the preceding 12 months (or, in the case of the first certificate delivered by such Servicer, from the date on which such Servicer assumed the duties as Servicer under the Sale and Servicing Agreement) or, if there has been a default in the fulfillment of any such obligation in any material respect, describing each default.

See “Description of the Sale and Servicing Agreement—Evidence as to Compliance” in the prospectus for more information regarding annual statements and certificates to be delivered by the Servicer.

Events of Servicing Termination

[In addition to the events described under “Description of the Sale and Servicing Agreement—Events of Servicing Termination” in the prospectus, the Special Unrated Servicer Tangible Net Worth Event will constitute an “Event of Servicing Termination” under the Sale and Servicing Agreement.]

Rights Upon Event of Servicing Termination

If CarMax Business Services is the Servicer that is terminated as described under “Description of the Sale and Servicing Agreement—Rights Upon Event of Servicing Termination” in the prospectus, [the Backup Servicer] will succeed to all of the responsibilities, duties and liabilities of the Servicer under the Sale and Servicing Agreement, except as expressly set forth in the Sale and Servicing Agreement. If CarMax Business Services is not the Servicer that is terminated, the Indenture Trustee will appoint a successor Servicer as described under “Description of the Sale and Servicing Agreement—Rights Upon Event of Servicing Termination” in the prospectus.

[Replacement of Backup Servicer]

[Under the Sale and Servicing Agreement, the Backup Servicer may not resign from its obligations and duties as Backup Servicer thereunder except upon a determination that the Backup Servicer’s performance of its duties is no longer permissible under applicable law. No resignation will become effective until an entity acceptable to the holders of Notes evidencing not less than 51% of the Controlling Class shall have assumed the obligations and duties of the Backup Servicer under the Sale and Servicing Agreement.]

THE INDENTURE

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

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Rights Upon Event of Default

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

Replacement of Indenture Trustee

Pursuant to the Trust Indenture Act of 1939, as amended, the Indenture Trustee may be deemed to have a conflict of interest and be required to resign as trustee for the Class A Notes, the Class B Notes, the Class C Notes or [the Class D Notes] if a default occurs under the Indenture. In these circumstances, the Indenture will provide for a successor trustee to be appointed for one or each of the Class A Notes, the Class B Notes, the Class C Notes or [the Class D Notes], in order that there be separate trustees for each of the Class A Notes, the Class B Notes, the Class C Notes and [the Class D Notes]. Any resignation of the original Indenture Trustee with respect to any class of Notes will become effective only upon the appointment of a successor trustee for such class of Notes and such successor’s acceptance of such appointment.

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

See “Description of the Indenture—Replacement of Indenture Trustee” in the prospectus for more information.

Satisfaction and Discharge of Indenture

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

• upon delivery to the Indenture Trustee for cancellation of all the Notes or, if all Notes not delivered to the Indenture Trustee for cancellation have become due and payable, upon the irrevocable deposit with the Indenture Trustee of funds sufficient for the payment in full of the principal amount of and all accrued but unpaid interest on the Notes;

• upon payment by the Trust of all amounts due under the Indenture and the other transaction documents;

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

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

[THE INTEREST RATE SWAP]

[SECTION TO BE MODIFIED BASED UPON THE ACTUAL TERMS OF EACH INTEREST RATE SWAP] [On the Closing Date, the Trust will enter into an interest rate swap transaction with respect to each class or tranche of floating rate Notes pursuant to the Interest Rate Swap with                 , as the swap counterparty, to hedge its floating rate interest obligations with respect to each class or tranche of floating rate Notes.]

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[In general, under the Interest Rate Swap, the Trust will receive payments at a rate or rates determined by reference to LIBOR, which is the basis for determining the amount of interest due on the floating rate Notes. Under each interest rate swap transaction pursuant to the Interest Rate Swap, on each Distribution Date:

• the Trust will be obligated to pay to the swap counterparty a fixed interest rate on the basis of a 360-day year of twelve 30-day months on a notional amount equal to the outstanding principal amount of the corresponding class or tranche of floating rate Notes as of the preceding Distribution Date (or, in the case of the first Distribution Date, the Closing Date), after giving effect to all principal payments made with respect to such class or tranche of floating rate Notes on that preceding Distribution Date; and

• the swap counterparty will be obligated to pay to the Trust a floating interest rate based on LIBOR for the related Distribution Date on a notional amount equal to the outstanding principal amount of the corresponding class or tranche of floating rate Notes as of the preceding Distribution Date (or, in the case of the first Distribution Date, the Closing Date), after giving effect to all principal payments made with respect to such class or tranche of floating rate Notes on that preceding Distribution Date.]

[The fixed interest rate to be used in calculating the Trust’s monthly payments to the swap counterparty under the interest rate swap transaction corresponding to the Class             Notes will be equal to     % per annum.]

[On each Distribution Date, the amount the Trust will be obligated to pay will be netted against the amount payable by the swap counterparty under the Interest Rate Swap. Only the net amount will be payable by the Trust or the swap counterparty, as applicable.]

[The Interest Rate Swap provides for specified events of default and termination events. Events of default include the failure to make payments due under the Interest Rate Swap and the acceleration of the Notes after the occurrence of an Event of Default.]

[In the event that the swap counterparty’s long-term or short-term ratings cease to be at the levels required according to the criteria of the Rating Agencies, the swap counterparty will be obligated to assign its rights and obligations under the Interest Rate Swap to another party reasonably acceptable to the Trust or post collateral to maintain the ratings of the Notes. If the swap counterparty has not taken one of the actions specified above within the specified time, the Trust may terminate the Interest Rate Swap.]

[If an event of default or a termination event occurs under the Interest Rate Swap, the non-defaulting party or the party that is not the affected party (except in the case of an illegality or a tax event, in which case either party), as applicable, may elect to terminate the Interest Rate Swap. In the event of the termination of the Interest Rate Swap, a termination payment may be due to the swap counterparty by the Trust out of funds that would otherwise be available to make distributions to the Noteholders or the Certificateholders or due to the Trust by the swap counterparty. The amount of the termination payment will be based on market quotations of the cost of entering into a similar swap transaction, in accordance with the procedures set forth in the Interest Rate Swap. The termination payment could be substantial if market interest rates and other conditions have changed materially since the issuance of the Notes.]

[The swap counterparty will have the right to consent to amendments under the Indenture, the Receivables Purchase Agreement, the Sale and Servicing Agreement, the Trust Agreement and the Administration Agreement other than amendments that do not materially and adversely affect the interests of the swap counterparty.]

[The Swap Counterparty]

[The swap counterparty will be                 . The swap counterparty is organized under the laws of                 .]

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[The swap counterparty will be an entity actively engaged in the interest rate swap business. The swap counterparty’s long-term and short-term ratings will be at least at the levels required according to the criteria of the Rating Agencies.]

[Insert any additional information on the swap counterparty in accordance with Item 1103(a)(3)(ix), Item 1114 and Item 1115 of Regulation AB, as applicable.]

[Swap Agreement Significance Percentage]

[Based on a reasonable good faith estimate of maximum probable exposure calculated in accordance with the sponsor’s general risk management procedures, the significance percentage of the Interest Rate Swap is less than 10%.]

MATERIAL FEDERAL INCOME TAX CONSEQUENCES

In the opinion of McGuireWoods LLP, counsel for the Seller and federal tax counsel for the Trust, for United States federal income tax purposes, the Offered Notes will be characterized as debt and the Trust will not be characterized as an association (or a publicly traded partnership) taxable as a corporation.

See “Material Federal Income Tax Consequences” in the prospectus for additional information regarding the United States federal income tax treatment of the Notes.

ERISA CONSIDERATIONS

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

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

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

See “ERISA Considerations” in the prospectus.

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

Depending on the relevant facts and circumstances, certain prohibited transaction exemptions may apply to the purchase or holding of securities—for example, PTCE 96-23, which exempts certain transactions effected on behalf of a Plan by an “in-house asset manager”; PTCE 95-60, which exempts certain transactions by insurance company general accounts; PTCE 91-38, which exempts certain transactions by bank collective investment funds; PTCE 90-1, which exempts certain transactions by insurance company pooled separate accounts; PTCE 84-14, which exempts certain transactions effected on behalf of a Plan by a “qualified professional asset manager”; PTCE 2000-58, as subsequently amended by PTCE 2002-41, which exempts certain transactions involving issuers of asset backed securities which are either debt or equity investments; or the service provider exemption provided by Section 408(b)(17) of ERISA and Section 4975(d)(20) of the Internal Revenue Code. Each investor in an Offered

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Note, by its acceptance of the Offered Note or a beneficial interest therein, will be deemed to represent either that it is not a Plan, and is not investing on behalf of or with plan assets of a Plan, or that its acquisition and holding of the Offered Note satisfy the requirements for exemptive relief under one of the foregoing exemptions.

Because the Trust, the Seller, the Servicer, the Backup Servicer, the Owner Trustee, the Indenture Trustee, the underwriters or any of their respective affiliates may receive certain benefits in connection with the sale of the Offered Notes, the purchase of Offered Notes using plan assets over which any of such parties has investment authority may be deemed to be a violation of the prohibited transaction rules of ERISA or Section 4975 of the Internal Revenue Code for which no exemption may be available. Accordingly, any investor considering a purchase of Offered Notes using plan assets should consult with its counsel if the Trust, the Seller, the Servicer, the Owner Trustee, the Indenture Trustee, any underwriter or any of their respective affiliates has investment authority or administrative discretion or provides advice for a direct or indirect fee with respect to such assets or is an employer maintaining or contributing to the Plan. The sale of Offered Notes to a Plan is in no respect a representation by the Trust, the Seller, the Servicer, the Backup Servicer, the Owner Trustee, the Indenture Trustee, any underwriter of the Offered Notes or any of their respective affiliates that this investment meets all relevant legal requirements with respect to investments made by Plans generally or any particular Plan or that this investment is appropriate for Plans generally or any particular Plan.

See “ERISA Considerations” in the prospectus for additional information regarding treatment of the Notes under ERISA.

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UNDERWRITING

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

Underwriters	Principal Amount  of Class A-1 Notes	Principal Amount  of Class A-2 Notes	Principal Amount  of Class A-3 Notes	Principal Amount  of Class A-4 Notes
[                     ]	$	$	$	$
[                     ]
[                     ]
[                     ]
[                     ]
Total	$	$	$	$
Underwriters		Principal Amount of Class B Notes	Principal Amount of Class C Notes	[Principal Amount of Class D Notes]
[                     ]		$	$	$
[                     ]
Total		$	$	$

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

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

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

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

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

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

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As discussed under “Use of Proceeds” above, CarMax Business Services or its affiliates may use all or a portion of the net proceeds from the sale of the Offered Notes to pay their respective existing indebtedness, including warehouse debt secured by the Receivables prior to the transfer of the Receivables to the Seller. Portions of such warehouse debt are owed to [    ] of the underwriters or their affiliates or entities for which their affiliates act as administrator and/or provide liquidity lines.

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

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

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

[European Economic Area]

[In relation to each Relevant Member State of the European Economic Area, each underwriter has represented and agreed that, with effect from and including the Relevant Implementation Date, it has not made and will not make an offer of Notes to the public in that Relevant Member State other than:

• to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities;

• to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year, (2) a total balance sheet of more than €43,000,000 and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts;

• to fewer than 100 natural or legal persons (other than qualified investors as defined in the Prospectus Directive) subject to obtaining the prior consent of the representative; or

• in any other circumstances falling within Article 3(2) of the Prospectus Directive;

provided that no such offer of Notes shall require the Trust, CarMax Business Services, the Seller or any underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive.

For the purposes of this provision, the expression an “offer of Notes to the public” in relation to any Notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe the Notes, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State.]

[Capital Requirements Directive]

[European Union member states are in the process of implementing Article 122a of the Capital Requirements Directive 2006/48/EC (as amended by Directive 2009/111/EC) that, among other things, places certain restrictions on the ability of an EU-regulated credit institution to invest in asset-backed securities. Article 122a requires such credit institutions to invest only in asset-backed securities in respect of which the sponsor or originator has disclosed to investors that it will retain a specified minimum net economic interest in the securitization transaction. Prior to investing in an asset-backed security, the credit institution must also be able to demonstrate that it has a comprehensive and thorough understanding of the securitization transaction and its structural features by satisfying the due diligence requirements and ongoing monitoring obligations of Article 122a.]

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[None of CarMax Business Services, the Seller or any of their respective affiliates is obligated to retain a material net economic interest in the securitization transaction described in this prospectus supplement and the prospectus or to provide any additional information that may be required to enable a credit institution to satisfy the due diligence and monitoring requirements of Article 122a.]

[Failure of an EU-regulated credit institution (or any other EU-regulated investor that may become subject to Article 122a) to comply with one or more requirements for an investment in a securitization set forth in Article 122a in any material respect may result in the imposition of a penalty regulatory capital charge on the securities acquired by that credit institution. In addition, Article 122a and any other changes to the regulation or regulatory treatment of asset-backed securities may negatively impact the regulatory position of affected investors and have an adverse impact on the value and liquidity of asset-based securities such as the Notes. Noteholders should analyze their own regulatory position and are encouraged to consult with their own investment and legal advisors regarding compliance with Article 122a and the suitability of the Notes for investment.]

[United Kingdom]

[Each underwriter has severally represented to and agreed with the Seller that:

• in relation to any Notes which have a maturity of less than one year, (i) it is a person whose ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of its business and (ii) it has not offered or sold and will not offer or sell any Notes other than to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or as agent) for the purposes of their businesses or who it is reasonable to expect will acquire, hold, manage or dispose of investments (as principal or agent) for the purposes of their businesses where the issue of the Notes would otherwise constitute a contravention of Section 19 of the FSMA by the Trust;

• it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of any Notes in circumstances in which Section 21(1) of the FSMA does not apply to the Trust; and

• it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Notes in, from or otherwise involving the United Kingdom.]

[Ireland]

[Each underwriter has severally represented to and agreed with the Seller that:

• it will not underwrite or place the Notes in such circumstances that do not comply with the provisions of the Investment Intermediaries Act, 1995 of Ireland, as amended, including, without limitation, Sections 9 and 23 (including advertising restrictions made thereunder) thereof and any codes of conduct rules made under Section 37 thereof, and the provisions of the Investor Compensation Act 1988.

• it will not underwrite the issue of, or place, the Notes other than in conformity with the provisions of the Irish Central Bank Acts 1942 1999, as amended, and any codes of conduct rules made under Section 117(1) thereof;

• it will not underwrite, place or do anything in Ireland in respect of the Notes other than in conformity with the provisions of the Irish Prospectus (Directive 2003/71/EC) Regulations 2005 and any rules issued under Section 51 of the Irish Investment Funds, Companies and Miscellaneous Provisions Act 2005, by the Irish Central Bank and Financial Services Regulatory Authority; and

• it will not underwrite the issue of, place or otherwise act in Ireland in respect of the Notes, other than in conformity with the provisions of the Irish Market Abuse (Directive 2003/6/EC) Regulations 2005 and any rules issued under Section 34 of the Irish Investment Funds, Companies and Miscellaneous Provisions Act 2005 by the Irish Financial Services Regulatory Authority.]

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AFFILIATIONS AND CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

CarMax Business Services is the sponsor of this securitization transaction and the servicer of the Receivables. CarMax Business Services is the sole equity member of the Seller. CarMax Business Services has caused the Seller to form the Trust, which will be the issuing entity for this securitization transaction.

[[                                         ], an underwriter for the Offered Notes, and [                                        ], the swap counterparty, are affiliates and engage in transactions with each other involving securitizations.]

RATINGS OF THE NOTES

The depositor expects that the Notes will receive credit ratings from [two] NRSROs hired by the sponsor to rate the Notes.

The ratings of the Notes address the likelihood of the payment of principal and interest on the Notes according to their terms. The ratings assigned to the Notes do not represent any assessment of the likelihood that principal prepayments on the Receivables might differ from those originally anticipated or address the possibility that Noteholders might suffer a lower than anticipated yield. Each Rating Agency rating the notes will monitor the ratings using its normal surveillance procedures. Each Rating Agency, in its discretion, may change, qualify or withdraw an assigned rating at any time as to any class of Notes. Any rating action taken by one Rating Agency may not necessarily be taken by the other Rating Agency. No transaction party will be responsible for monitoring any changes to the ratings on the Notes.

A security rating is not a recommendation to purchase, hold or sell securities and may be subject to revision or withdrawal at any time for any reason. No person or entity will be obligated to provide any additional credit enhancement with respect to the Notes. Any withdrawal of a rating may have an adverse effect on the liquidity and market price of the Notes.

LEGAL PROCEEDINGS

[We are not aware of any legal proceeding pending against CarMax Business Services, the Seller, the Trust, the Owner Trustee, the Indenture Trustee or the Servicer, or against the property of any such transaction party, that is material to this securitization transaction. We are not aware of any such legal proceeding contemplated by any governmental authority.]

LEGAL OPINIONS

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

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GLOSSARY OF TERMS

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

“ABS” means the Absolute Prepayment Model which we use to measure prepayments on receivables and we describe under “Maturity and Prepayment Considerations—Weighted Average Lives of the Notes”.

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

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

“Administration Agreement” means the Administration Agreement, dated as of March 1, 2011, among the Administrator, the Trust and the Indenture Trustee, as amended or supplemented.

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

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

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

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

• all Simple Interest Advances made by the Servicer;

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

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

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

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

“Available Funds” means, for any Distribution Date, the sum of Available Collections, the Reserve Account Draw Amount [and the net amount, if any, paid to the Trust under the Interest Rate Swap on that Distribution Date].

[“Backup Servicer” means Wells Fargo Bank, National Association, as backup servicer under the Sale and Servicing Agreement, and its successors in such capacity.]

[“Backup Servicer Fee” means a fee payable to the Backup Servicer on each Distribution Date for the related Collection Period for the performance of the Backup Servicer’s duties under the Sale and Servicing

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Agreement which is equal to the product of 1/12 of 0.0075% and the Pool Balance as of the first day of that Collection Period (or as of the Cutoff Date in the case of the first Distribution Date), but not less than $[        ].]

“Certificateholders” means holders of record of the Certificates.

“Certificates” means the CarMax Auto Owner Trust 20[    ]-[    ] certificates.

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

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

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

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

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

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

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

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

“Closing Date” means the date on which the Notes are initially issued, which is expected to be [            ], 20[    ].

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

“Collection Period” means, with respect to any Distribution Date, the calendar month preceding the calendar month in which such Distribution Date occurs, except that the first Collection Period will be the period from but excluding the Cutoff Date to and including [            ], 20[    ].

[“Consolidated Tangible Net Worth” means, as of any date, all amounts which, in conformity with generally accepted accounting principles, would be included under stockholder’s equity on the consolidated balance sheet of CarMax, Inc. as of such date; provided, however, that, in any event, such amounts shall be net of amounts carried on the consolidated financial statements of CarMax, Inc. for any write-up in the book value of any assets of CarMax, Inc. resulting from a revaluation thereof subsequent to February 28, 2009, treasury stock, intangible assets and indebtedness owing from officers, employees, shareholders or affiliates of CarMax, Inc. (but only if the aggregate amount of such indebtedness exceeds $1,000,000).]

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

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

S-69

“Cutoff Date” means the close of business on [            ], 20[    ].

“Cumulative Net Loss Percentage” means, for any Distribution Date, the ratio, expressed as a percentage, of:

• the aggregate Principal Balance of all Defaulted Receivables as of the last day of the related Collection Period minus the aggregate Liquidation Proceeds received since the Cutoff Date through the last day of the related Collection Period to

• the Pool Balance as of the Cutoff Date.

“Delaware Trustee” means BNY Mellon Trust of Delaware, a Delaware banking corporation, acting not in its individual capacity but solely as Delaware trustee under the Trust Agreement, and its successors in such capacity.

[“Designated LIBOR Page” means the display on Reuters Screen LIBOR01 Page or any successor service or any page as may replace the designated page on that service or any successor service that displays the London interbank rates of major banks for United States dollars.]

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

“Distribution Date” means the date on which the Trust will pay interest and principal on the Notes, which will be the 15^th day of each month or, if any such day is not a Business Day, the next Business Day, commencing [            ], 20[    ].

“European Economic Area” means the European Union member states, together with Iceland, Liechtenstein and Norway.

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

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

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

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

“Fiscal Quarter” means a fiscal quarter of a Fiscal Year.

“Fiscal Year” means the fiscal year of CarMax, which period is the 12-month period ending on the last day in February in each year.

“FSMA” means the Financial Services and Markets Act 2000.

“Indenture” means the Indenture, dated as of [            ], 20[    ], between the Trust and the Indenture Trustee, as amended or supplemented.

“Indenture Trustee” means Wells Fargo Bank, National Association, a national banking association, acting not in its individual capacity but solely as indenture trustee under the Indenture, and its successors in such capacity.

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

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

“Interest Period” means:

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

• with respect to any Distribution Date and any class [or tranche] of fixed rate Notes other than the Class A-1 Notes, the period from, and including the 15th day of the month of the prior Distribution Date (or from, and including, the Closing Date with respect to the first Distribution Date) to, but excluding, the 15th day of the month of the current Distribution Date.

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

[“Interest Rate Swap” means, the interest rate swap agreement, consisting of the ISDA Master Agreement, the schedule thereto, the credit support annex thereto, if applicable, and a confirmation corresponding to each class or tranche of floating rate Notes between the Trust and the swap counterparty in effect on the Closing Date, as amended, supplemented or replaced.]

[“LIBOR” means, for any Interest Period, the rate per annum of deposits in United States dollars having a one-month maturity that appears on the Designated LIBOR Page at approximately 11:00 a.m., London time, two London business days prior to the Distribution Date immediately preceding the Distribution Date to which such Interest Period relates (or, in the case of the initial Distribution Date, the day of pricing the Offered Notes) (each, a “LIBOR Determination Date”); provided, however, that, for the first Interest Period, LIBOR means an interpolated rate for deposits based on London interbank offered rates for deposits in United States dollars for a period that corresponds to the actual number of days in the first Interest Period. Notwithstanding the foregoing, in the event that no rate for one-month dollar deposits appears on the Designated LIBOR Page on the applicable LIBOR Determination Date, then LIBOR shall be the arithmetic mean (rounded upwards to the nearest one-sixteenth of 1%) of the rates at which one-month dollar deposits are offered to prime banks in the London interbank market by four major banks in that market selected by the Indenture Trustee as of the LIBOR Determination Date and time specified above. If fewer than two quotations are provided by such banks, then LIBOR shall be the arithmetic mean (rounded upwards as above) of the rates at which one-month loans in United States dollars are offered to leading European banks by three major banks in New York City selected by the Indenture Trustee as of 11:00 a.m., New York City time, on the applicable LIBOR Determination Date. If no such quotation can be obtained, LIBOR for such Interest Period will be LIBOR for the prior Interest Period.]

“Liquidation Proceeds” means all amounts received by the Servicer, from whatever source, with respect to any Defaulted Receivable, net of the sum of expenses incurred by the Servicer in connection with collection of such Receivable and the repossession and disposition of the related Financed Vehicle (to the extent not previously reimbursed to the Servicer) plus any payments required by law to be remitted to the obligor.

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“Monthly Interest Distributable Amount” means, with respect to any Distribution Date and any class of Notes, the interest due on that class of Notes for the related Interest Period calculated based on the principal amount of that class of Notes on the preceding Distribution Date, after giving effect to all payments of principal to holders of that class of Notes on or prior to that Distribution Date, or, in the case of the first Distribution Date, on the original principal amount of that class of Notes.

[“Monthly Swap Payment Amount” means, with respect to any Distribution Date, the amount, if any, payable by the Trust under the Interest Rate Swap on that Distribution Date other than Swap Termination Payment Amount.]

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

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

“Noteholders” means holders of record of the Notes.

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

“NRSRO” means nationally recognized statistical rating organization.

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

“Optional Purchase Right” means the Servicer’s right to purchase all outstanding Receivables from the Trust on any Distribution Date following the last day of a Collection Period as of which the Pool Balance is equal to or less than 10% of the Pool Balance as of the Cutoff Date.

“Overcollateralization Reduction Test” means, with respect to the applicable Distribution Date, a test that is met if (a) the amount on deposit in the Reserve Account on that Distribution Date, after giving effect to all required deposits to and withdrawals from the Reserve Account on that Distribution Date, equals or exceeds the Required Reserve Account Amount for that Distribution Date, (b) the amount of overcollateralization on the preceding Distribution Date, after giving effect to all payments of principal made with respect to the Notes on that preceding Distribution Date, equaled or exceeded the Overcollateralization Target Amount for that preceding Distribution Date and (c) the Cumulative Net Loss Percentage for that Distribution Date is less than:

• [    ]% for the [            ] 20[    ] Distribution Date; or

• [    ]% for the [            ] 20[    ] Distribution Date.

“Overcollateralization Target Amount” means, with respect to any Distribution Date, the greater of (a) not less than [    ]% of the Pool Balance as of the last day of the related Collection Period and (b) [    ]% of the Pool Balance as of the Cutoff Date; provided, however, that if:

• the Overcollateralization Reduction Test is met on the [            ] 20[    ] Distribution Date, the percentage in clause (a) will be reduced to [    ]% and the percentage in clause (b) will be reduced to [    ]% on that Distribution Date and will remain at these percentages for each following Distribution Date; or

• the Overcollateralization Reduction Test is met on the [            ] 20[    ] Distribution Date, the percentage in clause (a) will be reduced to [    ]% and the percentage in clause (b) will be reduced to [    ]% on that Distribution Date (regardless of whether the Overcollateralization Reduction Test was met on the [            ] 20[    ] Distribution Date) and will remain at these percentages for each following Distribution Date.

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“Owner Trustee” means The Bank of New York Mellon, a New York banking corporation, acting not in its individual capacity but solely as owner trustee under the Trust Agreement, and its successors in such capacity.

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

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

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

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

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

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

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

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

“Prospectus Directive” means Directive 2003/71/EC and includes any relevant implementing measure.

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

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

[“Quaternary Principal Distributable Amount” means, with respect to any Distribution Date, (i) the excess, if any, of the sum of the principal amount of the Class A Notes, the Class B Notes, the Class C Notes and the Class D Notes on that Distribution Date (before giving effect to any payments made to the holders of the Notes on that Distribution Date) over the Pool Balance as of the last day of the related Collection Period minus (ii) the sum of the Priority Principal Distributable Amount, the Secondary Principal Distributable Amount and the Tertiary Principal Distributable Amount, in each case for that Distribution Date; provided, however, that, on and after the Final Scheduled Distribution Date for the Class D Notes, the Quaternary Principal Distributable Amount will not be less than the amount that is necessary to reduce the outstanding amount of the Class D Notes to zero.]

“Rating Agency” means each of the [two] nationally recognized statistical rating organizations hired by the sponsor to assign ratings to the Notes.

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

“Receivables Purchase Agreement” means the Receivables Purchase Agreement, dated as of [                ] 20[    ], between CarMax Business Services and the Seller, as amended or supplemented.

S-73

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

“Regular Principal Distributable Amount” means, with respect to any Distribution Date, an amount equal to the lesser of (i) the aggregate principal amount of the Notes on that Distribution Date (before giving effect to any payments made to holders of the Notes on that Distribution Date) and (ii) an amount equal to:

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

• the sum of the Priority Principal Distributable Amount, the Secondary Principal Distributable Amount, the Tertiary Principal Distributable Amount [and the Quaternary Principal Distributable Amount], if any, in each case for that Distribution Date.

[“Related Fiscal Quarter” means:

• for any Distribution Date occurring in August, September or October, the Fiscal Quarter ending on the last day of the preceding May;

• for any Distribution Date occurring in November, December or January, the Fiscal Quarter ending on the last day of the preceding August;

• for any Distribution Date occurring in February, March or April, the Fiscal Quarter ending on the last day of the preceding November; and

• for any Distribution Date occurring in May, June or July, the Fiscal Quarter ending on the last day of the preceding February.]

“Relevant Implementation Date” means the date on which the Prospectus Directive was implemented in the applicable Relevant Member State.

“Relevant Member State” means each member state of the European Economic Area which has implemented the Prospectus Directive.

“Required Payment Amount” means, for any Distribution Date, the aggregate amount to be applied on that Distribution Date in accordance with clauses (1) through (11) under “Application of Available Funds—Priority of Distributions (Pre-Acceleration)”.

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

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

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

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

• the amount, if any, by which the Required Payment Amount for that Distribution Date exceeds the Available Collections [plus net amounts, if any, received by the Trust under the Interest Rate Swap] for that Distribution Date; and

• the Reserve Account Amount for that Distribution Date;

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

“Reserve Account Initial Deposit” means $[            ].

“Sale and Servicing Agreement” means the Sale and Servicing Agreement, dated as of [                    ], 20[    ], among the Trust, the Seller and the Servicer, as amended or supplemented.

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

[“Senior Swap Termination Payment Amount” means any Swap Termination Payment Amount other than a Subordinate Swap Termination Payment Amount.]

“Servicer” means CarMax Business Services, acting in its capacity as servicer of the receivables under the Sale and Servicing Agreement, and its successors in such capacity.

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

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

[“Special Unrated Servicer Tangible Net Worth Event” means, for any Distribution Date, the failure of CarMax, Inc. to have, as of the last day of the Related Fiscal Quarter, a Consolidated Tangible Net Worth of at least $1,000,000,000.]

“Statistical Calculation Date” means the close of business on [                    ], 20[    ], the date used in preparing the statistical information presented in this prospectus supplement.

[“Subordinate Swap Termination Payment Amount” means any Swap Termination Payment Amount resulting from a termination where the swap counterparty is the Defaulting Party or the sole Affected Party (as defined in the Interest Rate Swap) other than terminations arising from a Tax Event or Illegality (as defined in the Interest Rate Swap) other than terminations arising from a Tax Event or Illegality (as defined in the Interest Rate Swap) together with any other unpaid amount due and payable by the Trust to the swap counterparty pursuant to the Interest Rate Swap.]

[“Swap Termination Payment Amount” means any amount due to the swap counterparty from the Trust in respect of an early termination date of the Interest Rate Swap.]

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

“Trust” means CarMax Auto Owner Trust 20[        ]-[    ], and its successors.

“Trust Agreement” means the Amended and Restated Trust Agreement, dated as of [                    ], 20[    ], among the Seller, the Delaware Trustee and the Owner Trustee, as amended or supplemented.

“Unreimbursed Servicer Advance” means a Simple Interest Advance which the Servicer determines in its sole discretion is nonrecoverable.

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Annex I

STATIC POOL INFORMATION

Pool Summaries

CarMax Auto Owner Trusts

	20[    ]-[    ]	20[    ]-[    ]	20[    ]-[    ]	20[    ]-[    ]	20[    ]-[    ]
Pool Balance
Number of Receivables
Average Principal Balance
Range of Principal Balances
Weighted Average Contract Rate
Range of Contract Rates
Weighted Average Remaining Term
Range of Remaining Terms
Weighted Average Original Term
Range of Original Terms
Weighted Average FICO Score(1)
Range of FICO Scores(1)
>90% of FICO scores fall between(1)
% of Pool Balance with zero FICO
Product Type: New Vehicle %
Product Type: Used Vehicle %
Geographic Distribution: (top 5 states)
	20[    ]-[    ]	20[    ]-[    ]	20[    ]-[    ]	20[    ]-[    ]	20[    ]-[    ]
Pool Balance
Number of Receivables
Average Principal Balance
Range of Principal Balances
Weighted Average Contract Rate
Range of Contract Rates
Weighted Average Remaining Term
Range of Remaining Terms
Weighted Average Original Term
Range of Original Terms
Weighted Average FICO Score(1)
Range of FICO Scores(1)
>90% of FICO scores fall between(1)
% of Pool Balance with zero FICO
Product Type: New Vehicle %
Product Type: Used Vehicle %
Geographic Distribution: (top 5 states)
	20[    ]-[    ]	20[    ]-[    ]	20[    ]-[    ]	20[    ]-[    ]	20[    ]-[    ]
Pool Balance
Number of Receivables
Average Principal Balance
Range of Principal Balances
Weighted Average Contract Rate
Range of Contract Rates
Weighted Average Remaining Term
Range of Remaining Terms
Weighted Average Original Term
Range of Original Terms
Weighted Average FICO Score(1)
Range of FICO Scores(1)
>90% of FICO scores fall between(1)
% of Pool Balance with zero FICO
Product Type: New Vehicle %
Product Type: Used Vehicle %
Geographic Distribution: (top 5 states)

(1) Reflects only receivables with obligors that have a FICO score at the time of application. The FICO score with respect to any receivable with co-obligors is calculated as the average of each obligor’s FICO score at the time of application.

A-I-1

Delinquencies

CarMax Auto Owner Trusts

Months since Cutoff Date

Past Due

20[    ]-[  ]

20[    ]-[  ]

20[    ]-[  ]

20[    ]-[  ]

20[    ]-[  ]

20[    ]-[  ]

20[    ]-[  ]

20[    ]-[  ]

20[    ]-[  ]

20[    ]-[  ]

20[    ]-[  ]

20[    ]-[  ]

20[    ]-[  ]

20[    ]-[  ]

20[    ]-[  ]

0

31 to 60

61 to 90

91+

Total

1

31 to 60

61 to 90

91+

Total

2

31 to 60

61 to 90

91+

Total

3

31 to 60

61 to 90

91+

Total

4

31 to 60

61 to 90

91+

Total

5

31 to 60

61 to 90

91+

Total

6

31 to 60

61 to 90

91+

Total

7

31 to 60

61 to 90

91+

Total

8

31 to 60

61 to 90

91+

Total

9

31 to 60

61 to 90

91+

Total

10

31 to 60

61 to 90

91+

Total

11

31 to 60

61 to 90

91+

Total

A-I-2

Delinquencies

CarMax Auto Owner Trusts

Months since Cutoff Date

Past Due

20[    ]-[  ]

20[    ]-[  ]

20[    ]-[  ]

20[    ]-[  ]

20[    ]-[  ]

20[    ]-[  ]

20[    ]-[  ]

20[    ]-[  ]

20[    ]-[  ]

20[    ]-[  ]

20[    ]-[  ]

20[    ]-[  ]

20[    ]-[  ]

20[    ]-[  ]

20[    ]-[  ]

12

31 to 60

61 to 90

91+

Total

13

31 to 60

61 to 90

91+

Total

14

31 to 60

61 to 90

91+

Total

15

31 to 60

61 to 90

91+

Total

16

31 to 60

61 to 90

91+

Total

17

31 to 60

61 to 90

91+

Total

18

31 to 60

61 to 90

91+

Total

19

31 to 60

61 to 90

91+

Total

20

31 to 60

61 to 90

91+

Total

21

31 to 60

61 to 90

91+

Total

22

31 to 60

61 to 90

91+

Total

23

31 to 60

61 to 90

91+

Total

A-I-3

Delinquencies

CarMax Auto Owner Trusts

Months since Cutoff Date

Past Due

20[    ]-[  ]

20[    ]-[  ]

20[    ]-[  ]

20[    ]-[  ]

20[    ]-[  ]

20[    ]-[  ]

20[    ]-[  ]

20[    ]-[  ]

20[    ]-[  ]

20[    ]-[  ]

20[    ]-[  ]

20[    ]-[  ]

20[    ]-[  ]

20[    ]-[  ]

20[    ]-[  ]

24

31 to 60

61 to 90

91+

Total

25

31 to 60

61 to 90

91+

Total

26

31 to 60

61 to 90

91+

Total

27

31 to 60

61 to 90

91+

Total

28

31 to 60

61 to 90

91+

Total

29

31 to 60

61 to 90

91+

Total

30

31 to 60

61 to 90

91+

Total

31

31 to 60

61 to 90

91+

Total

32

31 to 60

61 to 90

91+

Total

33

31 to 60

61 to 90

91+

Total

34

31 to 60

61 to 90

91+

Total

35

31 to 60

61 to 90

91+

Total

A-I-4

Delinquencies

CarMax Auto Owner Trusts

Months since Cutoff Date

Past Due

20[    ]-[  ]

20[    ]-[  ]

20[    ]-[  ]

20[    ]-[  ]

20[    ]-[  ]

20[    ]-[  ]

20[    ]-[  ]

20[    ]-[  ]

20[    ]-[  ]

20[    ]-[  ]

20[    ]-[  ]

20[    ]-[  ]

20[    ]-[  ]

20[    ]-[  ]

20[    ]-[  ]

36

31 to 60

61 to 90

91+

Total

37

31 to 60

61 to 90

91+

Total

38

31 to 60

61 to 90

91+

Total

39

31 to 60

61 to 90

91+

Total

40

31 to 60

61 to 90

91+

Total

41

31 to 60

61 to 90

91+

Total

42

31 to 60

61 to 90

91+

Total

43

31 to 60

61 to 90

91+

Total

44

31 to 60

61 to 90

91+

Total

45

31 to 60

61 to 90

91+

Total

46

31 to 60

61 to 90

91+

Total

47

31 to 60

61 to 90

91+

Total

48

31 to 60

61 to 90

91+

Total

49

31 to 60

61 to 90

91+

Total

A-I-5

Cumulative Static Net Losses

CarMax Auto Owner Trusts

Months Since Cutoff Date	20[    ]-[  ]	20[    ]-[  ]	20[    ]-[  ]	20[    ]-[  ]	20[    ]-[  ]	20[    ]-[  ]	20[    ]-[  ]	20[    ]-[  ]	20[    ]-[  ]	20[    ]-[  ]	20[    ]-[  ]	20[    ]-[  ]	20[    ]-[  ]	20[    ]-[  ]	20[    ]-[  ]
0
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
43
44
45
46
47
48
49

A-I-6

ABS Speeds⁽¹⁾

CarMax Auto Owner Trusts

Months Since Cutoff Date	20[    ]-[  ]	20[    ]-[  ]	20[    ]-[  ]	20[    ]-[  ]	20[    ]-[  ]	20[    ]-[  ]	20[    ]-[  ]	20[    ]-[  ]	20[    ]-[  ]	20[    ]-[  ]	20[    ]-[  ]	20[    ]-[  ]	20[    ]-[  ]	20[    ]-[  ]	20[    ]-[  ]
0
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
43
44
45
46
47
48
49

(1) The ABS Speed is a measurement of the non-scheduled amortization of the pool of receivables and is derived by calculating a monthly single month mortality rate, or SMM, which is the sum of the non-scheduled reduction in the pool of receivables, including prepayments and defaults, divided by the beginning of month pool balance less any scheduled payments. The scheduled principal is calculated by rounding the remaining term to the nearest whole number and assumes that the receivables have been aggregated into one pool. The non-scheduled amortization is assumed to be the difference between the beginning pool balance less the scheduled principal minus the actual ending pool balance. The SMM is converted into the ABS Speed by dividing (a) the product of one-hundred and the SMM by (b) the sum of (i) one-hundred and (ii) the SMM multiplied by the age of the pool, in months, minus one. The age of the pool is assumed to be the weighted average age of the pool as of the cutoff date (rounded to the nearest whole number) plus the number of months since the cutoff date, where the SMM is expressed as a percent (i.e., as 1.00 as opposed to 0.01).

A-I-7

The information in this Prospectus is not complete and may be changed. We may not sell these securities until the Registration Statement filed with the Securities and Exchange Commission is effective. This Prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PROSPECTUS

CarMax Auto Owner Trusts

Asset Backed Notes

CarMax Business Services, LLC

Sponsor and Servicer

CarMax Auto Funding LLC

Depositor

Before you purchase any of these notes, be sure to read the risk factors beginning on page 6 of this prospectus and the risk factors set forth in the related prospectus supplement.   The notes will be obligations of the related issuing entity only and will not be obligations of or interests in CarMax, Inc., CarMax Business Services, LLC, CarMax Auto Funding LLC or any of their affiliates. Neither the notes nor the installment sale contracts nor the installment sale loans are insured or guaranteed by any government agency.   This prospectus may be used to offer and sell any of the notes only if accompanied by the prospectus supplement for the related trust. Each trust—   •    will issue one or more classes of asset-backed notes;   •    will own   •    a pool of installment sale contracts or installment loans made to finance the retail purchase of new or used motor vehicles;   •    collections on those contracts or loans;   •    security interests in the vehicles financed by those contracts or loans;   •    any proceeds from claims on related insurance policies; and   •    funds in accounts of the trust; and   •    may have the benefit of one or more other forms of credit or cash flow enhancement.   The main sources of funds for making payments on the notes of each trust will be collections on the contracts and loans owned by the trust and any credit or cash flow enhancement established for the benefit of the trust.   The amounts, prices and terms of each offering of notes will be determined at the time of sale and will be described in an accompanying prospectus supplement.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS OR THE ACCOMPANYING PROSPECTUS SUPPLEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this Prospectus is [                    ], 20[    ]

Table of Contents

	Page
Important Notice About Information Presented in this Prospectus and the Accompanying Prospectus Supplement		1
Where You Can Find Additional Information		1
Incorporation of Certain Documents by Reference		1
Copies of the Documents		1
Summary		2
Risk Factors		6
The CarMax Business		14
General		14
CarMax Auto Finance		15
Underwriting Procedures		15
Servicing and Collection Procedures		16
Physical Damage Insurance		18
GAP Waiver Agreements		18
The Sponsor		18
The Depositor and Seller		18
The Issuing Entity		19
The Servicer		19
The Backup Servicer		20
The Trustees		20
The Receivables		20
Maturity and Prepayment Considerations		22
Pool Factors and Trading Information		23
General		23
The Pool Factors Will Decline as the Trust Makes Payments on the Notes		23
Additional Information		23
Use of Proceeds		23
Certain Information Regarding the Notes		24
General		24
Fixed Rate Notes		24
Floating Rate Notes		24
Book-Entry Registration		25
Definitive Notes Only in Limited Circumstances		26
Reports to Noteholders		26
Notes Owned by the Trust, the Seller, the Servicer or their Affiliates		27
Limitation on Right to Institute Bankruptcy Proceedings		27
Principal Documents		28
The Trust Agreement		29
Amendment		29
Termination		30
Description of the Receivables Purchase Agreement		30
Sale and Assignment of Receivables		30
Termination		31
Description of the Sale and Servicing Agreement		32
Sale and Assignment of Receivables		32
Accounts		33
Servicing Procedures		34
Collections		34
Simple Interest Advances		35

	Page
Servicing Compensation and Expenses		35
Distributions		35
Credit and Cash Flow Enhancement		36
Evidence as to Compliance		37
Certain Matters Regarding the Servicer		37
Events of Servicing Termination		38
Rights Upon Event of Servicing Termination		39
Waiver of Past Events of Servicing Termination		39
Amendment		39
Termination		40
Description of the Indenture		41
Events of Default		41
Rights Upon Event of Default		41
Waiver of Past Defaults		43
Covenants		43
List of Noteholders		44
Annual Compliance Statement		44
Indenture Trustee’s Annual Report		45
Satisfaction and Discharge of Indenture		45
Modification of Indenture		45
The Indenture Trustee		46
Replacement of Indenture Trustee		47
Description of the Administration Agreement		47
Material Legal Issues Relating to the Receivables		48
Security Interests in the Receivables		48
Security Interests in the Financed Vehicles		48
Enforcement of Security Interests in Vehicles		50
Certain Bankruptcy Considerations		50
The Dodd-Frank Act		51
Consumer Protection Laws		53
Other Matters		53
Material Federal Income Tax Consequences		54
Tax Characterization of the Trust		55
Tax Consequences to Holders of the Notes		55
Certain State Tax Consequences		58
Global Clearance, Settlement and Tax Documentation Procedures		58
ERISA Considerations		59
Special Considerations Applicable to Insurance Company General Accounts		61
Plan of Distribution		62
Sales Through Underwriters		62
Underwriting		62
Other Placements of Notes		63
Legal Opinions		63
Glossary of Terms		64

IMPORTANT NOTICE ABOUT INFORMATION PRESENTED IN

THIS PROSPECTUS AND THE ACCOMPANYING

PROSPECTUS SUPPLEMENT

We provide information on your notes in two documents that offer varying levels of detail:

• this prospectus provides general information, some of which may not apply to your notes; and

• the accompanying prospectus supplement provides specific information about the terms of your notes.

If the information in this prospectus varies from the information in the accompanying prospectus supplement, you should rely on the information in the prospectus supplement.

We include cross-references to sections in these documents where you can find further related discussions. Refer to the table of contents in the front of each document to locate the referenced sections.

You should rely only on the information contained in this prospectus and the accompanying prospectus supplement, including any information incorporated by reference. We have not authorized anyone to provide you with different information.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

CarMax Funding, as the depositor of each trust, has filed a registration statement with the SEC under the Securities Act. The registration statement includes information not included in this prospectus. For so long as any trust is required to file reports under the Exchange Act, the Servicer will file with the SEC with respect to that trust annual reports on Form 10-K, monthly distribution reports on Form 10-D, any required current reports on Form 8-K and any amendments to those reports. These reports will not be made available on a website by CarMax Funding, the Servicer or any other party as these reports can be inspected and copied at prescribed rates at the public reference facilities maintained by the SEC and can also be viewed electronically at the SEC’s website described below. You may obtain a free copy of any such report by request to CarMax Funding.

You may inspect and copy the registration statement at the public reference facility maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information about the operation of the public reference facility by calling the SEC at 1-800-732-0330. Also, the SEC maintains a website at http://www.sec.gov containing reports, proxy and information statements and other information regarding registrants that file electronically with the SEC.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The SEC allows us to “incorporate by reference” information filed with it by CarMax Funding on behalf of a trust, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus. Information incorporated by reference that we file later with the SEC will automatically update the information in this prospectus. In all cases, you should rely on the later information incorporated by reference over different information included in this prospectus or the related prospectus supplement. Only monthly distribution reports on Form 10-D and current reports on Form 8-K filed by or on behalf of the trust referred to in the accompanying prospectus supplement subsequent to the date of this prospectus and prior to the termination of our offering of the notes issued by that trust shall be deemed incorporated by reference in this prospectus.

COPIES OF THE DOCUMENTS

You may obtain a free copy of any or all of the documents incorporated by reference into this prospectus or incorporated by reference into the accompanying prospectus supplement if:

• you received this prospectus and the prospectus supplement; and

• you request such copies from CarMax Auto Funding LLC, 12800 Tuckahoe Creek Parkway, Suite 400, Richmond, Virginia 23238; telephone: (804) 935-4512.

You may obtain copies of exhibits to the documents filed by us with the SEC only if such exhibits are specifically incorporated by reference in such documents. You may also read and copy these materials at the public reference facility of the SEC in Washington, D.C. referred to above.

1

SUMMARY

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

Sponsor and Servicer

CarMax Business Services, LLC, a Delaware limited liability company.

Depositor and Seller

CarMax Auto Funding LLC, a Delaware limited liability company.

Issuing Entity or the Trust

A separate trust will be formed to issue each series of notes. The trust will be governed by an amended and restated trust agreement between CarMax Funding and the owner trustee of the trust.

Owner Trustee

The prospectus supplement will name the owner trustee of the trust.

Indenture Trustee

The prospectus supplement will name the indenture trustee with respect to the notes.

Backup Servicer

The prospectus supplement will name the backup servicer, if any.

The Notes

Each trust will issue one or more classes of notes. You will find the following information about each class of notes in the prospectus supplement:

• its principal amount;

• its interest rate, which may be fixed or variable or a combination of fixed and variable rates;

• the timing, amount and priority or subordination of payments of principal and interest;

• the method for calculating the amount of principal and interest payments;

• its final scheduled distribution date;

• whether and when it may be redeemed prior to its final scheduled distribution date; and

• how losses on the receivables are allocated among the classes of notes.

Some classes of notes may be entitled to:

• principal payments with disproportionate, nominal or no interest payments; or

• interest payments with disproportionate, nominal or no principal payments.

The prospectus supplement will identify any class of notes of a series that is not being offered to the public.

Generally, you may purchase the notes only in book-entry form and will not receive your notes in definitive form. You may purchase notes in the denominations set forth in the prospectus supplement. The record date for a distribution date will be the business day immediately preceding the distribution date or, if definitive notes are issued, the last day of the preceding calendar month.

The Receivables and Other Trust Property

The Receivables

The property of each trust will consist of a pool of motor vehicle retail installment sale contracts or motor vehicle retail installment loans originated by certain affiliates of CarMax Business Services, which contracts and loans are referred to in this prospectus and the accompanying prospectus supplement as the receivables, and other related property, including:

• the right to receive payments made on the receivables after the cutoff date specified in the related prospectus supplement;

• security interests in the vehicles financed by the receivables; and

2

• any proceeds from claims on certain related insurance policies.

You will find a description of the characteristics of each trust’s receivables in the related prospectus supplement.

For a more detailed description of the receivables, including the criteria they must meet in order to be included in a trust, and the other property supporting the related notes, see “The Receivables”.

Other Property of the Trust

In addition to the receivables, each trust will own amounts on deposit in various trust accounts, which may include:

• an account into which collections are deposited;

• an account to fund post-closing purchases of additional receivables; or

• a reserve account or other account providing credit enhancement.

Purchase of Receivables After the Closing Date

If a trust has not purchased all of its receivables at the time you purchase your notes, it will purchase the remainder of its receivables from CarMax Funding over a funding period specified in the related prospectus supplement. A funding period will not exceed one year from the applicable closing date. During a funding period, the trust will purchase receivables using amounts deposited on the closing date into the pre-funding account which will be an account of the trust established with the related trustee. The amount deposited into the pre-funding account on the closing date may be up to 50% of the net proceeds from the sale of the notes issued by the related trust. The other terms, conditions and limitations of the purchase of receivables during any funding period will be specified in the related prospectus supplement.

Credit or Cash Flow Enhancement

The prospectus supplement will specify the credit or cash flow enhancement, if any, for each trust. Credit or cash flow enhancement may consist of one or more of the following:

• subordination of one or more classes of notes;

• a reserve account;

• overcollateralization (i.e., the amount by which the principal balance of the receivables exceeds the principal amount of the notes);

• excess interest collections (i.e., the excess of anticipated interest collections on the receivables over servicing fees, interest on the notes and any amounts required to be deposited in any reserve account);

• third party payments or guarantees;

• a surety bond or insurance policy;

• liquidity arrangements;

• a letter of credit or other credit facility;

• guaranteed investment contracts;

• guaranteed rate agreements;

• yield supplement agreements; or

• interest rate swaps or interest rate caps.

Limitations or exclusions from coverage could apply to any form of credit or cash flow enhancement. The prospectus supplement will describe the credit or cash flow enhancement and related limitations and exclusions applicable to notes issued by a trust. Enhancements cannot guarantee that losses will not be incurred on the notes.

Reserve Accounts

The notes of one or more classes may benefit from one or more reserve accounts. The prospectus supplement will specify the amount, if any, that CarMax Funding will initially deposit in each reserve account.

Amounts on deposit in any reserve account will be available to cover shortfalls in certain payments on the notes as described in the prospectus supplement. The prospectus supplement may also specify for each reserve account:

• a minimum balance to be maintained in that reserve account and what funds are available for deposit to reinstate that balance;

• the circumstances, if any, under which this minimum amount will increase or decrease; and

3

• when and to whom any amount will be distributed if that reserve account balance exceeds this minimum amount.

For more information about credit and cash flow enhancement, see “Description of the Sale and Servicing Agreement—Credit and Cash Flow Enhancement”.

Optional Purchase

The servicer will have the option to purchase the receivables held by the related trust on any distribution date following the last day of a collection period as of which the aggregate principal balance of the receivables is 10% or less of their initial aggregate principal balance. Upon such a purchase, the notes of the trust will be prepaid in full.

For more information about the circumstances under which the servicer may exercise this option, see “Description of the Sale and Servicing Agreement—Termination”.

Transfer and Servicing of the Receivables

With respect to each trust, CarMax Business Services will sell the related receivables to CarMax Funding under a receivables purchase agreement, which, in turn, will transfer the receivables to the trust under a sale and servicing agreement. The servicer will agree with the trust to be responsible for servicing, managing, maintaining custody of and making collections on the receivables.

For more information about the sale and servicing of the receivables, see “Description of the Receivables Purchase Agreement—Sale and Assignment of Receivables” and “Description of the Sale and Servicing Agreement—Sale and Assignment of Receivables”.

Servicing Fees

Each trust will pay the servicer a servicing fee based on the outstanding principal balance of the receivables. The amount of the servicing fee will be specified in the prospectus supplement. The servicer may also be entitled to retain as supplemental servicing compensation fees and charges paid by obligors and net investment income from reinvestment of collections on the receivables.

Optional Servicer Advances of Late Interest Payments

If so provided in the prospectus supplement, when interest collections received on the receivables are less than the scheduled interest collections in a collection period, the servicer may advance to the trust that portion of the shortfalls that the servicer, in its sole discretion, expects to be paid in the future by the related obligors.

The servicer will be entitled to reimbursement from other collections of the trust for advances that are not repaid out of collections of the related interest payments.

For more information about servicer advances, see “Description of the Sale and Servicing Agreement—Simple Interest Advances” in this prospectus.

Repurchase May Be Required in Certain Circumstances

If so provided in the prospectus supplement, CarMax Funding will be obligated to repurchase any receivable transferred to the trust if:

• one of CarMax Funding’s representations or warranties is breached with respect to that receivable;

• the receivable is materially and adversely affected by the breach; and

• the breach has not been cured following the discovery by or notice to CarMax Funding of the breach.

If so provided in the prospectus supplement, CarMax Funding will be permitted, in a circumstance where it would otherwise be required to repurchase a receivable as described in the preceding paragraph, to instead substitute a comparable receivable for the receivable required to be repurchased.

In the course of its normal servicing procedures, the servicer may defer or modify the payment schedule of a receivable. Some of these arrangements may obligate the servicer to repurchase the receivable.

4

For a discussion of the representations and warranties given by CarMax Funding and the servicer and their related repurchase obligations, see “Description of the Receivables Purchase Agreement—Sale and Assignment of Receivables” and “Description of the Sale and Servicing Agreement—Sale and Assignment of Receivables” and “—Servicing Procedures”.

Investment in the Notes

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

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

Tax Status

At the time the trust issues your notes, McGuireWoods LLP, as federal tax counsel to the trust, will deliver its opinion that, for United States federal income tax purposes:

• the notes will be characterized as debt unless otherwise stated in the prospectus supplement; and

• the trust will not be characterized as an association, or a publicly traded partnership, taxable as a corporation.

The noteholders will agree by their purchase of notes to treat the notes as debt for federal income tax purposes.

For additional information concerning the application of federal income tax laws to the notes, see “Material Federal Income Tax Consequences”.

ERISA Considerations

The notes will generally be eligible for purchase by or with plan assets of employee benefit and other plans that are subject to ERISA or to Section 4975 of the Internal Revenue Code.

If you are an employee benefit or other plan, you should review the matters discussed under “ERISA Considerations” before investing in the notes.

5

RISK FACTORS

You should consider the following risk factors in deciding whether to purchase any of the notes. The risk factors stated here and in the prospectus supplement describe the principal risks of an investment in the notes.

You may have difficulty selling your notes or obtaining your desired sale price There may be no secondary market for the notes. The underwriters of the notes may participate in making a secondary market in the notes but are under no obligation to do so. We cannot assure you that a secondary market will develop. In addition, there have been times in the past where there have been very few buyers of asset backed securities and thus there has been a lack of liquidity. There may be a similar lack of liquidity in the future. As a result, you may not be able to sell your notes when you want to do so, or you may not be able to obtain the price that you wish to receive.

Interests of other persons in the receivables could reduce the funds available to make payments on your notes Financing statements under the Uniform Commercial Code will be filed reflecting the sale of the receivables by CarMax Business Services to CarMax Funding and by CarMax Funding to the trust. CarMax Business Services will mark its computer systems, and each of CarMax Business Services and CarMax Funding will mark its accounting records, to reflect its sale of the receivables. However, the servicer will maintain possession of the receivables as custodian for the trust and will not segregate or mark the receivables as belonging to the trust. In addition, another person could acquire an interest in a receivable that is superior to the trust’s interest by obtaining physical possession of that receivable without knowledge of the assignment of the receivable to the trust. If another person acquires an interest in a receivable that is superior to the trust’s interest, some or all of the collections on that receivable may not be available to make payment on your notes.

Interests of other persons in the financed vehicles could reduce the funds available to make payments on your notes If another person acquires an interest in a vehicle financed by a receivable that is superior to the trust’s security interest in the vehicle, some or all of the proceeds from the sale of the vehicle may not be available to make payments on the notes.

The trust’s security interest in the financed vehicles could be impaired for one or more of the following reasons:

• CarMax Business Services or CarMax Funding might fail to perfect its security interest in a financed vehicle;

• another person may acquire an interest in a financed vehicle that is superior to the trust’s security interest through fraud, forgery, negligence or error because the certificates of title to the financed vehicles will not be amended to identify the trust as the new secured party;

6

• the trust may not have a security interest in the financed vehicles in certain states because the certificates of title to the financed vehicles will not be amended to reflect assignment of the security interest to the trust;

• holders of some types of liens, such as tax liens or mechanics’ liens, may have priority over the trust’s security interest; and

• the trust may lose its security interest in vehicles confiscated by the government.

CarMax Funding will be obligated to repurchase from the trust any receivable as to which a perfected security interest in favor of CarMax Business Services in the related financed vehicle did not exist as of the date such receivable was transferred to the trust. However, CarMax Funding will not be obligated to repurchase a receivable if a perfected security interest in favor of CarMax Funding in the vehicle securing a receivable has not been perfected in the trust or if the security interest in a financed vehicle or the related receivable becomes impaired after the receivable is transferred to the trust. If a trust does not have a perfected security interest in a financed vehicle, its ability to realize on the vehicle following an event of a default under the related receivable may be adversely affected and some or all of the amounts received in respect of that vehicle may not be available to make payment on your notes.

Consumer protection laws may reduce the funds available to make payments on your notes Federal and state consumer protection laws impose requirements upon creditors in connection with extensions of credit and collections on retail installment loans and installment sale contracts. Some of these laws make an assignee of the loan or contract, such as a trust, liable to the obligor for any violation by the lender. Any liabilities of the trust under these laws could reduce the funds that the trust would otherwise have to make payments on your notes.

Only the assets of the trust are available to pay your notes The notes represent indebtedness of a trust and will not be insured or guaranteed by CarMax Business Services, CarMax Funding, any of their respective affiliates or, unless otherwise specified in the prospectus supplement, any other person or entity other than the trust. The only source of payment on your notes will be payments received on the receivables and, if and to the extent available, any credit or cash flow enhancement for the trust. Therefore, you must rely solely on the assets of the trust for repayment of your notes. If these assets are insufficient, you may suffer losses on your notes.

Any credit support provided by financial instruments may be insufficient to protect you against losses Credit support for the notes may be provided through the use of financial instruments like interest rate swaps, interest rate caps, letters of credit, credit or liquidity facilities, surety bonds, insurance policies,

7

guaranteed investment contracts, repurchase agreements or yield supplement agreements. Credit support in this form is limited by the credit of the provider of the financial instrument and by its ability to make payments as and when required by the terms of the financial instrument. Any failure of the credit support provider to meet its obligations under the financial instrument could result in losses on the related notes. The terms of any financial instrument providing credit support for the notes may also impose limitations or conditions on when or in what circumstances it may be drawn on. Any form of credit support may apply only to certain classes of notes, may be limited in dollar amount, may be accessible only under some circumstances, and may not provide protection against all risks of loss. The related prospectus supplement will describe the provider of any financial instrument supporting the notes and any conditions, limitations or risks material to the noteholders.

Any credit support provided by interest rate hedging arrangements may involve additional risks If the trust issues floating rate notes, it will enter into an interest rate hedging arrangement with a counterparty because the receivables owned by the trust bear interest at fixed rates while the floating rate notes bear interest at a floating rate. An interest rate hedging arrangement may be in the form of an interest rate swap or interest rate cap.

If the floating rate payable by the counterparty under an interest rate swap is substantially greater than the fixed rate payable by the trust, the trust will be more dependent on receiving payments from the counterparty in order to make interest payments on the notes without using amounts that would otherwise be used to pay principal on the notes.

If the floating rate payable by the counterparty under an interest rate swap is less than the fixed rate payable by the trust, the trust will be obligated to make payments to the counterparty. The amount payable to the counterparty may rank higher in priority than payments on your notes.

If the counterparty fails to make any payments required under an interest rate hedging arrangement when due, payments on your notes may be reduced or delayed.

An interest rate hedging arrangement generally may not be terminated except upon the failure of either party to make payments when due, the insolvency of either party, illegality, an occurrence of an event of default that results in acceleration of the notes and liquidation of the receivables, an amendment to the transaction documents that adversely affects the counterparty without its consent, or the failure of the counterparty to post collateral, assign the interest rate hedging arrangement to an eligible substitute counterparty or take other remedial action if the counterparty’s credit ratings drop below the levels required by each of the rating agencies sufficient, in each case, to maintain the then-current ratings of the classes of notes specified in the prospectus supplement. Upon termination of an interest rate

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hedging arrangement, a termination payment may be due to the trust or the counterparty. Any such termination payment could be substantial if market interest rates and other conditions have changed materially. To the extent not paid by a replacement counterparty, any termination payments will be paid by the trust from funds available for such purpose, and payments on your notes may be reduced or delayed.

If the counterparty fails to make a termination payment owed to the trust, the trust may not be able to enter into a replacement interest rate hedging arrangement. If the trust has floating rate notes outstanding and does not have an interest rate hedging arrangement in place for that floating rate exposure, payments on your notes may be reduced or delayed.

Prepayments on the receivables may adversely affect the average life of and rate of return on your notes You may not be able to reinvest the principal repaid to you at a rate of return that is equal to or greater than the rate of return on your notes. Faster than expected prepayments on the receivables may cause the trust to make payments on its notes earlier than expected. We cannot predict the effect of prepayments on the average life of your notes.

All receivables, by their terms, may be prepaid at any time. Prepayments include:

• prepayments in whole or in part by the obligor;

• liquidations due to default;

• partial payments with proceeds from physical damage, theft, credit life and credit disability insurance policies;

• required purchases of receivables by the servicer or repurchases of receivables by CarMax Funding for specified breaches of their representations, warranties or covenants; and

• an optional repurchase of a trust’s receivables by the servicer when their aggregate principal balance is 10% or less of the initial aggregate principal balance, or under such other circumstances as may be specified in the related prospectus supplement.

A variety of economic, social and other factors will influence the rate of optional prepayments on the receivables and defaults.

As a result of prepayments, the final payment of each class of notes is expected to occur prior to the final scheduled distribution date specified in the related prospectus supplement. If sufficient funds are not available to pay any class of notes in full on its final scheduled distribution date, an event of default will occur and final payment of that class of notes may occur later than scheduled.

For more information regarding the timing of repayments of the notes, see “Maturity and Prepayment Considerations” in this prospectus.

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You may suffer a loss on your notes if the servicer commingles collections on the receivables with its own funds To the extent specified in the related prospectus supplement, the servicer will be permitted to hold collections it receives from obligors on the receivables and the purchase price of receivables required to be repurchased from the trust until the day prior to the date on which the related distributions are made on the notes. During this time, the servicer may invest those amounts at its own risk and for its own benefit and need not segregate them from its own funds. If the servicer is unable to pay these amounts to the trust on the distribution date, you might incur a loss on your notes.

For more information about the servicer’s obligations regarding payments on the receivables, see “Description of the Sale and Servicing Agreement—Collections” in this prospectus.

Resignation or termination of CarMax Business Services as servicer could result in delays in payment or losses on your notes If CarMax Business Services were to resign or be terminated as servicer, the processing of payments on the receivables and information relating to collections could be delayed, which could delay payments on your notes. In addition, if CarMax Business Services were to resign or be terminated as servicer and there were a material interruption in collection activities, the collection rate on the receivables could decline, which could result in losses on your notes. The risk of delayed processing activities or a material interruption in collection activities would increase if the indenture trustee was unwilling or unable to act as successor servicer and had difficulty finding a qualified successor servicer or was forced to petition a court to appoint a qualified successor servicer.

The servicing fee, which is calculated as a fixed percentage of the pool balance, declines each month as the pool balance declines. The cost of servicing each receivable, however, essentially remains fixed. If CarMax Business Services were to resign or be terminated as servicer and the servicing fee did not cover the cost of servicing the receivables or was otherwise insufficient, the indenture trustee might be unwilling to act as successor servicer or have difficulty finding a qualified successor servicer. The risk of an insufficient servicing fee is greatest toward the end of a securitization transaction when the related pool balance has declined significantly. The servicing fee payable to a successor servicer can only be increased with the consent of the holders of at least 51% of the aggregate principal amount of the controlling class.

CarMax Business Services may resign as servicer under certain limited circumstances and may be terminated as servicer if it defaults on its servicing obligations.

For more information about resignation or termination of the servicer, see “Description of the Sale and Servicing Agreement—Certain Matters Regarding the Servicer” and “—Events of Servicing Termination” in this prospectus.

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Bankruptcy of CarMax Business Services could result in delays in payment or losses on your notes If CarMax Business Services were to become the subject of a bankruptcy proceeding, you could experience losses or delays in payment on your notes. CarMax Business Services will sell the receivables to CarMax Funding, and CarMax Funding will sell the receivables to the trust. However, if CarMax Business Services is the subject of a bankruptcy proceeding, the court in the bankruptcy proceeding could conclude that the sale of the receivables by CarMax Business Services to CarMax Funding was not a true sale for bankruptcy purposes and that CarMax Business Services still owns the receivables. The court also could conclude that CarMax Business Services and CarMax Funding should be consolidated for bankruptcy purposes. If the court were to reach either of these conclusions, you could experience losses or delays in payments on your notes because:

• the indenture trustee will not be able to exercise remedies against CarMax Business Services on your behalf without permission from the court;

• the court may require the indenture trustee to accept property in exchange for the receivables that is of less value than the receivables;

• tax or other government liens on CarMax Business Services property that arose before the transfer of the receivables to the trust will be paid from the collections on the receivables before the collections are used to make payments on your notes; and

• the indenture trustee may not have a perfected security interest in one or more of the vehicles securing the receivables or cash collections held by CarMax Business Services at the time that a bankruptcy proceeding begins.

CarMax Business Services and CarMax Funding have taken steps in structuring the transactions described in this prospectus to minimize the risk that a court would conclude that the sale of the receivables to CarMax Funding was not a “true sale” or that CarMax Business Services and CarMax Funding should be consolidated for bankruptcy purposes.

For more information regarding bankruptcy considerations, see “Material Legal Issues Relating to the Receivables—Certain Bankruptcy Considerations” in this prospectus.

Ratings of the notes are limited and may be revised or withdrawn At the initial issuance of the notes of a trust, at least one nationally recognized statistical rating organization will rate the offered notes in one of the four highest rating categories or in the categories otherwise specified in the related prospectus supplement. A rating is not a recommendation to purchase, hold or sell notes, and it does not comment as to market price or suitability for a particular investor. The ratings of the offered notes address the likelihood of the payment

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of principal and interest on the notes according to their terms. We cannot assure you that a rating will remain for any given period of time or that a rating agency will not lower, qualify or withdraw its rating if, in its judgment, circumstances in the future so warrant. A reduction, qualification or withdrawal of an offered note’s rating would adversely affect its value.

Terrorist attacks and conflicts involving the United States military could result in delays in payment or losses on your notes Any effect that terrorist attacks, any current or future military action by or against the United States and the rising tensions in certain regions of the world may have on the performance of the receivables is unclear, but there could be an adverse effect on general economic conditions, consumer confidence and general market liquidity. Investors should consider the possible effects on delinquency, default and prepayment experience of the receivables. In particular, under the Servicemembers Civil Relief Act, members of the military on active duty, including reservists, who have entered into an obligation, such as a retail installment sale contract or installment loan for the purchase of a vehicle, before entering into military service may be entitled to reductions in interest rates to 6% and a stay of foreclosure and similar actions. In addition, pursuant to the laws of various states, under certain circumstances residents thereof called into active duty with the National Guard or the reserves can apply to a court to delay payments on retail installment sale contracts or installment loans such as the receivables. No information can be provided as to the number of receivables that may be affected. If an obligor’s obligation to repay a receivable is reduced, adjusted or extended, the servicer will not be required to advance such amounts. Any resulting shortfalls in interest or principal will reduce the amount available for distribution on the notes.

For more information regarding the Servicemembers Civil Relief Act, see “Material Legal Issues Relating to the Receivables—Consumer Protection Laws” and “—Other Matters” in this prospectus.

Federal financial regulatory reform could have an adverse impact on CarMax Business Services, the depositor or the trust The Dodd-Frank Wall Street Reform and Consumer Protection Act created an alternative liquidation framework under which the Federal Deposit Insurance Corporation may be appointed as receiver for the resolution of a non-bank financial company if the company is in default or in danger of default and the resolution of the company under other applicable law would have serious adverse effects on financial stability in the United States.

There can be no assurance that the new liquidation framework would not apply to CarMax Business Services, the depositor or the trust, although we expect that the framework will be invoked only very rarely. Recent guidance from the FDIC indicates that the new

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framework will be exercised in a manner consistent with the existing bankruptcy laws, which is the insolvency regime which would otherwise apply to CarMax Business Services, the depositor and the trust.

If the FDIC were appointed as receiver for CarMax Business Services, the depositor or the trust, or if future regulations or subsequent FDIC actions are contrary to the recent FDIC guidance, you may experience losses or delays in payments on your notes.

For more information regarding the new liquidation framework, see “Material Legal Issues Relating to the Receivables—The Dodd-Frank Act” in this prospectus.

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Capitalized terms used in this prospectus are defined in the Glossary of Terms beginning on page 64.

THE CARMAX BUSINESS

General

CarMax is the nation’s largest retailer of used vehicles. CarMax opened its first store in Richmond, Virginia, in September 1993 and was the first used vehicle retailer to offer a large selection of high quality used vehicles at competitively low, “no-haggle” prices using a customer-friendly sales process in an attractive, modern sales facility. The CarMax consumer offer provides customers the opportunity to shop for vehicles the same way they shop for items at other “big-box” retailers, and it is structured around four core equities: low, no-haggle prices; a broad selection; high quality vehicles; and a customer-friendly sales process. CarMax’s strategy is to better serve the auto retailing market by addressing the major sources of customer dissatisfaction with traditional auto retailers and to maximize operating efficiencies with standardized operating procedures and store formats enhanced by sophisticated, proprietary management information systems.

CarMax purchases, reconditions and sells used vehicles. All of the used vehicles CarMax retails are thoroughly reconditioned to meet our high standards, and each vehicle must pass a comprehensive inspection before being offered for sale. Approximately 85% of the used vehicles retailed by CarMax are one to six years old with fewer than 60,000 miles. CarMax also offers a selection of used vehicles at each superstore that are more than six years old or have more than 60,000 miles, if they meet similar quality standards.

CarMax also wholesales used vehicles. Vehicles purchased through CarMax’s in-store appraisal process that do not meet its retail standards are sold to licensed dealers through CarMax’s on-site wholesale auctions.

In addition, CarMax sells new vehicles under various franchise agreements. Over time, however, CarMax’s new vehicle sales have become a smaller part of its business mix. In addition, CarMax provides its customers with a full range of related products and services, including the financing of vehicle purchases through CarMax Auto Finance and third-party lenders, the sale of extended service plans, guaranteed asset protection and accessories, the appraisal and purchase of vehicles directly from consumers and vehicle repair service.

The CarMax consumer offer enables customers to evaluate separately each component of the sales process and to make informed decisions on each component based on comprehensive information about their options, terms and associated prices. The customer can accept or decline any individual element of the offer without affecting the price or terms of any other component of the offer. CarMax’s no-haggle pricing and its commission structure, which is generally based on a fixed dollars-per-unit standard, allow its sales consultants to focus solely on meeting customer needs.

CarMax has separated the practice of trading in a used vehicle in conjunction with the purchase of another vehicle into two distinct and independent transactions. CarMax will appraise a consumer’s vehicle and make an offer to purchase that vehicle regardless of whether the consumer is purchasing a vehicle from CarMax. CarMax acquires a large portion of its retail used-vehicle inventory through this unique in-store appraisal process. CarMax also acquires a significant portion of its used vehicle inventory through wholesale auctions and, to a lesser extent, directly from other sources, including wholesalers, dealers and fleet owners. Those vehicles purchased through CarMax’s in-store appraisal process that do not meet its retail standards are sold at on-site wholesale auctions.

CarMax’s inventory management and pricing system tracks each vehicle throughout the sales process. Using the information provided by this system and applying statistical modeling techniques enable CarMax to optimize its inventory mix, anticipate future inventory needs at each store, evaluate sales consultant and buyer performance and refine its vehicle pricing strategy. Because of the pricing discipline afforded by the inventory management and pricing system, generally more than 99% of the entire used car inventory offered at retail is sold at retail.

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Certain information concerning CarMax Auto Finance’s experience with respect to its portfolio of receivables, including previously sold receivables which CarMax Auto Finance continues to service, will be set forth in each prospectus supplement. We cannot assure you that the delinquency, repossession and net loss experience on any pool of receivables transferred to a trust will be comparable to that information.

CarMax Auto Finance

CarMax offers on-site financing to its customers through CarMax Auto Finance, the financing unit of CarMax Business Services (formerly the financing unit of CarMax Auto), and through third parties. CarMax began offering on-site financing to its customers through CarMax Auto Finance in September 1993 and currently originates installment sale contracts at all of its stores. On December 1, 2004, CarMax Auto assigned and contributed to CarMax Business Services substantially all of CarMax Auto’s operational assets relating to CarMax Auto Finance.

Underwriting Procedures

CarMax Auto Finance credit applications are accepted at all CarMax locations. Each application requires that the applicant provide current information regarding his or her employment history, income and other factors that are relevant to an assessment of creditworthiness. This information is entered into a local terminal and transmitted electronically to CarMax Auto Finance for review. In addition, CarMax Auto Finance obtains one or more credit reports from major credit reporting agencies summarizing each applicant’s credit history and payment habits, including such items as open accounts, credit inquiries, delinquent payments, bankruptcies, repossessions and judgments. CarMax Auto Finance uses credit scoring models together with internally developed decision rules to assess objectively an applicant’s creditworthiness and to help CarMax Auto Finance quantify credit risk and employ risk-adjusted pricing. The credit scoring models are statistically derived from prior credit granting experience and analyze predictive information from the credit applications and credit bureau reports to generate a numerical credit score for each applicant. This numerical credit score indicates the risk associated with extending credit to the applicant.

The majority of all credit applications are accepted or declined automatically. In general, if an applicant meets the minimum credit score requirements using the credit scoring models and satisfies predetermined decision rules, the related application is immediately approved. If the applicant does not meet these requirements, the related application is declined. Additionally, the decision rules are used to identify irregularities or certain risk factors in an application or credit file. If CarMax Auto Finance receives an application or credit file deemed to be irregular, incomplete or containing any of the risk factors identified in the decision rules or an applicant requests that an application be manually reviewed, that application will be reviewed by an experienced credit underwriter. CarMax Auto Finance’s credit underwriters manually approve or decline applications in accordance with credit policies established by senior management.

Each installment sale contract originated by CarMax in connection with the sale of a new or used motor vehicle is secured by that vehicle. The maximum loan amount for each financed vehicle is determined based upon the creditworthiness of the related obligor(s) and is generally no more than 125% of the selling price of the financed vehicle, including sales tax, license fees and title fees. The actual amount financed is generally less than the maximum allowable loan amount. In each case where the amount financed exceeds the value of the related financed vehicle, CarMax Auto Finance has determined that the creditworthiness of the related obligor supports the additional loan amount. CarMax Auto Finance also finances extended service plan contracts purchased with respect to financed vehicles.

CarMax Auto Finance believes that the resale value of a vehicle purchased by an obligor will decline below the purchase price and, in some cases, may decline for a period of time below the principal balance outstanding on the related installment sale contract. CarMax Auto Finance regularly reviews the quality of its installment sale contracts and periodically conducts quality audits to ensure compliance with its established policies and procedures.

Credit scoring models are evaluated regularly and updated when performance data allows development of more predictive models. In addition, as part of its routine evaluation and enhancement processes, CarMax Auto

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Finance has reviewed and made minor modifications to other aspects of the credit offer, including the decision rules, score cut-offs and terms of the offer. Finally, CarMax Auto Finance periodically conducts limited scale testing in which a new segment of accounts is originated and the results are evaluated as that segment of accounts matures. The size and scope of these tests are designed to ensure that they do not materially affect the performance of the overall CarMax Auto Finance portfolio. The overall effect of these enhancements and modifications has been to improve customer and CarMax Auto Finance value without materially changing the overall credit quality of the portfolio.

Servicing and Collection Procedures

CarMax Auto Finance services the receivables from its servicing center in Kennesaw, Georgia. CarMax offers obligors several payment method options, including by mail to a lockbox, by telephone, over the internet, through automated clearinghouse or “ACH” programs or in person at any CarMax location. Most payments received prior to the designated processing time on a business day are matched to an obligor and applied to that obligor’s account by CarMax Auto Finance on the day received.

The majority of obligors pay their obligation in a timely manner and do not require any collection efforts. When an account does become delinquent, CarMax Auto Finance employs additional collection efforts appropriate for the relative level of account risk.

CarMax Auto Finance measures delinquency by the number of days elapsed from the date a payment is due under an installment sale contract. CarMax Auto Finance considers a receivable to be delinquent when the related obligor fails to make a scheduled payment on or before the related due date. If a partial payment is received that is less than the regular monthly payment by more than a nominal amount determined by senior management and that deficiency is not cured on or before the related due date, the account will be considered delinquent. CarMax Auto Finance also uses an automated delinquency monitoring system, which assigns delinquent receivables to different categories of collection priority based on the number of days of delinquency.

CarMax Auto Finance manages its collection efforts using software that offers the ability to alter collections strategy according to individual account behavior and historical performance. Account risk is determined through an analysis of behavioral factors, such as credit risk at the initiation of the loan, the number of payments made, the level of historical delinquency and the number of times the obligor has failed to keep payment arrangements. CarMax Auto Finance reviews its collections strategy on a daily basis and uses optimization techniques to enhance the effectiveness of collection efforts.

CarMax Auto Finance’s collection efforts are divided into specific areas depending upon the level of delinquency. For accounts less than 30 days past due, early collectors focus on reaching the obligors through various contact methods depending on the level of delinquency and the history of the account. CarMax Auto Finance’s customer service representatives are trained to handle incoming calls from accounts that are fewer than 30 days past due. Accounts that reach a level of delinquency of 30 days or greater are typically assigned to the late collections group, where they are reviewed by senior-level collectors who analyze each account to determine collateral risk. Accounts that are 60 days past due or greater are assigned to specialized collectors trained to handle higher risk obligors and to consider whether to recommend repossession of the related vehicle.

Once a vehicle is in CarMax Auto Finance’s possession, the related obligor has a redemption period during which he may redeem the vehicle by paying off the related receivable in full or, in some cases, by paying off all past due amounts. In either case, the obligor is also required to pay to CarMax Auto Finance the reasonable expenses incurred by CarMax Auto Finance in repossessing, holding and preparing the financed vehicle for disposition and arranging for its sale. In those states in which the UCC governs the redemption of financed vehicles, the obligor must be given reasonable notice of the date, time and place of any proposed public sale of a repossessed vehicle, or the date after which any proposed private sale of a repossessed vehicle may be held, and may redeem the vehicle at any time prior to sale. In most states in which laws other than the UCC

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govern the redemption of financed vehicles, the obligor must be given a specified period of time, usually between 10 and 30 days, to redeem a repossessed vehicle. At the conclusion of the redemption period, CarMax Auto Finance sells the vehicle and any remaining principal balance is charged off. Any deficiency remaining after the sale of the vehicle is pursued against the obligor to the extent deemed practical by CarMax Auto Finance and to the extent permitted by law. All repossession activities are carried out in accordance with applicable state law and related procedures adopted by CarMax Auto Finance. Other departments in the specialty collections group include recovery collections, remarketing, skip tracing, legal and bankruptcy.

In general, CarMax Auto Finance charges off a receivable on the earliest of:

• the last business day of the month during which any payment, or any part of any payment, due under the receivable is 120 days or more delinquent, whether or not CarMax Auto Finance has repossessed the motor vehicle securing the receivable;

• if CarMax Auto Finance has repossessed the motor vehicle securing the receivable, the last business day of the month during which the motor vehicle is liquidated; and

• the last business day of the month during which CarMax Auto Finance determines in accordance with its customary practices that the receivable is uncollectible.

In general, CarMax Auto Finance may extend the due date for a current or past due payment for up to 30 days if the related installment sale contract has been in existence for at least six months and at least six monthly payments have been made. CarMax Auto Finance will only extend the due date for a payment if, after giving effect to such extension and to any payments made or any other extension granted in connection therewith, the related contract will be returned to current status.

The total number of extensions an obligor may receive equals the number of years in the original term of the related installment sale contract, except that no more than two extensions will be granted during any 12-month period. In general, if an installment sale contract has been confirmed or reaffirmed in a bankruptcy proceeding and the related obligor has thereafter made three consecutive monthly payments, CarMax Auto Finance will return the contract to current status. All exceptions to these general rules under the extension policy must be approved by CarMax Auto Finance’s senior management. See “Description of the Receivables Transfer and Servicing Agreements—Servicing Procedures”.

While CarMax Auto Finance’s servicing policies have generally remained unchanged, CarMax Auto Finance continues to enhance its servicing platform through the utilization of technology. Most notably, the CarMax Account Management System (CAMS), an internally developed, proprietary account servicing system, serves as the primary platform for managing delinquency collection efforts as well as the workflow requirements of specialty collections. Telephony technology includes an auto dialer, an integrated voice response system and call recording software.

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Physical Damage Insurance

In general, each installment sale contract requires the related obligor to obtain physical damage insurance covering loss or damage to the related financed vehicle. There can be no assurances, however, that each Financed Vehicle will at all times be covered by physical damage insurance.

GAP Waiver Agreements

Obligors may purchase a waiver agreement which provides for the cancellation of all or a portion of the remaining principal balance of the related receivable in certain events, including a casualty with respect to the related financed vehicle after application of any casualty insurance proceeds to the amount due under the receivable. The premium for the GAP waiver agreement is generally included in the amount financed under the receivable. The servicer will deposit any amounts paid under any insurance relating to a GAP waiver agreement into the related collection account.

THE SPONSOR

CarMax Business Services was formed in the State of Delaware on April 23, 2004 as a limited liability company. CarMax Business Services maintains its principal executive offices at 12800 Tuckahoe Creek Parkway, Suite 400, Richmond, Virginia 23238. Its telephone number is (804) 935-4512. See “The Transaction Parties—The Sponsor” in the attached prospectus supplement for descriptions of CarMax Business Services’s business and securitization program.

THE DEPOSITOR AND SELLER

CarMax Auto Funding LLC was formed in the State of Delaware on August 6, 2003 as a limited liability company. The sole equity member of the Seller is CarMax Business Services. The Seller maintains its principal executive offices at 12800 Tuckahoe Creek Parkway, Suite 400, Richmond, Virginia 23238. Its telephone number is (804) 935-4512.

The Seller was organized principally for the limited purpose of purchasing receivables originated by CarMax Auto or an affiliate of CarMax Auto. The Seller has not and will not engage in any activity other than acquiring, owning, holding, selling, transferring, assigning, pledging or otherwise dealing in receivables secured by the Financed Vehicles or originating one or more Delaware statutory trusts or common law trusts owning receivables secured by the Financed Vehicles. The Seller anticipates that, as seller, it will acquire receivables to be included in each trust from CarMax Business Services in privately negotiated transactions. Neither the Seller nor any of the Seller’s affiliates will insure or guarantee the receivables or the notes of any series.

The Seller will make various representations and warranties about the origination, characteristics and transfer of the receivables to each trust. The trust will have the right under the related sale and servicing agreement to cause the Seller to purchase receivables affected materially and adversely by breaches of the representations and warranties of the Seller made in the sale and servicing agreement. The Seller will be responsible for filing and maintaining the effectiveness of the financing statements that perfect the trust’s security interest in the receivables and other trust property.

In structuring these transactions, the Seller has taken steps intended to ensure that the voluntary or involuntary application for relief by CarMax Business Services under the Bankruptcy Code or similar state laws will not cause the assets and liabilities of the Seller to be consolidated with those of CarMax Business Services. See “Material Legal Issues Relating to the Receivables—Certain Bankruptcy Considerations” for more information.

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THE ISSUING ENTITY

The Seller will establish a separate Delaware statutory trust to issue each series of notes. The terms of each series of notes issued by each trust and additional information concerning the assets of each trust and any applicable credit or cash flow enhancement will be set forth in the related prospectus supplement.

The property of each trust will include a pool of motor vehicle retail installment sale contracts or motor vehicle retail installment loans originated by certain affiliates of CarMax Business Services, which contracts or loans will be secured by security interests in Financed Vehicles consisting of new and used motor vehicles, and all payments received under such contracts or loans after the related Cutoff Date. On or prior to the Closing Date for each trust, CarMax Business Services will sell the receivables to the Seller and the Seller, in turn, will sell the receivables to the trust.

To the extent provided in the related prospectus supplement, CarMax Business Services will sell Subsequent Receivables to the Seller and the Seller, in turn, will sell the Subsequent Receivables to the trust as frequently as daily during the related Funding Period. A trust will purchase any Subsequent Receivables with amounts deposited in a pre-funding account. Up to 50% of the net proceeds from the sale of the notes issued by a trust may be deposited into a pre-funding account for the purchase of Subsequent Receivables. The Funding Period, if any, will not exceed the period of one year from and after the Closing Date.

The property of each trust will also include:

• security interests in the related Financed Vehicles;

• the rights to proceeds, if any, from claims on certain theft, physical damage, credit life or credit disability insurance policies, if any, covering the Financed Vehicles or the related obligors;

• CarMax Business Services’s and the Seller’s rights to certain documents and instruments relating to the receivables;

• amounts as from time to time may be held in one or more accounts maintained for the trust;

• any credit or cash flow enhancement specified in the prospectus supplement;

• certain payments and proceeds with respect to the receivables held by the Servicer;

• certain rebates of premiums and other amounts relating to certain insurance policies and other items financed under the receivables; and

• any and all proceeds of the above items.

The trust’s rights and benefits with respect to the property of the trust will be assigned to the indenture trustee for the benefit of the noteholders.

If the property of a trust includes motor vehicle retail installment loans, we will provide more specific information about the origination of the loans in the related prospectus supplement. The property of a trust may include a pool of notes secured by receivables and the related Financed Vehicles and all proceeds generated by the receivables and the Financed Vehicles. If the property of a trust includes secured notes, we will provide more specific information about the origination and servicing of the secured notes and the consequences of including secured notes in a trust in the related prospectus supplement.

THE SERVICER

The Servicer will service the receivables, either directly or through subservicers, held by each trust and will receive fees for its services. To facilitate the servicing of the receivables, each trust will authorize the Servicer to retain physical possession of the receivables held by each trust and other documents relating thereto as custodian for each trust and the related indenture trustee. Due to administrative burden and expense, the certificates of title for the Financed Vehicles will not be amended to reflect the sale and assignment of the

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security interests in the Financed Vehicles to each trust. See “Risk Factors—Interests of other persons in the receivables could reduce the funds available to make payments on your notes” and “Description of the Sale and Servicing Agreement—Sale and Assignment of Receivables”.

THE BACKUP SERVICER

The backup servicer for each series of notes, if any, will be specified in the related prospectus supplement. The backup servicer’s duties in connection with the related securitization transaction will be specified in the related prospectus supplement and principal documents.

THE TRUSTEES

The owner trustee for each trust and the indenture trustee with respect to the related notes will be specified in the related prospectus supplement. The liability of each trustee in connection with the issuance and sale of the notes will be limited solely to the express obligations of the trustee set forth in the applicable trust agreement or indenture. A trustee may resign at any time, in which event the administrator of the trust will be obligated to appoint a successor trustee. The trust or the administrator of each trust, as applicable, shall remove a trustee if:

• the trustee ceases to be eligible to continue as trustee under the applicable trust agreement or indenture; or

• the trustee becomes insolvent.

In either of these circumstances, the administrator must appoint a successor trustee. If a trustee resigns or is removed, the resignation or removal and appointment of a successor trustee will not become effective until the successor trustee accepts its appointment.

You will find the addresses of the principal offices of the trust and each trustee in the prospectus supplement.

THE RECEIVABLES

General

Criteria for Selecting the Receivables.    The receivables to be held by each trust must satisfy various criteria, including that each receivable:

• is secured by a Financed Vehicle that, as of the Cutoff Date, has not been repossessed;

• was originated in the United States;

• has a fixed or variable interest rate;

• provides for level monthly payments that fully amortize the amount financed over its original term to maturity or provides for a different type of amortization described in the related prospectus supplement; and

• satisfies the other criteria, if any, set forth in the related prospectus supplement.

If so specified in the related prospectus supplement, a trust may include Subsequent Receivables. Subsequent Receivables will be originated as described under “The CarMax Business—Underwriting Procedures”. If the trust will include Subsequent Receivables, the prospectus supplement will provide information about the selection criteria for those Subsequent Receivables. If so specified in the related prospectus supplement, the receivables may include loans made to borrowers whose credit histories show previous financial difficulties or who otherwise have insufficient credit histories to meet the credit standards imposed by most traditional motor vehicle financing sources.

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This prospectus describes CarMax’s underwriting procedures and guidelines, including the type of information reviewed in respect of each applicant, and the Servicer’s servicing procedures, including the steps customarily taken in respect of delinquent receivables and the maintenance of physical damage insurance. See “The CarMax Business”.

No selection procedures believed by CarMax Business Services to be adverse to the holders of notes of any series were or will be used in selecting the receivables for each trust. Terms of the receivables included in each trust which are material to investors will be described in the related prospectus supplement.

Simple Interest Receivables.    Except as otherwise set forth in the related prospectus supplement, the receivables in each trust will be Simple Interest Receivables. Each monthly installment under a Simple Interest Receivable consists of an amount of interest which is calculated on the basis of the outstanding principal balance multiplied by the stated contract rate and further multiplied by the period elapsed (as a fraction of a calendar year) since the last payment of interest was made. As payments are received under a Simple Interest Receivable, the amount received is applied first, to interest accrued to the date of payment, then to any applicable late charges, then to principal due on the date of payment, then to any other fees due under the receivable that are not included in the original amount financed and then to reduce further the outstanding principal balance of the receivable. Accordingly, if an obligor on a Simple Interest Receivable pays a fixed monthly installment before its scheduled due date:

• the portion of the payment allocable to interest for the period since the preceding payment was made will be less than it would have been had the payment been made as scheduled; and

• the portion of the payment applied to reduce the unpaid principal balance will be correspondingly greater.

Conversely, if an obligor pays a fixed monthly installment after its scheduled due date:

• the portion of the payment allocable to interest for the period since the preceding payment was made will be greater than it would have been had the payment been made as scheduled; and

• the portion of the payment applied to reduce the unpaid principal balance will be correspondingly less.

In either case, the obligor under a Simple Interest Receivable pays fixed monthly installments until the final scheduled payment date, at which time the amount of the final installment is increased or decreased as necessary to repay the then outstanding principal balance. If a Simple Interest Receivable is prepaid, the obligor is required to pay interest only to the date of prepayment.

If the receivables included in a trust are not Simple Interest Receivables, the related prospectus supplement will describe the method of calculating interest on the receivables.

We Will Provide More Specific Information About the Receivables in the Prospectus Supplement.    Information with respect to each pool of receivables included in a trust will be set forth in the related prospectus supplement, including, to the extent appropriate:

• the portion of the receivables pool secured by new Financed Vehicles and by used Financed Vehicles;

• the aggregate principal balance of the related receivables;

• the average principal balance of the related receivables and the range of principal balances;

• the number of receivables in the receivables pool;

• the geographic distribution of the receivables in the receivables pool;

• the average original amount financed and the range of original amounts financed;

• the weighted average contract rate of interest and the range of such rates;

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• the weighted average original term and the range of original terms;

• the weighted average remaining term and the range of remaining terms;

• the distribution by stated contract rate of interest; and

• the weighted average FICO score and the range of FICO scores.

Static Pool Information About Previous Securitizations

Static pool information about prior pools of receivables that were securitized by CarMax Auto Finance will be provided in the accompanying prospectus supplement or on the website specified in the accompanying prospectus supplement.

MATURITY AND PREPAYMENT CONSIDERATIONS

The weighted average lives of the notes of any trust will generally be influenced by the rate at which the principal balances of the receivables held by the trust are paid, which payment may be in the form of scheduled amortization or prepayments. “Prepayments” for these purposes includes the following circumstances:

• prepayments by obligors, who may repay at any time without penalty;

• the Seller may be required to repurchase a receivable sold to the trust if certain breaches of representations and warranties occur and the receivable is materially and adversely affected by the breach;

• the Servicer may be obligated to purchase a receivable from the trust if certain breaches of covenants occur or if the Servicer extends or modifies the terms of a receivable beyond the Collection Period preceding the final scheduled Distribution Date for the notes specified in the related prospectus supplement;

• partial prepayments, including those related to rebates of extended service plan contract costs and insurance premiums;

• liquidations of the receivables due to default; and

• partial prepayments from proceeds from physical damage, theft, credit life and credit disability insurance policies.

In light of the above considerations, we cannot assure you as to the amount of principal payments to be made on the notes of a trust on each Distribution Date since that amount will depend, in part, on the amount of principal collected on the trust’s receivables during the applicable Collection Period. Any reinvestment risks resulting from a faster or slower incidence of prepayment of receivables will be borne entirely by the noteholders. The related prospectus supplement may set forth certain additional information with respect to the maturity and prepayment considerations applicable to the receivables and the notes of the trust.

The rate of prepayments on the receivables may be influenced by a variety of economic, social and other factors, including the fact that an obligor may not sell or transfer its Financed Vehicle without CarMax Business Services’s consent. These factors may also include unemployment, servicing decisions, seasoning of receivables, destruction of vehicles by accident, sales of vehicles and market interest rates. A predominant factor affecting the prepayment of a large group of receivables is the difference between the interest rates on the receivables and prevailing market interest rates. If the prevailing market interest rates were to fall significantly below the interest rates borne by the receivables, the rate of prepayments and refinancings would be expected to increase. Conversely, if the prevailing market interest rates were to increase significantly above the interest rates borne by the receivables, the rate of prepayments and refinancings would be expected to decrease.

The related prospectus supplement may set forth certain additional information with respect to the maturity and prepayment considerations applicable to the receivables and the notes of the trust.

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POOL FACTORS AND TRADING INFORMATION

The Servicer will provide to you in each monthly investor report a factor which you can use to compute your portion of the principal amount outstanding on the notes.

General

Calculation of the Factor For Your Class of Notes.    The Servicer will compute a separate factor for each class of notes issued. The factor for each class of notes will be a seven-digit decimal which the Servicer will compute prior to each distribution with respect to that class indicating the remaining outstanding principal amount of that class as of the applicable Distribution Date. The Servicer will compute the factor for each class of notes, after giving effect to payments to be made on such Distribution Date, as a fraction of the initial outstanding principal amount of that class.

Your Portion of the Outstanding Amount of the Notes.    For each note you own, your portion of that class of notes will be the product of:

• the original denomination of your note; and

• the factor relating to your class of notes computed by the Servicer in the manner described above.

The Pool Factors Will Decline as the Trust Makes Payments on the Notes

The factor for each class of notes will initially be 1.0000000 and will decline as the outstanding principal balance of that class is reduced. The outstanding principal balance of each class of notes will be reduced over time as a result of scheduled payments, prepayments, purchases of the receivables by the Seller or the Servicer and liquidations of the receivables.

Additional Information

The noteholders will receive reports on or about each Distribution Date concerning, with respect to the Collection Period immediately preceding such Distribution Date, payments received on the related receivables, the outstanding principal balance of the related receivables, factors for each related class of notes and various other items of information.

In addition, noteholders of record during any calendar year will be furnished information for tax reporting purposes not later than the latest date permitted by law. See “Certain Information Regarding the Notes—Reports to Noteholders”.

USE OF PROCEEDS

Unless the related prospectus supplement provides for other applications, the net proceeds from the sale of the notes of a trust will be applied by the Seller:

• to purchase the receivables from CarMax Business Services;

• if the trust has a pre-funding account, to make the deposit into that account;

• if the trust has a yield supplement account, to make the deposit into that account;

• if the trust has a reserve account, to make the initial deposit into that account; and

• for any other purposes specified in the prospectus supplement.

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CERTAIN INFORMATION REGARDING THE NOTES

General

The prospectus supplement for each transaction will describe:

• the timing, amount and priority of payments of principal and interest on each class of notes;

• the interest rate for each class of notes or the formula for determining the interest rate;

• the method for determining the amount of principal payments on each class of notes;

• the priority of the application of the trust’s available funds to its expenses and payments on its notes; and

• the method for allocating losses among each class of notes.

The rights of any class of notes to receive payments may be senior or subordinate to other classes of notes. A note may be entitled to:

• principal payments with disproportionate, nominal or no interest payments;

• interest payments with disproportionate, nominal or no principal payments; or

• residual cash flow remaining after all other classes have been paid.

Each class of notes entitled to receive interest payments may bear interest at a fixed rate of interest or a floating rate of interest as more fully described in this prospectus and in the related prospectus supplement. If a class of notes is redeemable, the related prospectus supplement will describe when they may be redeemed and at what price. The aggregate initial principal amount of the notes issued by a trust may be greater than, equal to or less than the aggregate initial principal amount of the receivables held by that trust.

Payments of principal and interest on any class of notes will be made on a pro rata basis among all the noteholders of that class. If the amount of funds available to make a payment on a class is less than the required payment, the holders of the notes of that class will receive their pro rata share of the available amount. A series may provide for a liquidity facility or similar arrangement that permits one or more classes of notes to be paid in planned amounts on specified Distribution Dates.

Fixed Rate Notes

Each class of fixed rate notes will bear interest at the applicable per annum interest rate specified in the related prospectus supplement. Interest on each class of fixed rate notes may be computed on the basis of a 360-day year of twelve 30-day months or on such other day count basis as is specified in the related prospectus supplement.

Floating Rate Notes

Each class of floating rate notes will bear interest for each applicable interest accrual period described in the related prospectus supplement at a rate determined by reference to a base rate of interest, plus or minus the number of basis points specified in the prospectus supplement, if any, or multiplied by the percentage specified in the prospectus supplement, if any, or as otherwise specified in the prospectus supplement.

The base rate of interest for any floating rate notes will be based on a London interbank offered rate, commercial paper rates, Federal funds rates, swaps rates, United States government treasury securities rates, negotiable certificates of deposit rates or the prime rate.

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A class of floating rate notes may also have either or both of the following (in each case expressed as a rate per annum):

• a maximum limitation, or ceiling, on the rate at which interest may accrue during any interest accrual period; provided, that the interest rate applicable to any class of floating rate notes will in no event be higher than the maximum rate permitted by applicable law; and

• a minimum limitation, or floor, on the rate at which interest may accrue during any interest accrual period.

Each trust issuing floating rate notes may appoint a calculation agent to calculate interest rates on each class of its floating rate notes. The prospectus supplement will identify the calculation agent, if any, for each class of floating rate notes, which may be either the owner trustee or the indenture trustee with respect to the trust. All determinations of interest by a calculation agent will, in the absence of manifest error, be conclusive for all purposes and binding on the holders of the floating rate notes. All percentages resulting from any calculation of the rate of interest on a floating rate note will be rounded, if necessary, to the nearest 1/100,000 of 1% (.0000001), with five one-millionths of a percentage point rounded upward.

If the trust issues floating rate notes, it may enter into interest rate swaps or interest rate caps with counterparties to hedge the potential mismatch between the fixed interest rates on the receivables and the floating interest rates on the floating rate notes. If the trust enters into an interest rate swap, the trust will make fixed payments on a monthly basis to a swap counterparty and will receive payments based on the floating rate applicable to the notes. If the trust enters into an interest rate cap, the trust will make an upfront payment to a counterparty and will receive a payment on a monthly basis to the extent that the applicable floating rate exceeds a stated, or capped, amount. The material terms of these arrangements and information about the counterparties will be described in the prospectus supplement.

Book-Entry Registration

The notes will be available only in book-entry form except in the limited circumstances described under “—Definitive Notes Only in Limited Circumstances” in this prospectus. All notes will be held in book-entry form by DTC, in the name of Cede & Co., as nominee of DTC. Investors’ interests in the notes will be represented through financial institutions acting on their behalf as direct and indirect participants in DTC. Investors may hold their notes through DTC, Clearstream Banking Luxembourg S.A., or Euroclear Bank S.A./N.V., which will hold positions on behalf of their customers or participants through their respective depositories, which in turn will hold such positions in accounts as DTC participants. The notes will be traded as home market instruments in both the U.S. domestic and European markets. Initial settlement and all secondary trades will settle in same-day funds. The DTC rules applicable to its participants are on file with the SEC. More information about DTC can be found at www.dtcc.com.

Investors electing to hold their notes through DTC will follow the settlement practices applicable to U.S. corporate debt obligations. Investors electing to hold global notes through Clearstream or Euroclear accounts will follow the settlement procedures applicable to conventional eurobonds, except that there will be no temporary global notes and no “lock-up” or restricted period.

Actions of noteholders under the indenture will be taken by DTC upon instructions from its participants and all payments, notices, reports and statements to be delivered to noteholders will be delivered to DTC or its nominee as the registered holder of the book-entry notes for distribution to holders of book-entry notes in accordance with DTC’s procedures.

Investors should review the procedures of DTC, Clearstream and Euroclear for clearing, settlement and withholding tax procedures applicable to their purchase of the notes.

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Definitive Notes Only in Limited Circumstances

With respect to any class of notes issued in book-entry form, such notes will be issued in fully registered, certificated form to noteholders or their respective nominees, rather than to DTC or its nominee, only if:

• the administrator of the trust or the Servicer notifies the indenture trustee in writing that DTC is no longer willing or able to discharge properly its responsibilities as Depository with respect to the notes and the administrator or the indenture trustee, as the case may be, is unable to locate a qualified successor; or

• after the occurrence of an Event of Default or an Event of Servicing Termination, holders representing not less than 51% of the outstanding principal amount of the notes of such class advise DTC and the indenture trustee in writing that the continuation of a book-entry system through DTC, or a successor thereto, with respect to the notes is no longer in the best interest of the holders of the notes.

Upon the occurrence of any event described in the immediately preceding paragraph, DTC will notify all applicable noteholders of a given class through participants of the availability of Definitive Notes. Upon surrender by DTC of the Definitive Notes representing the corresponding notes and receipt of instructions for re-registration, the indenture trustee will reissue the notes as Definitive Notes to the noteholders.

Distributions of principal of, and interest on, the Definitive Notes will thereafter be made by the indenture trustee in accordance with the procedures set forth in the related indenture directly to holders of Definitive Notes in whose names the Definitive Notes were registered at the close of business on the Record Date specified for such notes in the related prospectus supplement. The distributions will be made by check mailed to the address of the holder as it appears on the register maintained by the indenture trustee or by wire transfer to the account designated in writing to the indenture trustee by the holder at least five Business Days prior to the related Record Date. The final payment on any Definitive Note, however, will be made only upon presentation and surrender of the Definitive Note at the office or agency specified in the notice of final distribution to the applicable noteholders.

Definitive Notes will be transferable and exchangeable at the offices of the indenture trustee or of a registrar named in a notice delivered to holders of Definitive Notes. No service charge will be imposed for any registration of transfer or exchange, but the indenture trustee may require payment of a sum sufficient to cover any tax or other governmental charge imposed in connection therewith.

Reports to Noteholders

On or prior to each Distribution Date, the Servicer or the administrator will prepare and provide to the related indenture trustee a statement to be delivered to the noteholders on such Distribution Date. Each statement to be delivered to the noteholders on a Distribution Date will include, to the extent applicable to those noteholders, the following information, and any other information so specified in the prospectus supplement, with respect to such Distribution Date or the period since the previous Distribution Date, as applicable:

(1) the amount of the distribution allocable to principal of each class of notes;

(2) the amount of the distribution allocable to interest on or with respect to each class of notes;

(3) the amount of the distribution allocable to draws from any reserve account or payments in respect of any other credit or cash flow enhancement arrangement;

(4) the aggregate outstanding principal balance of the receivables in the trust as of the close of business on the last day of the related Collection Period;

(5) any credit enhancement amount;

(6) the aggregate outstanding principal amount and the appropriate factor for each class of notes, each after giving effect to all payments reported under clause (1) above on that date;

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(7) the amount of the servicing fee paid to the Servicer and the amount of any unpaid servicing fee with respect to the related Collection Period or any prior Collection Period, as the case may be;

(8) the amount of the aggregate losses realized on the receivables during the related Collection Period, calculated as described in the related prospectus supplement;

(9) previously due and unpaid interest payments, plus interest accrued on such unpaid interest to the extent permitted by law, if any, on each class of notes, and the change in these amounts from the preceding statement;

(10) previously due and unpaid principal payments, plus interest accrued on such unpaid principal to the extent permitted by law, if any, on each class of notes, and the change in these amounts from the preceding statement;

(11) the aggregate amount to be paid in respect of receivables, if any, repurchased in respect of the related Collection Period;

(12) the balance of any reserve account, if any, on that date, after giving effect to changes on that date;

(13) the amount of advances to be made by the Servicer in respect of the related Collection Period;

(14) for each Distribution Date during any Funding Period, the amount remaining in the pre-funding account;

(15) for the first Distribution Date that is on or immediately following the end of any Funding Period, the amount remaining in the pre-funding account that has not been used to fund the purchase of Subsequent Receivables and is being passed through as payments of principal on the notes of the trust; and

(16) the amount of any cumulative shortfall between payments due in respect of any credit or cash flow enhancement arrangement and payments received in respect of the credit or cash flow enhancement arrangement, and the change in any shortfall from the preceding statement.

Within the prescribed period of time for federal income tax reporting purposes after the end of each calendar year during the term of each trust, the applicable indenture trustee will mail to each person who at any time during such calendar year was a noteholder and received any payment with respect to the trust a statement containing certain information for the purposes of the noteholder’s preparation of federal income tax returns. See “Material Federal Income Tax Consequences”.

Notes Owned by the Trust, the Seller, the Servicer or their Affiliates

In general, any notes owned by the trust, the Seller, the Servicer or any of their respective affiliates will be entitled to benefits under such documents equally and proportionately to the benefits afforded other owners of notes, except that such notes will be deemed not to be outstanding for the purpose of determining whether the requisite percentage of noteholders have given any request, demand, authorization, direction, notice, consent or waiver under such documents.

Limitation on Right to Institute Bankruptcy Proceedings

The related indenture trustee and each noteholder, by accepting the related notes or a beneficial interest therein, will covenant that they will not at any time institute against the Seller or the trust any bankruptcy, reorganization or other proceeding under any federal or state bankruptcy or similar law.

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PRINCIPAL DOCUMENTS

In general, the operations of a trust will be governed by the following documents:

Document	Parties	Primary Purposes
Trust Agreement	The Seller and the Owner Trustee	Creates the trust as a Delaware statutory trust Establishes the terms of the certificates and provides for the issuance of the certificates to the Seller Directs how payments are to be made on the certificates Establishes the rights of the certificateholders Establishes the rights and duties of the owner trustee
Receivables Purchase Agreement	CarMax Business Services and the Seller	Transfers the receivables from CarMax Business Services to the Seller Contains representations and warranties of CarMax Business Services concerning the receivables Requires CarMax Business Services to repurchase receivables as to which certain representations and warranties are breached
Sale and Servicing Agreement	The Trust, the Seller, the Servicer and the backup servicer (if any)	Transfers the receivables from the Seller to the trust Contains representations and warranties of the Seller concerning the receivables Requires the Seller to repurchase receivables as to which certain representations and warranties are breached Appoints the Servicer and establishes the rights and duties of the Servicer Requires the Servicer to purchase receivables as to which certain servicing covenants are breached Provides for compensation of the Servicer Appoints and establishes the rights and duties of the backup servicer (if any) Provides for compensation of the backup servicer (if any)
Indenture	The Trust, as issuer of the notes, and the Indenture Trustee	Provides for the pledge of the receivables by the trust to the indenture trustee Establishes the terms of the notes and provides for the issuance of the notes to the Seller Directs how payments are to be made on the notes Establishes the rights of the noteholders Establishes the rights and duties of the indenture trustee

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The material terms of these documents are described throughout this prospectus and in the related prospectus supplement. Each prospectus supplement for a series will describe any material provisions of these documents as used in the related series that differ in a material way from the provisions described in this prospectus.

A form of each of these principal documents has been filed as an exhibit to the registration statement which includes this prospectus. The summaries of the principal documents in this prospectus do not purport to be complete and are subject to, and are qualified in their entirety by reference to, all the provisions of those principal documents.

THE TRUST AGREEMENT

The Seller will form each trust pursuant to a trust agreement between the Seller and the owner trustee. The trust will, concurrently with the transfer of the Receivables to the trust pursuant to the related sale and servicing agreement, issue the certificates to the Seller pursuant to the trust agreement. A form of the trust agreement has been filed as an exhibit to the registration statement which includes this prospectus. This summary describes the material provisions of the trust agreement common to the notes of each trust. The related prospectus supplement will give you additional information on any material provisions specific to the notes which you are purchasing. This summary does not purport to be complete and is subject to, and is qualified in its entirety by reference to, all the provisions of the trust agreement.

Amendment

The trust agreement may be amended from time to time by the Seller and the owner trustee, without the consent of the noteholders or certificateholders, with prior written notice to each Rating Agency and the administrator, to cure any ambiguity, to correct or supplement any provision in the trust agreement that may be inconsistent with any other provision in the trust agreement or in this prospectus or the related prospectus supplement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the trust agreement which will not be inconsistent with other provisions of the trust agreement; provided, however, that no such amendment may materially adversely affect the interests of any noteholder or certificateholder. An amendment will be deemed not to materially adversely affect the interests of any noteholder or certificateholder if:

• the person requesting the amendment obtains and delivers to the owner trustee an opinion of counsel to that effect; or

• each Rating Agency confirms that the amendment would not result in a downgrading or withdrawal of its rating then assigned to any class of notes or, within 10 business days of receiving notice of the amendment, does not provide notice that the amendment will result in a downgrading or withdrawal of its rating then assigned to any class of notes.

The trust agreement may also be amended from time to time by the Seller and the owner trustee, with the consent of the holders of notes evidencing not less than 51% of the aggregate principal amount of the notes or, if the notes have been paid in full, the holders of certificates evidencing not less than 51% of the aggregate certificate percentage interest and with prior written notice to each Rating Agency and the administrator, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the trust agreement or of modifying in any manner the rights of the noteholders or certificateholders; provided, however, that no such amendment may:

• increase or reduce in any manner the amount of, or accelerate or delay the timing of, or change the allocation or priority of, collections of payments on or in respect of the receivables or distributions that are required to be made for the benefit of the noteholders or certificateholders, or change the interest rate applicable to any class of notes, without the consent of all noteholders and certificateholders adversely affected by the amendment;

• reduce the percentage of the aggregate principal amount of the notes or the percentage of the aggregate certificate percentage interest the consent of the holders of which is required for any

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amendment to the trust agreement without the consent of all noteholders and certificateholders adversely affected by the amendment; or

• adversely affect the rating assigned by any Rating Agency to any class of notes without the consent of holders of notes evidencing not less than 66 ²/3% of the aggregate principal amount of the notes of such class.

No amendment to the trust agreement will be permitted unless an opinion of counsel as to various tax matters is delivered to the owner trustee.

Termination

The obligations of the Seller and the owner trustee under each trust agreement will terminate, and the related trust will dissolve, upon the earlier of the payment to the Servicer, the noteholders and the certificateholders of all amounts required to be paid to them under the indenture, the sale and servicing agreement and the trust agreement and the Distribution Date immediately following the month which contains the one year anniversary of the maturity or other liquidation of the last related receivable and the disposition of any amounts received upon liquidation of any remaining receivables in the trust.

DESCRIPTION OF THE RECEIVABLES PURCHASE AGREEMENT

CarMax Business Services will sell the receivables to the Seller under the terms of a receivables purchase agreement between CarMax Business Services and the Seller. A form of the receivables purchase agreement has been filed as an exhibit to the registration statement which includes this prospectus. This summary describes the material provisions of the receivables purchase agreement common to the notes of each trust. The related prospectus supplement will give you additional information on any material provisions specific to the notes which you are purchasing. This summary does not purport to be complete and is subject to, and is qualified in its entirety by reference to, all the provisions of the receivables purchase agreement.

Sale and Assignment of Receivables

Sale and Assignment of Receivables.    CarMax Business Services will transfer and assign to the Seller, without recourse, under a receivables purchase agreement its entire interest in the related receivables, including its security interests in the related Financed Vehicles. Each receivable will be identified in a schedule appearing as an exhibit to the receivables purchase agreement. The prospectus supplement for each trust will specify whether, and the terms, conditions and manner under which, Subsequent Receivables, if any, will be transferred and assigned by CarMax Business Services to the Seller on each Subsequent Transfer Date.

Representations and Warranties.    CarMax Business Services will represent and warrant to the Seller in each receivables purchase agreement, among other things, that at the date of issuance of the related notes or at the applicable Subsequent Transfer Date:

• each receivable has been originated by an affiliate of CarMax Business Services in the ordinary course of business in connection with the sale of a new or used motor vehicle to an obligor located in one of the states of the United States or the District of Columbia and contains customary and enforceable provisions such that the rights and remedies of the holder thereof are adequate for realization against the collateral of the benefits of the security;

• each receivable and the sale of the related Financed Vehicle complies in all material respects with all requirements of applicable federal, state and local laws, and regulations thereunder, including usury laws, the Federal Truth-in-Lending Act, the Equal Credit Opportunity Act, the Fair Credit Reporting Act, the Fair Debt Collection Practices Act, the Federal Trade Commission Act, the Magnuson-Moss Warranty Act, Federal Reserve Board Regulations B and Z, the Servicemembers Civil Relief Act and state adaptations of the National Consumer Act and the Uniform Consumer

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Credit Code, and any other consumer credit, equal opportunity and disclosure laws applicable to such receivable and sale;

• each receivable represents the genuine, legal, valid and binding payment obligation in writing of the related obligor, enforceable by the holder thereof in all material respects in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity;

• immediately prior to the transfer of each receivable by CarMax Business Services to the Seller, such receivable was secured by a valid, binding and enforceable first priority perfected security interest in favor of CarMax Business Services in the related Financed Vehicle, which security interest has been validly assigned by CarMax Business Services to the Seller and by the Seller to the trust;

• no receivable is subject to any right of rescission, setoff, counterclaim or defense, and CarMax Business Services has no knowledge of any such right having been asserted or threatened with respect to any receivable;

• CarMax Business Services has no knowledge of any liens or claims that have been filed, including liens for work, labor, materials or unpaid taxes, relating to a Financed Vehicle that are prior to, or equal or coordinate with, the security interest in such Financed Vehicle created by the related receivable;

• except for payment defaults continuing for a period of not more than 30 days as of the Cutoff Date, CarMax Business Services has no knowledge that a default, breach, violation or event permitting acceleration under the terms of any receivable has occurred or that a continuing condition that with notice or lapse of time or both would constitute a default, breach, violation or event permitting acceleration under the terms of any receivable has arisen, and CarMax Business Services has not waived any such event or condition;

• each obligor has obtained or agreed to obtain physical damage insurance covering the related Financed Vehicle in accordance with CarMax Business Services’s normal requirements; and

• any other representations and warranties that may be set forth in the related prospectus supplement.

The Seller will assign its rights under each receivables purchase agreement to the related trust under the related sale and servicing agreement.

Repurchase of Receivables.    In general, if CarMax Business Services breaches a representation or warranty set forth in a receivables purchase agreement and such breach shall not have been cured by the close of business on the last day of the Collection Period which includes the thirtieth day after the date on which CarMax Business Services becomes aware of, or receives written notice of, such breach and such breach materially and adversely affects the interest of the Seller in any receivable, CarMax Business Services will repurchase such receivable from the Seller on the Distribution Date immediately following such Collection Period at a price generally equal to the related Purchase Amount. Alternatively, if so specified in the related prospectus supplement, CarMax Business Services will be permitted, in a circumstance where it would otherwise be required to repurchase a receivable as described in the preceding sentence, to instead substitute a comparable receivable for the receivable otherwise requiring repurchase, subject to certain conditions and eligibility criteria for the substitute receivable described in the related prospectus supplement. The repurchase obligation, or, if applicable, the substitution alternative with respect thereto, constitutes the sole remedy available to the Seller for any such uncured breach.

Termination

The obligations of CarMax Business Services and the Seller under each receivables purchase agreement will terminate upon the termination of the related trust as provided in the trust agreement.

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DESCRIPTION OF THE SALE AND SERVICING AGREEMENT

The Seller will sell the receivables to the trust and the Servicer will service the receivables on behalf of the trust under the terms of a sale and servicing agreement among the trust, the Seller and the Servicer. A form of the sale and servicing agreement has been filed as an exhibit to the registration statement which includes this prospectus. This summary describes the material provisions of the sale and servicing agreement common to the notes of each trust. The related prospectus supplement will give you additional information on any material provisions specific to the notes which you are purchasing. This summary does not purport to be complete and is subject to, and is qualified in its entirety by reference to, all the provisions of the sale and servicing agreement.

Sale and Assignment of Receivables

Sale and Assignment of Receivables.    The Seller will transfer and assign to the related trust, without recourse, under a sale and servicing agreement, its entire interest in the receivables transferred and assigned by CarMax Business Services to the Seller under the related receivables purchase agreement, including its security interests in the related Financed Vehicles. Each receivable will be identified in a schedule appearing as an exhibit to the sale and servicing agreement. The prospectus supplement for each trust will specify whether, and the terms, conditions and manner under which, Subsequent Receivables, if any, will be transferred and assigned by the Seller to the trust on each Subsequent Transfer Date and will specify the maximum aggregate amount of Subsequent Receivables that the Seller may transfer and assign to the trust.

Representations and Warranties.    The Seller will represent and warrant to the related trust in each sale and servicing agreement, among other things, that at the date of issuance of the related notes or at the applicable Subsequent Transfer Date:

• each receivable has been originated by an affiliate of CarMax Business Services in the ordinary course of business in connection with the sale of a new or used motor vehicle to an obligor located in one of the states of the United States or the District of Columbia and contains customary and enforceable provisions such that the rights and remedies of the holder thereof are adequate for realization against the collateral of the benefits of the security;

• each receivable and the sale of the related Financed Vehicle complies in all material respects with all requirements of applicable federal, state and local laws, and regulations thereunder, including usury laws, the Federal Truth-in-Lending Act, the Equal Credit Opportunity Act, the Fair Credit Reporting Act, the Fair Debt Collection Practices Act, the Federal Trade Commission Act, the Magnuson-Moss Warranty Act, Federal Reserve Board Regulations B and Z, the Servicemembers Civil Relief Act and state adaptations of the National Consumer Act and the Uniform Consumer Credit Code, and any other consumer credit, equal opportunity and disclosure laws applicable to such receivable and sale;

• each receivable represents the genuine, legal, valid and binding payment obligation in writing of the related obligor, enforceable by the holder thereof in all material respects in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity;

• immediately prior to the transfer of each receivable by CarMax Business Services to the Seller, such receivable was secured by a valid, binding and enforceable first priority perfected security interest in favor of CarMax Business Services in the related Financed Vehicle, which security interest has been validly assigned by CarMax Business Services to the Seller and by the Seller to the trust;

• no receivable is subject to any right of rescission, setoff, counterclaim or defense, and the Seller has no knowledge of any such right having been asserted or threatened with respect to any receivable;

• the Seller has no knowledge of any liens or claims that have been filed, including liens for work, labor, materials or unpaid taxes, relating to a Financed Vehicle that are prior to, or equal or coordinate with, the security interest in such Financed Vehicle created by the related receivable;

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• except for payment defaults continuing for a period of not more than 30 days as of the Cutoff Date, the Seller has no knowledge that a default, breach, violation or event permitting acceleration under the terms of any receivable has occurred or that a continuing condition that with notice or lapse of time or both would constitute a default, breach, violation or event permitting acceleration under the terms of any receivable has arisen, and the Seller has not waived any such event or condition;

• each obligor has obtained or agreed to obtain physical damage insurance covering the related Financed Vehicle in accordance with the CarMax Business Services’s normal requirements; and

• any other representations and warranties that may be set forth in the related prospectus supplement.

Repurchase of Receivables.    In general, if the Seller breaches a representation or warranty set forth in a sale and servicing agreement and such breach shall not have been cured by the close of business on the last day of the Collection Period which includes the thirtieth day after the date on which the Seller becomes aware of, or receives written notice of, such breach and such breach materially and adversely affects the interest of the related trust in any receivable, the Seller will repurchase such receivable from the trust on the Distribution Date immediately following such Collection Period at a price equal to the related Purchase Amount. Alternatively, if so specified in the related prospectus supplement, the Seller will be permitted, in a circumstance where it would otherwise be required to repurchase a receivable as described in the preceding sentence, to instead substitute a comparable receivable for the receivable otherwise requiring repurchase, subject to certain conditions and eligibility criteria for the substitute receivable described in the related prospectus supplement. The obligation of the Seller to repurchase a receivable will not be conditioned on performance by CarMax Business Services of its obligation to repurchase a receivable from the Seller. The repurchase obligation, or, if applicable, the substitution alternative with respect thereto, constitutes the sole remedy available to the noteholders or the indenture trustee in respect of each trust for any such uncured breach.

Servicing of Receivables.    To assure uniform quality in servicing the receivables and to reduce administrative costs, each trust will designate the Servicer to service and administer the receivables held by the trust and, as custodian on behalf of the trust, to maintain possession of the installment sale contracts or installment loan agreements and any other documents relating to the receivables. To reduce administrative costs, the installment sale contracts or installment loan agreements and any other documents relating to the receivables will not be physically segregated from other similar documents that are in the Servicer’s possession or otherwise stamped or marked to reflect the transfer to the trust and the obligors under the receivables will not be notified of the transfer. However, UCC financing statements reflecting the transfer of the receivables by the Seller to the trust will be filed and the Servicer’s accounting records and computer systems will be marked to reflect such transfer. Because the receivables will remain in the Servicer’s possession and will not be stamped or otherwise marked to reflect the transfer to the trust, the trust’s interest in the receivables could be defeated if a subsequent purchaser were to obtain physical possession of the receivables without knowledge of such transfer. See “Material Legal Issues Relating to the Receivables—Security Interests in the Financed Vehicles”.

Accounts

The Servicer will establish and maintain for each trust, in the name of the related indenture trustee on behalf of the related noteholders, one or more collection accounts into which all payments made on or with respect to the related receivables will be deposited. The Servicer may establish and maintain with the related indenture trustee one or more note payment accounts, which may be subaccounts of the collection account, in the name of such indenture trustee on behalf of the related noteholders, into which amounts released from the collection account and any other accounts of the trust for payment to such noteholders will be deposited and from which all payments to such noteholders will be made.

Any other accounts to be established with respect to a trust, including any pre-funding account, yield supplement account or reserve account, will be described in the related prospectus supplement.

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A firm of independent certified public accountants will furnish to the related owner trustee and the related indenture trustee an annual statement attesting to the Servicer’s assessment of its compliance with certain minimum servicing criteria during the preceding 12 months (or, in the case of the first certificate, from the related Closing Date), including criteria regarding cash collection and administration. There will be no other independent verification of the deposits to or withdrawals from the collection account or other trust accounts for any trust.

All funds on deposit in the trust accounts will be invested by the related indenture trustee, as directed by the Servicer, in Permitted Investments as provided in the related sale and servicing agreement. Permitted Investments are generally limited to obligations or securities that mature on or before the Business Day preceding the Distribution Date following the Collection Period during which the investment is made. Thus, the amount of cash available in any reserve account at any time may be less than the balance of the reserve account. If the amount required to be withdrawn from any reserve account to cover shortfalls in collections on the related receivables, as provided in the related prospectus supplement, exceeds the amount of cash in the reserve account, a temporary shortfall in the amounts distributed to the related noteholders could result, which could, in turn, increase the average life of the notes of the related trust. All net investment earnings on funds on deposit in the trust accounts will be deposited in the related collection account or distributed as provided in the related prospectus supplement.

The trust accounts will be maintained as Eligible Deposit Accounts, which satisfy certain requirements of the Rating Agencies.

Servicing Procedures

The Servicer will make reasonable efforts to collect all payments due with respect to the receivables held by each trust and will, consistent with the related sale and servicing agreement, follow such collection procedures as it follows with respect to comparable motor vehicle retail installment sale contracts or installment loans that it services for itself or others. The Servicer may, consistent with its normal procedures, defer a payment on a receivable or otherwise modify the payment schedule of a receivable. The Servicer may be obligated to purchase a receivable if, among other things, it extends the date for final payment by the obligor of such receivable beyond the date set forth in the related prospectus supplement or, if set forth in the prospectus supplement, it changes the contract rate of interest or the total amount or number of scheduled payments of such receivable. If the Servicer determines that eventual payment in full of a receivable is unlikely, the Servicer will follow its normal practices and procedures to realize upon the receivable, including the repossession and disposition of the related Financed Vehicle at a public or private sale or the taking of any other action permitted by applicable law.

Collections

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

• CarMax Business Services is the Servicer;

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

• each other condition to making deposits less frequently than daily as may be specified by the Rating Agencies or set forth in the related prospectus supplement is satisfied.

To the extent set forth in the related prospectus supplement, the Servicer may, in order to satisfy the requirements described above, obtain a letter of credit or other security for the benefit of the related trust to secure timely remittances of amounts received on or in respect of the receivables. If the Servicer is permitted to

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deposit amounts received on or in respect of the receivables on a monthly basis, it may invest such amounts at its own risk and for its own benefit pending deposit into the collection account and need not segregate such amounts from its own funds. If the Servicer were unable to remit such funds to the collection account, noteholders might incur a loss.

All amounts received on or in respect of a receivable during any Collection Period will be applied first to any outstanding advances made by the Servicer with respect to such receivable and then to the scheduled payment.

Simple Interest Advances

If so provided in the related prospectus supplement, the Servicer may, on the Business Day preceding any Distribution Date, make a Simple Interest Advance with respect to the preceding Collection Period to the extent that the Servicer determines that such advance will be recoverable from subsequent collections or recoveries on the related receivables or on other Simple Interest Receivables in the related trust or from any other source of funds identified in such prospectus supplement. If the Simple Interest Advance with respect to any Collection Period is a negative amount, that amount will be paid to the Servicer in reimbursement of outstanding Simple Interest Advances. In addition, if a Simple Interest Receivable becomes a Defaulted Receivable, the amount of accrued and unpaid interest owing on that receivable, but not including interest for the Collection Period, shall be withdrawn from the collection account and paid to the Servicer in reimbursement of outstanding Simple Interest Advances in the priority set forth in the related prospectus supplement. No advances of principal will be made with respect to Simple Interest Receivables. The Servicer will deposit all Simple Interest Advances into the related collection account on the Business Day preceding the Distribution Date following the Collection Period during which the related interest payment was due.

Servicing Compensation and Expenses

The Servicer will be entitled to receive a servicing fee for each Collection Period in an amount equal to a specified percentage per annum of the outstanding principal balance of the related receivables as of the first day of that Collection Period. The servicing fee percentage applicable to each trust will be specified in the related prospectus supplement. If so specified in the prospectus supplement with respect to any trust, the Servicer also may be entitled to receive as a supplemental servicing fee for each Collection Period any late, prepayment and other administrative fees and expenses collected during that Collection Period and, if so specified in the related prospectus supplement, the net investment earnings on funds deposited in the trust accounts and other accounts with respect to the trust. The Servicer will be paid the servicing fee and the supplemental servicing fee for each Collection Period on the Distribution Date following that Collection Period.

The servicing fee and the supplemental servicing fee are intended to compensate the Servicer for performing the functions of a third party servicer of the receivables as an agent for the related trust, including collecting and posting all payments, responding to inquiries of obligors on the receivables, investigating delinquencies, sending payment coupons to obligors, reporting federal income tax information to obligors, paying costs of collections and policing the collateral. The fees will also compensate the Servicer for administering the receivables, including making advances, accounting for collections, furnishing monthly and annual statements to the related owner trustee and indenture trustee with respect to distributions and generating federal income tax information for the related trust. The fees, if any, also will reimburse the Servicer for certain taxes, the fees of the related owner trustee and indenture trustee, if any, accounting fees, outside auditor fees, data processing costs and other costs incurred in connection with administering the receivables.

Distributions

All distributions of principal and interest, or, where applicable, of principal or interest only, on each class of notes entitled thereto will be made by the related indenture trustee to the related noteholders beginning on the Distribution Date specified in the related prospectus supplement. The timing, calculation, allocation, order,

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source, priorities of and requirements for all payments to each class of noteholders of each trust will be set forth in the related prospectus supplement. On or prior to the Business Day before each Distribution Date, the Servicer will determine the amount in the collection account available to make distributions to noteholders on such Distribution Date and will direct the indenture trustee to make such distributions as described in the related prospectus supplement.

Credit and Cash Flow Enhancement

The amounts and types of credit or cash flow enhancement, if any, and the provider thereof, if applicable, for any class of notes will be described in the related prospectus supplement. If and to the extent provided in the related prospectus supplement, credit or cash flow enhancement may include the following:

• structural features such as subordination where one or more junior classes of notes absorb losses before more senior classes and “turbo” payments where interest as well as principal collections on the receivables are used to repay a class or classes of notes and no amounts are paid to the holders of the certificates until such class or classes are paid;

• one or more reserve accounts or other cash deposits available to cover servicing fees, interest payments on the notes and certain payments of principal of the notes if collections on the receivables are insufficient;

• overcollateralization, which is the amount by which the principal balance of the receivables exceeds the principal amount of the notes;

• excess interest collections on the receivables available to cover servicing fees, interest payments on the notes and certain payments of principal of the notes;

• third party payments, guarantees, surety bonds, insurance policies, liquidity facilities, letters of credit or loan agreements that pay amounts specified in the prospectus supplement if other assets of the trust are insufficient to make required payments or if assets of the trust are unavailable, such as collections held by the Servicer at the time of a bankruptcy proceeding;

• guaranteed investment contracts or guaranteed rate agreements under which, in exchange for either a fixed one-time payment or a series of periodic payments, the trust receives specified payments from a counterparty either in fixed amounts or in amounts sufficient to achieve the returns specified in the agreement and described in the prospectus supplement;

• yield supplement discount arrangements for low interest rate receivables where the payments due under certain of these receivables are discounted both at the applicable contract rate and at a higher rate and the aggregate difference of the discounted payments in each Collection Period is subtracted from the pool balance in order to increase the amount of principal required to be paid on each Distribution Date;

• interest rate swaps where the trust makes fixed payments on a monthly basis to a swap counterparty and receives a floating payment based on an index of interest rates for debt specified in the prospectus supplement and interest rate caps where the trust makes a fixed one-time payment to a cap counterparty and receives a payment on a monthly basis to the extent that an index of interest rates for debt specified in the prospectus supplement exceeds a stated, or capped, amount; or

• any combination of two or more of the foregoing.

If specified in the related prospectus supplement, credit or cash flow enhancement for a class of notes may cover one or more other classes of notes of the same series.

The credit or cash flow enhancement for any class of notes is intended to enhance the likelihood of receipt by the noteholders of that class of the full amount of principal and interest due on the notes and to decrease the likelihood that the noteholders will experience losses. The credit or cash flow enhancement for a

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class of notes may not provide protection against all risks of loss and may not guarantee repayment of the entire principal amount and interest due on the notes. If losses occur which exceed the amount covered by any credit enhancement or which are not covered by any credit enhancement, noteholders will bear their allocable share of deficiencies as described in the related prospectus supplement. If so provided in the related prospectus supplement, the Seller may replace the credit or cash flow enhancement for any class of notes with another form of credit or cash flow enhancement without the consent of the related noteholders, provided the Rating Agencies confirm in writing that such substitution will not result in the reduction or withdrawal of the rating of any class of notes of the related trust.

Reserve Accounts.    If so provided in the related prospectus supplement, a reserve account will be funded by an initial deposit by the Seller on the Closing Date in the amount set forth in the related prospectus supplement and, if the related trust has a Funding Period, will also be funded on each Subsequent Transfer Date to the extent described in the related prospectus supplement. As further described in the related prospectus supplement, the amount on deposit in this reserve account will be increased on each Distribution Date thereafter up to the specified reserve fund balance by the deposit of certain excess interest collections in respect of the receivables collected during the related Collection Period remaining after noteholders have been paid amounts owed to them and after the Servicer has been reimbursed for any outstanding advances and paid all applicable servicing compensation with respect to that Collection Period. The Servicer, however, will account to the indenture trustee and the noteholders with respect to each trust as if all deposits, distributions and transfers were made individually. The related prospectus supplement may specify one or more additional reserve accounts from which one or more classes of notes may benefit.

Evidence as to Compliance

Each sale and servicing agreement will provide that a firm of independent certified public accountants will furnish to the related owner trustee and the related indenture trustee an annual statement attesting to the Servicer’s assessment of its compliance with certain minimum servicing criteria during the preceding 12 months (or, in the case of the first certificate, from the related Closing Date), including criteria regarding cash collection and administration. There will be no other independent verification of the deposits to or withdrawals from the collection account or other trust accounts for any trust.

Each sale and servicing agreement will provide for delivery to the related owner trustee and the related indenture trustee substantially simultaneously with the delivery of the accountants’ statement referred to above, of a certificate signed by an officer of the Servicer stating that the Servicer has fulfilled its obligations under that agreement throughout the preceding 12 months (or, in the case of the first certificate, from the related Closing Date) or, if there has been a default in the fulfillment of any such obligation in any material respect, describing each default.

Copies of these statements and certificates may be obtained by noteholders by a request in writing addressed to the indenture trustee.

Certain Matters Regarding the Servicer

Each sale and servicing agreement will provide that the Servicer may not resign from its obligations and duties as Servicer thereunder except:

• upon a determination that the Servicer’s performance of its duties is no longer permissible under applicable law; or

• upon the appointment of a successor servicer and upon each Rating Agency then rating any of the related notes confirming that the rating then assigned to each class of notes will not be reduced or withdrawn by that Rating Agency as a result of that resignation and appointment or, within 10 business days of receiving notice of that resignation and appointment, not providing notice that the rating then assigned to any class of notes will be reduced or withdrawn by that Rating Agency as a result of that resignation and appointment.

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No resignation will become effective until the related indenture trustee or a successor servicer has assumed the servicing obligations and duties under the sale and servicing agreement. The Servicer will also have the right to delegate any of its duties under those agreements to a third party without the consent of any noteholder or the confirmation of any rating assigned to the notes. The Servicer will, however, remain responsible and liable for its duties under those agreements as if it had made no delegations.

Each sale and servicing agreement will provide that neither the Servicer nor any of its directors, officers, employees or agents will be under any liability to the related trust or the related noteholders for taking any action or for refraining from taking any action thereunder or for errors in judgment; provided, however, that neither the Servicer nor any other person will be protected against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence (other than errors in judgment) in the performance of the Servicer’s duties thereunder or by reason of reckless disregard of its obligations and duties thereunder.

Each sale and servicing agreement will provide that the Servicer is under no obligation to appear in, prosecute or defend any legal action that is not incidental to its duties to service the related receivables and that, in its opinion, may cause it to incur any expense or liability. The Servicer may, however, undertake any reasonable action that it may deem necessary or desirable in respect of any sale and servicing agreement and the rights and duties of the parties thereto and the interests of the related noteholders thereunder. In that event, the legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs, and liabilities of the Servicer.

Each sale and servicing agreement will provide, under the circumstances specified therein, that any entity into which the Servicer may be merged or consolidated, or any entity resulting from any merger or consolidation to which the Servicer is a party, or any entity succeeding to the business of the Servicer, which entity in each of the foregoing cases assumes the obligations of the Servicer, will be the successor to the Servicer under the sale and servicing agreement.

Events of Servicing Termination

The following events will constitute “Events of Servicing Termination” under each sale and servicing agreement:

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

• the Servicer shall fail to deliver to the indenture trustee, the owner trustee, the backup servicer, the Seller, each paying agent and each Rating Agency the monthly report relating to the payment of amounts due to noteholders and that failure shall continue unremedied beyond the earlier of three Business Days following the date that report was due and the Business Day preceding the related Distribution Date;

• the Servicer shall fail to observe or perform in any material respect any other covenant or agreement in the sale and servicing agreement that materially and adversely affects the rights of the Seller or the noteholders and that failure shall continue unremedied for 60 days after written notice of that failure shall have been given to the Servicer by the Seller, the backup servicer, the owner trustee or the indenture trustee, or to the Seller, CarMax Business Services, the Servicer, the backup servicer, the owner trustee and the indenture trustee, by the holders of notes evidencing not less than 25% of the aggregate principal amount of the Controlling Class;

• any representation or warranty of the Servicer made in the sale and servicing agreement or in any certificate delivered pursuant thereto or in connection therewith, other than any representation or warranty relating to a receivable that has been purchased by the Servicer, shall prove to have been incorrect in any material respect as of the time when made and that breach shall continue

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unremedied for 30 days after written notice of that breach shall have been given to the Servicer by the Seller, the backup servicer, the owner trustee or the indenture trustee, or to the Seller, CarMax Business Services, the Servicer, the backup servicer, the owner trustee and the indenture trustee by the holders of notes evidencing not less than 25% of the aggregate principal amount of the Controlling Class;

• the occurrence of certain events of bankruptcy, insolvency, receivership or liquidation of the Servicer or its property as specified in the sale and servicing agreement; and

• any other events set forth in the related prospectus supplement.

Rights Upon Event of Servicing Termination

If an Event of Servicing Termination shall have occurred and be continuing under a sale and servicing agreement, the indenture trustee or the holders of notes evidencing not less than 51% of the aggregate principal amount of the Controlling Class may terminate all of the rights and obligations of the Servicer under the sale and servicing agreement. If the rights and obligations of the Servicer under the sale and servicing agreement have been terminated and there is a backup servicer, the backup servicer will succeed to all of the responsibilities, duties and liabilities of the Servicer under the sale and servicing agreement, except as expressly set forth in the sale and servicing agreement, and will be entitled to similar compensation arrangements. If the rights and obligations of the Servicer under the sale and servicing agreement have been terminated and there is no backup servicer, the indenture trustee or a successor Servicer appointed by the indenture trustee will succeed to all of the responsibilities, duties and liabilities of the Servicer under the sale and servicing agreement and will be entitled to similar compensation arrangements. If, however, a bankruptcy trustee or similar official has been appointed for the Servicer, and no Event of Servicing Termination other than that appointment has occurred and is continuing, that trustee or similar official may have the power to prevent a transfer of servicing. If the indenture trustee is unwilling or unable to act as successor Servicer, it may appoint, or petition a court of competent jurisdiction to appoint, a successor Servicer with a net worth of not less than $50,000,000 and whose regular business includes the servicing of motor vehicle retail installment sale contracts or installment loans. The indenture trustee may arrange for compensation to be paid to the successor Servicer, which may not be greater than the servicing compensation paid to the Servicer under the sale and servicing agreement without the prior written consent of the holders of notes evidencing not less than 51% of the aggregate principal amount of the Controlling Class. The predecessor Servicer will be obligated to pay the costs and expenses associated with the transfer of servicing to the successor Servicer. Such amounts, if not paid by the predecessor Servicer, will be paid out of collections on the receivables.

Waiver of Past Events of Servicing Termination

The holders of notes evidencing not less than 51% of the aggregate principal amount of the Controlling Class may, on behalf of all noteholders, waive any Event of Servicing Termination and its consequences, except a default in making any required deposits to or payments from the collection account, the note payment account, the certificate payment account or the reserve account in accordance with the sale and servicing agreement. No waiver of a default by the Servicer in the performance of its obligations under the sale and servicing agreement will impair the rights of the noteholders with respect to any subsequent or other Event of Servicing Termination.

Amendment

Each sale and servicing agreement may be amended from time to time by the parties thereto with the consent of the indenture trustee, but without the consent of the noteholders, to cure any ambiguity, to correct or supplement any provision in the sale and servicing agreement that may be inconsistent with any other provision in the sale and servicing agreement or in this prospectus or the related prospectus supplement or to add, change or eliminate any other provisions with respect to matters or questions arising under the sale and servicing agreement that are not inconsistent with the provisions of the sale and servicing agreement; provided, however,

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that no such amendment may materially adversely affect the interests of any noteholder. An amendment will be deemed not to materially adversely affect the interests of any noteholder if:

• the person requesting the amendment obtains and delivers to the owner trustee and the indenture trustee an opinion of counsel to that effect; or

• each Rating Agency confirms that the amendment would not result in a downgrading or withdrawal of its rating then assigned to any class of notes or, within 10 business days of receiving notice of the amendment, does not provide notice that the amendment will result in a downgrading or withdrawal of its rating then assigned to any class of notes.

Each sale and servicing agreement may also be amended from time to time by the parties thereto with the consent of the indenture trustee and the consent of the holders of notes evidencing at least 66 ²/3% of the aggregate principal amount of the Controlling Class, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the sale and servicing agreement, or of modifying in any manner the rights of the noteholders; provided, however, that no such amendment may:

• increase or reduce in any manner the amount of, or accelerate or delay the timing of, or change the allocation or priority of, collections of payments on or in respect of the receivables or distributions that are required to be made for the benefit of the noteholders, or change the interest rate applicable to any class of notes or the required reserve account amount, without the consent of all noteholders adversely affected by the amendment; or

• reduce the percentage of the aggregate principal amount of the Controlling Class the consent of the holders of which is required for any amendment to the sale and servicing agreement without the consent of all noteholders adversely affected by the amendment.

No amendment to the sale and servicing agreement will be permitted unless an opinion of counsel as to various tax matters is delivered to the indenture trustee.

Termination

The obligations of the Servicer, the backup servicer, if any, the Seller and the owner trustee under each sale and servicing agreement will terminate upon the earlier of the maturity or other liquidation of the last related receivable and the disposition of any amounts received upon liquidation of any remaining receivables and the payment to the noteholders of the related trust of all amounts required to be paid to them under the indenture.

If so provided in the related prospectus supplement, in order to avoid excessive administrative expense, the Servicer will be permitted, at its option, to purchase the receivables held by any trust on any Distribution Date following the last day of a Collection Period as of which the aggregate principal balance of such receivables is 10% or less of the aggregate principal balance of the receivables held by such trust as of the related Cutoff Date or under such other circumstances as may be specified in such prospectus supplement. The purchase price for the receivables will equal the aggregate of the related Purchase Amounts as of the end of the preceding Collection Period, after giving effect to the application of any monies collected on the receivables. The purchase price for the receivables will not be less than the outstanding principal balance of the notes plus accrued and unpaid interest thereon.

If so provided in the related prospectus supplement, the indenture trustee will, within ten days following the first Distribution Date as of which the aggregate principal balance of the receivables held by the related trust is equal to or less than a percentage specified in such prospectus supplement of the aggregate principal balance of the receivables held by such trust as of the related Cutoff Date, solicit bids for the purchase of the receivables remaining in the trust in the manner and subject to the terms and conditions set forth in such prospectus supplement. If the indenture trustee receives satisfactory bids as described in the prospectus supplement, then the receivables remaining in the trust will be sold to the highest bidder.

Any outstanding notes of the related trust will be paid in full concurrently with either of the events specified above.

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DESCRIPTION OF THE INDENTURE

Each trust will issue one or more classes of notes under the terms of an indenture between the trust and the related indenture trustee. A form of indenture has been filed as an exhibit to the registration statement which includes this prospectus. This summary describes the material provisions of the indenture common to the notes of each trust. The related prospectus supplement will give you additional information on any material provisions specific to the notes which you are purchasing. This summary does not purport to be complete and is subject to, and is qualified in its entirety by reference to, all the provisions of the notes and the indenture.

Events of Default

The following events will constitute “Events of Default” under each indenture:

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

• a default in the payment of principal of any note on the related final scheduled Distribution Date;

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

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

• certain events of bankruptcy, insolvency, receivership or liquidation of the applicable trust or its property as specified in the indenture; and

• any other events set forth in the related prospectus supplement.

The amount of principal due and payable on a class of notes on any Distribution Date prior to the related final scheduled Distribution Date generally will be limited to amounts available to pay principal. Therefore, the failure to pay principal on a class of notes generally will not result in the occurrence of an Event of Default until the final scheduled Distribution Date for that class of notes.

Rights Upon Event of Default

If an Event of Default shall have occurred and be continuing, the indenture trustee or the holders of notes evidencing not less than 51% of the aggregate principal amount of the Controlling Class may, upon prior written notice to each Rating Agency and the administrator, declare the notes immediately due and payable by written notice to the trust (and to the indenture trustee if given by the holder of notes), CarMax Funding and the Servicer. Any declaration of acceleration by the indenture trustee or the holders of notes may be rescinded by the holders of notes evidencing not less than 51% of the aggregate principal amount of the Controlling Class at any time before a judgment or decree for payment of the amount due has been obtained by the indenture trustee if the trust has deposited with the indenture trustee an amount sufficient to pay all principal of and interest on the notes and all other amounts then due as if the Event of Default giving rise to the declaration of acceleration had not occurred and all Events of Default, other than the nonpayment of principal of the notes that has become due solely as a result of the acceleration, have been cured or waived.

If the notes have been declared immediately due and payable by the indenture trustee or the holders of notes following an Event of Default, the indenture trustee may, and at the direction of the holders of notes

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evidencing not less than 51% of the aggregate principal amount of the Controlling Class shall, institute proceedings to collect amounts due, exercise remedies as a secured party, including foreclosure or sale of the property of the trust, or elect to maintain the property of the trust and continue to apply proceeds from the property of the trust as if there had been no declaration of acceleration. The indenture trustee may not, however, sell the property of the trust following an Event of Default, other than a default for five or more Business Days in the payment of interest on the notes of the Controlling Class or a default in the payment of any required principal payment on the notes, unless:

• the holders of all the outstanding notes consent to the sale, excluding notes held by the Seller, CarMax Business Services or any of their respective affiliates;

• the proceeds of the sale will be sufficient to pay in full the principal of and interest on the outstanding notes; or

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

The indenture trustee may, but need not, obtain and rely upon an opinion of an independent accountant or investment banking firm as to the sufficiency of the property of the trust to pay principal of and interest on the notes on an ongoing basis. Any money received as a result of the sale of trust property will first be applied to pay any fees and expenses due to the indenture trustee.

If the property of the trust is sold following an Event of Default and the proceeds of that sale are not sufficient to pay in full the principal amount of and all accrued but unpaid interest on the notes, the indenture trustee will withdraw available amounts from any reserve account in respect of that shortfall.

If a trust issues a class of notes that is subordinated to one or more other classes of notes and an Event of Default shall have occurred and be continuing, the related indenture trustee may be deemed to have a conflict of interest under the Trust Indenture Act of 1939 and a successor trustee may be appointed for one or more of such classes of notes. If any amounts remain unpaid with respect to the then most senior class of notes outstanding, only the trustee for that class of notes will have the right to exercise remedies under the indenture (but the other classes of notes will be entitled to their respective shares of any proceeds of enforcement, subject to their subordination to each more senior class of notes as described herein), and only the noteholders from the then most senior class of notes outstanding will have the right to direct or consent to any action to be taken, including sale of the trust property, until that particular class of notes is paid in full. Upon repayment in full of the most senior class of notes outstanding, all rights to exercise remedies under the indenture will transfer to the trustee for the then most senior class of notes outstanding, and for so long as any amounts remain unpaid with respect to that class of notes, only the trustee for that class of notes will have the right to exercise remedies under the indenture.

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

No holder of a note of any trust will have the right to institute any proceeding with respect to the related indenture, unless:

• the holder previously has given to the indenture trustee written notice of a continuing Event of Default;

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

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

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

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

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

The indenture trustee and the holders of notes, by accepting the notes, will covenant that they will not at any time institute against the related trust or the Seller any bankruptcy, reorganization or other proceeding under any federal or state bankruptcy or similar law.

With respect to any trust, neither the related indenture trustee nor the related owner trustee in its individual capacity, nor any holder of a certificate, if any, representing an ownership interest in the trust nor any of their respective owners, beneficiaries, agents, officers, directors, employees, affiliates, successors or assigns will be personally liable for the payment of the principal of or interest on the related notes or for the agreements of the trust contained in the related indenture.

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

Waiver of Past Defaults

Prior to acceleration of the maturity of the notes, the holders of notes evidencing not less than 51% of the aggregate principal amount of the Controlling Class may waive any past default or Event of Default, other than a default in payment of principal of or interest on the notes or in respect of any covenant or other provision in the related indenture that cannot be amended, supplemented or modified without the unanimous consent of the noteholders. No such waiver will impair the rights of holders of notes with respect to any subsequent default or Event of Default.

Covenants

Each trust will be subject to the covenants described below, as provided in the related indenture.

• Restrictions on Merger and Consolidation.    Each trust may not consolidate with or merge into any other entity, unless:

• the entity formed by or surviving the consolidation or merger is organized and existing under the laws of the United States, any state of the United States or the District of Columbia;

• the entity formed by or surviving the consolidation or merger expressly assumes the trust’s obligation to make due and punctual payments of principal of and interest on the related notes and to perform or observe every agreement and covenant of the trust under the indenture;

• no event that is, or with notice or lapse of time or both would become, an Event of Default shall have occurred and be continuing immediately after the consolidation or merger;

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• the trust has been advised that the ratings of the notes of the trust then in effect would not be reduced or withdrawn by any Rating Agency as a result of the consolidation or merger;

• the trust has received an opinion of counsel to the effect that the consolidation or merger would have no material adverse tax consequence to the trust or to any related noteholder or certificateholder, if any;

• any action that is necessary to maintain the lien and security interest created by the related indenture shall have been taken; and

• the indenture trustee and the Seller have received an opinion of counsel and an officer’s certificate each stating that the consolidation or merger satisfies all requirements under the related indenture.

• Other Negative Covenants.    Each trust will not, among other things:

• except as expressly permitted by the documents relating to the trust, sell, transfer, exchange or otherwise dispose of any of its properties or assets;

• claim any credit on or make any deduction from the principal and interest payable in respect of the related notes, other than amounts properly withheld under the Internal Revenue Code or applicable state law, or assert any claim against any present or former noteholder because of the payment of taxes levied or assessed upon the trust;

• dissolve or liquidate in whole or in part;

• permit the lien of the related indenture to be subordinated or otherwise impaired;

• permit the validity or effectiveness of the related indenture to be impaired or permit any person to be released from any covenants or obligations with respect to the notes under the indenture except as may be expressly permitted thereby;

• permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance to be created on or extend to or otherwise arise upon or burden the assets of the trust or any part thereof, or any interest therein or the proceeds thereof, except for tax, mechanics’ or certain other liens and except as may be created by the terms of the related indenture; or

• permit the lien of the related indenture not to constitute a valid and perfected first priority security interest in the assets of the trust, other than with respect to tax, mechanics’ or certain other liens.

No trust may engage in any activity other than as described in the related prospectus supplement. No trust will incur, assume or guarantee any indebtedness other than indebtedness incurred under the related notes and indenture and as a result of any advances made to it by the Servicer or otherwise in accordance with the related sale and servicing agreement or other documents relating to the trust.

List of Noteholders

Any three or more holders of the notes of any trust may, by written request to the related indenture trustee accompanied by a copy of the communication that the requesting noteholders propose to send, obtain access to the list of all noteholders maintained by the indenture trustee for the purpose of communicating with other noteholders with respect to their rights under the related indenture or under such notes. The indenture trustee may elect not to afford the requesting noteholders access to the list of noteholders if it agrees to mail the desired communication or proxy, on behalf of and at the expense of the requesting noteholders, to all noteholders of the trust.

Annual Compliance Statement

Each trust will be required to file annually with the related indenture trustee a written statement as to the fulfillment of its obligations under the indenture.

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Indenture Trustee’s Annual Report

If required by the Trust Indenture Act of 1939, the indenture trustee for each trust will be required to mail each year to all related noteholders a brief report relating to its eligibility and qualification to continue as indenture trustee under the related indenture, any amounts advanced by it under the indenture, the amount, interest rate and maturity date of certain indebtedness owing by the trust to the indenture trustee in its individual capacity, the property and funds physically held by the indenture trustee as such and any action taken by the indenture trustee that materially affects the related notes and that has not been previously reported.

Satisfaction and Discharge of Indenture

An indenture will be discharged with respect to the collateral securing the related notes upon the delivery to the related indenture trustee for cancellation of all such notes or, with certain limitations, upon deposit with the indenture trustee of funds sufficient for the payment in full of all such notes.

Modification of Indenture

Each trust and the related indenture trustee may, without the consent of the related noteholders, with prior written notice to each Rating Agency and the administrator, enter into one or more supplemental indentures for the purpose of, among other things, adding to the covenants of the trust for the benefit of the noteholders, curing any ambiguity, correcting or supplementing any provision of the related indenture which may be inconsistent with any other provision of the indenture, this prospectus or the related prospectus supplement or adding any provisions to or changing in any manner or eliminating any of the provisions of the indenture which will not be inconsistent with other provisions of the indenture; provided, however, that no such supplemental indenture may materially adversely affect the interests of any noteholder.

Each trust and the related indenture trustee may, with the consent of the holders of notes evidencing not less than 51% of the aggregate principal amount of the Controlling Class and with prior written notice to each Rating Agency and the administrator, enter into one or more supplemental indentures for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the related indenture or modifying in any manner the rights of the noteholders under the indenture; provided, however, that no such supplemental indenture may, without the consent of all noteholders affected by such supplemental indenture:

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

• impair the right to institute suit for the enforcement of provisions of the related indenture regarding certain payments;

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

• modify or alter the provisions of the related indenture regarding the voting of notes held by the related trust, any other obligor on the notes, the Seller, the Servicer or an affiliate of any of them or modify or alter the definition of Note Balance or the definition of Controlling Class;

• reduce the percentage of the aggregate principal amount of the Controlling Class or of the notes the consent of the holders of which is required to direct the related indenture trustee to sell or liquidate the property of the trust after an Event of Default if the proceeds of the sale or liquidation would be insufficient to pay in full the principal amount of and accrued but unpaid interest on the outstanding notes;

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

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

• affect the rights of the noteholders to the benefit of any provisions for the mandatory redemption of the notes provided in the related indenture; or

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

A supplemental indenture will be deemed not to materially adversely affect the interests of any noteholder if:

• the person requesting the supplemental indenture obtains and delivers to the related indenture trustee an opinion of counsel to that effect; or

• each Rating Agency confirms that the supplemental indenture would not result in a downgrading or withdrawal of its rating then assigned to any class of notes or, within 10 business days of receiving notice of the supplemental indenture, does not provide notice that the supplemental indenture will result in a downgrading or withdrawal of its rating then assigned to any class of notes.

No supplemental indenture will be permitted unless an opinion of counsel is delivered to the indenture trustee to the effect that the supplemental indenture will not materially adversely affect the taxation of any note or any holder of notes, or adversely affect the tax status of the related trust.

The Indenture Trustee

The indenture trustee for each series of notes will be specified in the related prospectus supplement.

Duties of the Indenture Trustee.    Except upon the occurrence and during the continuation of an Event of Default, the indenture trustee:

• will perform those duties and only those duties that are specifically set forth in the related indenture;

• may, in the absence of bad faith, rely on certificates or opinions furnished to the indenture trustee which conform to the requirements of the indenture as to the truth of the statements and the correctness of the opinions expressed in those certificates or opinions; and

• will examine any certificates and opinions which are specifically required to be furnished to the indenture trustee under the indenture to determine whether or not they conform to the requirements of the indenture.

If an Event of Default shall have occurred and be continuing, the indenture trustee will be required to exercise the rights and powers vested in it by the related indenture and to use the same degree of care and skill in the exercise of those rights and powers as a prudent person would exercise or use under the circumstances in the conduct of that person’s own affairs.

Compensation; Indemnification.    The administrator of each trust will pay to the indenture trustee from time to time reasonable compensation for its services, reimburse the indenture trustee for all expenses, advances and disbursements reasonably incurred or made by it, including expenses associated with the appointment of a successor indenture trustee, and indemnify the indenture trustee for, and hold it harmless against, any and all

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losses, liabilities or expenses, including reasonable attorneys’ fees, incurred by it in connection with the administration of the trust and the performance of its duties under the related indenture; provided, however, that the administrator will not indemnify the indenture trustee for, or hold it harmless against, any loss, liability or expense incurred by it through its own willful misconduct, negligence or bad faith. The indenture trustee will not be liable:

• for any error of judgment made by it in good faith unless it is proved that it was negligent in ascertaining the pertinent facts;

• for any action it takes or omits to take in good faith in accordance with directions received by it from the noteholders in accordance with the terms of the related indenture; or

• for interest on any money received by it except as it and the trust may agree in writing.

The indenture trustee will not be deemed to have knowledge of any Event of Default unless a responsible officer of the indenture trustee has actual knowledge of the default or has received written notice of the default in accordance with the related indenture.

Replacement of Indenture Trustee

The indenture trustee may resign at any time by notifying the trust, the administrator, the Seller and the noteholders. Additionally, if a trust issues a class of notes that is subordinated to one or more other classes of notes and an Event of Default occurs under the related indenture, the indenture trustee may be deemed to have a conflict of interest under the Trust Indenture Act of 1939 and may be required to resign as trustee for one or more of such classes. In any such case, the indenture will provide for the appointment of a successor indenture trustee for such classes.

The holders of notes evidencing not less than 51% of the aggregate principal amount of the Controlling Class may remove the indenture trustee without cause and, following that removal, may appoint a successor indenture trustee. The trust will be required to remove the indenture trustee if:

• the indenture trustee ceases to be eligible to continue as the indenture trustee under the related indenture;

• the indenture trustee is adjudged to be bankrupt or insolvent;

• a receiver or other public officer takes charge of the indenture trustee or its property; or

• the indenture trustee otherwise becomes incapable of acting.

Upon the resignation or removal of the indenture trustee, or the failure of the noteholders to appoint a successor indenture trustee following the removal of the indenture trustee without cause, the administrator will be required promptly to appoint a successor indenture trustee under the indenture. Any resignation or removal of the indenture trustee and appointment of a successor indenture trustee will not become effective until acceptance of such appointment by the successor indenture trustee.

DESCRIPTION OF THE ADMINISTRATION AGREEMENT

CarMax Business Services will enter into an administration agreement with each trust and the related indenture trustee under which it will agree, to the extent provided in the administration agreement, to provide the notices and to perform other obligations of the trust required by the related indenture, sale and servicing agreement and trust agreement. The administrator will be entitled to a monthly administration fee as compensation for the performance of its obligations under the administration agreement and as reimbursement for its expenses related thereto, which fee will be paid by the Servicer. The obligations of CarMax Business Services under each administration agreement will terminate upon dissolution of the related trust.

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MATERIAL LEGAL ISSUES RELATING TO THE RECEIVABLES

Security Interests in the Receivables

The receivables are “chattel paper” as defined in the UCC. Under the UCC, for most purposes, a sale of chattel paper is treated in a manner similar to a transaction creating a security interest in chattel paper. CarMax Business Services and the Seller will cause financing statements to be filed with the appropriate governmental authorities to perfect the interest of the Seller and the trust in the related receivables. The Servicer will hold the receivables transferred to each trust, either directly or through subservicers, as custodian for the related indenture trustee and the trust. The Seller will take all action that is required to perfect the rights of the indenture trustee and the trust in the receivables. However, the receivables will not be stamped, or otherwise marked, to indicate that they have been sold to the trust. If, through inadvertence or otherwise, another party purchases or takes a security interest in the receivables for new value in the ordinary course of business and takes possession of the receivables without actual knowledge of the trust’s interest, the purchaser or secured party will acquire an interest in the receivables superior to the interest of the trust. The Seller and the Servicer will be obligated to take those actions which are necessary to protect and perfect the trust’s interest in the receivables and their proceeds.

Security Interests in the Financed Vehicles

The receivables evidence the credit sale of motor vehicles by an affiliate of CarMax Business Services to obligors or a direct loan by an affiliate of CarMax Business Services to obligors to finance the purchase of motor vehicles. The receivables also constitute personal property security agreements and include grants of security interests in the related vehicles under the UCC. Perfection of security interests in motor vehicles is generally governed by state certificate of title statutes or by the motor vehicle registration laws of the state in which each vehicle is located. In most states, a security interest in a motor vehicle is perfected by notation of the secured party’s lien on the vehicle’s certificate of title.

CarMax Business Services will be obligated to have taken all actions necessary under the laws of the state in which a Financed Vehicle is located to perfect the security interest in the Financed Vehicle, including, where applicable, by having a notation of the lien recorded on the Financed Vehicle’s certificate of title or, if appropriate, by perfecting the security interest in the Financed Vehicle under the UCC. Because the Servicer will continue to service the receivables, the obligors on the receivables will not be notified of the sales from CarMax Business Services to the Seller or from the Seller to the trust, and no action will be taken to record the transfer of the security interest from CarMax Business Services to the Seller or from the Seller to the trust by amendment of the certificates of title for the Financed Vehicles or otherwise.

Each receivables purchase agreement will provide that CarMax Business Services will assign to the Seller its interests in the Financed Vehicles securing the related receivables. Each sale and servicing agreement will provide that the Seller will assign its interests in the Financed Vehicles securing the related receivables to the trust. However, because of the administrative burden and expense, none of CarMax Business Services, the Seller, the Servicer or the related indenture trustee will amend any certificate of title to identify either the Seller or the trust as the new secured party on the certificate of title relating to a Financed Vehicle nor will any entity execute and file any transfer instrument. In addition, the Servicer or the custodian will continue to hold any certificates of title relating to the Financed Vehicles in its possession as custodian for the indenture trustee in accordance with the sale and servicing agreement.

In most states, the assignments under the receivables purchase agreement and the sale and servicing agreement will be effective to convey the security interest of CarMax Business Services in a Financed Vehicle without amendment of any lien noted on a vehicle’s certificate of title or re-registration of the vehicle, and the trust will succeed to CarMax Business Services’s rights as secured party upon the transfer from the Seller. However, in those states in which re-registration of a Financed Vehicle is not necessary to convey a perfected security interest in the Financed Vehicle to the trust, the trust’s security interest could be defeated through fraud

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or negligence because the trust will not be listed as legal owner on the related certificate of title. Moreover, in other states, in the absence of an amendment and re-registration, a perfected security interest in the Financed Vehicles may not have been effectively conveyed to the trust. In most of those other states, however, in the absence of fraud, forgery or administrative error by state recording officials, the notation of CarMax Business Services or its affiliate as lienholder on the certificate of title will be sufficient to protect the trust against the rights of subsequent purchasers of a Financed Vehicle or subsequent creditors who take a security interest in a Financed Vehicle. UCC financing statements with respect to the transfer of CarMax Business Services’s security interest in the Financed Vehicles to the Seller and with respect to the transfer of the Seller’s security interest in the Financed Vehicles to the trust will be filed.

If CarMax Business Services failed to obtain a first priority perfected security interest in a Financed Vehicle, its security interest and, therefore, that of the trust would be subordinate to, among others, subsequent purchasers of that Financed Vehicle or subsequent creditors who take a perfected security interest in that Financed Vehicle. CarMax Business Services will represent and warrant to the Seller in each receivables purchase agreement, and the Seller will represent and warrant to the related trust in each sale and servicing agreement, that all action necessary for CarMax Business Services to obtain a perfected security interest in each Financed Vehicle has been taken. If this representation and warranty is breached and not cured with respect to a Financed Vehicle, CarMax Business Services will be required to repurchase the related receivable from the Seller and the Seller will be required to repurchase the related receivable from the trust.

In most states, a perfected security interest in a vehicle continues for four months after the vehicle is moved to a new state from the one in which it is initially registered and thereafter until the owner re-registers the vehicle in the new state. A majority of states require surrender of the related certificate of title to re-register a vehicle. In those states that require a secured party to hold possession of the certificate of title to maintain perfection of the security interest, the secured party would learn of the re-registration through the request from the obligor under the related installment sale contract or installment loan to surrender possession of the certificate of title. In the case of vehicles registered in states providing for the notation of a lien on the certificate of title but not possession by the secured party, the secured party would receive notice of surrender from the state of re-registration if the security interest is noted on the certificate of title. Thus, the secured party would have the opportunity to re-perfect its security interest in the vehicles in the state of relocation. However, these procedural safeguards will not protect the secured party if, through fraud, forgery or administrative error, the obligor procures a new certificate of title that does not list the secured party’s lien. Additionally, in states that do not require a certificate of title for registration of a vehicle, re-registration could defeat perfection. In the ordinary course of servicing the receivables, the Servicer will take steps to effect re-perfection upon receipt of notice of re-registration or information from the obligor as to relocation. Similarly, when an obligor sells a Financed Vehicle, the Servicer must surrender possession of the certificate of title or will receive notice as a result of its lien and accordingly will have an opportunity to require satisfaction of the related receivable before release of the lien. Under each sale and servicing agreement, the Servicer will be obligated to take appropriate steps, at its own expense, to maintain perfection of the security interests in the Financed Vehicles.

In most states, liens for repairs performed on a motor vehicle and liens for unpaid taxes take priority over a perfected security interest in the vehicle. The Internal Revenue Code also grants priority to certain federal tax liens over a perfected security interest in a motor vehicle. The laws of certain states and federal law permit the confiscation of motor vehicles by governmental authorities under certain circumstances if used in unlawful activities, which may result in the loss of a secured party’s perfected security interest in a confiscated vehicle. CarMax Business Services will represent and warrant to the Seller in each receivables purchase agreement, and the Seller will represent and warrant to the related trust in each sale and servicing agreement, that, as of the related Closing Date, it has no knowledge of any liens or claims that have been filed, including liens for work, labor, materials or unpaid taxes, relating to a Financed Vehicle that are prior to, or equal or coordinate with, the security interest in such Financed Vehicle created by the related receivable. If this representation and warranty is breached and not cured with respect to a Financed Vehicle, CarMax Business Services will be required to repurchase the related receivable from the Seller and the Seller will be required to repurchase the related receivable from the trust. However, a prior or equal lien for repairs or taxes could arise at any time during the

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term of a receivable. No notice will be given to the trustees or the noteholders in the event such a lien arises, and any prior or equal lien arising after the Closing Date for a trust would not give rise to a repurchase obligation.

Enforcement of Security Interests in Vehicles

The Servicer, on behalf of each trust, may take action to enforce a security interest in a Financed Vehicle securing the related receivables by repossession and resale of the Financed Vehicle. The actual repossession may be contracted out to third party contractors. Under the UCC and laws applicable in most states, a creditor can repossess a motor vehicle securing a loan by voluntary surrender, “self-help” repossession that is “peaceful” or, in the absence of voluntary surrender and the ability to repossess without breach of the peace, by judicial process. In the event of a default by the obligor, some jurisdictions require that the obligor be notified of the default and be given a time period within which to cure the default prior to repossession. Generally, this right of cure may only be exercised on a limited number of occasions during the term of the related contract. In addition, the UCC and other state laws require the secured party to provide the obligor with reasonable notice of the date, time and place of any public sale and/or the date after which any private sale of the collateral may be held. The obligor has the right to redeem the collateral prior to actual sale by paying the secured party the unpaid principal balance of the obligation, accrued interest plus reasonable expenses for repossessing, holding and preparing the collateral for disposition and arranging for its sale, plus, in some jurisdictions, reasonable attorneys’ fees or, in some states, by payment of delinquent installments or the unpaid balance.

The proceeds of resale of the repossessed vehicles generally will be applied first to the expenses of resale and repossession and then to the satisfaction of the indebtedness. While some states impose prohibitions or limitations on deficiency judgments if the net proceeds from resale do not cover the full amount of the indebtedness, a deficiency judgment can be sought in those states that do not prohibit or limit those judgments. In addition to the notice requirement, the UCC requires that every aspect of the sale or other disposition, including the method, manner, time, place and terms, be “commercially reasonable”. Generally, courts have held that when a sale is not “commercially reasonable”, the secured party loses its right to a deficiency judgment. In addition, the UCC permits the debtor or other interested party to recover for any loss caused by noncompliance with the provisions of the UCC. Also, prior to a sale, the UCC permits the debtor or other interested person to prohibit the secured party from disposing of the collateral if it is established that the secured party is not proceeding in accordance with the “default” provisions under the UCC. However, the deficiency judgment would be a personal judgment against the obligor for the shortfall, and a defaulting obligor can be expected to have very little capital or sources of income available following repossession. Therefore, in many cases, it may not be useful to seek a deficiency judgment or, if one is obtained, it may be settled at a significant discount or be uncollectible.

Occasionally, after resale of a repossessed vehicle and payment of all expenses and indebtedness, there is a surplus of funds. In that case, the UCC requires the creditor to remit the surplus to any holder of a subordinate lien with respect to the vehicle or, if no lienholder exists, the UCC requires the creditor to remit the surplus to the obligor.

Certain Bankruptcy Considerations

CarMax Business Services and the Seller have taken steps in structuring the transactions contemplated by this prospectus and the related prospectus supplement to reduce the risk that a bankruptcy filing with respect to CarMax Business Services would adversely affect the notes or that the Seller would become a debtor in a voluntary or involuntary bankruptcy case. However, there can be no assurance that payments on the notes will not be delayed or reduced as a result of a bankruptcy proceeding.

CarMax Business Services and the Seller each intend that each transfer of receivables from CarMax Business Services to the Seller be treated as a sale. However, if CarMax Business Services were to become a debtor in a bankruptcy case, a court could take the position that a transfer should be treated as a pledge of the receivables to secure indebtedness of CarMax Business Services rather than a sale. If a court were to reach such a

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conclusion, or if an attempt were made to litigate the issue, delays or reductions in payments on the related notes could occur. In addition, if a transfer of receivables from CarMax Business Services to the Seller is treated as a pledge rather than a sale, a tax or government lien on the property of CarMax Business Services arising before the transfer of a receivable to the Seller may have priority over the Seller’s interest in that receivable and, if CarMax Business Services is the Servicer, a court may conclude that the trust does not have a perfected interest in cash collections on the receivables commingled with general funds of CarMax Business Services. The Seller and CarMax Business Services intend, and CarMax Business Services will represent and warrant to the Seller in each receivables purchase agreement, that each transfer of receivables from CarMax Business Services to the Seller constitutes a sale of the receivables rather than a pledge of the receivables to secure indebtedness of CarMax Business Services. In addition, the Seller will receive a reasoned opinion of counsel on each Closing Date that, subject to various assumptions and qualification, the transfer of receivables from CarMax Business Services to the Seller should properly constitute a sale for bankruptcy purposes. However, there can be no assurance that a court would not conclude that a transfer of receivables should be treated as a pledge.

If CarMax Business Services were to become a debtor in a bankruptcy case, a court could take the position that the assets and liabilities of the Seller should be substantively consolidated with the assets and liabilities of CarMax Business Services, in which case the receivables would be included in the estate of CarMax Business Services even if the transfer of the receivables from CarMax Business Services to the Seller were treated as a sale. The Seller and CarMax Business Services have taken steps in structuring the transactions contemplated by this prospectus and the related prospectus supplement to reduce the risk of substantive consolidation. The limited liability company agreement of the Seller contains provisions restricting the activities of the Seller and requiring the Seller to follow specific operating procedures designed to support its treatment as an entity separate from CarMax Business Services. In addition, the Seller will receive a reasoned opinion of counsel on each Closing Date that, subject to various assumptions and qualification, in the event of a bankruptcy filing with respect to CarMax Business Services, the assets and liabilities of the Seller should not properly be substantively consolidated with the assets and liabilities of CarMax Business Services. However, there can be no assurance that a court would not conclude that the assets and liabilities of the Seller should be consolidated with the assets and liabilities of CarMax Business Services. If a court were to reach such a conclusion, or if an attempt were made to litigate the issue, delays or reductions in payments on the related notes could occur.

The Dodd-Frank Act

Orderly Liquidation Authority. The Dodd-Frank Wall Street Reform and Consumer Protection Act established the Orderly Liquidation Authority under which the Federal Deposit Insurance Corporation is authorized to act as receiver of a financial company and its subsidiaries. OLA differs from the Bankruptcy Code in several respects. In addition, because the legislation remains subject to clarification through FDIC regulations and has yet to be applied by the FDIC in any receivership, it is unclear what impact these provisions will have on any particular company, including CarMax Business Services, the Seller or the trust, or such company’s creditors.

Potential Applicability to CarMax Business Services, the Seller and the Trust. There is uncertainty about which companies will be subject to OLA rather than the Bankruptcy Code. For a company to become subject to OLA, the Secretary of the Treasury (in consultation with the President of the United States) must determine that:

• the company is in default or in danger of default;

• the failure of the company and its resolution under the Bankruptcy Code would have serious adverse effects on financial stability in the United States;

• no viable private sector alternative is available to prevent the default of the company; and

• an OLA proceeding would mitigate these effects.

There can be no assurance that the OLA provisions would not be applied to CarMax Business Services, although we expect that OLA will be used only very rarely. The Seller or the trust could, under certain circumstances, also be subject to OLA.

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FDIC’s Avoidance Power Under OLA. The provisions of OLA relating to preferential transfers differ from those of the Bankruptcy Code. If CarMax Business Services were to become subject to OLA, there is an interpretation under OLA that previous transfers of receivables by CarMax Business Services perfected for purposes of state law and the Bankruptcy Code could nevertheless be avoided as preferential transfers, with the result that the receivables securing the notes could be reclaimed by the FDIC and noteholders may have only an unsecured claim against CarMax Business Services.

In December 2010, the Acting General Counsel of the FDIC issued an advisory opinion which concludes that the treatment of preferential transfers under OLA was intended to be consistent with, and should be interpreted in a manner consistent with, the related provisions under the Bankruptcy Code. Based on this opinion, the transfer of the receivables by CarMax Business Services would not be avoidable by the FDIC as a preference under OLA. Although the opinion does not bind the FDIC and could be modified or withdrawn in the future, it also states that the Acting General Counsel will recommend that the FDIC adopt regulations to the same effect. There can be no assurance, however, that future regulations or subsequent FDIC actions in an OLA proceeding would not be contrary to the advisory opinion.

FDIC’s Repudiation Power Under OLA. If the FDIC is appointed receiver of a company under OLA, the FDIC would have the power to repudiate any contract to which the company was a party, if the FDIC determined that performance of the contract was burdensome and that repudiation would promote the orderly administration of the company’s affairs.

In January 2011, the Acting General Counsel of the FDIC issued an advisory opinion confirming:

• that nothing in the Dodd-Frank Act changes the existing law governing the separate existence of separate entities under other applicable law, or changes the enforceability of standard contractual provisions meant to foster the bankruptcy-remote treatment of special purpose entities such as the Seller and the trust; and

• that, until the FDIC adopts a regulation, the FDIC will not exercise its repudiation authority to reclaim, recover or recharacterize as property of a company in receivership or the receivership assets transferred by that company prior to the end of the applicable transition period of any such future regulation, provided that such transfer satisfies the conditions for the exclusion of such assets from the property of the estate of that company under the Bankruptcy Code.

CarMax Business Services and the Seller intend that the sale of the receivables by CarMax Business Services to the Seller will constitute a “true sale” between separate legal entities under applicable state law. As a result, CarMax Business Services believes that the FDIC would not be able to recover the receivables using its repudiation power.

Although the advisory opinion does not bind the FDIC and could be modified or withdrawn in the future, the opinion provides that it will apply to asset transfers which occur prior to the end of any applicable transition period, which will be no earlier than June 30, 2011. There can be no assurance, however, that future regulations or subsequent FDIC actions in an OLA proceeding involving CarMax Business Services, the Seller or the trust would not be contrary to this opinion.

If the trust were placed in receivership under OLA, the FDIC would have the power to repudiate the notes issued by the trust. In that case, the FDIC would be required to pay compensatory damages that are no less than the principal amount of the notes plus accrued interest as of the date the FDIC was appointed receiver and, to the extent that the value of the property that secured the notes is greater than the principal amount of the notes and any accrued interest through the date of repudiation or disaffirmance, such accrued interest.

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Consumer Protection Laws

Numerous federal and state consumer protection laws and related regulations impose substantial requirements upon creditors and servicers involved in consumer finance. These laws include the Truth-in-Lending Act, the Equal Credit Opportunity Act, the Federal Trade Commission Act, the Fair Credit Reporting Act, the Fair Debt Collection Practices Act, the Magnuson-Moss Warranty Act, the Federal Reserve Board’s Regulations B and Z, the Servicemembers Civil Relief Act, the Military Reservist Relief Act, state adaptations of the National Consumer Act and of the Uniform Consumer Credit Code and state motor vehicle retail installment sale acts, retail installment sales acts and other similar laws. Also, the laws of certain states impose finance charge ceilings and other restrictions on consumer transactions and require contract disclosures in addition to those required under federal law. These requirements impose specific statutory liabilities upon creditors who fail to comply with their provisions. In some cases, this liability could affect the ability of an assignee such as the indenture trustee to enforce consumer finance contracts such as the receivables.

The so-called “Holder-in-Due-Course Rule” of the Federal Trade Commission has the effect of subjecting a seller, and certain related lenders and their assignees, in a consumer credit transaction to all claims and defenses which the obligor in the transaction could assert against the seller of the goods. Liability under the Holder-in-Due-Course Rule is limited to the amounts paid by the obligor under the contract, and the holder of the contract may also be unable to collect any balance remaining due thereunder from the obligor. The Holder-in-Due-Course Rule is generally duplicated by the Uniform Consumer Credit Code, other state statutes or the common law in certain states.

Most of the receivables will be subject to the requirements of the Holder-in-Due-Course Rule. Accordingly, the trust, as holder of the receivables, will be subject to any claims or defenses that the purchaser of a Financed Vehicle may assert against the seller of the Financed Vehicle. Such claims are limited to a maximum liability equal to the amounts paid by the obligor on the receivable.

If an obligor were successful in asserting any such claim or defense as described in the two immediately preceding paragraphs, such claim or defense would constitute a breach of a representation and warranty under the receivables purchase agreement and the sale and servicing agreement and would create an obligation of the Seller to repurchase the receivable unless the breach were cured.

Courts have applied general equitable principles to secured parties pursuing repossession or litigation involving deficiency balances. These equitable principles may have the effect of relieving an obligor from some or all of the legal consequences of a default.

In several cases, consumers have asserted that the self-help remedies of secured parties under the UCC and related laws violate the due process protection of the Fourteenth Amendment to the Constitution of the United States. Courts have generally either upheld the notice provisions of the UCC and related laws as reasonable or have found that the creditor’s repossession and resale do not involve sufficient state action to afford constitutional protection to consumers.

CarMax Business Services will represent and warrant to the Seller in each receivables purchase agreement, and the Seller will represent and warrant to the related trust in each sale and servicing agreement, that each related receivable complies as of the related Closing Date in all material respects with all requirements of law. If an obligor has a claim against the trust for violation of any law and that claim materially and adversely affects the trust’s interest in a receivable, and that violation is not cured, CarMax Business Services would be required to repurchase the receivable from the Seller and the Seller would be required to repurchase the receivable from the trust.

Other Matters

In addition to the laws limiting or prohibiting deficiency judgments, numerous other statutory provisions, including the Bankruptcy Code and related state laws, may interfere with or affect the ability of a creditor to realize upon collateral or enforce a deficiency judgment. For example, in a Chapter 13 proceeding under the Bankruptcy Code, a court may prevent a creditor from repossessing a motor vehicle and, as part of the

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rehabilitation plan, reduce the amount of the secured indebtedness to the market value of the motor vehicle at the time of bankruptcy, as determined by the court, leaving the party providing financing as a general unsecured creditor for the remainder of the indebtedness. A bankruptcy court may also reduce the monthly payments due under the related contract or change the rate of interest and time of repayment of the indebtedness.

Under the terms of the Servicemembers Civil Relief Act, an obligor who enters the military service after the origination of that obligor’s receivable (including an obligor who is a member of the National Guard or is in reserve status at the time of the origination of the obligor’s receivable and is later called to active duty) is entitled to have the interest rate reduced and capped at 6% per annum for the duration of the military service, may be entitled to a stay of proceedings on foreclosures and similar actions and may have the maturity of the loan extended or the payments lowered and the payment schedule adjusted. In addition, pursuant to the laws of various states, under certain circumstances residents thereof called into active duty with the National Guard or the reserves can apply to a court to delay payments on retail installment contracts or installment loans such as the receivables. Application of any of the foregoing acts or other similar acts under state law would adversely affect, for an indeterminate period of time, the ability of the Servicer to foreclose on an affected receivable during the obligor’s period of active duty status. Thus, if that receivable goes into default, there may be delays and losses occasioned by the inability to exercise the related trust’s rights with respect to the receivable and the related Financed Vehicle in a timely fashion.

MATERIAL FEDERAL INCOME TAX CONSEQUENCES

The following is a summary of material United States federal income tax consequences of the purchase, ownership and disposition of notes to investors who purchase the notes in the initial distribution and who hold the notes as “capital assets” within the meaning of Section 1221 of the Internal Revenue Code. The summary does not purport to deal with all federal income tax consequences applicable to all categories of holders, some of which may be subject to special rules. For example, it does not discuss the tax treatment of noteholders that are insurance companies, financial institutions, regulated investment companies, dealers in securities or currencies, tax-exempt entities, holders that hold the notes as part of a hedge, straddle, “synthetic security” or other integrated transaction for United States federal income tax purposes and holders whose functional currency is not the United States dollar.

The following summary is based upon current provisions of the Internal Revenue Code, the Treasury regulations promulgated thereunder and judicial or administrative authority, all of which are subject to change, which change may be retroactive. Each trust will be provided with an opinion of McGuireWoods LLP, as federal tax counsel to the Seller, regarding certain federal income tax matters discussed below. A legal opinion, however, is not binding on the IRS or the courts. No ruling on any of the issues discussed below will be sought from the IRS. For purposes of the following summary, references to the trust, the notes and related terms, parties and documents shall be deemed to refer, unless otherwise specified herein, to each trust and the notes and related terms, parties and documents applicable to the trust. Moreover, there are no cases or IRS rulings on similar transactions involving both debt and equity interests issued by a trust with terms similar to those of the notes. As a result, the IRS may disagree with all or a part of the discussion below. We suggest that prospective investors consult their own tax advisors in determining the federal, state, local, foreign and any other tax consequences to them of the purchase, ownership and disposition of the notes.

Unless otherwise specified, the following summary relates only to holders of the notes that are United States Persons. If a partnership (including for this purpose any entity treated as a partnership for United States federal income tax purposes) is a beneficial owner of notes, the treatment of a partner in the partnership will generally depend upon the status of the partner and upon the activities of the partnership. A holder of the notes that is a partnership and partners in such partnership should consult their tax advisors about the United States federal income tax consequences of holding and disposing of the notes.

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McGuireWoods LLP, as federal tax counsel to the Seller, is of the opinion that, assuming compliance with all of the provisions of the applicable agreements, for federal income tax purposes:

• the notes will be characterized as debt unless otherwise stated in the prospectus supplement; and

• the trust will not be characterized as an association, or a publicly traded partnership, taxable as a corporation.

Each opinion is an expression of an opinion only, is not a guarantee of results and is not binding on the IRS or any third party.

For more information about the tax treatment of the notes, see “—Tax Consequences to Holders of the Notes—Treatment of the Notes as Indebtedness” and “—Possible Alternative Treatments of the Notes”.

Tax Characterization of the Trust

The opinion of McGuireWoods LLP that the trust will not be characterized as an association, or a publicly traded partnership, taxable as a corporation for federal income tax purposes will be based on the assumption that the terms of the trust agreement and related documents will be complied with, and on counsel’s conclusions that the nature of the income of the trust will exempt it from the rule that certain publicly traded partnerships are taxable as corporations.

Because the trust will not be taxable as a corporation, it will necessarily be taxed as a partnership, a “grantor” trust or a disregarded entity. Unless the notes are not treated as debt for federal income tax purposes, the differences among these three entities should not affect the noteholders for federal income tax purposes. If, contrary to the opinion of McGuireWoods LLP and the expectation of CarMax Business Services, the notes were treated as equity in the trust, the classification of the trust as a partnership or a grantor trust could have adverse tax consequences to noteholders.

If a trust were taxable as a corporation for federal income tax purposes, the trust would be subject to corporate income tax on its taxable income. The trust’s taxable income would include all its income on the receivables and may possibly be reduced by its interest expense on the notes. Any corporate income tax could materially reduce cash available to make payments on the notes.

Tax Consequences to Holders of the Notes

Treatment of the Notes as Indebtedness.    The noteholders will agree by their purchase of notes to treat the notes as debt for federal income tax purposes. In the opinion of McGuireWoods LLP, except as otherwise provided in the related prospectus supplement, the notes will be classified as debt for federal income tax purposes. The discussion below assumes that this characterization is correct.

Original Issue Discount, etc.    The discussion below assumes that all payments on the notes are denominated in United States dollars, that principal and interest is payable on the notes and that the notes are not indexed securities or entitled to principal or interest payments with disproportionate, nominal or no payments. Moreover, the discussion assumes that the interest formula for the notes meets the requirements for “qualified stated interest” under the Treasury regulations relating to original issue discount (or, the original issue discount regulations), and that any original issue discount on the notes, i.e., any excess of the principal amount of the notes over their issue price, does not exceed a de minimis amount, i.e.,  ¹/4% of their principal amount multiplied by their weighted average maturities included in their term, all within the meaning of the original issue discount regulations. If these conditions are not satisfied with respect to the notes, additional tax considerations with respect to the notes will be provided in the related prospectus supplement.

Interest Income on the Notes.    Based on the foregoing assumptions, except as discussed in the following paragraph, the notes will not be considered to have been issued with original issue discount. The stated interest thereon will be taxable to a noteholder as ordinary interest income when received or accrued in accordance with the noteholder’s method of tax accounting. Under the original issue discount regulations, a holder of a note

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issued with a de minimis amount of original issue discount must include any original issue discount in income, on a pro rata basis, as principal payments are made on the note.

A holder of a note having a fixed maturity of one year or less, known as a “Short-Term Note”, may be subject to special rules. An accrual basis holder of a Short-Term Note, and certain cash method holders, including regulated investment companies, as set forth in Section 1281 of the Internal Revenue Code, generally would be required to report interest income as interest accrues on a straight-line basis over the term of each interest period. Other cash basis holders of a Short-Term Note would, in general, be required to report interest income as interest is paid, or, if earlier, upon the taxable disposition of the Short-Term Note. However, a cash basis holder of a Short-Term Note reporting interest income as it is paid may be required to defer a portion of any interest expense otherwise deductible on indebtedness incurred to purchase or carry the Short-Term Note until the taxable disposition of the Short-Term Note. A cash basis taxpayer may elect under Section 1281 of the Internal Revenue Code to accrue interest income on all nongovernment debt obligations with a term of one year or less, in which case the taxpayer would include interest on the Short-Term Note in income as it accrues, but would not be subject to the interest expense deferral rule referred to in the preceding sentence. Certain special rules apply if a Short-Term Note is purchased for more or less than its principal amount.

Sale or Other Disposition.    If a noteholder sells a note, the holder will recognize gain or loss in an amount equal to the difference between the amount realized on the sale and the holder’s adjusted tax basis in the note. The adjusted tax basis of a note to a particular noteholder will equal the holder’s cost for the note, increased by any market discount and original issue discount previously included by the noteholder in income with respect to the note and decreased by the amount of bond premium, if any, previously amortized and by the amount of principal payments previously received by the noteholder with respect to the note. Any gain or loss will be capital gain or loss if the note was held as a capital asset, except for gain representing accrued interest and accrued market discount not previously included in income. Any capital gain recognized upon a sale, exchange or other disposition of a note will be long-term capital gain if the seller’s holding period is more than one year and will be short-term capital gain if the seller’s holding period is one year or less. The deductibility of capital losses is subject to certain limitations. We suggest that prospective investors consult with their own tax advisors concerning the United States federal tax consequences of the sale, exchange or other disposition of a note.

Foreign Holders.    Interest payments made, or accrued, to a noteholder who is a Foreign Person that is an individual or corporation for federal income tax purposes generally will be considered “portfolio interest”, and generally will not be subject to United States federal income tax and withholding if the interest is not effectively connected with the conduct of a trade or business within the United States by the Foreign Person and the Foreign Person:

• is not actually or constructively a “10 percent shareholder” of the trust or the Seller (including a holder of 10% of the certificates), a “controlled foreign corporation” with respect to which the trust or the Seller is a “related person” within the meaning of the Internal Revenue Code or a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business; and

• provides the indenture trustee or other person who is otherwise required to withhold United States tax with respect to the notes with an appropriate statement, on IRS Form W-8BEN or a similar form, signed under penalty of perjury, certifying that the beneficial owner of the note is a Foreign Person and providing the Foreign Person’s name and address.

In the case of a Foreign Person that is an individual or a corporation (or an entity treated as such for federal income tax purposes), if a note is held through a securities clearing organization or certain other financial institutions, the organization or institution may provide the relevant signed statement to the withholding agent; in that case, however, the signed statement must be accompanied by a copy of the IRS Form W-8BEN or substitute form provided by the Foreign Person that owns the note. If such interest is not portfolio interest, then it will be subject to withholding tax unless the Foreign Person provides a properly executed IRS Form W-8BEN claiming an exemption from or reduction in withholding under the benefit of a tax treaty or an IRS Form W-8ECI stating

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that interest paid is not subject to withholding tax because it is effectively connected with the Foreign Person’s conduct of a trade or business in the United States. If the interest is effectively connected income, the Foreign Person, although exempt from the withholding tax discussed above, will be subject to United States federal income tax on that interest at graduated rates. A Foreign Person other than an individual or corporation (or an entity treated as such for federal income tax purposes) holding the notes on its own behalf may have substantially increased reporting requirements. In particular, in case of notes held by a foreign partnership or foreign trust, the partners or beneficiaries, as the case may be, may be required to provide certain additional information.

Any capital gain realized on the sale, redemption, retirement or other taxable disposition of a note by a Foreign Person will be exempt from United States federal income and withholding tax, provided that the gain is not effectively connected with the conduct of a trade or business in the United States by the Foreign Person and, in the case of an individual Foreign Person, the Foreign Person is not present in the United States for 183 days or more in the taxable year and does not otherwise have a “tax home” within the United States.

Backup Withholding.    Each holder of a note, other than an exempt holder such as a corporation, tax-exempt organization, qualified pension and profit-sharing trust, individual retirement account or nonresident alien who provides certification as to status as a nonresident, will be required to provide, under penalty of perjury, a certificate containing the holder’s name, address, correct federal taxpayer identification number and a statement that the holder is not subject to backup withholding. Should a nonexempt noteholder fail to provide the required certification, the trust will be required to backup withhold a certain portion of the amount otherwise payable to the holder, and remit the withheld amount to the IRS as a credit against the holder’s federal income tax liability.

Recently Enacted Federal Tax Legislation. On March 18, 2010, President Obama signed into law the “Hiring Incentives to Restore Employment (HIRE) Act.” The HIRE Act includes a revised version of a bill introduced in late October 2009 in both the House of Representatives and the Senate, the “Foreign Account Tax Compliance Act of 2009” or “FATCA Bill.”

Under the FATCA provisions, foreign financial institutions (which include hedge funds, private equity funds, mutual funds, securitization vehicles and any other investment vehicles regardless of their size) must comply with new information reporting rules with respect to their U.S. account holders and investors or confront a new withholding tax on U.S. source payments made to them. A foreign financial institution or other foreign entity that does not comply with the FATCA reporting requirements will be subject to a new 30% withholding tax with respect to any “withholdable payments” made after December 31, 2012, other than such payments that are made on “obligations” that were outstanding on March 18, 2012. For this purpose, withholdable payments are U.S. source payments otherwise subject to nonresident withholding tax and also include the entire gross proceeds from the sale of any equity or debt instruments of U.S. issuers. The new FATCA withholding tax will apply regardless of whether the payment would otherwise be exempt from U.S. nonresident withholding tax (e.g., under the portfolio interest exemption or as capital gain). Treasury is authorized to provide rules for implementing the FATCA withholding regime with the existing nonresident withholding tax rules. The FATCA provisions also impose new information reporting requirements and increase related penalties for United States Persons.

FATCA withholding will not apply to withholdable payments made directly to foreign governments, international organizations, foreign central banks of issue and individuals, and Treasury is authorized to provide additional exceptions.

As noted above, the new FATCA withholding and information reporting requirements generally will apply to withholdable payments made after December 31, 2012. We suggest that prospective investors consult with their own tax advisors regarding these new provisions.

In addition, on March 30, 2010, President Obama signed into law the Health Care and Education Reconciliation Act of 2010. This act will require certain individuals, estates and trusts to pay a 3.8% Medicare surtax on “net investment income” including, among other things, interest and proceeds of sale in respect of securities like the notes, subject to certain exceptions. This surtax will apply for taxable years beginning after

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December 31, 2012. Prospective investors should consult with their own tax advisors regarding the effect, if any, of the Health Care and Education Reconciliation Act of 2010 on their ownership and disposition of the notes.

Possible Alternative Treatments of the Notes.    If, contrary to the opinion of McGuireWoods LLP, the IRS successfully asserted that one or more of the notes did not represent debt for federal income tax purposes, the notes might be treated as equity interests in the trust. If so treated, the trust might be treated as a publicly traded partnership taxable as a corporation with potentially adverse tax consequences, and the publicly traded partnership taxable as a corporation would not be able to reduce its taxable income by deductions for interest expense on notes recharacterized as equity. Alternatively, and most likely in the view of McGuireWoods LLP, the trust would be treated as a publicly traded partnership that would not be taxable as a corporation because it would meet certain qualifying income tests. Treatment of the notes as equity interests in such a partnership could result in adverse tax consequences to certain holders. For example, income to certain tax-exempt entities, including pension funds, would be “unrelated business taxable income”, income to foreign holders generally would be subject to United States tax and United States tax return filing and withholding requirements, and individual holders might be subject to certain limitations on their ability to deduct their share of trust expenses.

CERTAIN STATE TAX CONSEQUENCES

The activities of servicing and collecting the receivables will be undertaken by the Servicer. Because of the variation in each state’s tax laws based in whole or in part upon income, it is impossible to predict tax consequences to holders of notes in all of the state taxing jurisdictions in which they are already subject to tax. We suggest that noteholders consult their own tax advisors with respect to state tax consequences arising out of the purchase, ownership and disposition of notes.

The federal and state tax discussions set forth above are included for information only and may not be applicable depending upon a noteholder’s particular tax situation. We suggest that prospective purchasers consult their tax advisors with respect to the tax consequences to them of the purchase, ownership and disposition of notes, including the tax consequences under state, local, foreign and other tax laws and the possible effects of changes in federal or other tax laws.

GLOBAL CLEARANCE, SETTLEMENT AND

TAX DOCUMENTATION PROCEDURES

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

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

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

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

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

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

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

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

Exemption or Reduced Rate For Non-United States Persons Resident in Treaty Countries.    Non-United States Persons that for federal income tax purposes are individuals or entities treated as corporations that beneficially own the notes and reside in a country that has a tax treaty with the United States may be able to obtain an exemption or reduced tax rate, depending on the treaty terms, by filing Form W-8BEN (Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding). A Non-United States Person not described in the foregoing sentence that beneficially owns a note may be subject to more complex rules.

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

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

This summary does not deal with all aspects of United States federal income tax withholding that may be relevant to foreign holders of the globally-offered notes. We suggest that you read “Material Federal Income Tax Consequences” for further information and consult your own tax advisors with respect to the tax consequences of holding or disposing of the globally-offered notes.

ERISA CONSIDERATIONS

Section 406 of ERISA and Section 4975 of the Internal Revenue Code prohibit a pension, profit sharing or other employee benefit or other plan (such as an individual retirement account and certain types of Keogh plans) that is subject to Title I of ERISA or to Section 4975 of the Internal Revenue Code from engaging in certain transactions involving plan assets with persons that are “parties in interest” under ERISA or “disqualified

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persons” under the Internal Revenue Code with respect to the Plan. Certain governmental plans, although not subject to ERISA or the Internal Revenue Code, are subject to Similar Law that imposes similar requirements. A violation of these “prohibited transaction” rules may generate excise tax and other liabilities under ERISA and the Internal Revenue Code or under Similar Law for these persons.

Depending on the relevant facts and circumstances, certain prohibited transaction exemptions may apply to the purchase or holding of the notes—for example:

• Prohibited Transaction Class Exemption 96-23, which exempts certain transactions effected by an “in-house asset manager”;

• Prohibited Transaction Class Exemption 95-60, which exempts certain transactions between insurance company general accounts and parties in interest;

• Prohibited Transaction Class Exemption 91-38, which exempts certain transactions between bank collective investment funds and parties in interest;

• Prohibited Transaction Class Exemption 90-1, which exempts certain transactions between insurance company pooled separate accounts and parties in interest;

• Prohibited Transaction Class Exemption 84-14, which exempts certain transactions effected by a “qualified professional asset manager”;

• Prohibited Transaction Class Exemption 2000-58, as subsequently amended by Prohibited Transaction Class Exemption 2002-41, which exempts certain transactions involving issuers of asset backed securities which are either debt or equity investments; or

• the service provider exemption provided by Section 408(b)(17) of ERISA and Section 4975(d)(20) of the Internal Revenue Code.

There can be no assurance that any of these exemptions will apply with respect to any Plan’s investment in the notes, or that an exemption, if it did apply, would apply to all prohibited transactions that may occur in connection with the investment. Furthermore, these exemptions may not apply to transactions involved in the operation of a trust if, as described below, the assets of the trust are considered to include plan assets.

ERISA also imposes certain duties on persons who are fiduciaries of Plans subject to ERISA, including the requirements of investment prudence and diversification, and the requirement that a Plan’s investments be made in accordance with the documents governing the Plan. Under ERISA, any person who exercises any authority or control respecting the management or disposition of the assets of a Plan is considered to be a fiduciary of the Plan. Plan fiduciaries must determine whether the acquisition and holding of notes and the operations of the trust would result in prohibited transactions if Plans that purchase the notes were deemed to own an interest in the underlying assets of the trust under the rules discussed below. There may also be an improper delegation of the responsibility to manage plan assets if Plans that purchase the notes are deemed to own an interest in the underlying assets of the trust.

Pursuant to the Plan Assets Regulation, in general when a Plan acquires an equity interest in an entity such as the trust and the interest does not represent a “publicly offered security” or a security issued by an investment company registered under the Investment Company Act of 1940, as amended, the Plan’s assets include both the equity interest and an undivided interest in each of the underlying assets of the entity, unless it is established either that the entity is an “operating company” or that equity participation in the entity by Benefit Plan Investors is not “significant”. In general, an “equity interest” is defined under the Plan Assets Regulation as any interest in an entity other than an instrument which is treated as indebtedness under applicable local law and which has no substantial equity features. A “publicly-offered security” is a security that is:

• freely transferable;

• part of a class of securities that is owned at the close of the initial offering by 100 or more investors independent of the issuer and of each other; and

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• either part of a class of securities registered under Section 12(b) or 12(g) of the Exchange Act or sold to the Plan as part of an offering pursuant to an effective registration statement under the Securities Act, and the class of securities is registered under the Exchange Act within 120 days after the end of the issuer’s fiscal year in which the offering occurred.

Equity participation by Benefit Plan Investors in an entity is significant if immediately after the most recent acquisition of an equity interest in the entity, 25% or more of the value of any class of equity interest in the entity is held by Benefit Plan Investors. In calculating this percentage, the value of any equity interest held by a person, other than a Benefit Plan Investor, who has discretionary authority or provides investment advice for a fee with respect to the assets of the entity, or by an affiliate of any such person, is disregarded. The likely treatment in this context of notes of a trust will be discussed in the related prospectus supplement.

Unless otherwise specified in the related prospectus supplement, the notes may be purchased by or with assets of a Plan. A fiduciary of a Plan must determine that the purchase of a note is consistent with its fiduciary duties under ERISA and does not result in a nonexempt prohibited transaction as defined in Section 406 of ERISA or Section 4975 of the Internal Revenue Code. Moreover, any person considering an investment in the notes on behalf of or with assets of a Plan should consult with counsel if the Seller, the Servicer, an underwriter, the indenture trustee, the owner trustee, a provider of credit support or any of their affiliates:

• has investment or administrative discretion with respect to the Plan’s assets;

• has authority or responsibility to give, or regularly gives, investment advice with respect to the Plan’s assets for a fee and pursuant to an agreement or understanding that the advice:

• will serve as a primary basis for investment decisions with respect to the Plan’s assets; and

• will be based on the particular investment needs for the Plan; or

• is an employer maintaining or contributing to the Plan.

Employee benefit plans that are governmental plans, as defined in Section 3(32) of ERISA, and certain church plans, as defined in Section 3(33) of ERISA, are not subject to ERISA requirements but may be subject to a Similar Law. A governmental or church plan which is qualified under Section 401(a) of the Internal Revenue Code and exempt from taxation under Section 501(a) of the Internal Revenue Code is subject to the prohibited transaction rules in Section 503 of the Internal Revenue Code. A fiduciary of a governmental or church plan considering a purchase of notes should consult its legal advisors to confirm that the acquisition and holding of notes will not result in a non-exempt violation of any applicable Similar Law.

A fiduciary of a Plan considering the purchase of notes of a given series should consult its tax and/or legal advisors regarding whether the assets of the related trust would be considered plan assets, the possibility of exemptive relief from the prohibited transaction rules and other issues and their potential consequences.

Special Considerations Applicable to Insurance Company General Accounts

The Small Business Job Protection Act of 1996 added Section 401(c) of ERISA relating to the status of the assets of insurance company general accounts under ERISA and Section 4975 of the Internal Revenue Code. Under Section 401(c), the Department of Labor published general account regulations providing guidance on which assets held by the insurer constitute “plan assets” for purposes of the fiduciary responsibility provisions of ERISA and Section 4975 of the Internal Revenue Code. The general account regulations do not exempt from treatment as “plan assets” assets in an insurance company’s general account that support insurance policies issued to Plans after December 31, 1998. The plan asset status of insurance company separate accounts is unaffected by Section 401(c) of ERISA, and separate account assets continue to be treated as the plan assets of any Plan invested in a separate account. Plan investors considering the purchase of notes on behalf of an insurance company general account should consult their legal advisors regarding the effect of the general account regulations on the purchase. The general account regulations should not, however, adversely affect the applicability of Prohibited Transaction Class Exemption 95-60.

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PLAN OF DISTRIBUTION

The notes of each series that are offered by this prospectus and the related prospectus supplement will be offered through one or more of the following methods. The related prospectus supplement will provide specified details as to the method of distribution for the offering.

Sales Through Underwriters

If specified in the related prospectus supplement, on the terms and conditions set forth in an underwriting agreement with respect to the notes of a given series, the Seller will agree to sell, or cause the related trust to sell, to the underwriters named in the related prospectus supplement the notes of the trust specified in the underwriting agreement. Each of the underwriters will severally agree to purchase the principal amount of each class of notes of the related trust set forth in the related prospectus supplement and the underwriting agreement.

Each prospectus supplement will either:

• set forth the price at which each class of notes being offered thereby will be offered to the public and any concessions that may be offered to certain dealers participating in the offering of the notes; or

• specify that the related notes are to be resold by the underwriters in negotiated transactions at varying prices to be determined at the time of the sale.

After the initial public offering of the notes, the public offering prices and the concessions may be changed.

Each underwriting agreement will provide that each of CarMax Business Services and the Seller will jointly and severally indemnify the underwriters against certain civil liabilities, including liabilities under the Securities Act, or contribute to payments the several underwriters may be required to make in respect thereof.

Each trust may, from time to time, invest the funds in its trust accounts in investments acquired from such underwriters or from the Seller.

Under each underwriting agreement with respect to a given trust, the closing of the sale of any class of notes subject to the underwriting agreement will be conditioned on the closing of the sale of all other classes of securities of that trust, some of which may not be registered or may not be publicly offered.

The place and time of delivery for the notes in respect of which this prospectus is delivered will be set forth in the related prospectus supplement.

The underwriters may make a market in the notes, but they are not obligated to do so. In addition, any market-making may be discontinued at any time at their sole discretion.

Underwriting

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

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The underwriters may make short sales in the notes being sold in connection with an offering (i.e., they sell more notes than they are required to purchase in the offering). This type of short sale is commonly referred to as a “naked” short sale because the related underwriters do not have an option to purchase these additional notes in the offering. The underwriters must close out any naked short position by purchasing notes in the open market. A naked short position is more likely to be created if the related underwriters are concerned that there may be downward pressure on the price of the notes in the open market after pricing that could adversely affect investors who purchase in the offering. Similar to other purchase transactions, the underwriters’ purchases to cover syndicate short sales may have the effect of raising or maintaining the market price of the notes or preventing or retarding a decline in the market price of the notes.

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

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

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

Other Placements of Notes

To the extent set forth in the related prospectus supplement, notes of a given series may be offered by placements with institutional investors through dealers or by direct placements with institutional investors.

The prospectus supplement with respect to any notes offered by placements through dealers will contain information regarding the nature of the offering and any agreements to be entered into between the Seller and purchasers of notes.

Purchasers of notes, including dealers, may, depending upon the facts and circumstances of the purchases, be deemed to be “underwriters” within the meaning of the Securities Act in connection with reoffers and sales by them of notes. Noteholders should consult with their legal advisors in this regard prior to any reoffer or sale.

LEGAL OPINIONS

Certain legal matters relating to the notes of any series, including certain federal income tax matters, have been passed upon for the Seller by McGuireWoods LLP, Richmond, Virginia. Certain legal matters relating to each trust that is a Delaware statutory trust have been passed upon for the Seller by Richards, Layton & Finger, P.A., Wilmington, Delaware. Sidley Austin LLP, San Francisco, California will act as counsel for the underwriters of each series.

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GLOSSARY OF TERMS

Set forth below is a list of the defined terms used in this prospectus, which, except as otherwise noted in a prospectus supplement, are also used in the prospectus supplement.

“Bankruptcy Code” means Title 11 of the United States Code, as amended.

“Benefit Plan Investor” means any:

• “employee benefit plan” (as defined in Section 3(3) of ERISA) subject to the fiduciary requirements of ERISA;

• “plan” described in Section 4975(e)(1) of the Internal Revenue Code, including individual retirement accounts and Keogh plans; or

• entity whose underlying assets include plan assets by reason of a plan’s investment in such entity or otherwise, including without limitation, an insurance company general account.

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

“CarMax” means the direct and indirect operating subsidiaries of CarMax, Inc. and their successors.

“CarMax Auto” means CarMax Auto Superstores, Inc., a Virginia corporation and a wholly-owned subsidiary of CarMax, Inc., and its successors.

“CarMax Auto Finance” means the financing unit of CarMax Business Services (formerly the financing unit of CarMax Auto).

“CarMax Business Services” means CarMax Business Services, LLC, a Delaware limited liability company and a wholly-owned indirect subsidiary of CarMax, Inc., and its successors.

“CarMax Funding” means CarMax Auto Funding LLC, a Delaware limited liability company of which CarMax Business Services is the sole member, and its successors.

“CarMax, Inc.” means CarMax, Inc., a Virginia corporation, and its successors.

“Clearstream” means Clearstream Banking, a société anonyme and a professional depository under the laws of Luxembourg.

“Closing Date” means, with respect to any trust, the closing date specified in the related prospectus supplement.

“Collection Period” means, with respect to the notes of each trust, the period specified in the related prospectus supplement.

“Controlling Class” means, with respect to any trust that issues notes, the senior most class of notes described in the related prospectus supplement as long as any notes of such class are outstanding and, thereafter, in order of seniority, each other class of notes, if any, described in such prospectus supplement as long as any notes of such other class are outstanding.

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“Cutoff Date” means, with respect to any trust, the cutoff date specified in the related prospectus supplement.

“Defaulted Receivable” means a receivable as to which:

• any payment, or any part of any payment, due under such receivable has become 120 days or more delinquent (whether or not the Servicer has repossessed the related Financed Vehicle);

• the Servicer has repossessed and sold the related Financed Vehicle; or

• the Servicer has determined in accordance with its customary practices that such receivable is uncollectible;

provided, however, that a receivable will not be classified as a Defaulted Receivable until the last day of the Collection Period during which one of the foregoing events first occurs; and, provided further, that a receivable purchased from the related trust by CarMax Business Services or the Seller will not be deemed to be a Defaulted Receivable.

“Definitive Notes” means notes issued in fully registered, certificated form to noteholders or their respective nominees, rather than to DTC or its nominee.

“Depository” means DTC and any successor depository selected by the trust.

“Distribution Date” means, with respect to any trust, the date specified in the related prospectus supplement for the payment of principal of and interest on the related notes.

“DTC” means The Depository Trust Company and any successor depository selected by the indenture trustee.

“Eligible Deposit Account” means either:

• a segregated account with an Eligible Institution; or

• a segregated trust account with the corporate trust department of a depository institution organized under the laws of the United States or any one of the states thereof or the District of Columbia (or any domestic branch of a foreign bank) having corporate trust powers and acting as trustee for funds deposited in such account, so long as any of the securities of such depository institution have a credit rating from each Rating Agency in one of its generic rating categories which signifies investment grade.

“Eligible Institution” means:

• the corporate trust department of the indenture trustee or the owner trustee; or

• a depository institution organized under the laws of the United States or any one of the states thereof or the District of Columbia (or any domestic branch of a foreign bank), (i) which has either a long-term unsecured debt rating acceptable to each Rating Agency or a short-term unsecured debt rating or certificate of deposit rating acceptable to each Rating Agency and (ii) whose deposits are insured by the FDIC.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“Euroclear” means a professional depository operated by Euroclear Bank, S.A./N.V.

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“Events of Default” means, with respect to each indenture, the events specified under “Description of the Indenture—Events of Default”.

“Events of Servicing Termination” means, with respect to each sale and servicing agreement, the events specified under “Description of the Sale and Servicing Agreement—Events of Servicing Termination”.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Financed Vehicle” means a new or used motor vehicles financed by a receivable.

“Foreign Person” means a nonresident alien, foreign corporation or other non-United States Person.

“Funding Period” means, with respect to any trust, the period specified in the related prospectus supplement during which the Seller will sell Subsequent Receivables to such trust.

“Internal Revenue Code” means the Internal Revenue Code of 1986, as amended.

“IRS” means the Internal Revenue Service.

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

“Outstanding” means, as of any Distribution Date, all notes authenticated and delivered under the related indenture except:

• notes canceled by the note registrar or delivered to the note registrar for cancellation;

• notes or portions of notes the payment for which money in the necessary amount has been deposited with the indenture trustee or any paying agent in trust for the holders of notes; provided, however, that if the notes are to be redeemed, notice of such redemption must have been given pursuant to the indenture or provision for such notice must have been made in a manner satisfactory to the indenture trustee; and

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

“Permitted Investments” means:

• direct obligations of, and obligations fully guaranteed as to timely payment by, the United States or its agencies;

• demand deposits, time deposits, certificates of deposit or bankers’ acceptances of certain depository institutions or trust companies having the highest rating from each Rating Agency;

• commercial paper having, at the time of such investment, the highest rating from each Rating Agency;

• investments in money market funds having the highest rating from each Rating Agency;

• repurchase obligations with respect to any security that is a direct obligation of, or fully guaranteed by, the United States or its agencies, in either case entered into with a depository institution or trust company having the highest rating from each Rating Agency; and

• any other investment acceptable to each Rating Agency.

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Permitted Investments are generally limited to obligations or securities that mature on or before the Business Day preceding the Distribution Date in the Collection Period following the Collection Period in which the investment is made.

“Plan” means an employee benefit or other plan or arrangement (such as an individual retirement account or Keogh plan) that is subject to Title I of ERISA or Section 4975 of the Internal Revenue Code.

“Plan Assets Regulation” means a regulation, 29 C.F.R. Section 2510.3-101, issued by the Department of Labor.

“Purchase Amount” means, with respect to any receivable to be purchased by the Seller or the Servicer on any Distribution Date, an amount equal the unpaid principal balance of such receivable plus the amount of accrued but unpaid interest on such receivable at the related contract rate to but excluding such Distribution Date.

“Rating Agency” means, with respect to any trust, a nationally recognized rating agency hired by CarMax Business Services or the Seller to provide a rating on the notes issued by such trust.

“Record Date” means, with respect to any Distribution Date, the Business Day immediately preceding such Distribution Date or, if Definitive Notes are issued, the last day of the preceding calendar month.

“SEC” means the Securities and Exchange Commission and its successors.

“Securities Act” means the Securities Act of 1933, as amended.

“Seller” means CarMax Funding.

“Servicer” means CarMax Business Services, acting in its capacity as servicer of the receivables under the related sale and servicing agreement.

“Short-Term Note” means a note that has a fixed maturity date of not more than one year from the issue date of such note.

“Similar Law” means federal, state or local laws that impose requirements similar to Title I of ERISA or Section 4975 of the Internal Revenue Code.

“Simple Interest Advance” means an amount equal to the amount of interest that would have been due on a Simple Interest Receivable at its contract rate of interest for the related Collection Period, assuming that such Simple Interest Receivable is paid on its due date, minus the amount of interest actually received on such Simple Interest Receivable during the related Collection Period.

“Simple Interest Receivable” means a receivable that provides for the amortization of the amount financed under such receivable over a series of fixed level payment monthly installments.

“Subsequent Receivables” means, with respect to any trust, additional receivables sold by the Seller to such trust during the related Funding Period.

“Subsequent Transfer Date” means, with respect to any trust, each date specified as a transfer date in the related prospectus supplement on which Subsequent Receivables will be sold by the Seller to such trust.

“UCC” means the Uniform Commercial Code in effect in the applicable jurisdiction.

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“United States Person” generally means a person that is for United States federal income tax purposes a citizen or resident of the United States, a corporation or partnership (including an entity treated as a corporation or partnership for United States federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia, an estate whose income is subject to the United States federal income tax regardless of its source or a trust if:

• a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons have the authority to control all substantial decisions of the trust; or

• the trust has a valid election in effect under applicable Treasury regulations to be treated as a United States Person.

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CarMax Auto Owner Trust 20[    ]-[    ]

CarMax Business Services, LLC

Sponsor and Servicer

CarMax Auto Funding LLC

Depositor

$	[	]	%	Class A-1 Asset Backed Notes
$	[	]	%	Class A-2 Asset Backed Notes
$	[	]	%	Class A-3 Asset Backed Notes
$	[	]	%	Class A-4 Asset Backed Notes
$	[	]	%	Class B Asset Backed Notes
$	[	]	%	Class C Asset Backed Notes
$	[	]	%	[Class D Asset Backed Notes]

PROSPECTUS SUPPLEMENT

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

Dealers will deliver a prospectus when acting as underwriters of the offered notes and with respect to their unsold allotments or subscriptions. If requested, all dealers selling the offered notes will deliver a prospectus until 90 days after the date of this prospectus supplement.

Joint Bookrunners

[                         ] [                         ]

Co-Managers

[                         ] [                         ] [                         ]

[                    ], 20[    ]

Part II

Information not Required in Prospectus

Item 14. Other Expenses of Issuance and Distribution.

The following is an itemized list of the estimated expenses to be incurred in connection with the offering of the securities being registered hereunder, other than underwriting discounts and commissions:

SEC registration fee	$	116.10
Legal fees and expenses		*
Accounting fees and expenses		*
Blue sky fees and expenses		*
Rating Agency fees		*
Trustees’ fees and expenses		*
Printing expenses		*
Miscellaneous expenses		*
Total	$	*

* To be filed by amendment.

Item 15. Indemnification of Directors and Officers.

Section 18-108 of the Delaware Limited Liability Company Act provides that, subject to the standards and restrictions, if any, as are described in its limited liability company agreement, a limited liability company may, and shall have the power to, indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever.

CarMax Auto Funding LLC (the “Registrant”) was formed under the laws of the State of Delaware and has undertaken in its limited liability company agreement to indemnify, to the maximum extent permitted by the Delaware Limited Liability Company Act as from time to time amended, any currently acting or former manager, director, officer, employee and agent of the Registrant against any and all liabilities incurred in connection with their services in such capacities.

Insofar as indemnification by the Registrant for liabilities arising under the Securities Act may be permitted to managers, directors, officers, employees, agents and controlling persons of the Registrant pursuant to the foregoing, the Registrant has been advised that in the opinion of the Securities and Exchange Commission this indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

The Registrant also maintains insurance providing for payment, subject to certain exceptions, on behalf of officers and directors of the Registrant of money damages incurred as a result of legal actions instituted against them in their capacities as such officers or directors (whether or not such person could be indemnified against such liabilities under the Delaware Limited Liability Company Act).

Under the terms of the proposed form of Underwriting Agreement, the underwriters have undertaken in certain circumstances to indemnify certain controlling persons of the Registrant, including its officers and directors, against liabilities incurred under the Securities Act of 1933, as amended. The Registrant has been advised that in the opinion of the Securities and Exchange Commission this indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

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Item 16. Exhibits.

A list of exhibits filed herewith or incorporated by reference is contained in the Exhibit Index which is incorporated herein by reference.

Item 17. Undertakings.

(a) As to Rule 415: The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the “Securities Act”);

(ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement; provided further, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment is provided pursuant to Item 1100(c) of Regulation AB (§ 229.1100(c));

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act to any purchaser:

(i) If the Registrant is relying on Rule 430B of the Securities Act:

(A) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) of the Securities Act shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) of the Securities Act as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) of the Securities Act for the purpose of providing the information required by section 10(a) of the Securities Act shall be deemed to be part of and

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included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or

(ii) If the registrant is subject to Rule 430C of the Securities Act, each prospectus filed pursuant to Rule 424(b) as part of this registration statement, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in this registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(5) That, for the purpose of determining liability under the Securities Act to any purchaser in the initial distribution of the securities: The undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424 of the Securities Act;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.

(b) As to documents subsequently filed that are incorporated by reference:

The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) As to indemnification:

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions described under Item 15 above, or

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otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

(d) As to Rule 430A: The undersigned Registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this Registration Statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this Registration Statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(e) As to qualification of trust indentures under the Trust Indenture Act of 1939 for delayed offerings:

The undersigned Registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection(a) of Section 310 of the Trust Indenture Act of 1939, as amended, in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Trust Indenture Act of 1939.

(f) As to filings regarding asset-backed securities incorporating by reference subsequent Exchange Act documents by third parties:

The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the annual report pursuant to section 13(a) or section 15(d) of the Exchange Act of a third party that is incorporated by reference in the registration statement in accordance with Item 1100(c)(1) of Regulation AB (17 CFR 229.1100(c)(1)) shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(g) As to filings regarding asset-backed securities that provide certain information through an Internet Web site:

The undersigned Registrant hereby undertakes that, except as otherwise provided by Item 1105 of Regulation AB (17 CFR 229.1105), information provided in response to that Item pursuant to Rule 312 of Regulation S-T (17 CFR 232.312) through the specified Internet address in the prospectus is deemed to be a part of the prospectus included in the registration statement. In addition, the undersigned Registrant hereby undertakes to provide to any person without charge, upon request, a copy of the information provided in response to Item 1105 of Regulation AB pursuant to Rule 312 of Regulation S-T through the specified Internet address as of the date of the prospectus included in the registration statement if a subsequent update or change is made to the information.

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Signatures

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of Goochland, the Commonwealth of Virginia, on June 17, 2011.

CARMAX AUTO FUNDING LLC
By:	/s/ Keith D. Browning
	Keith D. Browning President

Each person whose signature appears below hereby constitutes and appoints Keith D. Browning and Thomas W. Reedy, or either of them, as his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities to sign and file any or all amendments (including post-effective amendments) to this Registration Statement (or any related registration statement that is to be effective upon filing pursuant to Rule 462(b) as promulgated under the Securities Act of 1933, as amended), with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the foregoing, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them, or their substitute or his substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated:

Signature	Title	Date
/s/ Keith D. Browning Keith D. Browning	Director and President (Principal Executive Officer)	June 17, 2011
/s/ Thomas W. Reedy Thomas W. Reedy	Director and Treasurer (Principal Financial Officer and Principal Accounting Officer)	June 17, 2011
/s/ Eric M. Margolin Eric M. Margolin	Director	June 17, 2011
/s/ Bernard J. Angelo Bernard J. Angelo	Director	June 17, 2011
/s/ Frank B. Bilotta Frank B. Bilotta	Director	June 17, 2011

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Exhibit Index

1.1	Form of Underwriting Agreement
3.1	Certificate of Formation of the Registrant*
3.2	Amended and Restated Limited Liability Company Agreement of the Registrant**
4.1	Form of Indenture between the Issuing Entity and the Indenture Trustee (including form of Notes)
4.2	Form of Trust Agreement of the Issuing Entity
5.1	Opinion of McGuireWoods LLP with respect to legality
8.1	Opinion of McGuireWoods LLP with respect to certain tax matters
23.1	Consent of McGuireWoods LLP (included in Exhibit 5.1)
23.2	Consent of McGuireWoods LLP (included in Exhibit 8.1)
24.1	Power of Attorney (included on signature page)
25.1	Statement of Eligibility on Form T-1 of Trustee***
99.1	Form of Sale and Servicing Agreement among the Issuing Entity, Registrant, the Servicer and the Backup Servicer
99.2	Form of Receivables Purchase Agreement between CarMax Business Services, LLC and the Registrant
99.3	Form of Administration Agreement among the Issuing Entity, the Administrator and the Indenture Trustee

* This exhibit is incorporated by reference from the CarMax Auto Funding LLC registration statement on Form S-3 (File No. 333-107925) originally filed on August 13, 2003.

** This exhibit is incorporated by reference from the CarMax Auto Funding LLC registration statement on Form S-3 (File No. 333-127189) originally filed on August 4, 2005.

*** To be filed pursuant to Section 305(b)(2) of the Trust Indenture Act of 1939 at the time of an offering of notes.

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EX-1.1

EXHIBIT 1.1 – FORM OF UNDERWRITING AGREEMENT

$[            ]

CARMAX AUTO OWNER TRUST 20[    ]-[    ]

$[            ] [            ]% Class A-1 Asset Backed Notes

$[            ] [            ]% Class A-2[a] Asset Backed Notes

[$[            ] LIBOR + [            ]% Class A-2b Asset Backed Notes]

$[            ] [            ]% Class A-3 Asset Backed Notes

$[            ] [            ]% Class A-4 Asset Backed Notes

$[            ] [            ]% Class B Asset Backed Notes

$[            ] [            ]% Class C Asset Backed Notes

[$[            ] [            ]% Class D Asset Backed Notes]

CARMAX AUTO FUNDING LLC

Depositor

CARMAX BUSINESS SERVICES, LLC

Servicer

UNDERWRITING AGREEMENT

[                    ], 20[    ]

[                    ]

as Representative of the several

Underwriters named in Schedule A hereto

[                    ]

[                    ]

Ladies and Gentlemen:

CarMax Auto Funding LLC, a Delaware limited liability company (the “Depositor”), confirms its agreement with [                    ], as representative (the “Representative”) of the several underwriters named in Schedule A hereto (together with any underwriter substituted as hereinafter provided in Section 11, the “Underwriters”), with respect to the sale by the Depositor to the Underwriters, and the purchase by the Underwriters, acting severally and not jointly, of $[            ] aggregate principal amount of [            ]% Class A-1 Asset Backed Notes (the “Class A-1 Notes”), $[            ] aggregate principal amount of [            ]% Class A-2[a][a] Asset Backed Notes (the “Class A-2[a] Notes”), [$[            ] aggregate principal amount of LIBOR + [            ]% Class A-2b Asset Backed Notes (the “Class A-2b Notes”),] $[            ] aggregate principal amount of [            ]% Class A-3 Asset Backed Notes (the “Class A-3 Notes”), $[            ] aggregate principal amount of [            ]% Class A-4 Asset Backed Notes (the “Class A-4 Notes”), $[            ] aggregate principal amount of [            ]% Class B Asset Backed Notes (the “Class B Notes”), $[            ] aggregate principal amount of [            ]% Class C Asset Backed Notes (the “Class C Notes”) [and

$[            ] aggregate principal amount of [            ]% Class D Asset Backed Notes (the “Class D Notes”], and, together with the Class A-1 Notes, the Class A-2[a] Notes, [the Class A-2b Notes], the Class A-3 Notes, the Class A-4 Notes, the Class B Notes and the Class C Notes, the “Notes”) of CarMax Auto Owner Trust 20[    ]-[    ] (the “Trust”) under the terms and conditions contained herein. The Notes will be issued pursuant to an indenture, dated as of [                    ], 20[    ] (the “Indenture”), between the Trust and [                    ], as trustee (the “Indenture Trustee”).

The Depositor understands that the Underwriters propose to make a public offering of the Notes as soon as the Representative deems advisable after this Agreement has been executed and delivered and the Indenture has been qualified under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”).

Simultaneously with the issuance and sale of the Notes as contemplated herein, the Trust will issue the CarMax Auto Owner Trust 20[    ]-[    ] Asset Backed Certificates (the “Certificates” and, together with the Notes, the “Securities”). The Trust was created and the Certificates will be issued pursuant to an amended and restated trust agreement, dated as of [                    ], 20[    ] (the “Trust Agreement”), among the Depositor, [                    ], as trustee (the “Owner Trustee”), and [                    ], as Delaware trustee (the “Delaware Trustee”). Each Note will represent an obligation of the Trust, each Certificate will represent an undivided beneficial interest in the Trust and the Certificates will be subordinated to the Notes to the extent described in the Indenture and the Trust Agreement.

The assets of the Trust will include, among other things, (i) a pool of motor vehicle retail installment sale contracts (the “Receivables”) secured by the new and used motor vehicles financed thereby (the “Financed Vehicles”), (ii) certain monies payable under the Receivables after [                    ], 20[    ], (iii) security interests in the Financed Vehicles, (iv) amounts on deposit in certain accounts, (v) certain rights under a receivables purchase agreement, dated as of [                    ], 20[    ] (the “Receivables Purchase Agreement”), between CarMax Business Services, LLC (“CarMax LLC”) and the Depositor, pursuant to which CarMax LLC will sell the Receivables to the Depositor, (vi) certain rights under a sale and servicing agreement, dated as of [                    ], 20[    ] (the “Sale and Servicing Agreement”), among the Trust, the Depositor, CarMax LLC, as servicer (in such capacity, the “Servicer”), and [                    ], as backup servicer, pursuant to which the Receivables and other property of the Trust will be sold to the Trust and the Receivables will be serviced by the Servicer, [(vii) certain rights with respect to the interest rate swap entered into with respect to the Class A-2b Notes (the “Swap Agreement”)] and (viii) and all proceeds of the foregoing. Pursuant to the Indenture, the Trust Estate will be held by the Indenture Trustee on behalf of the holders of the Notes. Pursuant to an administration agreement, dated as of [                    ], 20[    ] (the “Administration Agreement”), among CarMax LLC, as administrator (in such capacity, the “Administrator”), the Trust and the Indenture Trustee, the Administrator will perform certain administrative obligations of the Trust under the Indenture. The Indenture, the Trust Agreement, the Administration Agreement, the Sale and Servicing Agreement, [the Swap Agreement] and the Receivables Purchase Agreement are referred to herein collectively as the “Basic Documents”. Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the Indenture or the Sale and Servicing Agreement, as the case may be.

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The Depositor has prepared and filed with the Securities and Exchange Commission (the “Commission”), a registration statement on Form S-3 (File No. 333-[            ]), including a base prospectus and a form of preliminary prospectus supplement relating to the offering of asset backed notes and asset backed certificates, issued in series from time to time in accordance with Rule 415 (“Rule 415”) of the rules and regulations of the Commission (the “Securities Act Regulations”) under the Securities Act of 1933, as amended (the “Securities Act”). Such registration statement covers the registration of the Notes under the Securities Act and has been declared effective by the Commission.

Promptly after execution and delivery of this Agreement, the Depositor will prepare and file with the Commission a final base prospectus and a final prospectus supplement relating to the Notes in accordance with the provisions of Rule 430B of the Securities Act Regulations (“Rule 430B”) and paragraph (b) of Rule 424 of the Securities Act Regulations (“Rule 424(b)”). Any information included in such base prospectus and prospectus supplement that was omitted from the registration statement at the time it became effective but that is deemed to be part of and included in such registration statement pursuant to Rule 430B is referred to as “Rule 430B Information”. Such registration statement, at any given time, including the amendments thereto to such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference pursuant to the Securities Act at such time and documents otherwise deemed to be a part thereof or included therein by the Securities Act Regulations, is herein called the “Registration Statement”.

“Base Prospectus” means the base prospectus included in the Registration Statement, as amended at the time of the filing of the Prospectus. “Preliminary Prospectus” means the Base Prospectus and the Preliminary Prospectus Supplement (including the information referred to under the caption “CarMax—Static Pool Information About Previous Securitizations” therein regardless of whether such information is deemed a part of the Registration Statement or Prospectus), used in connection with the offering of the Notes that omitted the Rule 430B Information and is used prior to the filing of the Prospectus. “Prospectus” means the prospectus supplement (including the information referred to under the caption “CarMax—Static Pool Information About Previous Securitizations” therein regardless of whether such information is deemed a part of the Registration Statement or Prospectus) to the Base Prospectus that is first filed after the Time of Sale pursuant to Rule 424(b), together with the Base Prospectus, as amended at the time of such filing, including the documents incorporated by reference therein pursuant to the Securities Act at the Time of Sale. “Prospectus Supplement” means the prospectus supplement to the Base Prospectus included in the Prospectus. “Preliminary Prospectus Supplement” means the preliminary prospectus supplement, dated [                    ], 20[    ], included in the Preliminary Prospectus.

“Issuer Free Writing Prospectus” means any “issuer free writing prospectus”, as defined in Rule 433 of the Securities Act Regulations (“Rule 433”), relating to the Notes that (i) is required to be filed with the Commission by the Depositor, (ii) is a “road show that is a written communication” within the meaning of Rule 433(d)(8)(i), whether or not required to be filed with the Commission, (iii) is exempt from filing pursuant to Rule 433(d)(5)(i) because it contains a description of the Notes or of the offering that does not reflect the final terms, in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the

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form retained in the Depositor’s records pursuant to Rule 433(g) and (iv) the free writing prospectus dated [                    ], 20[    ] (the “Ratings Free Writing Prospectus”).

“Issuer General Use Free Writing Prospectus” means any Issuer Free Writing Prospectus that is intended for general distribution to prospective investors, and is specified in Schedule B hereto. “Issuer Limited Use Free Writing Prospectus” means any Issuer Free Writing Prospectus that is not an Issuer General Use Free Writing Prospectus.

At or prior to the time when sales to purchasers of the Notes were first made by the Underwriters, which was approximately [            ] p.m., New York City time, on [                    ], 20[    ] (the “Time of Sale”), the Depositor had prepared (i) the Issuer General Use Free Writing Prospectus(es) issued at or prior to the Time of Sale and (ii) the Preliminary Prospectus, dated [                    ], 20[    ] and (iii) the information contained on Schedule C hereto (collectively, the “Time of Sale Information”). If, at or subsequent to the Time of Sale and prior to the Closing Time, such information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and as a result investors in the Notes may terminate their old “Contracts of Sale” (as that term is used in Rule 159 under the Securities Act) for any Notes and the Underwriters enter into new Contracts of Sale with investors in the Notes, then “Time of Sale Information” will refer to the information conveyed to investors at the time of entry into the first such new Contract of Sale in connection with an amended Preliminary Prospectus approved by the Depositor and the Representative that corrects such material misstatements or omissions (a “Corrected Prospectus”) and “Time of Sale” will refer to the time and date on which such new Contracts of Sale were entered into.

All references in this Agreement to financial statements and schedules and other information which is “contained”, “included” or “stated” in the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or any Corrected Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which are or are deemed to be incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or any Corrected Prospectus, as the case may be. All references in this Agreement to the terms “amend”, “amendments” or “supplements” with respect to the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or any Corrected Prospectus shall be deemed to mean and include the filing of any documents under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), after the effective date (the “Effective Date”) of the Registration Statement or the issue date of the Base Prospectus, any Preliminary Prospectus, the Prospectus or any Corrected Prospectus, as the case may be, which are or are deemed to be incorporated by reference therein or otherwise deemed by the Securities Act Regulations to be a part thereof or included therein. For purposes of this Agreement, all references to the Registration Statement, any Preliminary Prospectus, the Prospectus, the Corrected Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis, and Retrieval system (“EDGAR”).

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Section 1. Representations and Warranties.

(a) Representations and Warranties by the Depositor. The Depositor represents and warrants to the Underwriters as of the date hereof, the Time of Sale and as of the Closing Time referred to in Section 2(b) and agrees with the Underwriters as follows:

(i) Compliance with Registration Requirements. The Depositor meets the requirements for use of Form S-3 under the Securities Act. If the Registration Statement contains the undertaking specified by Regulation S-K Item 512(a), the Registration Statement, at the Time of Sale, meets the requirements set forth in Rule 415(a)(1)(x). At the time the Registration Statement was originally filed, at the earliest time thereafter that the Depositor or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the Securities Act Regulations) of the Notes and at the date hereof and at the date the Depositor delivers or causes to be delivered each Issuer General Use Free Writing Prospectus, the Depositor was not, is not and will not be an “ineligible issuer”, as defined in Rule 405 of the Securities Act Regulations.

(ii) Registration Statement, Prospectus and Disclosure at Time of Sale.

(A) The Registration Statement became effective on [                    ], 20[    ], and any post-effective amendment thereto also has become effective. No stop order suspending the effectiveness of the Registration Statement has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Depositor, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. The Indenture has been duly qualified under the Trust Indenture Act.

(B) At the respective times the Registration Statement and each amendment thereto became effective, at each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) and at the Closing Time, the Registration Statement complied and will comply in all material respects with the requirements of the Securities Act, the Securities Act Regulations, the Trust Indenture Act and the rules and regulations of the Commission under the Trust Indenture Act (the “Trust Indenture Act Regulations”) and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.

(C) When filed with the Commission, each Preliminary Prospectus (including the prospectus and prospectus supplement filed as part of the Registration Statement or any amendment thereto) complied when so filed in all material respects with the Securities Act Regulations, and each Preliminary Prospectus and the Prospectus delivered to the Underwriters for use in connection with the offering of the Notes will, at the time of such delivery, be identical to any electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.

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(D) When filed with the Commission, the Prospectus shall include all information with respect to the offering of the Notes required by the Securities Act and the Securities Act Regulations and shall be in all substantive respects in the form furnished to the Representative prior to the Time of Sale or, to the extent not completed at the Time of Sale, shall contain only such specific additional information and other changes (beyond those contained in the latest preliminary base prospectus and preliminary prospectus supplement, if any, that have been previously furnished to the Representative) as the Depositor has advised the Representative, prior to the Time of Sale, will be included or made therein.

(E) The Preliminary Prospectus, at the date thereof, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, that no representation or warranty is made with respect to the omission of information in the Preliminary Prospectus regarding the amount of the Notes or pricing and price-dependent information.

(F) Neither the Prospectus nor any amendment or supplement thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(G) As of the Time of Sale and the Closing Time neither (1) the Time of Sale Information nor (2) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Time of Sale Information, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(H) Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the public offer and sale of the Notes or until any earlier date that the Depositor notified or notifies the Representative as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement or the Prospectus, including any document incorporated by reference therein and any Preliminary Prospectus or other prospectus deemed to be a part thereof that has not been superseded or modified.

(I) If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement or included or would include an untrue statement of a material fact or omitted or would omit to state a material

6

fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading, the Depositor will promptly notify the Representative and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission.

The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement, the Prospectus, any Issuer Free Writing Prospectus or the Time of Sale Information made in reliance upon and in conformity with the Underwriters’ Information (as defined in Section 7(a)).

(iii) Incorporated Documents. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission thereunder (the “Exchange Act Regulations”) and, when read together with the other information in the Prospectus, at the Effective Date, at the Time of Sale and at the Closing Time, did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

(iv) No Material Adverse Change. Since the respective dates as of which information is given in the Registration Statement, the Time of Sale Information and the Prospectus, except as otherwise set forth therein, (A) there has been no Material Adverse Effect with respect to the Depositor and (B) there have been no transactions entered into by the Depositor, other than those in the ordinary course of business, which are material with respect to it. As used herein, the term “Material Adverse Effect” means, when used with respect to either the Depositor or CarMax LLC, as the case may be, a material adverse change in its condition, financial or otherwise, or in its earnings, business affairs or business prospects, whether or not arising in the ordinary course of business, or in its ability to perform its obligations under this Agreement and each Basic Document to which it is a party.

(v) Due Organization. The Depositor has been duly formed and is validly existing as a limited liability company under the laws of the State of Delaware, and all filings required at the date hereof under the Delaware Limited Liability Company Act (6 Del. C. §18-101, et seq.) (the “LLC Act”) with respect to the due formation and valid existence of the Depositor as a limited liability company have been made; the Depositor has all requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus and to enter into and to perform its obligations under each Basic Document to which it is a party (collectively, the “Depositor Agreements”), this Agreement and the Securities; and the Depositor is duly qualified or registered as a foreign limited liability company to transact business and is in good standing in each jurisdiction in which such qualification or registration is required, whether by reason of the ownership of property or the conduct of business, except where the failure to so qualify or register or to be in good standing would not result in a Material Adverse Effect.

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(vi) Authorization of this Agreement. This Agreement has been duly authorized, executed and delivered by the Depositor.

(vii) Authorization of Basic Documents. As of the Closing Time, each Depositor Agreement has been duly authorized, executed and delivered by the Depositor, and, assuming the due authorization, execution and delivery thereof by the other parties thereto, will constitute a valid and binding agreement of the Depositor, enforceable against it in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting enforcement of creditors’ rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law).

(viii) Issuance of the Notes. The Notes have been duly authorized and, at the Closing Time, will have been duly executed and, when authenticated, issued and delivered in the manner provided for in the Indenture and delivered against payment of the purchase price therefor as provided in this Agreement, will constitute valid and binding obligations of the Trust, enforceable against the Trust in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting enforcement of creditors’ rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law), and will be in the form contemplated by, and entitled to the benefits of, the Indenture.

(ix) Issuance of the Certificates. The Certificates have been duly authorized and, at the Closing Time, will have been duly executed and, when authenticated, issued and delivered in the manner provided for in the Trust Agreement, will be validly issued, fully paid, non-assessable and outstanding and will be in the form contemplated by, and entitled to the benefits of, the Trust Agreement.

(x) Description of the Securities and Basic Documents. The Securities and the Basic Documents conform in all material respects to the descriptions thereof and the statements relating thereto contained in the Registration Statement and the Prospectus.

(xi) Absence of Defaults and Conflicts. The Depositor is not in violation of its limited liability company agreement or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which it is a party or by which it may be bound, or to which any of its properties, operations or assets is subject (collectively, the “Depositor Agreements and Instruments”), except for violations or defaults that, individually or in the aggregate, would not result in a Material Adverse Effect with respect to the Depositor; and the execution, delivery and performance by the Depositor of the Depositor Agreements, this Agreement and the Securities, the consummation of the transactions contemplated herein or therein, in the Registration Statement or in the Prospectus (including the sale of the Notes to the Underwriters pursuant to the terms of this Agreement and the use of proceeds therefrom as described under the heading “Use of Proceeds” in the Prospectus)

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and compliance by it with its obligations hereunder and thereunder have been duly and validly authorized by all necessary action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, a default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, mortgage, pledge, charge, encumbrance, adverse claim or other security interest (collectively, “Liens”) upon any of its property or assets pursuant to the Depositor Agreements and Instruments except for Liens permitted by the Basic Documents and conflicts, breaches or defaults that, individually or in the aggregate, will not result in a Material Adverse Effect with respect to the Depositor, nor will such action result in any violation of the provisions of its limited liability company agreement or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Depositor or any of its assets, properties or operations. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Depositor or CarMax LLC, as the case may be.

(xii) Absence of Proceedings. There is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending or, to the knowledge of the Depositor, threatened, against or affecting the Depositor which is required to be disclosed in the Registration Statement and the Prospectus (other than as stated therein or stated in a document incorporated by reference therein), or which might reasonably be expected to result in a Material Adverse Effect with respect to the Depositor; the aggregate of all pending legal or governmental proceedings to which the Depositor is a party or of which any of its properties or assets is the subject which are not described in the Registration Statement and the Prospectus, including ordinary routine litigation incidental to the business, could not reasonably be expected to result in a Material Adverse Effect with respect to the Depositor.

(xiii) Accuracy of Exhibits. There are no contracts or documents which are required to be described in the Registration Statement, the Prospectus or the documents incorporated by reference therein which have not been so described and filed as required.

(xiv) Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court, governmental authority or agency or any other person is necessary in connection with (A) the issuance of the Securities or the offering and sale of the Notes, (B) the authorization, execution, delivery and performance by the Depositor of the Depositor Agreements or this Agreement or (C) the consummation by the Depositor of the transactions contemplated hereby or thereby, except such as have been obtained and are in full force and effect as of the Closing Time.

(xv) Possession of Licenses and Permits. The Depositor possesses or, as of the Closing Time, has applied for, such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business

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now operated by it; the Depositor is in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, have a Material Adverse Effect with respect to the Depositor; except for Governmental Licenses that have been applied for as of the Closing Time, all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not have a Material Adverse Effect with respect to the Depositor or would not render a material portion of the Receivables unenforceable; and the Depositor has not received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect with respect to the Depositor or would render a material portion of the Receivables unenforceable.

(xvi) Title to Receivables; Payment of Fees. As of the Closing Time, the (A) Depositor will have good and marketable title to the Receivables listed in Schedule 1 to the Sale and Servicing Agreement, free and clear of any Lien, (B) Depositor’s assignment and delivery of the Receivables to the Trust will vest in the Trust the good and marketable title purported to be conveyed thereby to, (C) Trust will be the sole owner of each Receivable free and clear of Liens other than the Lien in favor of the Indenture Trustee under the Indenture and (D) Trust’s Grant of the Collateral to the Indenture Trustee pursuant to the Indenture will vest in the Indenture Trustee, for the benefit of the Noteholders, a first priority perfected security interest therein, subject to no prior Lien; and all taxes, fees and other governmental charges arising in connection with the transactions contemplated by this Agreement and the Basic Documents and with the execution and delivery of the Receivables, including any amendments thereto and assignments and/or endorsements thereof, have been paid by the Depositor.

(xvii) Investment Company Act. Neither the Trust nor the Depositor is required to be registered as an “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

(xviii) Incorporation of Representations and Warranties. The representations and warranties of the Depositor in each Depositor Agreement are true and correct in all material respects and are hereby incorporated by reference herein and restated for the benefit of the Underwriters with the same effect as if set forth in full herein.

(b) Representations and Warranties by CarMax LLC. CarMax LLC represents and warrants to the Underwriters as of the date hereof and as of the Closing Time that the representations and warranties of the Depositor set forth in Section 1(a) are true and correct as of the time made and further represents and warrants to and agrees with the Underwriters as follows:

(i) Due Organization. CarMax LLC has been duly formed and is validly existing as a limited liability company under the laws of the State of Delaware, and all filings required at the date hereof under the LLC Act with respect to the due formation and valid existence of CarMax LLC as a limited liability company have been made;

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CarMax LLC is duly qualified or registered as a foreign limited liability company to transact business, and is in good standing, in each jurisdiction where the character of its properties or the nature of its activities makes such qualification necessary, except such jurisdictions, if any, in which the failure to be so qualified will not have a material adverse effect on either the business or properties of CarMax LLC or on the ability of CarMax LLC to perform its obligations under each Basic Document to which it is a party (collectively, the “CarMax Agreements”) and this Agreement; CarMax LLC has the requisite power and authority to own its properties and conduct its business as described in the Prospectus and to enter into and perform its obligations under each CarMax Agreement; and CarMax LLC holds all material licenses, certificates and permits from all governmental authorities necessary for the conduct of its business as described in the Prospectus.

(ii) Authorization of this Agreement. This Agreement has been duly authorized, executed and delivered by CarMax LLC.

(iii) Authorization of Basic Documents. As of the Closing Time, each CarMax Agreement has been duly authorized, executed and delivered by CarMax LLC, and, assuming the due authorization, execution and delivery thereof by the other parties thereto, will constitute a valid and binding agreement of CarMax LLC, enforceable against it in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting enforcement of creditors’ rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law).

(iv) Absence of Defaults and Conflicts. CarMax LLC is not in violation of its limited liability company agreement or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which it is a party or by which it may be bound, or to which any of its properties, operations or assets is subject (collectively, the “CarMax Agreements and Instruments”), except for violations or defaults that, individually or in the aggregate, would not result in a Material Adverse Effect with respect to CarMax LLC; and the execution, delivery and performance by CarMax LLC of the CarMax Agreements and this Agreement, the consummation of the transactions contemplated herein or therein, in the Registration Statement or in the Prospectus and compliance by it with its obligations hereunder and thereunder have been duly and validly authorized by all necessary action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, a default or Repayment Event under, or result in the creation or imposition of any Lien upon any of its property or assets pursuant to the CarMax Agreements and Instruments except for Liens permitted by the Basic Documents and conflicts, breaches or defaults that, individually or in the aggregate, will not result in a Material Adverse Effect with respect to CarMax LLC, nor will such action result in any violation of the provisions of its articles of incorporation or bylaws or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any

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government, government instrumentality or court, domestic or foreign, having jurisdiction over CarMax LLC or any of its assets, properties or operations.

(v) Absence of Proceedings. There is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending or, to the knowledge of CarMax LLC, threatened, against or affecting CarMax LLC which is or which might reasonably be expected to result in a Material Adverse Effect with respect to CarMax LLC; the aggregate of all pending legal or governmental proceedings to which CarMax LLC is a party or of which any of its properties, operations or assets is the subject which are not described in the Prospectus, including ordinary routine litigation incidental to the business, could not reasonably be expected to result in a Material Adverse Effect with respect to CarMax LLC.

(vi) Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court, governmental authority or agency or any other person is necessary in connection with (A) the issuance of the Securities or the offering and sale of the Notes, (B) the authorization, execution, delivery and performance by CarMax LLC of the CarMax Agreements or this Agreement or (C) the consummation by CarMax LLC of the transactions contemplated hereby or thereby, except such as have been obtained and are in full force and effect as of the Closing Time.

(vii) Possession of Licenses and Permits. CarMax LLC possesses or, as of the Closing Time, has applied for, such Governmental Licenses issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by it; CarMax LLC is in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, have a Material Adverse Effect with respect to CarMax LLC; except for Governmental Licenses that have been applied for as of the Closing Time, all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not have a Material Adverse Effect with respect to CarMax LLC or would not render a material portion of the Receivables unenforceable; and CarMax LLC has not received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect with respect to CarMax LLC or would render a material portion of the Receivables unenforceable.

(viii) Title to Receivables; Payment of Fees. As of the Closing Time, CarMax LLC will have good and marketable title to the Receivables listed in Schedule A to the Receivables Purchase Agreement, free and clear of any Lien; and CarMax LLC’s sale and delivery of the Receivables to the Depositor will vest in the Depositor the good and marketable title purported to be conveyed thereby.

(ix) No Material Adverse Change. Since the date as of which information is given in the Prospectus, except as otherwise set forth therein, (A) there has been no

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Material Adverse Effect with respect to CarMax LLC and (B) there have been no transactions entered into by CarMax LLC, other than those in the ordinary course of business, which are material with respect to it.

(x) Incorporation of Representations and Warranties. The representations and warranties of CarMax LLC in each CarMax Agreement are true and correct in all material respects and are hereby incorporated by reference herein and restated for the benefit of the Underwriters with the same effect as if set forth in full herein.

(xi) 17g-5 Representation. CarMax LLC has provided a written representation (the “17g-5 Representation”) to each nationally recognized statistical rating organization hired by CarMax LLC to rate the Notes (collectively, the “Hired NRSROs”), which satisfies the requirements of paragraph (a)(3)(iii) of Rule 17g-5 of the Exchange Act (“Rule 17g-5”) and a copy of which has been delivered to the Representative. CarMax LLC has complied, and has caused the Depositor to comply, in all material respects with the 17g-5 Representation, other than any breach of the 17g-5 Representation arising from a breach by any of the Underwriters of the representation, warranty and covenant set forth in Section 6(f)(vi).

(c) Officer’s Certificates. Any certificate signed by any officer of CarMax LLC, the Depositor or any of their respective Affiliates and delivered at the Closing Time to the Representative or to counsel for the Underwriters shall be deemed a representation and warranty by CarMax LLC, the Depositor or such Affiliate, as the case may be, to the Underwriters as to the matters covered thereby. When used in this Agreement, the term “Affiliate” shall have the meaning assigned by Rule 501(b) of the Securities Act Regulations.

Section 2. Sale and Delivery to the Underwriters; Closing.

(a) Purchase of Notes. On the basis of the representations, warranties and agreements herein contained and subject to the terms and conditions herein set forth, the Depositor agrees to sell to the Underwriters, and the Underwriters severally and not jointly agree to purchase from the Depositor, the aggregate principal amount of Notes set forth opposite each Underwriter’s name on Schedule A at a purchase price equal to, in the case of (i) the Class A-1 Notes, [            ]% of the principal amount thereof, (ii) the Class A-2[a] Notes, [            ]% of the principal amount thereof, [(iii) the Class A-2b Notes, [            ]% of the principal amount thereof,] (iv) the Class A-3 Notes, [            ]% of the principal amount thereof, (v) the Class A-4 Notes, [            ]% of the principal amount thereof, (vi) the Class B Notes, [            ]% of the principal amount thereof, (vii) the Class C Notes, [            ]% of the principal amount thereof and (vii) [the Class D Notes, [            ]% of the principal amount thereof].

(b) Payment. Payment of the purchase price, and delivery of certificates, for the Notes shall be made at the offices of McGuireWoods LLP, One James Center, 901 East Cary Street, Richmond, Virginia 23219-4030, or at such other place as shall be agreed upon by the Representative and the Depositor, at 10:00 a.m. (New York time) on [            ], 20[    ], or such other time not later than five business days after such date as shall be agreed upon by the Representative and the Depositor (such date and time of payment and delivery being called the

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“Closing Time”). Pursuant to Rule 15c6-1(d) of the Exchange Act Regulations, the parties hereto have agreed that the Closing Time will be not less than five business days following the date hereof.

Each class of Notes will initially be represented by one or more certificates registered in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. Certificates for the Securities shall be made available for examination by the Representative in Richmond, Virginia not later than 1:00 p.m. (New York time) on the business day prior to the Closing Time.

Delivery of the Notes shall be made against payment of the purchase price therefor by wire transfer of immediately available funds to a bank account designated by the Depositor.

Section 3. Agreements of the Depositor. The Depositor (and, with respect to clause (k), CarMax LLC) agrees with each Underwriter and each Underwriter agrees with the Depositor and with CarMax LLC with respect to clause (k), as applicable, as follows:

(a) Compliance with Securities Act Regulations and Commission Requests. The Depositor, subject to Section 3(b), will comply with the requirements of Rules 424(b) and 430B and will notify the Representative immediately, and confirm the notice in writing, of (i) the effectiveness of any post-effective amendment to the Registration Statement or the filing of any supplement or amendment to the Prospectus, (ii) the receipt of any comments from the Commission, (iii) any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or any document incorporated by reference therein or otherwise deemed to be a part thereof or for additional information, (iv) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any Preliminary Prospectus, or of the suspension of the qualification of the Notes for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes and (v) the happening of any event during the period referred to in Section 3(d) which, in the judgment of the Depositor, makes the Registration Statement or the Prospectus contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances existing at the time it is delivered or made available to a purchaser, not misleading. The Depositor will effect the filings required under Rule 424(b), in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), and will take such steps as it deems necessary to ascertain promptly whether the Prospectus transmitted for filing under Rule 424(b) was received for filing by the Commission and, in the event that it was not, it will promptly file the Prospectus. The Depositor will make every reasonable effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment.

(b) Filing of Amendments. The Depositor will give the Representative notice of its intention to file or prepare any amendment to the Registration Statement or any amendment, supplement or revision to either any preliminary prospectus (including any prospectus included in the Registration Statement or amendment thereto at the time it became effective) or to the Prospectus, whether pursuant to the Securities Act, the Exchange Act or otherwise, and the

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Depositor will furnish the Representative with copies of all such documents a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file or use any such document to which the Representative or counsel for the Underwriters shall object.

(c) Delivery of Registration Statements. The Depositor has furnished or will deliver to the Representative and counsel for the Underwriters, without charge, a signed copy of the Registration Statement and of each amendment thereto (including exhibits filed therewith or incorporated by reference therein and documents incorporated or deemed to be incorporated by reference therein or otherwise deemed to be a part thereof) and a signed copy of all consents and certificates of experts, and will also deliver to the Representative, without charge, a conformed copy of the Registration Statement and of each amendment thereto (without exhibits) for each of the Underwriters. The copies of the Registration Statement and each amendment thereto furnished to the Underwriters will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.

(d) Delivery of Offering Documents. The Depositor will deliver to each Underwriter, without charge, as many copies of each Preliminary Prospectus as such Underwriter may reasonably request, and the Depositor hereby consents to the use of such copies for purposes permitted by the Securities Act. The Depositor will furnish to each Underwriter, without charge, during the period when a prospectus is required to be delivered under the Securities Act or the Exchange Act, such number of copies of the Prospectus as such Underwriter may reasonably request. The Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to any electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.

(e) Continued Compliance with Securities Laws. The Depositor will comply with the Securities Act and the Securities Act Regulations, the Exchange Act and the Exchange Act Regulations and the Trust Indenture Act Regulations so as to permit the completion of the distribution of the Notes as contemplated in this Agreement, the Basic Documents, the Registration Statement and the Prospectus. If at any time when a prospectus is required by the Securities Act to be delivered in connection with sales of the Notes, any event shall occur or condition shall exist as a result of which it is necessary, in the opinion of counsel for the Underwriters or counsel to the Depositor, to amend the Registration Statement or amend or supplement the Prospectus in order that the Prospectus will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances existing at the time it is delivered to a purchaser, or if it shall be necessary, in the opinion of such counsel, at any such time to amend the Registration Statement or amend or supplement the Prospectus in order to comply with the requirements of the Securities Act or the Securities Act Regulations, the Depositor will promptly prepare and file with the Commission, subject to the review and approval provisions afforded to the Representative described in Section 3(b), such amendment or supplement as may be necessary to correct such statement or omission or to make the Registration Statement or the Prospectus comply with such requirements, the Depositor will use its best efforts to have such amendment declared effective as soon as practicable and the Depositor will furnish to the Underwriters, without charge, such number of copies of such amendment or supplement as the Underwriters may reasonably request. If at any time following issuance of an Issuer Free Writing Prospectus

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there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading, the Depositor will promptly notify the Representative and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission.

(f) State Securities Law Qualifications. The Depositor will use its best efforts, in cooperation with the Underwriters, in arranging for the registration and qualification of the Notes for offering and sale and the determination of their eligibility for investment, as the case may be, under the laws of such jurisdictions as the Underwriters designate and will continue to assist the Underwriters in maintaining such registrations and qualifications in effect for a period of not less than one year from the date of the Prospectus and in filing such consents to service of process or other documents as may be necessary in order to effect such registrations and qualifications; provided, however, that the Depositor shall not be obligated to file any general consent to service of process or to qualify as a foreign limited liability company or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. The Depositor will also supply the Underwriters with such information as is necessary for the determination of the legality of the offering and sale of the Notes for investment under the laws of such jurisdictions as the Underwriters may reasonably request.

(g) Earnings Statement. The Depositor will timely file such reports pursuant to the Exchange Act as are necessary in order to cause the Trust to make generally available to holders of the Notes as soon as practicable an earnings statement for the purposes of, and to provide to the Underwriters the benefits contemplated by, the last paragraph of Section 11(a) of the Securities Act and Rule 158 under the Securities Act.

(h) Use of Proceeds. The Depositor shall cause the Trust to use the net proceeds received by it from the sale of the Notes in the manner specified in the Base Prospectus under “Use of Proceeds”.

(i) Reports, Statements and Certificates. So long as any Notes are outstanding, the Depositor shall deliver or cause to be delivered to the Underwriters, as soon as copies become available, copies of (i) each payment date certificate delivered to Securityholders pursuant to Section 4.9 of the Sale and Servicing Agreement, (ii) the annual statements of compliance, annual independent certified public accountants’ reports and annual opinions of counsel furnished to the Indenture Trustee or the Owner Trustee pursuant to the Basic Documents, as soon as such statements, reports and opinions are furnished to the Indenture Trustee or the Owner Trustee, as the case may be, (iii) all documents of the Depositor or the Trust required to be filed with the Commission pursuant to the Exchange Act or any order of the Commission thereunder and (iv) such other information concerning CarMax LLC, the Depositor, the Trust or the Securities as the Underwriters may reasonably request from time to time.

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(j) Reporting Requirements. The Depositor, during the period when the Prospectus is required to be delivered under the Securities Act or the Exchange Act, will file all documents required to be filed with the Commission pursuant to the Exchange Act within the time periods required by the Exchange Act and the Exchange Act Regulations.

(k) 17g-5 Representation. CarMax LLC will comply, and will cause the Depositor to comply, with the 17g-5 Representation.

Section 4. Payment of Expenses.

(a) Expenses. The Depositor shall pay all of its own expenses incident to the performance of its obligations under this Agreement, including without limitation (i) the preparation, printing and filing of the Registration Statement, any Preliminary Prospectus, the Prospectus and each amendment or supplement thereto, (ii) the preparation, reproduction and delivery to the Underwriters of this Agreement, any agreement among Underwriters, each Basic Document and each other document as may be required in connection with the issuance and delivery of the Securities or the offering, purchase or sale of the Notes, (iii) the preparation, issuance and delivery of the certificates for the Notes to the Underwriters and the Certificates to the Depositor, (iv) the fees and expenses of the counsel, accountants and other advisors of the Depositor and any of its Affiliates, in connection with the transactions contemplated by this Agreement, (v) the qualification of the Notes under state securities laws in accordance with the provisions of Section 3(f), including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection therewith, (vi) the printing and delivery to the Underwriters of copies of any Preliminary Prospectus, any Issuer Free Writing Prospectus or Free Writing Prospectus consented to by the Depositor and the Representative, the Prospectus and any amendments or supplements thereto, (vii) the fees and expenses of the Owner Trustee and the Indenture Trustee, including the reasonable fees and disbursements of their respective counsel in connection with the transactions contemplated by this Agreement, (viii) any fees payable to rating agencies in connection with the rating of the Notes and (ix) the costs and expenses (including any damages or other amounts payable in connection with legal or contractual liability) associated with the reforming of any contracts for sale of the Notes made by the Underwriters caused by a breach of the representation contained in Section 1(a)(ii)(F); however, the Underwriters shall have provided notice to the Depositor prior to reforming any contracts for sale of the Notes.

(b) Termination of Agreement. If this Agreement is terminated by the Underwriters in accordance with the provisions of Section 5 or Section 10(a)(i), the Depositor shall reimburse the Underwriters for all of their reasonable out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the Underwriters.

Section 5. Conditions of the Obligations of the Underwriters. The obligations of the Underwriters are subject to the accuracy of the representations and warranties of CarMax LLC and the Depositor contained in Section 1 and in certificates of any officer of CarMax LLC, the Depositor or any of their respective Affiliates delivered pursuant to the provisions hereof, to the performance by CarMax LLC and the Depositor of their respective covenants and other obligations hereunder and to the following additional conditions:

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(a) Effectiveness of Registration Statement. The Registration Statement has become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued under the Securities Act and at the Closing Time no proceedings for that purpose shall have been instituted or be pending or threatened by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel for the Underwriters. A prospectus containing information relating to the description of the Securities, the specific method of distribution and similar matters shall have been filed with the Commission in the manner and within the time period required by Rule 424(b) without reliance on Rule 424(b)(8) (or a post-effective amendment providing such information shall have been filed and declared effective in accordance with the requirements of Rule 430B).

(b) Independent Accountants’ Report. At the Closing Time, the Underwriters shall have received from [                    ] two letters, dated as of the date of the Preliminary Prospectus and as of the date of the Prospectus, respectively, in form and substance as previously agreed upon by the Representative and otherwise satisfactory in form and substance to the Underwriters and counsel for the Underwriters, containing statements and information of the type ordinarily included in accountants’ “agreed upon procedures reports” with respect to certain financial, statistical and other information contained in or incorporated by reference into the Prospectus.

(c) Officer’s Certificate. At the Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Prospectus or the Time of Sale Information, any Material Adverse Effect with respect to either CarMax LLC or the Depositor whether or not arising in the ordinary course of business, and the Underwriters shall have received a certificate, dated as of the Closing Time, of an authorized officer of (i) the Depositor to the effect that (A) there has been no such Material Adverse Effect, (B) the representations and warranties in Section 1(a) are true and correct with the same force and effect as though expressly made at and as of the Closing Time, (C) the Depositor has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Time and (D) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted, are pending or, to the best of such officer’s knowledge, are threatened by the Commission and (ii) CarMax LLC to the effect that (A) there has been no such Material Adverse Effect, (B) the representations and warranties in Section 1(b) are true and correct with the same force and effect as though expressly made at and as of the Closing Time and (C) CarMax LLC has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Time.

(d) Opinion of Counsel for CarMax LLC and the Depositor. At the Closing Time, the Underwriters shall have received the favorable opinion, dated as of the Closing Time, of McGuireWoods LLP, counsel for CarMax LLC and the Depositor and special New York counsel to the Trust, in form and substance satisfactory to counsel for the Underwriters, to the effect that:

(i) This Agreement has been duly and validly executed and delivered by each of CarMax LLC and the Depositor.

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(ii) Each CarMax Agreement has been duly and validly executed and delivered by CarMax LLC and constitutes a legal, valid and binding agreement of CarMax LLC, enforceable against CarMax LLC in accordance with its terms, except that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium, receivership, conservatorship and similar laws relating to or affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability (regardless of whether such enforceability is considered in a proceeding in equity or at law).

(iii) Each Depositor Agreement has been duly and validly executed and delivered by the Depositor and each of the Sale and Servicing Agreement and the Receivables Purchase Agreement constitutes a legal, valid and binding agreement of the Depositor, enforceable against the Depositor in accordance with its terms, except that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium, receivership, conservatorship and similar laws relating to or affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability (regardless of whether such enforceability is considered in a proceeding in equity or at law).

(iv) Each Basic Agreement to which the Trust is a party constitutes a legal, valid and binding agreement of the Trust, enforceable against the Trust in accordance with its terms, except that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium, receivership, conservatorship and similar laws relating to or affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability (regardless of whether such enforceability is considered in a proceeding in equity or at law).

(v) The authorization, execution, delivery and performance by CarMax LLC of this Agreement and the CarMax Agreements and the Depositor of this Agreement and the Depositor Agreements and the consummation of the transactions contemplated hereby and thereby, including the issuance and delivery of the Securities and the offering and sale of the Notes do not require the consent, authorization, license, order, registration, qualification, decree or approval of, or any filing with, any court or governmental agency or body having jurisdiction over CarMax LLC or the Depositor (except such consents, authorizations, approvals or filings as have been obtained or made and as are in full force and effect as of the Closing Time or those that may be required under the state securities or blue sky laws of the various states, and except for the filing of UCC-3 partial release statements relating to the release of the existing liens on the Receivables and the other property of the Trust of CarMax LLC’s secured lenders and the filing of UCC-1 financing statements relating to the conveyance of the Receivables and other property of the Trust by the Depositor to the Trust and by the Trust to the Indenture Trustee, which Uniform Commercial Code (“UCC”) financing statement filings are in the process of being made) and do not (A) result in the creation or imposition of any Lien upon any property or assets of CarMax LLC or the Depositor pursuant to the terms of any CarMax Agreement and Instrument or any Depositor Agreement and Instrument, as the case may be, (except for (1) Liens permitted by the Basic Documents and (2) such conflicts, breaches or defaults or liens, charges or encumbrances that would not have a Material Adverse Effect

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on CarMax LLC or the Depositor, as the case may be) and (B) conflict with, violate, result in a breach of or constitute a default under (1) any term or provision of the certificate of formation or limited liability company agreement of CarMax LLC or any term or provision of the limited liability company agreement of the Depositor, (2) in any material respect, any law, statute, order known to such counsel, rule or regulation of any court or governmental agency or body having jurisdiction over CarMax LLC or the Depositor or (3) any CarMax Agreement and Instrument or any Depositor Agreement and Instrument known to such counsel.

(vi) To the best knowledge of such counsel, there is no pending or threatened action, suit or proceeding before any court, administrative agency or other tribunal (A) asserting the invalidity of this Agreement, any Basic Document or the Securities, (B) seeking to prevent the issuance or delivery of the Securities, the offer or sale of the Notes or the consummation by CarMax LLC or the Depositor of the transactions contemplated by this Agreement or any Basic Document or (C) which, if adversely determined, would reasonably be expected to materially and adversely affect the performance by either CarMax LLC or the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any Basic Document.

(vii) Each of CarMax LLC and the Depositor possesses such Governmental Licenses issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them; each of CarMax LLC and the Depositor is in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, have a Material Adverse Effect; all of such Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not have a Material Adverse Effect or would render a material portion of the Receivables unenforceable; and neither CarMax LLC nor the Depositor has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect or would render a material portion of the Receivables unenforceable.

(viii) Assuming that the Notes have been duly executed and delivered by the Trust, authenticated by the Indenture Trustee in accordance with the Indenture and delivered against payment of the consideration specified in this Agreement, the Notes will be validly issued and entitled to the benefits of the Indenture and will constitute valid and binding obligations of the Trust, enforceable against the Trust in accordance with their terms, except as the enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium, receivership, conservatorship and similar laws relating to or affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability (regardless of whether such enforceability is considered in a proceeding in equity or at law).

(ix) To the best knowledge of such counsel, no default by the Depositor exists in the due performance or observance of any obligation, agreement, covenant or

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condition contained in the Depositor Agreements and Instruments, except for defaults that would not result in a Material Adverse Effect with respect to the Depositor.

(x) The Securities, the Receivables Purchase Agreement, the Trust Agreement, the Sale and Servicing Agreement, the Indenture and the Administration Agreement conform in all material respects to the descriptions thereof and the statements relating thereto contained in the Prospectus.

(xi) The information set forth in the Base Prospectus under the heading “Material Legal Issues Relating to the Receivables”, to the extent that they constitute matters of law or legal conclusions with respect thereto, have been reviewed by such counsel and are correct in all material respects.

(xii) Neither the Trust nor the Depositor is now, and immediately following the issuance of the Securities and the sale of the Notes to the Underwriters pursuant to this Agreement will be, required to be registered as an “investment company” under the Investment Company Act.

(xiii) The Indenture has been duly qualified under the Trust Indenture Act.

(xiv) The Receivables Purchase Agreement creates a valid security interest in favor of the Depositor in all right, title and interest of CarMax LLC in, to and under the Receivables and the related property referred to therein.

(xv) The Indenture creates (A) a valid security interest in favor of the Indenture Trustee in the Receivables, the security interests in the Financed Vehicles securing the Receivables and the proceeds of each of the foregoing and (B) a first priority perfected security interest in favor of the Indenture Trustee in all amounts held in each of the Collection Account, the Note Payment Account and the Reserve Account.

(xvi) The Registration Statement has become effective under the Securities Act; the Prospectus has been filed pursuant to Rule 424(b) in the manner and within the time period required by Rule 424(b) (without reference to Rule 424(b)(8)); any required filing of each Issuer Free Writing Prospectus pursuant to Rule 433 has been made in the manner and within the time period required by Rule 433(d); and, to the best of such counsel’s knowledge and information, no stop order suspending the effectiveness of the Registration Statement has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or threatened by the Commission.

(xvii) The Registration Statement and the Prospectus (in each case other than the financial statements and supporting schedules included therein or omitted therefrom and the Trustee’s Statement of Eligibility on Form T-1, as to which such counsel need not express any opinion), as of their respective effective or issue dates, as the case may be, complied as to form in all material respects with the requirements of the Securities Act and the Securities Act Regulations.

Such counsel shall also state that such counsel has examined the Registration Statement, the Preliminary Prospectus and the Prospectus and nothing has come to such

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counsel’s attention that would lead such counsel to believe that: (i) the Registration Statement, at the time it originally became effective, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) the Registration Statement, including the Rule 430B Information, at each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2), contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; or (iii) the Prospectus at the date thereof and at the Closing Time, included or includes any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that in each of clauses (i), (ii) and (iii) such counsel need make no statement with respect to any financial statements and schedules and other financial, numerical, statistical and quantitative information, in each case contained or incorporated by reference therein or omitted therefrom and the Form T-1. In addition, nothing has come to such counsel’s attention that would lead them to believe that the Time of Sale Information, as of the Time of Sale, contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of circumstances under which they were made, not misleading; provided that such counsel need make no statement with respect to any financial statements and schedules and other financial, numerical, statistical and quantitative information, in each case contained or incorporated by reference therein or omitted therefrom and the Form T-1. With respect to statements contained in the Time of Sale Information, any statement contained in any of the constituent documents shall be deemed modified or superseded to the extent any information contained in subsequent constituent documents modifies or replaces such statement. In connection with such counsel’s statements in clause (ii) above, such counsel may assume that the Ratings Free Writing Prospectus is conveyed to all initial and subsequent purchasers of the Notes prior to their entry into a contract of sale for the Notes.

(e) Opinion of Special Delaware Counsel for the Depositor. At the Closing Time, the Underwriters shall have received the favorable opinion, dated as of the Closing Time, of [                    ], special Delaware counsel for the Depositor, in form and substance satisfactory to counsel for the Underwriters, substantially to the effect that:

(i) CarMax LLC is a limited liability company validly existing and in good standing under the laws of the State of Delaware and has the limited liability company power and authority to own its properties and to conduct its business as described in the Prospectus and to execute, deliver and perform its obligations under this Agreement and the CarMax Agreements.

(ii) The execution, delivery and performance by CarMax LLC of this Agreement and the CarMax Agreements have been duly and validly authorized by all necessary limited liability company action on the part of CarMax LLC.

(iii) The Depositor is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware and has the power and

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authority to own its properties and to conduct its business as described in the Prospectus and to execute, deliver and perform its obligations under this Agreement and the Depositor Agreements.

(iv) The Amended and Restated Limited Liability Company Agreement of the Depositor, dated as of December 1, 2004 (the “LLC Agreement”), by CarMax LLC, as the sole equity member (the “Member”) of the Depositor, and the special members named therein, constitutes a legal, valid and binding agreement of the Member, and is enforceable against the Member in accordance with its terms, except as the enforcement thereof may be subject to or limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, fraudulent transfer and other similar laws relating to or affecting the enforcement of creditor’s rights generally and to general equitable principles (regardless of whether enforcement is considered in a proceeding in equity or at law).

(v) Under the LLC Act and the LLC Agreement, the Depositor has all necessary limited liability company power and authority to execute and deliver, and to perform its obligations under this Agreement and the Depositor Agreements.

(vi) Under the LLC Act and the LLC Agreement, the execution and delivery by the Depositor of this Agreement and the Depositor Agreements, and the performance by the Depositor of its obligations hereunder and thereunder (including the sale of the Notes to the Underwriters pursuant to the terms of this Agreement), have been duly authorized by all necessary limited liability company action on the part of the Depositor.

(vii) The execution and delivery by the Depositor of this Agreement and the Depositor Agreements, and the performance by the Depositor of its obligations hereunder and thereunder (including the sale of the Notes to the Underwriters pursuant to the terms of this Agreement), do not violate (A) any Delaware law, rule or regulation or (B) the LLC Act or the LLC Agreement.

(viii) No authorization, consent, approval or order of any Delaware court or any Delaware governmental or administrative body is required to be obtained by the Depositor solely in connection with the execution and delivery by the Depositor of this Agreement or the Depositor Agreements or the performance by the Depositor of its obligations hereunder or thereunder (including the sale of the Notes to the Underwriters pursuant to the terms of this Agreement).

(ix) The Receivables Purchase Agreement and the filing of the applicable UCC financing statement with the Delaware Secretary of State creates a perfected security interest in favor of the Depositor in all right, title and interest of CarMax LLC in, to and under the Receivables and the related property referred to therein and such security interest will be prior to any other security interest granted by CarMax LLC that is perfected solely by the filing of UCC financing statements under the UCC.

(x) The Depositor’s assignment and delivery of the Trust Property to the Trust and the filing of applicable UCC financing statements with the Secretary of State of the

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State of Delaware (the “Delaware Secretary of State”) will vest in the Trust a perfected security interest therein and the proceeds thereof; and such security interest will be prior to any other security interest granted by the Depositor that is perfected solely by filing of financing statements under the UCC.

(f) Opinion of Bankruptcy Counsel for CarMax LLC. At the Closing Time, the Underwriters shall have received the favorable opinion, dated as of the Closing Time, of McGuireWoods LLP, bankruptcy counsel for CarMax LLC, in form and substance satisfactory to counsel for the Underwriters, regarding (i) the conveyance of the Receivables by CarMax LLC to the Depositor being a “true sale”, (ii) the granting to the Depositor of a first priority perfected security interest in the Receivables and (iii) to the effect that should CarMax LLC become the debtor in a case under the United States bankruptcy code, the court would not order the substantive consolidation of the assets and liabilities of the Depositor with those of CarMax LLC.

(g) Opinion of Tax Counsel for the Depositor. At the Closing Time, the Underwriters shall have received the favorable opinion, dated as of the Closing Time, of McGuireWoods LLP, federal and Virginia state income tax counsel for the Depositor, in form and substance satisfactory to counsel for the Underwriters, substantially to the effect that for federal and Virginia state income tax purposes, the Notes will be considered debt and the Trust will not be an association taxable as a corporation and that the statements in the Prospectus Supplement and Prospectus under the headings “Summary of the Notes and the Transaction Structure—Tax Status”, “Summary of the Notes and the Transaction Structure—ERISA Considerations”, “Material Federal Income Tax Consequences” and “ERISA Considerations”, to the extent that they constitute matters of law or legal conclusions with respect thereto, have been reviewed by such counsel and are correct in all material respects.

(h) [Opinion of Local Counsel for CarMax LLC]. [At the Closing Time, the Underwriters shall have received the favorable opinions, each dated as of the Closing Time, of [                    ],[                     ] counsel for CarMax LLC, in form and substance satisfactory to counsel for the Underwriters, substantially to the effect that (i) CarMax LLC has acquired a first priority perfected security interest in the Financed Vehicles relating to Receivables originated in the related State, (ii) as to each security interest in a Financed Vehicle created by a Receivable, no filing or other action is necessary to perfect or continue the perfected status of such security interest as against creditors of or transferees from the obligor under such Receivable and (iii) upon consummation of the transactions contemplated by the Basic Documents, the Trust has a perfected security interest in the Financed Vehicles financed under Receivables originated in the relevant jurisdiction, notwithstanding the fact that the certificate of title for each such Financed Vehicle has not been marked or otherwise amended to reflect such assignment as contemplated by the Basic Documents.]

(i) Opinion of Special Delaware Counsel for the Trust. At the Closing Time, the Underwriters shall have received the favorable opinion, dated as of the Closing Time, of [                    ], special Delaware counsel for the Trust, in form and substance satisfactory to counsel for the Underwriters, substantially to the effect that:

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(i) The Trust has been duly formed and is validly existing as a statutory trust pursuant to the laws of the State of Delaware, 12 Del. C. §§ 3801, et seq. (the “Statutory Trust Act”), and has the power and authority under the Trust Agreement and the Statutory Trust Act to execute, deliver and perform its obligations under the Basic Documents to which the Trust is a party, to issue the Certificates and the Notes and to grant the Owner Trust Estate to the Indenture Trustee as security for the Notes.

(ii) The Basic Documents to which the Trust is a party have been duly authorized, executed and delivered by the Trust and the Notes have been duly authorized, executed and delivered by the Trust.

(iii) The Trust Agreement constitutes a legal, valid and binding agreement of the Depositor, the Delaware Trustee and the Owner Trustee, enforceable against the Depositor, the Delaware Trustee and the Owner Trustee in accordance with its terms, except as the enforcement thereof may be subject to or limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, fraudulent transfer and other similar laws relating to or affecting the enforcement of creditor’s rights generally and to general equitable principles (regardless of whether enforcement is considered in a proceeding in equity or at law).

(iv) The Certificates have been duly authorized by the Trust and, when executed by the Trust, authenticated by the Owner Trustee and delivered to the Depositor in accordance with the Trust Agreement, the Certificates will be validly issued and outstanding and entitled to the benefits of the Trust Agreement.

(v) Neither the execution, delivery and performance by the Trust of the Basic Documents to which the Trust is a party, the Certificates or the Notes, nor the consummation by the Trust of any of the transactions contemplated thereby, requires the consent or approval of, the withholding of objection on the part of, the giving of notice to, the filing, registration or qualification with, or the taking of any other action in respect of, any governmental authority or agency of the State of Delaware, other than the filing of the Certificate of Trust with the Secretary of State pursuant to the Trust Agreement and the filing of a financing statement on form UCC-1 with the Secretary of State pursuant to the Indenture.

(vi) Neither the execution, delivery and performance by the Trust of the Basic Documents to which the Trust is a party, the Certificates or the Notes, nor the consummation by the Trust of the transactions contemplated thereby, will conflict with or result in a breach of, or constitute a default under the provisions of the Trust Agreement or any law, rule or regulation of the State of Delaware applicable to the Trust or, to our knowledge without independent investigation, any judgment or order of the State of Delaware applicable to the Trust or its properties or, to our knowledge without independent investigation, any indenture, mortgage, contract or other agreement or instrument to which the Trust is a party or by which it is bound.

(vii) Pursuant to Section 3805(b) of the Statutory Trust Act, no creditor of any Certificateholder shall have any right to obtain possession of, or otherwise exercise legal

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or equitable remedies with respect to, the Owner Trust Estate except in accordance with the terms of the Trust Agreement.

(viii) Pursuant to Section 3805(c) of the Statutory Trust Act, except to the extent otherwise provided in the Trust Agreement, a Certificateholder has no interest in specific Trust Property.

(ix) Pursuant to Section 3808(a) and (b) of the Statutory Trust Act, the Trust may not be terminated or revoked by any Certificateholder, and the dissolution, termination or bankruptcy of any Certificateholder shall not result in the termination or dissolution of the Trust, except to the extent otherwise provided in the Trust Agreement.

(x) Under the Statutory Trust Act, the Trust is a separate legal entity and, assuming that the Sale and Servicing Agreement conveys good title to the Trust Property to the Trust as a true sale and not as a security arrangement, the Trust rather than the Certificateholders will hold whatever title to the Trust Property as may be conveyed to it from time to time pursuant to the Sale and Servicing Agreement, except to the extent that the Trust has taken action to dispose of or otherwise transfer or encumber any part of the Trust Property.

(xi) To the extent that Article 9 of the UCC as in effect in the State of Delaware is applicable (without regard to conflicts of laws principles), and assuming that the security interest created by the Indenture in the Collateral has been duly created and has attached, upon the filing of the Financing Statement with the Delaware Secretary of State, the Indenture Trustee will have a perfected security interest in the Trust’s rights in that portion of the Collateral described in the Financing Statement that constitutes “chattel paper”, “general intangibles” or “accounts” (as such terms are defined in the UCC) and the proceeds (as defined in Section 9-102(a)(64) of the UCC) thereof; and such security interest will be prior to any other security interest granted by the Trust that is perfected solely by the filing of financing statements under the UCC, subject to Section 9-103 of the UCC (with respect to purchase money security interests) and Section 9-315 of the UCC (with respect to temporarily perfected security interests in proceeds).

(j) Opinion of Counsel for the Indenture Trustee. At the Closing Time, the Underwriters shall have received the favorable opinion, dated as of the Closing Time, of in-house counsel for the Indenture Trustee, in form and substance satisfactory to counsel for the Underwriters, substantially to the effect that:

(i) The Indenture Trustee has been duly incorporated and is validly existing as a national banking association under the laws of the United States of America.

(ii) The Indenture Trustee, at the time of its execution and delivery of the Indenture, had full power and authority to execute and deliver the Indenture and the Administration Agreement (collectively, the “Indenture Trustee Agreements”) and has full power and authority to perform its obligations thereunder.

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(iii) To the best of such counsel’s knowledge, there are no actions, proceedings or investigations pending or threatened against or affecting the Indenture Trustee before or by any court, arbitrator, administrative agency or other governmental authority which, if adversely decided, would materially and adversely affect the ability of the Indenture Trustee to carry out the transactions contemplated in the Indenture Trustee Agreements.

(iv) No consent, approval or authorization of, or registration, declaration or filing with, any court or governmental agency or body of the United States of America or any state thereof was or is required for the execution, delivery or performance by the Indenture Trustee of the Indenture Trustee Agreements.

(v) Each of the Indenture Trustee Agreements has been duly and validly authorized, executed and delivered by the Indenture Trustee and constitutes a legal, valid and binding obligation of the Indenture Trustee enforceable against the Indenture Trustee in accordance with its respective terms, except that certain of such obligations may be enforceable solely against the Collateral and except that such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, liquidation or other similar laws affecting the enforcement of creditors’ rights generally, and by general principles of equity, including without limitation, concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether such enforceability is considered in a proceeding in equity or at law).

(vi) The Notes have been duly authenticated and delivered by the Indenture Trustee in accordance with the terms of the Indenture.

(k) Opinion of Counsel for the Owner Trustee. At the Closing Time, the Underwriters shall have received the favorable opinion, dated as of the Closing Time, of [                    ], counsel for the Owner Trustee, in form and substance satisfactory to counsel for the Underwriters, substantially to the effect that:

(i) [                    ] is duly incorporated and validly existing as a [                    ] under the laws of the State of [                    ] and has the power and authority to execute, deliver and perform its obligations under the Trust Agreement and to consummate the transactions contemplated thereby.

(ii) The Trust Agreement has been duly authorized, executed and delivered by [                    ] and is the legal, valid and binding agreement of [                    ], enforceable against [                    ] in accordance with its terms, except as the enforcement thereof may be subject to or limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, fraudulent transfer and other similar laws relating to or affecting the enforcement of creditor’s rights generally and to general equitable principles (regardless of whether enforcement is considered in a proceeding in equity or at law).

(iii) The Owner Trustee has duly executed and delivered each Basic Document to which the Trust is a party on behalf of the Trust in accordance with the authorization contained in the Trust Agreement.

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(iv) Neither the execution, delivery and performance by [                    ] of the Trust Agreement, the execution and delivery by the Owner Trustee on behalf of the Trust of the Basic Documents to which the Trust is a party, nor the consummation of the transactions contemplated by the foregoing, nor compliance with the terms thereof, will conflict with or result in a breach of, or constitute a default under the charter or bylaws of [                    ] or any law, rule or regulation of the State of [                    ] governing the banking or trust powers of [                    ] or, to our knowledge, without independent investigation, any judgment or order of the State of [                    ] applicable to [                    ] or its properties or, to our knowledge, without independent investigation, any indenture, mortgage, contract or other agreement or instrument to which [                    ] is a party or by which it is bound.

(v) No consent, approval or other authorization of, or registration, declaration or filing with, any court or governmental agency or commission of the State of [                    ] is required by or with respect to [                    ] for the (A) valid execution, delivery and performance of the Trust Agreement, (B) valid execution and delivery by the Owner Trustee on behalf of the Trust of the Basic Documents to which the Trust is a party or (C) validity or enforceability the agreements listed in clauses (A) or (B) of this paragraph, other than the filing of the Certificate of Trust with the Delaware Secretary of State.

(vi) To our knowledge, without independent investigation, there are no pending or threatened actions, suits or proceedings affecting [                    ] before any court or other government authority of the State of [                    ] which, if adversely determined, would materially and adversely affect the ability of [                    ] to carry out the transactions contemplated by the Trust Agreement.

(l) Opinion of Counsel for the Delaware Trustee. At the Closing Time, the Underwriters shall have received the favorable opinion, dated as of the Closing Time, of [                    ], counsel for the Delaware Trustee, in form and substance satisfactory to counsel for the Underwriters, substantially to the effect that:

(i) [                    ] is duly incorporated and validly existing as a [                    ] under the laws of the State of Delaware and has the power and authority to execute, deliver and perform its obligations under the Trust Agreement and to consummate the transactions contemplated thereby.

(ii) The Trust Agreement has been duly authorized, executed and delivered by [                    ] and is the legal, valid and binding agreement of [                    ], enforceable against [                    ] in accordance with its terms, except as the enforcement thereof may be subject to or limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, fraudulent transfer and other similar laws relating to or affecting the enforcement of creditor’s rights generally and to general equitable principles (regardless of whether enforcement is considered in a proceeding in equity or at law).

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(iii) Neither the execution, delivery and performance by [                    ] of the Trust Agreement, nor the consummation of the transactions contemplated thereby, nor compliance with the terms thereof, will conflict with or result in a breach of, or constitute a default under the charter or bylaws of [                    ] or any law, rule or regulation of the State of Delaware governing the banking or trust powers of [                    ] or, to our knowledge, without independent investigation, any judgment or order of the State of Delaware applicable to [                    ] or its properties or, to our knowledge, without independent investigation, any indenture, mortgage, contract or other agreement or instrument to which [                    ] is a party or by which it is bound.

(iv) No consent, approval or other authorization of, or registration, declaration or filing with, any court or governmental agency or commission of the State of Delaware is required by or with respect to [                    ] for the valid execution, delivery and performance of the Trust Agreement, or for the validity or enforceability thereof, other than the filing of the Certificate of Trust with the Delaware Secretary of State.

(v) To the knowledge of such counsel, without independent investigation, there are no pending or threatened actions, suits or proceedings affecting [                    ] before any court or other government authority of the State of Delaware which, if adversely determined, would materially and adversely affect the ability of [                    ] to carry out the transactions contemplated by the Trust Agreement.

(m) Opinion of Counsel for the Underwriters. At the Closing Time, the Underwriters shall have received the favorable opinion, dated as of the Closing Time, of Sidley Austin LLP, counsel for the Underwriters, in form and substance satisfactory to the Underwriters. In rendering such opinion, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York and the federal law of the United States, upon the opinions of counsel reasonably satisfactory to the Underwriters.

(n) [Opinion of Counsel for Swap Counterparty. At the Closing Time, the Underwriters shall have received the favorable opinion, dated as of the Closing Time, of [                    ], counsel to [                    ], as the swap counterparty, in form and substance satisfactory to the Underwriters.]

(o) Reliance Letters. At the Closing Time, counsel to CarMax LLC and the Depositor shall provide reliance letters to the Underwriters relating to each legal opinion relating to the transaction contemplated hereby rendered to either Trustee or a rating agency.

(p) Maintenance of Rating. At the Closing Time, the Notes shall have been assigned the ratings indicated in the Ratings Free Writing Prospectus from the nationally recognized statistical rating organizations named therein and the Depositor shall have delivered to the Underwriters a letter dated the Closing Time from each such nationally recognized statistical rating organization, or other evidence satisfactory to the Representative, confirming that the Notes have such ratings; and since the date of this Agreement, there shall not have occurred a downgrading in the rating assigned to the Notes or any other securities of CarMax LLC or any of its Affiliates (excluding previously issued ABS notes) by any nationally recognized statistical rating organization, and no such rating agency shall have publicly announced that it has under

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surveillance or review, with possible negative implications, its rating of the Notes or any other securities of CarMax LLC or any of its Affiliates (excluding previously issued ABS notes).

(q) Additional Rating Agency Requirements. The Depositor will, to the extent, if any, that the ratings provided with respect to the Notes by any rating agency on the Closing Date are conditioned upon the furnishing or the taking of any other actions by the Depositor or an Affiliate thereof, furnish such documents and take, or cause to be taken, all such other actions on or prior to the Closing Date.

(r) Additional Documents. At the Closing Time, counsel for the Underwriters shall have been furnished with such documents and opinions as it may reasonably require for the purpose of enabling it to pass upon the issuance of the Securities and the sale of the Notes as herein contemplated, or in order to evidence the accuracy of any of the representations or warranties or the fulfillment of any of the conditions herein contained; and all proceedings taken by the Depositor in connection with the foregoing shall be satisfactory in form and substance to counsel for the Underwriters.

(s) Termination of Agreement. If any condition specified in this Section shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Underwriters by notice to the Depositor at any time at or prior to the Closing Time, and such termination shall be without liability of any party to any other party except as provided in Section 4 and except that Sections 1, 7, 8 and 9 shall survive any such termination and remain in full force and effect.

Section 6. Written Communications; Communications with Nationally Recognized Statistical Rating Organizations.

(a) The following terms have the specified meanings for purposes of this Agreement:

(i) “Derived Information” means such written information (including any Intex CDI file) regarding the Notes as is disseminated by any Underwriter to a potential investor, which information is neither (A) Issuer Information nor (B) contained in (1) the Registration Statement, the Preliminary Prospectus, the Prospectus Supplement, the Prospectus or any amendment or supplement to any of them, taking into account information incorporated therein by reference (other than information incorporated by reference from any information regarding the Notes that is disseminated by any Underwriter to a potential investor) or (2) any computer tape in respect of the Notes or the related receivables furnished by the Depositor to any Underwriter.

(ii) “Issuer Information” has the meaning given to such term in Rule 433(h)(2) and footnote 271 of the Commission’s Securities Offering Reform Release No. 33-8591 of the Securities Act, and shall also include any information in any Issuer Free Writing Prospectus or in any Underwriter Free Writing Prospectus prepared or approved by the Depositor.

(iii) “Underwriter Free Writing Prospectus” means “written communications” (as defined in Rule 405 under the Securities Act) containing no more than the following: (1) information included in the Preliminary Prospectus with the consent of the Depositor

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(except as provided in clauses (2) through (5) below), (2) information relating to the class, size, rating, price, CUSIPs, coupon, yield, spread, benchmark, status and/or legal maturity date of the Notes, the weighted average life, expected final payment date, trade date, settlement date and payment window of one or more classes of Notes and the underwriters for one or more classes of the Notes, (3) the eligibility of the Notes to be purchased by ERISA plans, (4) a column or other entry showing the status of the subscriptions for the Notes (both for the issuance as a whole and for each Underwriter’s retention) and/or expected pricing parameters of the Notes and (5) any Derived Information.

(b) The Depositor will not disseminate to any potential investor any information relating to the Securities that constitutes a “written communication” within the meaning of Rule 405 under the Securities Act, other than the Time of Sale Information and the Prospectus, unless the Depositor has obtained the prior consent of the Representative.

(c) Neither the Depositor nor any Underwriter shall disseminate or file with the Commission any information relating to the Notes in reliance on Rule 167 or 426 under the Securities Act, nor shall the Depositor or any Underwriter disseminate any Underwriter Free Writing Prospectus “in a manner reasonably designed to lead to its broad unrestricted dissemination” within the meaning of Rule 433(d) under the Securities Act.

(d) Each Underwriter Free Writing Prospectus shall bear the following legend, or a substantially similar legend that complies with Rule 433 under the Securities Act:

The Depositor has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the Depositor has filed with the SEC for more complete information about the Depositor, the issuing trust, and this offering. You may get these documents for free by visiting EDGAR on the SEC Website at www.sec.gov. Alternatively, the Depositor, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling 1-800-294-1322.

The information in this free writing prospectus supersedes information contained in any prior similar free writing prospectus relating to these securities prior to the time of your commitment to purchase.

(e) In the event the Depositor becomes aware that, as of any Time of Sale, any Time of Sale Information with respect thereto contains or contained any untrue statement of material fact or omits or omitted to state a material fact necessary in order to make the statements contained therein (when read in conjunction with all Time of Sale Information) in the light of the circumstances under which they were made, not misleading (a “Defective Prospectus”), the Depositor shall promptly notify the Representative of such untrue statement or omission no later than one business day after discovery and the Depositor shall, if requested by the Representative, prepare and deliver to the Underwriters a Corrected Prospectus.

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(f) Each Underwriter represents, warrants, covenants and agrees with the Depositor (and with CarMax LLC with respect to clause (vi)) that:

(i) Other than the Preliminary Prospectus and the Prospectus, it has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to, in any communications with potential investors, any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Notes, including but not limited to any “ABS informational and computational materials” as defined in Item 1101(a) of Regulation AB under the Securities Act; provided, however, that (A) each Underwriter may prepare and convey one or more Underwriter Free Writing Prospectuses, and may convey the Registration Statement, any Corrected Prospectus and Time of Sale Information, including via Bloomberg; (B) unless otherwise consented to by the Depositor, no such Underwriter Free Writing Prospectus shall be conveyed if, as a result of such conveyance, the Depositor or the Trust shall be required to make any registration or other filing solely as a result of such Underwriter Free Writing Prospectus pursuant to Rule 433(d) under the Securities Act other than the filing of the final terms of the Notes pursuant to Rule 433(d)(5) of the Securities Act; and (C) each Underwriter will be permitted to provide confirmations of sale.

(ii) In disseminating information to prospective investors, it has complied and will continue to comply fully with the Rules and Regulations, including but not limited to Rules 164 and 433 under the Securities Act and the requirements thereunder for filing and retention of any “free writing prospectus”, as defined in Rule 405 under the Securities Act (each, a “Free Writing Prospectus”), including retaining any Underwriter Free Writing Prospectuses they have used but which are not required to be filed for the required period.

(iii) Prior to entering into any Contract of Sale, it shall convey the Preliminary Prospectus and any Issuer General Use Free Writing Prospectus to the prospective investor. The Underwriter shall maintain sufficient records to document its conveyance of such information to the potential investor prior to the formation of the related Contract of Sale and shall maintain such records as required by the Rules and Regulations.

(iv) If a Defective Prospectus has been corrected with a Corrected Prospectus, it shall (A) deliver the Corrected Prospectus to each investor with whom it entered into a Contract of Sale and that received the Defective Prospectus from it prior to entering into a new Contract of Sale with such investor, (B) notify such investor in a prominent manner that the prior Contract of Sale with the investor, if any, has been terminated and of the investor’s rights as a result of such agreement and (C) provide such investor with an opportunity to elect to enter into or not enter into a new Contract of Sale based on the information set forth in the Corrected Prospectus.

(v) Immediately following the use of any Underwriter Free Writing Prospectus containing any Issuer Information, it has provided the Depositor a copy of such Underwriter Free Writing Prospectus, unless such Issuer Information consists of the

32

terms of the Notes or such information is not the final information to be included in the Prospectus Supplement.

(vi) It has not delivered, and will not deliver, any Rating Information to a Hired NRSRO or other nationally recognized statistical rating organization and it has not participated, and will not participate, in any oral communication regarding Rating Information with any Hired NRSRO or other nationally recognized statistical rating organization without giving prior notice to CarMax LLC of such communication. For purposes of this paragraph, “Rating Information” means any information provided to a Hired NRSRO for the purpose of (a) determining the initial credit rating for the Notes, including information about the characteristics of the Receivables, related property and the legal structure of the Notes, and (b) undertaking credit rating surveillance on the Notes, including information about the characteristics and performance of the Receivables and related property.

(g) The Depositor shall file with the Commission, within the applicable period of time required under the Securities Act and the Rules and Regulations, any Free Writing Prospectus delivered to investors in accordance with this Section, that the Depositor is required to file under the Securities Act and the Rules and Regulations. The Depositor shall file with the Commission the final terms of the Notes pursuant to Rule 433(d)(5) of the Securities Act.

Section 7. Indemnification.

(a) Indemnification of Underwriters. CarMax LLC and the Depositor agree, jointly and severally, to indemnify and hold harmless each Underwriter and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act as follows:

(i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred: (A) arising out of any untrue statement or alleged untrue statement of a material fact (1) contained in the Registration Statement (or any amendment thereto), including the Rule 430B Information or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or (2) included in any Preliminary Prospectus, any Issuer Free Writing Prospectus, any Issuer Information included in any Underwriter Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or (B) caused by any untrue statement or alleged untrue statement of a material fact contained in any Underwriter Free Writing Prospectus caused by any error in information relating to the characteristics of the Receivables furnished by or on behalf of the Depositor to any Underwriter, or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;

(ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or

33

threatened, or of any claim whatsoever, based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 7(d)) any such settlement is effected with the written consent of CarMax LLC or the Depositor; and

(iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Representative), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever, based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under clause (i) or (ii) above;

provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Depositor by the Underwriters through the Representative expressly for use in the Registration Statement (or any amendment thereto), any Preliminary Prospectus, including the Rule 430B Information or any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished to the Depositor by the Underwriters through the Representative consists of the following information (A) under the caption “Underwriting” in the Prospectus Supplement, the (1) concession and reallowance figures appearing in the second table and (2) information in the fourth paragraph (which paragraph immediately follows the second table) under such caption insofar as it relates to market-making transactions ((1) and (2), collectively, the “Underwriters’ Information”) and (B) any Derived Information created by any Underwriter, except to the extent that any such loss, liability, claim, damage or expense relates to any untrue statement or omission or alleged untrue statement or omission in the documents and other information described in clauses (A) and (B) of the definition of “Derived Information”.

(b) Indemnification of CarMax LLC and the Depositor. Each Underwriter, severally but not jointly, agrees to indemnify and hold harmless CarMax LLC and the Depositor and each person, if any, who controls CarMax LLC and the Depositor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 7(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, of material facts made in the Registration Statement (or any amendment thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Depositor by such Underwriter (including, if applicable, through the Representative) expressly for use therein, it being understood and agreed that the only such information furnished to the Depositor by the Underwriters (including, if applicable, through the Representative) consists of the Underwriters’ Information.

(c) Actions Against Parties; Notification. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an

34

indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. In the case of parties indemnified pursuant to Section 7(a), counsel to the indemnified parties shall be selected by the Underwriters, and, in the case of parties indemnified pursuant to Section 7(b), counsel to the indemnified parties shall be selected by CarMax LLC or the Depositor. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section or Section 8 (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

(d) Settlement Without Consent if Failure to Reimburse. If at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 7(a)(ii) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.

Section 8. Contribution. If the indemnification provided for in Section 7 is for any reason unavailable to or insufficient to hold harmless an indemnified party in respect of any losses, liabilities, claims, damages or expenses referred to therein, then each indemnifying party shall contribute to the aggregate amount of such losses, liabilities, claims, damages and expenses incurred by such indemnified party, as incurred, (i) in such proportion as is appropriate to reflect the relative benefits received by CarMax LLC and the Depositor on the one hand and the Underwriters on the other hand from the offering of the Notes pursuant to this Agreement or (ii) if the allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of CarMax LLC and the Depositor on the one hand and of the Underwriters on the other hand in connection with the statements or omissions which resulted in such losses, liabilities, claims, damages or expenses, as well as any other relevant equitable considerations.

35

The relative benefits received by CarMax LLC and the Depositor on the one hand and the Underwriters on the other hand in connection with the offering of the Notes pursuant to this Agreement shall be deemed to be in the same respective proportions as the total net proceeds from the offering of the Notes pursuant to this Agreement (before deducting expenses) received by CarMax LLC and the Depositor and the total underwriting discounts and commissions received by the Underwriters, bear to the aggregate initial public offering prices of the Notes. The relative fault of CarMax LLC and the Depositor on the one hand and the Underwriters on the other hand shall be determined by reference to, among other things, whether any such untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by CarMax LLC or the Depositor or by the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

CarMax LLC, the Depositor and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to above in this Section. The aggregate amount of losses, liabilities, claims, damages and expenses incurred by an indemnified party and referred to above in this Section shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever, based upon any such untrue or alleged untrue statement or omission or alleged omission.

Notwithstanding the provisions of this Section, no Underwriter shall be required to contribute any amount in excess of the amount by which the total underwriting discounts and commissions received by such Underwriter in respect of the Notes underwritten by it and distributed to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of any such untrue or alleged untrue statement or omission or alleged omission. The Underwriters’ respective obligations to contribute pursuant to this Section are (i) several and not joint and (ii) subject to the preceding sentence, in proportion to the principal amount of Notes set forth opposite their respective names in Schedule A.

No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

For purposes of this Section, each person, if any, who controls an Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act shall have the same rights to contribution as such Underwriter, and each person, if any, who controls CarMax LLC or the Depositor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act shall have the same rights to contribution as CarMax LLC and the Depositor.

Section 9. Representations, Warranties and Agreements to Survive Delivery. All representations, warranties and agreements contained in this Agreement (including, without limitation, Sections 7 and 8) or in certificates of officers of CarMax LLC, the Depositor and their respective Affiliates submitted pursuant hereto shall remain operative and in full force and effect,

36

regardless of any investigation made by or on behalf of the Underwriters or any controlling person, or by or on behalf of CarMax LLC, the Depositor and their respective Affiliates, and shall survive delivery of the Notes to the Underwriters.

Section 10. Termination of Agreement.

(a) Termination; General. The Underwriters may terminate this Agreement, by notice to the Depositor, at any time at or prior to the Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus or the Time of Sale Information, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of CarMax LLC or the Depositor, whether or not arising in the ordinary course of business, (ii) if there has occurred any material adverse change in the financial markets in the United States, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Representative, impracticable or inadvisable to market the Notes or to enforce contracts for the sale of the Notes, (iii) if trading in any securities of CarMax LLC, the Depositor or any of their respective Affiliates has been suspended or materially limited by the Commission or if trading generally on the American Stock Exchange, the New York Stock Exchange or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. or any other governmental authority, (iv) a material disruption has occurred in commercial banking or securities settlement or clearing services in the United States or (v) if a banking moratorium has been declared by either federal, Virginia, North Carolina or New York authorities.

(b) Liabilities. If this Agreement is terminated pursuant to this Section, such termination shall be without liability of any party to any other party except as provided in Section 5, and provided further that Sections 1, 7, 8, 9 and 14 shall survive such termination and remain in full force and effect.

Section 11. Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time to purchase the Notes which it or they are obligated to purchase (the “Defaulted Notes”), then the Representative shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representative shall not have completed such arrangements within such 24-hour period, then:

(i) if the aggregate principal amount of Defaulted Notes does not exceed 10% of the aggregate principal amount of Notes to be purchased on such date, the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations in Schedule A bear to the underwriting obligations of all non-defaulting Underwriters, or

37

(ii) if the aggregate principal amount of Defaulted Notes exceeds 10% of the aggregate principal amount of Notes to be purchased on such date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter.

No action taken pursuant to this Section shall relieve any defaulting Underwriter from liability in respect of its default.

In the event of any such default which does not result in a termination of this Agreement either the Representative or the Depositor shall have the right to postpone the Closing Time for a period not exceeding seven days in order to effect any required changes in the Registration Statement or the Prospectus or in any other documents or arrangements.

Section 12. Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted by any standard form of telecommunication. Notices to the Underwriters shall be directed to the Representative at [                    ], [                    ], [                    ], [                    ] [                    ] Attention: [                    ]; notices to CarMax LLC shall be directed to it at 12800 Tuckahoe Creek Parkway, Richmond, Virginia 23238, Attention: Chief Financial Officer; and notices to the Depositor shall be directed to it at 12800 Tuckahoe Creek Parkway, Suite 400, Richmond, Virginia 23238, Attention: Treasurer.

Section 13. Parties. This Agreement shall inure to the benefit of and be binding upon each Underwriter, CarMax LLC, the Depositor and their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the Underwriters, CarMax LLC, the Depositor and their respective successors and the controlling persons, directors and officers referred to in Sections 8 and 9 and their heirs and legal representatives any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the Underwriters, CarMax LLC, the Depositor and their respective successors, and the controlling persons, directors and officers referred to in Sections 7 and 8 and their heirs and legal representatives and for the benefit of no other person, firm or corporation. No purchaser of Notes from any Underwriter shall be deemed to be a successor by reason merely of such purchase.

Section 14. Miscellaneous.

(a) Fiduciary Duties. Each of the Depositor and CarMax LLC, on behalf of itself and its respective Affiliates, hereby acknowledges that in connection with the offering of the Notes and the transactions related thereto, as contemplated herein and in the other Basic Documents, and the discussions and negotiations of the purchase price thereof set forth in this Agreement: (i) the Underwriters and the Representative have acted at arms length, are not agents of or advisors to, and owe no fiduciary duties to, any of the Trust, the Depositor, CarMax LLC or any other Person; (ii) the Underwriters and the Representative owe the Trust, the Depositor and CarMax LLC only those contractual duties as are set forth in this Agreement and (iii) the Underwriters and the Representative may have interests that differ from those of any of the Trust, the Depositor and CarMax LLC. Each of the Trust, the Depositor and CarMax LLC

38

hereby waives to the full extent permitted by applicable law any claims it may have against the Underwriters and the Representative arising from an alleged breach of fiduciary duty in connection with the offering of the Notes and the transactions related thereto, as contemplated herein and in the other Basic Documents, including the discussions and negotiations of the purchase price thereof set forth in this Agreement.

(b) Disclosure. Notwithstanding any other provision of this Agreement, immediately upon commencement of discussions with respect to the transactions contemplated hereby, the Depositor (and each employee, representative or other agent of the Depositor) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to the Depositor relating to such tax treatment and tax structure. For purposes of the foregoing, the term “tax treatment” is the purported or claimed federal income tax treatment of the transactions contemplated hereby, and the term “tax structure” includes any fact that may be relevant to understanding the purported or claimed federal income tax treatment of the transactions contemplated hereby.

Section 15. GOVERNING LAW. THIS AGREEMENT AND ALL DISPUTES, CLAIMS, CONTROVERSIES, DISAGREEMENTS, ACTIONS AND PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING THE SCOPE OR VALIDITY OF THIS PROVISION, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ITS CONFLICTS OF LAW PROVISIONS (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES UNDER THIS AGREEMENT SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

Section 16. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same Agreement.

Section 17. Effect of Headings. The Section headings herein are for convenience only and shall not effect the construction hereof.

Section 18. [European Economic Area. In relation to each Relevant Member State of the European Economic Area, each Underwriter hereby represents to and agrees with the Depositor that with effect from and including the Relevant Implementation Date, it has not made and will not make an offer of Notes to the public in that Relevant Member State other than:

(a) to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities;

(b) to any legal entity which has two or more of (i) an average of at least 250 employees during the last financial year, (ii) a total balance sheet of more than €43,000,000 and (iii) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts;

39

(c) to fewer than 100 natural or legal persons (other than qualified investors as defined in the Prospectus Directive) subject to obtaining the prior consent of the Representative; or

(d) in any other circumstances falling within Article 3(2) of the Prospectus Directive;

provided that no such offer of Notes shall require the Trust, the Servicer, the Depositor or any Underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive.

For the purposes of this provision, (i) the expression an “offer of Notes to the public” in relation to any Notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe the Notes, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State; (ii) “European Economic Area” means the European Union member states, together with Iceland, Liechtenstein and Norway; (iii) “Prospectus Directive” means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State; (iv) “Relevant Implementation Date” means the date on which the Prospectus Directive was implemented in the applicable Relevant Member State; and (v) “Relevant Member State” means each member state of the European Economic Area which has implemented the Prospectus Directive.]

Section 19. [United Kingdom. Each Underwriter hereby severally represents to and agrees with the Depositor that:

(a) in relation to any Notes which have a maturity of less than one year, (i) it is a person whose ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of its business and (ii) it has not offered or sold and will not offer or sell any Notes other than to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or as agent) for the purposes of their businesses or who it is reasonable to expect will acquire, hold, manage or dispose of investments (as principal or agent) for the purposes of their businesses where the issue of the Notes would otherwise constitute a contravention of Section 19 of the FSMA by the Trust;

(b) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of any Notes in circumstances in which Section 21(1) of the FSMA does not apply to the Trust; and

(c) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Notes in, from or otherwise involving the United Kingdom.

For purposes of this provision, “FSMA” means the Financial Services and Markets Act 2000.]

40

Section 20. [Ireland. Each Underwriter hereby severally represents to and agrees with the Depositor that:

(a) it will not underwrite the issue of, or place the Notes, otherwise than in conformity with the provisions of the Irish Investment Intermediaries Act 1995 (as amended), including, without limitation, Sections 9 and 23 thereof and any codes of conduct rules made under Section 37 thereof and the provisions of the Investor Compensation Act 1998;

(b) it will not underwrite the issue of, or place, the Notes, otherwise than in conformity with the provisions of the Irish Central Bank Acts 1942 1999 (as amended) and any codes of conduct rules made under Section 117(1) thereof;

(c) it will not underwrite the issue of, or place, or do anything in Ireland in respect of the Notes otherwise than in conformity with the provisions of the Irish Prospectus (Directive 2003/71/EC) Regulations 2005 and any rules issued under Section 51 of the Irish Investment Funds, Companies and Miscellaneous Provisions Act 2005, by the Irish Central Bank and Financial Services Regulatory Authority (“IFSRA”); and

(d) it will not underwrite the issue of, place or otherwise act in Ireland in respect of the Notes, otherwise than in conformity with the provisions of the Irish Market Abuse (Directive 2003/6/EC) Regulations 2005 and any rules issued under Section 34 of the Irish Investment Funds, Companies and Miscellaneous Provisions Act 2005 by IFSRA.]

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If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Representative a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among CarMax LLC, the Depositor and the Underwriters in accordance with its terms.

CARMAX AUTO FUNDING LLC
By:
	Name:
	Title:
CARMAX BUSINESS SERVICES, LLC
By:
	Name:
	Title:

CONFIRMED AND ACCEPTED,
	as of the date first above written:
[                    ],
	as Representative of the Underwriters named in Schedule A hereto
By:
	Name:
	Title:

Underwriting Agreement

SCHEDULE A

Underwriter

Principal Amount of Class A-1 Notes

Principal Amount of Class A-2[a] Notes

Principal Amount of Class A-3 Notes

Principal Amount of Class A-4 Notes

Principal Amount of Class B Notes

Principal Amount of Class C Notes

[Principal Amount of Class D Notes]

[                    ]

$

[

]

$

[

]

$

[

]

$

[

]

$

[

]

$

[

]

$

[

]

[                    ]

[

]

[

]

[

]

[

]

[

]

[

]

[

]

[                    ]

[

]

[

]

[

]

[

]

[

]

[

]

[

]

[                    ]

[

]

[

]

[

]

[

]

[

]

[

]

[

]

[                    ]

[

]

[

]

[

]

[

]

[

]

[

]

[

]

Total

$

[

]

$

[

]

$

[

]

$

[

]

$

[

]

$

[

]

$

[

]

S-A-1

SCHEDULE B

LIST OF

ISSUER GENERAL USE FREE WRITING PROSPECTUSES

1. Ratings Free Writing Prospectus.

2. Issuer General Use Free Writing Prospectus, dated [                    ], 20[    ].

S-B-1

SCHEDULE C

CARMAX AUTO OWNER TRUST 20[    ]-[    ]

1. The initial public offering price of the: (i) Class A-1 Notes will be [            ]% of the principal amount thereof; (ii) Class A-2[a] Notes will be [            ]% of the principal amount thereof; [(iii) Class A-2b Notes will be [            ]% of the principal amount thereof]; (iv) Class A-3 Notes will be [            ]% of the principal amount thereof; (v) Class A-4 Notes will be [            ]% of the principal amount thereof; (vi) Class B Notes will be [            ]% of the principal amount thereof; (vii) Class C Notes will be [            ]% of the principal amount thereof and (viii) [the Class D Notes will be [            ]% of the principal amount thereof], in each case plus accrued interest, if any, from the date of issuance.

2. The purchase price to be paid by the Underwriters for the: (i) Class A-1 Notes will be [            ]% of the principal amount thereof; (ii) Class A-2[a] Notes will be [            ]% of the principal amount thereof; [(iii) Class A-2b Notes will be [            ]% of the principal amount thereof;] (iv) Class A-3 Notes will be [            ]% of the principal amount thereof; (v) Class A-4 Notes will be [            ]% of the principal amount thereof; (vi) Class B Notes will be [            ]% of the principal amount thereof; (vii) Class C Notes will be [            ]% of the principal amount thereof and (viii) [Class D Notes will be [            ]% of the principal amount thereof].

3. The interest rate on the: (i) Class A-1 Notes will be [            ]% per annum; (ii) Class A-2[a] Notes will be [            ]% per annum; [(iii) Class A-2b Notes will be LIBOR + [            ]% per annum;] Class A-3 Notes will be [            ]% per annum; (iv) Class A-4 Notes will be [            ]% per annum; (v) Class B Notes will be [            ]% per annum; (vi) Class C Notes will be [            ]% per annum and (vii) [Class D Notes will be [            ]% per annum].

4. The initial selling concessions and reallowance, expressed as a percentage of the principal amount of each class of Notes is as follows:

	Selling Concessions not to exceed			Reallowance not to exceed
Class A-1 Notes		[	]%		[	]%
Class A-2[a] Notes		[	]%		[	]%
[Class A-2b Notes]		[	]%		[	]%
Class A-3 Notes		[	]%		[	]%
Class A-4 Notes		[	]%		[	]%
Class B Notes		[	]%		[	]%
Class C Notes		[	]%		[	]%
[Class D Notes]		[	]%		[	]%

S-C-2

5. Subject to the terms and conditions set forth in the Underwriting Agreement, the Depositor has agreed to cause the Trust to sell to each of the Underwriters named below, for whom [                    ] is acting as Representative, and each of the Underwriters has severally agreed to purchase, the initial principal amount of Notes set forth opposite its name below:

Underwriter

Principal Amount of Class A-1 Notes

Principal Amount of Class A-2[a] Notes

Principal Amount of Class A-3 Notes

Principal Amount of Class A-4 Notes

Principal Amount of Class B Notes

Principal Amount of Class C Notes

[Principal Amount of Class D Notes]

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S-C-2

EX-4.1

EXHIBIT 4.1 – FORM OF INDENTURE

CARMAX AUTO OWNER TRUST 20[    ]-[    ],

as Issuer,

and

[                    ],

as Indenture Trustee

INDENTURE

Dated as of [                    ], 20[    ]

$[            ] [            ]% Class A-1 Asset-Backed Notes

$[            ] [            ]% Class A-2[a] Asset-Backed Notes

[$[            ] LIBOR + [            ]% Class A-2b Asset-Backed Notes]

$[            ] [            ]% Class A-3 Asset-Backed Notes

$[            ] [            ]% Class A-4 Asset-Backed Notes

$[            ] [            ]% Class B Asset-Backed Notes

$[            ] [            ]% Class C Asset-Backed Notes

[$[            ] [            ]% Class D Asset-Backed Notes]

CROSS REFERENCE TABLE (1)

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

(1) Note: This Cross Reference Table shall not, for any purpose, be deemed to be part of this Indenture.

(2) N.A. means Not Applicable.

i

TABLE OF CONTENTS

		Page
	ARTICLE I
	DEFINITIONS AND INCORPORATION BY REFERENCE
SECTION 1.1	Definitions		2
SECTION 1.2	Incorporation by Reference of Trust Indenture Act		13
SECTION 1.3	Rules of Construction		13
	ARTICLE II
	THE NOTES
SECTION 2.1	Form		14
SECTION 2.2	Execution, Authentication and Delivery		14
SECTION 2.3	Temporary Notes		15
SECTION 2.4	Tax Treatment		15
SECTION 2.5	Registration; Registration of Transfer and Exchange		15
SECTION 2.6	Mutilated, Destroyed, Lost or Stolen Notes		17
SECTION 2.7	Persons Deemed Owners		18
SECTION 2.8	Payments		18
SECTION 2.9	Cancellation		23
SECTION 2.10	Release of Collateral		23
SECTION 2.11	Book-Entry Notes		23
SECTION 2.12	Notices to Clearing Agency		24
SECTION 2.13	Definitive Notes		24
SECTION 2.14	Authenticating Agents		25
SECTION 2.15	[Calculation Agent]		25
	ARTICLE III
	COVENANTS
SECTION 3.1	Payment of Principal and Interest		26
SECTION 3.2	Maintenance of Office or Agency		26
SECTION 3.3	Money for Payments To Be Held in Trust		26
SECTION 3.4	Existence		28
SECTION 3.5	Protection of Trust Estate		28
SECTION 3.6	Opinions as to Trust Estate		28
SECTION 3.7	Performance of Obligations; Servicing of Receivables		29
SECTION 3.8	Negative Covenants		30
SECTION 3.9	Annual Statement as to Compliance		31
SECTION 3.10	Issuer May Consolidate, etc., Only on Certain Terms		31
SECTION 3.11	Successor or Transferee		33
SECTION 3.12	No Other Business		33
SECTION 3.13	No Borrowing		33
SECTION 3.14	Servicer’s Obligations		33

i

SECTION 3.15	Guarantees, Loans, Advances and Other Liabilities	33
SECTION 3.16	Capital Expenditures	33
SECTION 3.17	Restricted Payments	33
SECTION 3.18	Notice of Events of Default	34
SECTION 3.19	Removal of Administrator	34
SECTION 3.20	Further Instruments and Acts	34
	ARTICLE IV
	SATISFACTION AND DISCHARGE
SECTION 4.1	Satisfaction and Discharge of Indenture	34
SECTION 4.2	Satisfaction, Discharge and Defeasance of the Notes	35
SECTION 4.3	Application of Trust Money	36
SECTION 4.4	Repayment of Monies Held by Paying Agent	36
	ARTICLE V
	REMEDIES
SECTION 5.1	Events of Default	37
SECTION 5.2	Acceleration of Maturity; Rescission and Annulment	38
SECTION 5.3	Collection of Indebtedness and Suits for Enforcement by Indenture Trustee	39
SECTION 5.4	Remedies; Priorities	41
SECTION 5.5	Optional Preservation of the Receivables	44
SECTION 5.6	Limitation of Suits	44
SECTION 5.7	Unconditional Rights of Noteholders to Receive Principal and Interest	45
SECTION 5.8	Restoration of Rights and Remedies	45
SECTION 5.9	Rights and Remedies Cumulative	45
SECTION 5.10	Delay or Omission Not a Waiver	45
SECTION 5.11	Control by Noteholders of the Controlling Class	45
SECTION 5.12	Waiver of Past Defaults	46
SECTION 5.13	Undertaking for Costs	46
SECTION 5.14	Waiver of Stay or Extension Laws	47
SECTION 5.15	Action on Notes	47
SECTION 5.16	Performance and Enforcement of Certain Obligations	47
	ARTICLE VI
	THE INDENTURE TRUSTEE
SECTION 6.1	Duties of Indenture Trustee	48
SECTION 6.2	Rights of Indenture Trustee	49
SECTION 6.3	Individual Rights of Indenture Trustee	50
SECTION 6.4	Indenture Trustee’s Disclaimer	50
SECTION 6.5	Notice of Defaults	51
SECTION 6.6	Reports by Indenture Trustee to Holders	51
SECTION 6.7	Compensation and Indemnity	51
SECTION 6.8	Replacement of Indenture Trustee	52

ii

SECTION 6.9	Successor Indenture Trustee by Merger	53
SECTION 6.10	Appointment of Co-Indenture Trustee or Separate Indenture Trustee	53
SECTION 6.11	Eligibility; Disqualification	54
SECTION 6.12	Preferential Collection of Claims Against Issuer	55
SECTION 6.13	Sales Finance Company Licenses	55
	ARTICLE VII
	NOTEHOLDERS' LISTS AND REPORTS
SECTION 7.1	Issuer To Furnish Indenture Trustee Names and Addresses of Noteholders	55
SECTION 7.2	Preservation of Information; Communications to Noteholders	56
SECTION 7.3	Reports by Issuer	56
SECTION 7.4	Reports by Indenture Trustee	56
	ARTICLE VIII
	ACCOUNTS, DISBURSEMENTS AND RELEASES
SECTION 8.1	Collection of Money	57
SECTION 8.2	Trust Accounts	57
SECTION 8.3	General Provisions Regarding Accounts	58
SECTION 8.4	Release of Trust Estate	58
SECTION 8.5	Opinion of Counsel	59
	ARTICLE IX
	SUPPLEMENTAL INDENTURES
SECTION 9.1	Supplemental Indentures Without Consent of Noteholders	59
SECTION 9.2	Supplemental Indentures with Consent of Noteholders	60
SECTION 9.3	Execution of Supplemental Indentures	62
SECTION 9.4	Effect of Supplemental Indenture	62
SECTION 9.5	Conformity with Trust Indenture Act	62
SECTION 9.6	Reference in Notes to Supplemental Indentures	63
	ARTICLE X
	REDEMPTION OF NOTES
SECTION 10.1	Redemption	63
SECTION 10.2	Form of Redemption Notice	63
SECTION 10.3	Notes Payable on Redemption Date	64
	ARTICLE XI
	MISCELLANEOUS
SECTION 11.1	Compliance Certificates and Opinions, etc.	64
SECTION 11.2	Form of Documents Delivered to Indenture Trustee	66
SECTION 11.3	Acts of Noteholders	66
SECTION 11.4	Notices, etc., to Indenture Trustee, Issuer and Rating Agencies	67

iii

SECTION 11.5	Notices to Noteholders; Waiver	68
SECTION 11.6	Alternate Payment and Notice Provisions	68
SECTION 11.7	Conflict with Trust Indenture Act	69
SECTION 11.8	Effect of Headings and Table of Contents	69
SECTION 11.9	Successors and Assigns	69
SECTION 11.10	Severability	69
SECTION 11.11	Benefits of Indenture	69
SECTION 11.12	Legal Holiday	69
SECTION 11.13	GOVERNING LAW	69
SECTION 11.14	Counterparts	70
SECTION 11.15	Recording of Indenture	70
SECTION 11.16	Trust Obligation	70
SECTION 11.17	No Petition	70
SECTION 11.18	Inspection	70
SECTION 11.19	Third-Party Beneficiaries	71
SECTION 11.20	Limitation on Recourse to CarMax Funding	71
SECTION 11.21	[Obligations with Respect to the Swap Counterparty]	71

EXHIBITS

EXHIBIT A-1	Form of Class A-1 Note
EXHIBIT A-2[a]	Form of Class A-2[a] Note
[EXHIBIT A-2b	Form of Class A-2b Note]
EXHIBIT A-3	Form of Class A-3 Note
EXHIBIT A-4	Form of Class A-4 Note
EXHIBIT B	Form of Class B Note
EXHIBIT C	Form of Class C Note
EXHIBIT D	Form of Class D Note
EXHIBIT E	Form of Opinion of Counsel

iv

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

Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the holders of the Issuer’s [                    ]% Class A-1 Asset-Backed Notes (the “Class A-1 Notes”), [            ]% Class A-2[a] Asset-Backed Notes (the “Class A-2[a] Notes”), [LIBOR + [            ]% Class A-2b Asset-Backed Notes (the “Class A-2b Notes”),] [            ]% Class A-3 Asset-Backed Notes (the “Class A-3 Notes”), [            ]% Class A-4 Asset-Backed Notes (the “Class A-4 Notes” and, collectively with the Class A-1 Notes, the Class A-2[a] Notes, [the Class A-2b Notes] and the Class A-3 Notes, the “Class A Notes”), [            ]% Class B Asset-Backed Notes (the “Class B Notes”), [            ]% Class C Asset-Backed Notes (the “Class C Notes”) and [[            ]% Class D Asset-Backed Notes] ([the “Class D Notes”] and, collectively with the Class A Notes, the Class B Notes and the Class C Notes, the “Notes”):

GRANTING CLAUSE

The Issuer hereby Grants to the Indenture Trustee on the Closing Date, as Indenture Trustee for the benefit of [(a)] the Holders of the Notes [and (b) the Swap Counterparty to secure the obligations of the Issuer to the Swap Counterparty under the Swap Agreement], 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 and any other interest of the Issuer in such Financed Vehicles; (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; (ix) the right to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed by or on behalf of the Issuer; [(x) all rights of the Issuer under the Swap Agreement;] and (xi) 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 [and amounts owed by the Issuer to the Swap Counterparty pursuant to the Swap Agreement], equally and ratably without prejudice, priority or distinction, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture.

The Indenture Trustee, as Indenture Trustee on behalf of the Holders of the Notes, acknowledges such Grant, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture to the best of its ability to the end that the interests of the Holders of the Notes may be adequately and effectively protected.

ARTICLE I

DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.1 Definitions.

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

“Accrual Period” shall mean (i) in the case of the Class A-1 Notes [and the Class A-2b 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[a] Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes, the Class C Notes and [the Class D 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.

“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.

2

[“Backup Servicer” shall mean [                    ], a [            ], in its capacity as backup servicer of the Receivables under the Sale and Servicing Agreement, or any successor backup servicer appointed under the Sale and Servicing 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.

“CarMax” shall mean CarMax Business Services, LLC, a Delaware limited liability company.

“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[a] Notes, [the class A-2b Notes,] the Class A-3 Notes, the Class A-4 Notes, the Class B Notes, the Class C Notes or [the Class D Notes].

“Class A Noteholders” shall mean the Class A-1 Noteholders, the Class A-2[a] Noteholders, [the Class A-2b Noteholders,] the Class A-3 Noteholders and the Class A-4 Noteholders.

“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[a] Final Distribution Date” shall mean the [            ] 20[    ] Distribution Date.

“Class A-2[a] Noteholder” shall mean the Person in whose name a Class A-2[a] Note is registered on the Note Register.

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

3

“Class A-2[a] Rate” shall mean [            ]% per annum.

[“Class A-2b Final Distribution Date” shall mean the [                    ] 20[    ] Distribution Date.]

[“Class A-2b Noteholder” shall mean the Person in whose name a Class A-2[b] Note is registered on the Note Register.]

[“Class A-2b Notes” shall mean the LIBOR + [            ]% Class A-2[b] Asset-Backed Notes issued by the Issuer pursuant to this Indenture in the initial aggregate principal amount of $[            ].]

[“Class A-2b Rate” shall mean LIBOR + [            ]% per annum.]

“Class A-3 Final Distribution Date” shall mean the [                    ] 20[    ] Distribution Date.

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

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

“Class A-3 Rate” shall mean [            ]% per annum.

“Class A-4 Final Distribution Date” shall mean the [            ] 20[    ] Distribution Date.

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

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

“Class A-4 Rate” shall mean [            ]% per annum.

“Class B Final Distribution Date” shall mean the [            ] 20[    ] Distribution Date.

“Class B Noteholder” shall mean the Person in whose name a Class B Note is registered on the Note Register.

“Class B Notes” shall mean the [            ]% Class B Asset-Backed Notes issued by the Issuer pursuant to this Indenture in the initial aggregate principal amount of $[            ].

“Class B Rate” shall mean [            ]% per annum.

4

“Class C Final Distribution Date” shall mean the [                    ] 20[    ] Distribution Date.

“Class C Noteholder” shall mean the Person in whose name a Class C Note is registered on the Note Register.

“Class C Notes” shall mean the [            ]% Class C Asset-Backed Notes issued by the Issuer pursuant to this Indenture in the initial aggregate principal amount of $[            ].

“Class C Rate” shall mean [            ]% per annum.

“Class D Final Distribution Date” shall mean the [            ] 20[    ] Distribution Date.

“Class D Noteholder” shall mean the Person in whose name a Class D Note is registered on the Note Register.

“Class D Notes” shall mean the [            ]% Class D Asset-Backed Notes issued by the Issuer pursuant to this Indenture in the initial aggregate principal amount of $[            ].

“Class D 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[a] Final Distribution Date, [the Class A-2b Final Distribution Date,] the Class A-3 Final Distribution Date, the Class A-4 Final Distribution Date, the Class B Final Distribution Date, the Class C Final Distribution Date and the Class D 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[    ].

5

“Commission” shall mean the Securities and Exchange Commission.

“Controlling Class” shall mean (i) the Class A Notes so long as any Class A Notes are outstanding, (ii) thereafter the Class B Notes so long as any Class B Notes are outstanding, (iii) thereafter the Class C Notes so long as any Class C Notes are outstanding and (iv) thereafter [the Class D Notes].

“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.

“Delaware Trustee” shall mean [                    ], a Delaware [                    ], not in its individual capacity but solely as Delaware Trustee under the Trust Agreement, and any successor Delaware Trustee under the Trust Agreement.

“Depositor” shall mean CarMax Auto Funding LLC, a Delaware limited liability company.

“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)(xvii).

“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, depository institution 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

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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.

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

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

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

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

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

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

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

[“LIBOR” shall mean, for any Distribution Date and related Accrual Period, the rate per annum for deposits in United States dollars having a one-month maturity that appears on the Reuters Screen LIBOR01 Page as of 11:00 a.m., London time, on the applicable LIBOR Determination Date; provided, however, that for the first Accrual Period, LIBOR shall mean [            ]%, which is an interpolated rate for deposits in United States dollars for a period that corresponds to the actual number of days in the first Accrual Period; and, provided further, that, in the event that such rate does not appear on the Reuters Screen LIBOR01 Page on the applicable LIBOR Determination Date, then LIBOR shall be the arithmetic mean (rounded upwards to the nearest one-sixteenth of 1%) of the rates at which one-month United States dollar deposits are offered to prime banks in the London interbank market by four major banks in that market selected by the Calculation Agent as of the LIBOR Determination Date and time specified above and in an amount that is representative of a single transaction in such market at such time. If at least two such quotations are provided by such banks, LIBOR will be the arithmetic mean of such quotations. If fewer than two quotations are provided by such banks, then LIBOR shall be the arithmetic mean (rounded upwards to the nearest one-sixteenth of 1%) of the rates at which one-month loans in United States dollars are offered to leading European banks by three major banks in The City of New York selected by the Calculation Agent as of 11:00 a.m., New York City time, on the applicable LIBOR Determination Date and in an amount that is representative of a single transaction in such market at such time. If no such quotation can be obtained, LIBOR for such Distribution Date and related Accrual Period will be LIBOR for the prior Distribution Date and related Accrual Period. The determination of LIBOR for each Distribution Date and related Accrual Period by the Calculation Agent will be final and binding in the absence of manifest error.]

[“LIBOR Determination Date” shall mean, for any Distribution Date and related Accrual Period, two London Business Days prior to the Distribution Date preceding such Distribution Date (or, in the case of the first Distribution Date, two London Business Days prior to the Closing Date).]

[“London Business Day” shall mean, for the purpose of determining LIBOR, a day on which banking institutions in the City of London, England are open for general business (including dealings in foreign exchange and foreign currency deposits).]

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“Maryland Code” shall mean Maryland Code Annotated, Financial Institutions §11-401 et seq.

“Note Balance” shall mean, at any time, the aggregate principal amount of all Notes Outstanding at such time or the aggregate principal amount of all Notes of the Controlling Class Outstanding at such time, as the context requires.

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

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

“Note Rate” shall mean, in the case of the Class A-1 Notes, the Class A-1 Rate; in the case of the Class A-2[a] Notes, the Class A-2[a] Rate; [in the case of the Class A-2b Notes, the Class A-2b Rate;] in the case of the Class A-3 Notes, the Class A-3 Rate; in the case of the Class A-4 Notes, the Class A-4 Rate; in the case of the Class B Notes, the Class B Rate; in the case of the Class C Notes, the Class C Rate; and in the case of [the Class D Notes, the Class D 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[a] Noteholders, [the Class A-2b Noteholders,] the Class A-3 Noteholders, the Class A-4 Noteholders, the Class B Noteholders, the Class C Noteholders and the Class D Noteholders.

“Notes” shall mean the Class A-1 Notes, the Class A-2[a] Notes, [the Class A-2b Notes,] the Class A-3 Notes, the Class A-4 Notes, the Class B Notes, the Class C Notes and [the Class D 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 [(and, if such opinion is required to be addressed to the Swap Counterparty, the Swap Counterparty)], which opinion or opinions shall be addressed to the Indenture Trustee as Indenture Trustee, shall comply with any applicable requirements of Section 11.1 and shall be in form and substance satisfactory to the Indenture Trustee.

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“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 and interest on the Notes, on behalf of the Issuer.

“Pennsylvania Motor Vehicle Sales Finance Company Act” shall mean 69 P.S. §601 et seq.

“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,

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destroyed or stolen Note shall be deemed, for purposes of this definition, to evidence the same debt as the mutilated, lost, destroyed or stolen Note.

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

“Rating Agency” shall mean [                    ] or [                    ]; provided, however, that if [                    ] and [                    ] cease to exist, Rating Agency shall mean any nationally recognized statistical rating organization or other comparable Person designated by the Issuer, written notice of which designation shall have been given to the Depositor, the Servicer, the Indenture Trustee and the Owner Trustee.

“Rating Agency Condition” shall mean, with respect to any action, a condition that is satisfied if the person requesting such action (i) delivers a letter from each Rating Agency to the Depositor, the Seller, the Servicer, the Indenture Trustee, [the Swap Counterparty] and the Owner Trustee to the effect that such action will not result in a reduction or withdrawal of the then-current rating assigned by such Rating Agency to any Class of Notes or (ii) provides ten (10) Business Days’ prior written notice of such action to each Rating Agency and such Rating Agency has not notified the Depositor, the Seller, the Servicer, the Indenture Trustee, [the Swap Counterparty] and the Owner Trustee in writing that such action will result in a reduction or withdrawal of the then-current rating assigned by such Rating Agency to any Class of Notes.

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

“Redemption Date” shall mean the Distribution Date specified by the Servicer pursuant to Section 10.1 on which date the Indenture Trustee shall withdraw any amounts remaining in the Reserve Account and deposit the portion of such amounts 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.

[“Reuters Screen LIBOR01 Page” shall mean the display designated as the LIBOR01 Page on the Reuters service (or such other page as may replace the LIBOR01 page on that service or any successor service for the purpose of displaying LIBOR).]

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“Sale and Servicing Agreement” shall mean the Sale and Servicing Agreement, dated as of [                    ], 20[    ], among the Issuer, the Depositor, the Servicer and [the Backup Servicer].

“Seller” shall mean CarMax, in its capacity as seller of the Receivables under the Receivables Purchase Agreement.

“Servicer” shall mean CarMax, in its capacity as servicer of the Receivables under the Sale and Servicing Agreement.

“State” shall mean any of the 50 states of the United States or the District of Columbia.

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

[“Swap Agreement” shall mean the ISDA Master Agreement, dated [                    ], 20[    ], between the Issuer and the Swap Counterparty, including the Schedule thereto, the Credit Support Annex thereto and the Confirmation relating to the Class A-2b Notes, as the same may be amended or supplemented from time to time in accordance with the terms thereof, and includes any replacement interest rate swap agreement.]

[“Swap Counterparty” shall mean [                    ], a [                    ], as the swap counterparty under the Swap Agreement, or any successor or replacement swap counterparty from time to time.]

“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 Swap Agreement] and the other documents and certificates delivered in connection therewith.

“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[    ], among the Depositor, the Delaware Trustee and the Owner Trustee.

“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.

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(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;

(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;

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

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(viii) Article, Section and Exhibit references contained in this Indenture are references to Articles, Sections and Exhibits in or to this Indenture unless otherwise specified.

ARTICLE II

THE NOTES

SECTION 2.1 Form.

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

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

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

SECTION 2.2 Execution, Authentication and Delivery.

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

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

(c) The Indenture Trustee shall, upon Issuer Order, authenticate and deliver the Class A-1 Notes for original issue in an aggregate principal amount of $[            ], the Class A-2[a] Notes for original issue in an aggregate principal amount of $[            ], [the Class A-2b Notes for original issue in an aggregate principal amount of $[            ]], the Class A-3 Notes for original issue in an aggregate principal amount of $[            ], the Class A-4 Notes for original issue in an aggregate principal amount of $[            ], the Class B Notes for original issue in an aggregate principal amount of $[            ], the Class C Notes for original issue in an aggregate principal amount of $[            ] and [the Class

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D Notes] for original issue in an aggregate principal amount of [                    ]. The aggregate principal amounts of Class A-1 Notes, Class A-2[a] Notes, [the Class A-2b Notes,] Class A-3 Notes, Class A-4 Notes, Class B Notes, Class C Notes and Class D 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 $5,000 and in integral multiples of $1,000 in excess thereof.

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

SECTION 2.3 Temporary Notes.

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

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

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

SECTION 2.5 Registration; Registration of Transfer and Exchange.

(a) The Indenture Trustee initially shall be the registrar (the “Note Registrar”) for the purpose of registering Notes and transfers of Notes as herein provided. The Note Registrar shall cause to be kept a register (the “Note Register”) in which, subject to such

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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.

(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 Indenture Trustee may require payment by such Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in

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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.

(i) Each Person to whom a Note is transferred will be required to represent, in the case of a Definitive Note, or deemed to represent in the case of a Book-Entry Note, that (A) such Person is not an employee benefit plan, as described in Section 3(3) of ERISA, or a plan, as defined in Section 4975(e)(1) of the Code, that is subject to Title I of ERISA or to Section 4975 of the Code, a government plan subject to any State or local law similar to Title I of ERISA or Section 4975 of the Code which would prohibit, directly or indirectly, such government plan’s acquisition, holding or disposition of such Note, or a Person investing on behalf of or with “plan assets” of such a plan, or (B) the Person’s acquisition, holding and disposition of such Note are and will be eligible for relief under a prohibited transaction exemption.

(j) Any purported transfer of a Note not in accordance with this Section 2.5 shall be null and void and shall not be given effect for any purpose whatsoever.

SECTION 2.6 Mutilated, Destroyed, Lost or Stolen Notes.

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

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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) Prior to any acceleration of the Notes pursuant to Section 5.2, on each Distribution Date, upon receipt of written instructions from the Servicer pursuant to Section 4.6(d) of the Sale and Servicing Agreement, the Indenture Trustee shall apply the Available Funds for such Distribution Date to make the following payments and deposits in the following order of priority:

(i) to the Servicer, the Total Servicing Fee for the preceding Collection Period and any Unreimbursed Servicer Advances for the preceding Collection Period;

(ii) [to the Backup Servicer, the Total Backup Servicer Fee for the preceding Collection Period plus (a) any amounts due in connection with indemnification of the Backup Servicer and not paid pursuant to Section 7.3 of the Sale and Servicing Agreement and (b) if the Backup Servicer has become the Servicer pursuant to Section 8.2 of the Sale and Servicing Agreement, any Transition Costs due in connection with such transfer of servicing and not paid pursuant to Section 8.2(b) of the Sale and Servicing Agreement; provided, however, that total payments pursuant to clauses (a) and (b) of this clause (ii) shall not exceed $175,000 in the aggregate;]

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(iii) [to the Swap Counterparty, the Monthly Net Swap Payment Amount for such Distribution Date;]

(iv) [pro rata, (a)] to the Note Payment Account, for payment of interest on each Class of the Class A Notes, the Total Note Interest for each Class of the Class A Notes for such Distribution Date [and (b) to the Swap Counterparty, any Senior Swap Termination Payment Amount];

(v) to the Note Payment Account, for payment of principal of the Notes in the priority set forth in Section 2.8(b), the Priority Principal Distributable Amount, if any, for such Distribution Date;

(vi) to the Note Payment Account, for payment of interest on the Class B Notes, the Total Note Interest for the Class B Notes for such Distribution Date;

(vii) to the Note Payment Account, for payment of principal of the Notes in the priority set forth in Section 2.8(b), the Secondary Principal Distributable Amount, if any, for such Distribution Date;

(viii) to the Note Payment Account, for payment of interest on the Class C Notes, the Total Note Interest for the Class C Notes for such Distribution Date;

(ix) to the Note Payment Account, for payment of principal of the Notes in the priority set forth in Section 2.8(b), the Tertiary Principal Distributable Amount, if any, for such Distribution Date;

(x) [to the Note Payment Account, for payment of interest on the Class D Notes, the Total Note Interest for the Class D Notes for such Distribution Date;]

(xi) to the Note Payment Account, for payment of principal of the Notes in the priority set forth in Section 2.8(b), the Quaternary Principal Distributable Amount, if any, for such Distribution Date;

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

(xiii) to the Note Payment Account, for payment of principal of the Notes in the priority set forth in Section 2.8(b), the Regular Principal Distributable Amount, if any, for such Distribution Date;

(xiv) if [the Backup Servicer or] any Successor Servicer has become the Servicer pursuant to Section 8.2 of the Sale and Servicing Agreement, to [the Backup Servicer or] such other Successor Servicer, [as applicable, any Transition Costs due to the Backup Servicer in connection with such transfer of servicing and not paid pursuant to Section 8.2(b) of the Sale and Servicing Agreement that are in excess of the cap described in clause (ii) above plus] any Transition Costs due to such [other] Successor Servicer in connection with such transfer of servicing and not paid pursuant to Section

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8.2(b) of the Sale and Servicing Agreement plus the Additional Servicing Fee, if any, for the preceding Collection Period;

(xv) to [the Backup Servicer], any amounts due in connection with indemnification of [the Backup Servicer] and not paid pursuant to Section 7.3 of the Sale and Servicing Agreement that are in excess of the cap described in clause (ii) above;

(xvi) [to the Swap Counterparty, any Subordinate Swap Termination Payment Amount;] and

(xvii) unless the Notes have been declared immediately due and payable following an Event of Default, to the Certificate Payment Account, for payment to the Certificateholders, or, if the Notes have been declared immediately due and payable following an Event of Default, to the Note Payment Account, for payment to the Noteholders, any remaining Available Funds (the “Excess Collections”).

Notwithstanding any other provision of this Section 2.8 and except as provided in Section 5.5, following the occurrence and during the continuation of an Event of Default which has resulted in an acceleration of the Notes, the Indenture Trustee shall apply all Available Funds pursuant to Section 5.4(b).

If the amount on deposit in the Note Payment Account (including any portion of the Reserve Account Draw Amount) on any Distribution Date is less than the amount described in clause (iii) above for such Distribution Date, the Indenture Trustee shall pay the available amount to the Holders of each Class of Class A Notes [and the Swap Counterparty] pro rata based on the Total Note Interest payable to such Class on such Distribution Date [and any Senior Swap Termination Payment Amount payable to the Swap Counterparty on such Distribution Date, as applicable].

(b) The principal of each Note shall be payable in installments on each Distribution Date in an aggregate amount (unless the Notes have been declared immediately due and payable following an Event of Default) for all Classes of Notes equal to the sum of the Priority Principal Distributable Amount, the Secondary Principal Distributable Amount, the Tertiary Principal Distributable Amount, the Quaternary Principal Distributable Amount and the Regular Principal Distributable Amount, in each case for such Distribution Date. On each Distribution Date (unless the Notes have been declared immediately due and payable following an Event of Default), upon receipt of instructions from the Servicer pursuant to Section 4.6(d) of the Sale and Servicing Agreement, the Indenture Trustee shall apply or cause to be applied the amount on deposit in the Note Payment Account on such Distribution Date in respect of the Priority Principal Distributable Amount, the Secondary Principal Distributable Amount, the Tertiary Principal Distributable Amount, the Quaternary Principal Distributable Amount and the Regular Principal Distributable Amount, in each case for such Distribution Date, to make the following payments in the following order of priority:

(i) to the Class A-1 Noteholders until the principal amount of the Class A-1 Notes has been paid in full;

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(ii) following payment in full of the Class A-1 Notes, to the Class A-2[a] Noteholders [and the Class A-2b Noteholders, ratably,] until the principal amount of the Class A-2 Notes has been paid in full;

(iii) following payment in full of the Class A-2 Notes, to the Class A-3 Noteholders until the principal amount of the Class A-3 Notes has been paid in full;

(iv) following payment in full of the Class A-3 Notes, to the Class A-4 Noteholders until the principal amount of the Class A-4 Notes has been paid in full;

(v) following payment in full of the Class A-4 Notes, to the Class B Noteholders until the principal amount of the Class B Notes has been paid in full;

(vi) following payment in full of the Class B Notes, to the Class C Noteholders until the principal amount of the Class C Notes has been paid in full; and

(vii) [following payment in full of the Class C Notes, to the Class D Noteholders until the principal amount of the Class D Notes has been paid in full.]

(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[a] Notes, to the extent not previously paid, shall be due and payable on the Class A-2[a] Final Distribution Date, [the principal amount of the Class A-2b Notes, to the extent not previously paid, shall be due and payable on the Class A-2b Final Distribution Date,] the principal amount of the Class A-3 Notes, to the extent not previously paid, shall be due and payable on the Class A-3 Final Distribution Date, the principal amount of the Class A-4 Notes, to the extent not previously paid, shall be due and payable on the Class A-4 Final Distribution Date, the principal amount of the Class B Notes, to the extent not previously paid, shall be due and payable on the Class B Final Distribution Date, the principal amount of the Class C Notes, to the extent not previously paid, shall be due and payable on the Class C Final Distribution Date [and the principal amount of the Class D Notes, to the extent not previously paid, shall be due and payable on the Class D Final Distribution Date].

(d) The Class A-1 Notes, the Class A-2[a] Notes, [the Class A-2b Notes,] the Class A-3 Notes, the Class A-4 Notes, the Class B Notes, the Class C Notes and [the Class D Notes] shall accrue interest during each Accrual Period at the Class A-1 Rate, the Class A-2[a] Rate, [the Class A-2b Rate,] the Class A-3 Rate, the Class A-4 Rate, the Class B Rate, the Class C Rate and the Class D Rate, respectively, and such interest shall be due and payable on each Distribution Date. Interest on the Class A-1 Notes [and the Class A-2b 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[a] Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes, the Class C Notes and [the Class D Notes] shall be calculated on the basis of a 360-day year of twelve 30-day months. Subject to Section 3.1, any installment of interest or principal, if any, payable on any Note that is punctually paid or duly provided for on the applicable Distribution Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the related Record Date by check mailed first-class postage prepaid to such Person’s address as it appears on the Note Register on such Record Date or by wire transfer in immediately available

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funds to the account designated in writing to the Indenture Trustee by such Person at least five Business Days prior to the related 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 Person, 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 in respect of principal together with all Excess Collections, if any, to make the following payments in the following order of priority:

(i) to the Class A-1 Noteholders until the principal amount of the Class A-1 Notes has been paid in full;

(ii) to the Holders of each Class of the remaining Class A Notes, pro rata based on the outstanding principal amount of such Class as of such Distribution Date, until the principal amount of each such Class of the remaining Class A Notes has been paid in full;

(iii) to the Class B Noteholders until the principal amount of the Class B Notes has been paid in full;

(iv) to the Class C Noteholders until the principal amount of the Class C Notes has been paid in full; and

(v) to the Class D Noteholders until the principal amount of [the Class D Notes] has been paid in full.

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(g) The Indenture Trustee shall transfer amounts from the Reserve Account and deposit amounts transferred from the Reserve Account, in each case at the written direction of the Servicer and on behalf of the Noteholders, in accordance with the Sale and Servicing Agreement.

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

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

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(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 2.11 shall control;

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

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

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

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 or (ii) 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.

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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 entity into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any entity resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any entity 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 entity.

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.

SECTION 2.15 [Calculation Agent].

(a) [The Issuer hereby agrees that, for so long as any of the Class A-2b Notes remain Outstanding, the Issuer will at all times cause there to be an agent appointed to calculate LIBOR in respect of each Accrual Period (the “Calculation Agent”), which agent shall (i) be a financial institution, subject to supervision or examination by federal or state authority, (ii) have a rating of at least “[        ]” by [                ] and “[        ]” by [                ], (iii) have an office within the United States and (iv) be engaged generally in transactions in U.S. Eurodollar deposits in the international Eurodollar market.]

(b) [The Issuer hereby appoints the Indenture Trustee as Calculation Agent for purposes of determining LIBOR on each LIBOR Determination Date for each Accrual Period.]

(c) [The Calculation Agent may be removed by the Issuer at any time. If the Calculation Agent is unable or unwilling to act as such, is removed by the Issuer or fails to determine LIBOR for any Accrual Period, the Issuer will promptly appoint a replacement Calculation Agent. The Calculation Agent may not resign its duties without a successor having been duly appointed.]

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[The Calculation Agent shall, as soon as possible after 11:00 a.m. (London time) on each LIBOR Determination Date, but in no event later than 11:00 a.m. (London time) on the Business Day immediately following each LIBOR Determination Date, calculate LIBOR for the related Accrual Period and will communicate such rate to the Issuer, the Servicer, the Swap Counterparty and the Indenture Trustee (if the Indenture Trustee is not acting as Calculation Agent).]

ARTICLE III

COVENANTS

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

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

SECTION 3.3 Money for Payments To Be Held in Trust.

(a) As provided in Section 8.2, all payments of amounts due and payable with respect to the Notes that are to be made from amounts withdrawn from the applicable 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 applicable 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

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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.

(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).

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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, in which case the Issuer shall keep in full effect its existence, rights and franchises under the laws of such other jurisdiction) and shall obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Indenture, the Notes, the Collateral and each other instrument or agreement included in the Trust Estate.

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

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

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

(iii) enforce any of the Collateral; or

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

The Issuer hereby authorizes the Indenture Trustee to file any financing statement or continuation statement required pursuant to this Section 3.5 and designates the Indenture Trustee as its agent and attorney-in-fact to execute any other instrument required to be executed pursuant to this Section 3.5. The Issuer further hereby authorizes the Indenture Trustee to file any financing statement and amendments thereto that indicate the Collateral (A) as all assets of the Issuer, all personal property of the Issuer or words of similar effect, regardless of whether any particular asset included in the Collateral falls within the scope of Article 9 of the Relevant UCC, or (B) as being of an equal or lesser scope or with greater detail.

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 as Exhibit D.

(b) On or before [                ] of each year (commencing with the year 20[    ]), the Issuer shall deliver to the Depositor, the Indenture Trustee, [the Swap Counterparty] and [the Backup Servicer] 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

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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 [                ] 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 Rating Agencies and the Administrator 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) If an Event of Servicing Termination shall have occurred and be continuing, the Indenture Trustee or the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class, in each case by notice then given in writing to the Depositor, the Servicer and [the Backup Servicer] (with a copy to the Indenture Trustee and the Owner Trustee if given by the Noteholders), may, pursuant to Section 8.1 of the Sale and Servicing Agreement, terminate all of the rights and obligations of the Servicer under the Sale and Servicing Agreement.

(f) Upon any termination of the Servicer’s rights and powers pursuant to Section 8.1 of the Sale and Servicing Agreement, the Issuer shall promptly notify the Depositor, the Indenture Trustee, [the Backup Servicer], the Administrator, [the Swap Counterparty] and the

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Rating Agencies in writing of such termination. Upon [the Backup Servicer] becoming the Servicer or any appointment of a Successor Servicer by the Issuer, the Issuer shall promptly notify the Depositor, the Indenture Trustee, the Administrator, [the Swap Counterparty] and the Rating Agencies in writing of such appointment, specifying in such notice the name and address of such Successor Servicer.

(g) The Issuer shall not waive timely performance by the Depositor, the Seller or the Servicer of their respective obligations under the Transaction Documents if such waiver would reasonably be expected to materially adversely affect the interests of the Noteholders.

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

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

(ii) claim any credit on, or make any deduction from the principal or interest payable in respect of, the Notes (other than amounts properly withheld from such payments under the Code or applicable State law) or assert any claim against any present 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 (including any lien arising in connection with any tax imposed under HB3), charge, excise, claim, security interest, mortgage or other encumbrance (other than the lien of this Indenture) to be created on or extend to or otherwise arise upon or burden the Trust Estate or any part thereof or any interest therein or the proceeds thereof (other than tax liens, mechanics’ liens and other liens that arise by operation of law, in each case on any of the Financed Vehicles and arising solely as a result of an action or omission of the related Obligor) or (C) permit the lien of this Indenture not to constitute a valid and perfected first priority (other than with respect to any such tax, mechanics’ or other lien) security interest in the Trust Estate;

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

(vi) incur, assume or guarantee any indebtedness other than the indebtedness evidenced by the Notes or indebtedness otherwise permitted by the

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Receivables Purchase Agreement, the Trust Agreement, the Sale and Servicing Agreement or this Indenture.

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

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

(ii) to the best of such Authorized Officer’s knowledge, based on such review, the Issuer has complied in all material respects 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 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 Swap Counterparty] and the Indenture Trustee, the due and punctual payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein;

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

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

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

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

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

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

(i) the Person that acquires by conveyance or transfer the properties or assets of the Issuer the conveyance or transfer of which is hereby restricted (A) shall be a United States citizen or a Person organized and existing under the laws of the United States or any State, (B) shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the due and punctual payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein, (C) shall expressly agree by means of such supplemental indenture that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of the Holders of the Notes, (D) unless otherwise provided in such supplemental indenture, shall expressly agree to indemnify, defend and hold harmless the Issuer against and from any loss, liability or expense arising under or related to this Indenture and the Notes and (E) shall expressly agree by means of such supplemental indenture that such Person (or if a group of Persons, then one specified Person) shall make all filings with the Commission (and any other appropriate Person) required by the Exchange Act in connection with the Notes;

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

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

(iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee and the Depositor) to the effect that such transaction will not have any material adverse tax consequence to the Issuer, [the Swap Counterparty,] 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 Swap Counterparty] and the Depositor an Officer’s Certificate and an Opinion of Counsel each stating that such conveyance or transfer and such supplemental indenture comply

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with this Article III and that all conditions precedent provided for in this Indenture relating to such transaction have been complied with (including any filing required by the Exchange Act).

SECTION 3.11 Successor or Transferee.

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

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

SECTION 3.12 No Other Business. The Issuer shall not engage in any business other than financing, acquiring, owning and pledging the Receivables in the manner contemplated by this Indenture and the other Transaction Documents, issuing the Notes pursuant to the terms hereof and the Certificate pursuant to the terms of the Trust Agreement 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.

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

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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 Rating Agencies, [the Swap Counterparty] and the Administrator prompt written notice of each Event of Default hereunder, each default on the part of the Depositor or the Servicer of its obligations under the Sale and Servicing Agreement and each default on the part of the Seller or the Depositor of its obligations under the Receivables Purchase Agreement.

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

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

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 [and the right of the Swap Counterparty to receive amounts owed under the Swap Agreement], (iv) Sections 3.3, 3.4, 3.5, 3.8, 3.10, 3.12, 3.13, 3.16 and 3.17, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.7 and the obligations of the Indenture Trustee under Section 4.3) and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when:

(A) either

(1) all Notes of all Classes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.6 and (ii) Notes for whose payment money has theretofore been irrevocably deposited in trust or segregated and held in trust by the

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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 (which will mature prior to the date needed), in an amount sufficient to pay and discharge the entire indebtedness on such Notes when due on the applicable Class Final Distribution Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.1(a)), as the case may be;

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

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

(D) the Issuer has delivered to the Depositor and the Indenture Trustee an Opinion of Counsel to the effect that the satisfaction and discharge of this Indenture pursuant to this Section 4.1 will not cause any Noteholder to be treated as having sold or exchanged any of its Notes for purposes of Section 1001 of the Code.

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.

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

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

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

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

(iv) the Issuer has delivered to the Depositor and the Indenture Trustee an Opinion of Counsel to the effect that the satisfaction, discharge and defeasance of the Notes pursuant to this Section 4.2 will not cause any Noteholder to be treated as having sold or exchanged any of its Notes for purposes of Section 1001 of the Code; and

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

SECTION 4.3 Application of Trust Money. All monies deposited with the Indenture Trustee pursuant to Section 4.1 shall be held in trust and applied by the Indenture Trustee, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent, [(a)] 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 [and (b) to the Swap Counterparty for the payment of all sums due and to become due under the Swap Agreement], 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

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be held and applied according to Section 3.3, and thereupon such Paying Agent shall be released from all further liability with respect to such monies.

ARTICLE V

REMEDIES

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

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

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

(iii) default in the observance or performance of any material covenant or agreement of the Issuer made in this Indenture (other than a covenant or agreement a default in the observance or performance of which is specifically dealt with elsewhere in this Section 5.1), and such default shall continue or not be cured for a period of sixty (60) days after there shall have been given, by registered or certified mail, to the Issuer by the Depositor or the Indenture Trustee or to the Issuer, the Depositor and the Indenture Trustee by the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class, a written notice specifying such default and requiring it to be remedied and stating that such notice is a notice of Default hereunder;

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

(v) the filing of a decree or order for relief by a court having jurisdiction in the premises in respect of the Issuer or any substantial part of the Trust Estate in an involuntary case under any applicable federal or State bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Issuer or for any substantial part of the Trust Estate, or ordering the winding-up or liquidation of the

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Issuer’s affairs, and such decree or order shall remain unstayed and in effect for a period of sixty (60) consecutive days; and

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

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

SECTION 5.2 Acceleration of Maturity; Rescission and Annulment.

(a) If an Event of Default shall have occurred and be continuing, the Indenture Trustee or the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class may, upon prior written notice to each Rating Agency, [the Swap Counterparty] and the Administrator, 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.

(b) If the Notes have been declared immediately due and payable following an Event of Default, before a judgment or decree for payment of the amount due has been obtained by the Indenture Trustee as hereinafter provided in this Article V, the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class, by written notice to the Issuer, the Depositor, the Indenture Trustee, the Rating Agencies, [the Swap Counterparty] and the Administrator, 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 [and under the Swap Agreement] 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.

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

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

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

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

(d) If there shall be pending, relative to the Issuer or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Trust Estate, Proceedings under Title 11 of the United States Code or any other applicable federal or State bankruptcy, insolvency or other similar law, or if a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor or Person, or if there shall be pending any other comparable judicial Proceedings relative to the Issuer or any other obligor upon the Notes, or to the creditors or property of the Issuer or such other obligor, the Indenture Trustee, irrespective of whether the principal of any Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:

(i) to file and prove a claim or claims for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim for reasonable compensation to the Indenture

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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 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.

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SECTION 5.4 Remedies; Priorities.

(a) If the Notes have been declared immediately due and payable following an Event of Default, the Indenture Trustee may, or at the written direction of the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class shall, [upon prior notice to the Swap Counterparty,] take one or more of the following actions as so directed (subject to Section 5.5):

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

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

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

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

provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Trust Estate at the direction of the Holders following an Event of Default, other than an Event of Default described in Section 5.1(i) or (ii), unless [(X)](A) the Holders of 100% of the Note Balance consent thereto, (B) the proceeds of such sale or liquidation will be sufficient to pay in full the Note Balance and all accrued but unpaid interest on the Outstanding Notes or (C) the Indenture Trustee determines that the Trust Estate will not continue to provide sufficient funds for the payment of principal of and interest on the Notes as they would have become due if the Notes had not been declared immediately due and payable, and the Indenture Trustee obtains the consent of the Holders of Notes evidencing not less than 66 2/3% of the Note Balance of the Controlling Class [and (Y)(A) the Indenture Trustee determines that the Trust Estate will not continue to provide sufficient funds for the payment of all amounts (including any termination payments) owed to the Swap Counterparty under the Swap Agreement or (B) the Swap Counterparty shall have otherwise consented to the sale or liquidation of the Trust Estate]. In determining such sufficiency or insufficiency with respect to clauses [(X)](B) and [(X)](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) Notwithstanding the provisions of Section 2.8 or Section 8.2, if the Indenture Trustee collects any money or property pursuant to this Section 5.4 and the Notes have been accelerated, it shall pay out such money or property (and other amounts, including all amounts held on deposit in the Reserve Account) in the following order of priority:

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(i) first, to the Servicer, the Total Servicing Fee for the preceding Collection Period and any Unreimbursed Servicer Advances for the preceding Collection Period;

(ii) [second, to the Backup Servicer, the Total Backup Servicer Fee for the preceding Collection Period plus any amounts due in connection with indemnification of the Backup Servicer and not paid pursuant to Section 7.3 of the Sale and Servicing Agreement plus, if the Backup Servicer has become the Servicer pursuant to Section 8.2 of the Sale and Servicing Agreement, any Transition Costs due in connection with such transfer of servicing and not paid pursuant to Section 8.2(b) of the Sale and Servicing Agreement;]

(iii) [third, to the Swap Counterparty, the Monthly Net Swap Payment Amount for such Distribution Date;]

(iv) fourth, on a pro rata basis, [(A)] to the Class A Noteholders, the Total Note Interest for each Class of the Class A Notes [and (B) to the Swap Counterparty, any Senior Swap Termination Payment Amount];

(v) fifth, if an Event of Default described in Section 5.1(i), (ii), (v) or (vi) has occurred, in the following order of priority:

(A) to the Class A-1 Noteholders until the principal amount of the Class A-1 Notes has been paid in full;

(B) to the Holders of each Class of the remaining Class A Notes, pro rata based on the outstanding principal amount of such Class of Class A Notes as of such Distribution Date, until the principal amount of each such Class of the remaining Class A Notes has been paid in full;

(C) to the Class B Noteholders, the Total Note Interest for the Class B Notes;

(D) to the Class B Noteholders, until the principal amount of the Class B Notes has been paid in full;

(E) to the Class C Noteholders, the Total Note Interest for the Class C Notes;

(F) to the Class C Noteholders, until the principal amount of the Class C Notes has been paid in full;

(G) [to the Class D Noteholders, the Total Note Interest for the Class D Notes;]

(H) [to the Class D Noteholders, until the principal amount of the Class D Notes has been paid in full;]

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(vi) sixth, if an Event of Default described in Section 5.1(iii) or (iv) has occurred, in the following order of priority:

(A) to the Class B Noteholders, the Total Note Interest for the Class B Notes;

(B) to the Class C Noteholders, the Total Note Interest for the Class C Notes;

(C) [to the Class D Noteholders, the Total Note Interest for the Class D Notes;]

(D) to the Class A-1 Noteholders until the principal amount of the Class A-1 Notes has been paid in full;

(E) to the Holders of each Class of the remaining Class A Notes, pro rata based on the outstanding principal amount of such Class of Class A Notes as of such Distribution Date, until the principal amount of each such Class of the remaining Class A Notes has been paid in full;

(F) to the Class B Noteholders, until the principal amount of the Class B Notes has been paid in full;

(G) to the Class C Noteholders, until the principal amount of the Class C Notes has been paid in full;

(H) [to the Class D Noteholders, until the principal amount of the Class D Notes has been paid in full;]

(vii) seventh, if [the Backup Servicer or] any [other] Successor Servicer has become the Servicer pursuant to Section 8.2 of the Sale and Servicing Agreement, to [the Backup Servicer or] such other Successor Servicer, [as applicable,] any Transition Costs due in connection with such transfer of servicing and not paid pursuant to Section 8.2(b) of the Sale and Servicing Agreement plus the Additional Servicing Fee, if any, for the preceding Collection Period;

(viii) eighth, to the Indenture Trustee, all amounts due to the Indenture Trustee as compensation pursuant to Section 6.7 not previously paid by the Administrator;

(ix) [ninth, to the Swap Counterparty, any Subordinate Swap Termination Payment Amount;] and

(x) tenth, to the Certificateholders, any remaining amounts.

Prior to an acceleration of the Notes following an Event of Default, if the Indenture Trustee collects any money or property pursuant to this Article V, such amounts shall

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be deposited in the Collection Account and distributed in accordance with Section 2.8 and Section 8.2.

(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 [and the Swap Counterparty] a notice that states the record date, the payment date and the amount to be paid.

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

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

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

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

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

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

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

It is understood and intended that no one or more Holders of Notes shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to

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affect, disturb or prejudice the rights of any other Holders of Notes or to obtain or to seek to obtain priority or preference over any other Holders of Notes or to enforce any right under this Indenture, except in the manner herein provided.

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

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

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

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

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

SECTION 5.11 Control by Noteholders of the Controlling Class. The Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class shall have the right to direct the time, method and place of conducting any Proceeding for any remedy

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available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided, however, that:

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

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

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

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

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

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

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litigant; provided, however, that the provisions of this Section 5.13 shall not apply to (i) any suit instituted by the Indenture Trustee, (ii) any suit instituted by any Noteholder or group of Noteholders, in each case holding Notes evidencing in the aggregate more than 10% of the Note Balance (or, in the case of any suit which is instituted by the Controlling Class, more than 10% of the Note Balance of the Controlling Class) or (iii) any suit instituted by any Noteholder for the enforcement of the payment of principal of or interest on any Note on or after the respective due dates expressed in such Note and in this Indenture (or, in the case of redemption, on or after the Redemption Date).

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

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

SECTION 5.16 Performance and Enforcement of Certain Obligations.

(a) Promptly following a request from the Indenture Trustee to do so, and at the Administrator’s expense (or, if the Indenture Trustee is then acting as the Administrator, at the expense of CarMax), 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 of the Controlling Class shall (subject to Section 6.2(f)), exercise all rights, remedies, powers, privileges and claims of the Issuer against the Depositor or the Servicer

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under or in connection with the Sale and Servicing Agreement or against the Seller under or in connection with the Receivables Purchase Agreement, including the right or power to take any action to compel or secure performance or observance by the Depositor or the Servicer, as the case may be, of its obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Sale and Servicing Agreement or the Receivables Purchase Agreement, as the case may be, and any right of the Issuer to take such action shall be suspended.

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

(d) If an Event of Default shall have occurred and be continuing, the Indenture Trustee may, and at the direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)) of the Holders of Notes evidencing not less than 66 2/3% of the Note Balance of the Controlling Class shall (subject to Section 6.2(f)), 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

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expressed therein, upon certificates or opinions furnished to the Indenture Trustee and, if required by the terms of this Indenture, conforming to the requirements of this Indenture; provided, however, that the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture.

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

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

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

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

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

(e) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law or the terms of this Indenture or the Sale and Servicing Agreement [or the Swap 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 (i) a Responsible Officer shall have actual knowledge of such Event of Default or (ii) 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

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Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an Officer’s Certificate or Opinion of Counsel unless it is proved that the Indenture Trustee was negligent in such reliance.

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

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

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

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

(g) The Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, 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.

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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, [the Swap Counterparty] and the Administrator notice of such Default within ninety (90) days after it occurs. Except in the case of a Default in payment of principal of or interest on any Note (including payments pursuant to the mandatory redemption provisions of such Note), the Indenture Trustee may withhold the notice if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of Noteholders.

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

SECTION 6.7 Compensation and Indemnity.

(a) The Administrator, on behalf of the Issuer, shall pay to the Indenture Trustee from time to time reasonable compensation for its services. The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Administrator, on behalf of the Issuer, shall reimburse the Indenture Trustee for all expenses, advances and disbursements reasonably incurred or made by it, including costs of collection, in addition to the compensation for its services; provided, however, that the Administrator need not reimburse the Indenture Trustee for any expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faith. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts. The Administrator, on behalf of the Issuer, shall indemnify the Indenture Trustee for, and hold it and its officers, directors, employees, representatives and agents, harmless against, any and all loss, liability or expense (including 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. If the Indenture Trustee is then acting as Administrator, all payment obligations to the Indenture Trustee pursuant to this Section 6.7 shall be paid by CarMax.

(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.

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(c) 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 Administrator, the Depositor, [the Swap Counterparty] and the Noteholders. The Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class, may remove the Indenture Trustee without cause by notifying the Indenture Trustee (with a copy to the Issuer, the Administrator, the Depositor, [the Swap Counterparty] and the Rating Agencies) of such removal and, following such removal, may appoint a successor Indenture Trustee. The Issuer shall remove the Indenture Trustee if:

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

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

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

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

If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Administrator shall promptly appoint a successor Indenture Trustee.

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

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

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(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, the Administrator, [the Swap Counterparty] and the Depositor with prior written notice of any such transaction.

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

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

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

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separately without the Indenture Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Indenture Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Indenture Trustee;

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

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

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

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

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

Within 90 days after ascertaining the occurrence of an Event of Default which shall not have been cured or waived, unless authorized by the Commission, the Indenture Trustee shall resign with respect to the Class A Notes, the Class B Notes, the Class C Notes or [the Class D Notes] in accordance with Section 6.8, and the Issuer shall appoint a successor Indenture Trustee for one or more of such Classes, as applicable, so that there will be separate Indenture Trustees for the Class A Notes, the Class B Notes, the Class C Notes or [the Class D Notes]. In the event the Indenture Trustee fails to comply with the terms of the preceding sentence, the Indenture Trustee shall comply with clauses (ii) and (iii) of TIA Section 310(b).

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In the case of the appointment pursuant to this Section 6.11 of a successor Indenture Trustee with respect to any Class of Notes, the Issuer, the retiring Indenture Trustee and the successor Indenture Trustee with respect to such Class of Notes shall execute and deliver an indenture supplemental hereto wherein each successor Indenture Trustee shall accept such appointment and which (i) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, the successor Indenture Trustee all the rights, powers, trusts and duties of the retiring Indenture Trustee with respect to the Notes of the Class to which the appointment of such successor Indenture Trustee relates, (ii) if the retiring Indenture Trustee is not retiring with respect to all Classes of Notes, shall contain such provisions as shall be deemed necessary or desirable to confirm that all rights, powers, trusts and duties of the retiring Indenture Trustee with respect to the Notes of each Class as to which the retiring Indenture Trustee is not retiring shall continue to be vested in the Indenture Trustee and (iii) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Indenture Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such Indenture Trustees co-trustees of the same trust and that each such Indenture Trustee shall be a trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Indenture Trustee; and upon the removal of the retiring Indenture Trustee shall become effective to the extent provided herein.

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.

SECTION 6.13 Sales Finance Company Licenses. The Issuer shall take such action as, in its reasonable judgment, shall be necessary to maintain the effectiveness of all sales finance company licenses required under the Maryland Code and all licenses required under the Pennsylvania Motor Vehicle Sales Finance Company Act in connection with this Indenture and the transactions contemplated hereby until the lien and security interest of this Indenture shall no longer be in effect in accordance with the terms hereof.

ARTICLE VII

NOTEHOLDERS’ LISTS AND REPORTS

SECTION 7.1 Issuer To Furnish Indenture Trustee Names and Addresses of Noteholders. If and so long as the Indenture Trustee is not the Note Registrar, 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, with respect to Notes issued as Book-Entry Notes, no such list shall be required to be furnished.

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SECTION 7.2 Preservation of Information; Communications to Noteholders.

(a) The Indenture Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of the Holders of Notes contained in the most recent list furnished to the Indenture Trustee as provided in Section 7.1 and the names and addresses of the Holders of Notes received by the Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any list furnished to it as provided in Section 7.1 upon receipt of a new list so furnished.

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

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

SECTION 7.3 Reports by Issuer.

(a) The Issuer shall:

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

(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 [                    ], beginning with [                    ], 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).

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

ARTICLE VIII

ACCOUNTS, DISBURSEMENTS AND RELEASES

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

SECTION 8.2 Trust Accounts.

(a) On or before the Closing Date, the Issuer shall cause the Servicer to establish and maintain, in the name of the Indenture Trustee, for the benefit of the Noteholders, [the Swap Counterparty] and the Certificateholders, 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 [and the Swap Counterparty], 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

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Noteholders, the Note Payment Account as provided in Section 4.1(b) of the Sale and Servicing Agreement. On each Distribution Date, the Indenture Trustee shall apply or cause to be applied the amount on deposit in the Note Payment Account on such Distribution Date in accordance with Section 2.8(b) or (f), as applicable.

SECTION 8.3 General Provisions Regarding Accounts.

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

(b) Subject to Section 6.1(c), the Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any of the Trust Accounts resulting from any loss on any Permitted Investment included therein, except for losses attributable to the Indenture Trustee’s failure to make payments on such Permitted Investments issued by the Indenture 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

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Trustee as provided in this Article VIII shall be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any monies.

(b) The Indenture Trustee shall, at such time as there are no Notes Outstanding and all sums due the Indenture Trustee pursuant to Section 6.7 [and to the Swap Counterparty pursuant to the Swap Agreement] 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 addressed to the Indenture Trustee [and the Swap Counterparty] 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, addressed to the Indenture Trustee [and the Swap Counterparty], 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 [or the Swap Counterparty] 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, with prior written notice to the Rating Agencies, [the Swap Counterparty] and the Administrator, 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;

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

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

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

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

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

provided, however, that (i) no such supplemental indenture may materially adversely affect the interests of any Noteholder, and (ii) no such supplemental indenture will be permitted unless an Opinion of Counsel is delivered to the Indenture Trustee to the effect that such supplemental indenture will not cause the Issuer to be characterized for federal income tax purposes as an association taxable as a corporation or otherwise have any material adverse impact on the federal income taxation of any Notes Outstanding or any Noteholder. A supplemental indenture shall be deemed not to materially adversely affect the interests of any Noteholder if (i) the Person requesting such supplemental indenture obtains and delivers to the Indenture Trustee an Opinion of Counsel to that effect or (ii) the Rating Agency Condition is satisfied. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. [Promptly after the execution of any such supplemental indenture, the Issuer shall provide an executed copy of such supplemental indenture to the Swap Counterparty.]

SECTION 9.2 Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, with the consent of the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class and with prior notice to the Rating Agencies, [the Swap Counterparty] and the Administrator, by Act of such Holders delivered to the Issuer and the Indenture Trustee, at any time and from time to time, enter into one or more indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that (i) no such supplemental indenture may materially adversely affect the interests of any Noteholder and (ii) no such supplemental indenture will be permitted unless an Opinion of

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Counsel is delivered to the Indenture Trustee to the effect that such supplemental indenture will not cause the Issuer to be characterized for federal income tax purposes as an association taxable as a corporation or otherwise have any material adverse impact on the federal income taxation of any Notes Outstanding or any Noteholder; and, provided further, that no such supplemental indenture may, without the consent of the Holder of each Outstanding Note affected by such supplemental indenture:

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

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

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

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

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

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

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

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

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(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 [(A)] 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 [and (B) to the Swap Counterparty a copy of such amendment or 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.

[Notwithstanding anything to the contrary in Section 9.1 or Section 9.2, no amendment or supplemental indenture to this Indenture, or any provision or definition set forth in any other Transaction Document which is incorporated by reference in this Indenture, may be entered into without the prior written consent of the Swap Counterparty if such amendment or supplemental indenture could have a materially adverse effect on the Swap Counterparty.]

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.

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

ARTICLE X

REDEMPTION OF NOTES

SECTION 10.1 Redemption.

(a) The Notes are subject to redemption in whole, but not in part, at the direction of the Servicer, pursuant to Section 9.1(a) of the Sale and Servicing Agreement, on any Distribution Date on which the Servicer exercises its option to purchase the assets of the Issuer pursuant to such Section 9.1(a), and the amount paid by the Servicer shall be treated as collections in respect of the Receivables and applied to pay all amounts due to the Servicer under the Sale and Servicing Agreement, [all amounts owed to the Swap Counterparty under the Swap Agreement,] all amounts due to [the Backup Servicer] under the Sale and Servicing Agreement and the unpaid principal amount of the Notes plus all accrued and unpaid interest (including any overdue interest) thereon. If the Notes are to be redeemed pursuant to this Section 10.1(a), the Issuer shall furnish or cause the Servicer to furnish notice of such redemption to the Depositor, the Indenture Trustee, the Rating Agencies, [the Swap Counterparty] and the Administrator not later than ten (10) 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 [(i)] 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 [and (ii) owed to the Swap Counterparty shall be paid in full] . 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 Rating Agencies, [the Swap Counterparty] and the Administrator not later than ten (10) 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.

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All notices of redemption shall state:

(i) the Redemption Date;

(ii) the Redemption Price; and

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

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

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

ARTICLE 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;

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

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

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

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

(d) Whenever any property or securities are to be released from the lien of this Indenture, the Issuer shall also furnish to the Indenture Trustee [and the Swap Counterparty] 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 [and the Swap Counterparty] 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 [and the Swap Counterparty] 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.

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

SECTION 11.2 Form of Documents Delivered to Indenture Trustee.

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

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

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

(d) Whenever in this Indenture, in connection with any application or certificate or report to the Indenture Trustee, it is provided that the Issuer shall deliver any document as a condition of the granting of such application, or as evidence of the Issuer’s compliance with any term hereof, it is intended that the truth and accuracy, at the time of the granting of such application or at the effective date of such certificate or report (as the case may be), of the facts and opinions stated in such document shall in such case be conditions precedent to the right of the Issuer to have such application granted or to the sufficiency of such certificate 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

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in and evidenced by one or more instruments of substantially similar tenor signed by the Noteholders in person or by agents duly appointed in writing, and except as herein otherwise expressly provided such action shall become effective when such instrument or instruments are delivered to the Indenture Trustee and, where it is hereby expressly required, to the Issuer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.1) conclusive in favor of the Indenture Trustee and the Issuer, if made in the manner provided in this Section 11.3.

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

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

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

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

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

(ii) the Issuer by the Indenture Trustee or by any Noteholder, shall be sufficient for every purpose hereunder if in writing and sent by first-class mail, postage prepaid, or overnight courier to the Issuer addressed to: CarMax Auto Owner Trust 20[__]-[__], in care of [                    ], [                    ], [                    ], [                    ], [                    ] [            ], Attention: [                    ], with a copy to the Administrator at 12800 Tuckahoe Creek Parkway, Richmond, Virginia 23238, 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 sent by first-class mail, postage prepaid, or overnight courier to the Depositor addressed to CarMax Auto Funding LLC at 12800 Tuckahoe Creek Parkway, Suite 400, Richmond, Virginia 23238, Attention: Treasurer; or

(iv) the Administrator by the Indenture Trustee, the Issuer, the Servicer, the Depositor or any Noteholder, shall be sufficient for every purpose hereunder

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if in writing and sent by first-class mail, postage prepaid, or overnight courier to the Administrator addressed to CarMax Business Services, LLC at 12800 Tuckahoe Creek Parkway, Richmond, Virginia 23238, Attention: Treasury Department.

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 case of [                    ], at the following address: [                    ], [                    ], [                    ], [                    ] [            ], Attention: [                    ] and (ii) in the case of [                    ], at the following address: [                    ], [                    ], [                    ], [                    ], [                    ] [            ]. 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

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Indenture Trustee a copy of each such agreement and the Indenture Trustee shall cause payments to be made and notices to be given in accordance with such agreements.

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

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

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

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

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

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

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

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

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

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

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

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

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except to the extent that the Indenture Trustee may reasonably determine that such disclosure is consistent with its obligations hereunder.

SECTION 11.19 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 Swap Counterparty] 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.

SECTION 11.20 Limitation on Recourse to CarMax Funding. Notwithstanding anything to the contrary contained herein, the Depositor shall only be required to pay (i) any fees, expenses, indemnities or other liabilities that it may incur under the Transaction Documents from funds available pursuant to, and in accordance with, the applicable payment priorities set forth in the Transaction Documents and (ii) to the extent the Depositor has additional funds available (other than funds described in the preceding clause (i)) that would be in excess of amounts that would be necessary to pay the debt and other obligations of the Depositor in accordance with the Depositor’s certificate of formation, operating agreement and all financing documents to which the Depositor is a party. The agreement set forth in the preceding sentence shall constitute a subordination agreement for purposes of Section 510(a) of the Bankruptcy Code. In addition, no amount owing by the Depositor under any Transaction Document in excess of liabilities that it is required to pay in accordance with the preceding sentence shall constitute a “claim” (as defined in Section 101(5) of the Bankruptcy Code) against it.

SECTION 11.21 [Obligations with Respect to the Swap Counterparty]. [Any obligations or duties owed to, or rights of, the Swap Counterparty hereunder, including the right of the Swap Counterparty to consent to, or receive notice of, any actions hereunder shall terminate upon payment in full of the Class A-2b Notes and indefeasible payment of all amounts owed to the Swap Counterparty under the Swap Agreement.]

[SIGNATURE PAGE FOLLOWS]

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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:

Indenture

S-1

Exhibit A-1

Form of Class A-1 Note

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

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

REGISTERED	$[                    ]
NO. A-1	CUSIP NO. [                    ]

CARMAX AUTO OWNER TRUST 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 March 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

A1-1

preceding Distribution Date (after giving effect to all payments of principal made on such preceding Distribution Date), subject to certain limitations contained in Section 3.1 of the Indenture. Interest on this Class A-1 Note shall accrue for each Distribution Date from and including the preceding Distribution Date (or, in the case of the initial Distribution Date or if no interest has been paid, from and including the Closing Date) to but excluding such Distribution Date. Interest shall be computed on the basis of actual days elapsed and a 360-day year. The principal of and interest on this Class A-1 Note shall be paid in the manner specified on the reverse hereof.

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

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

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

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

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

A1-2

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

Dated: [                    ], 20[    ]

CARMAX AUTO OWNER TRUST 20[    ]-[    ]
By:	[                    ],
	not in its individual capacity but solely as Owner Trustee

By:
	Name:
	Title:

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

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

Dated: [                    ], 20[    ]

[                    ],

not in its individual capacity but solely as Indenture Trustee

By:
	Name:
	Title:

A1-3

[REVERSE OF CLASS A-1 NOTE]

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

The Class A-1 Notes are and shall be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture. The Class A-2[a] Notes, [the Class A-2b Notes,] Class A-3 Notes, the Class A-4 Notes, the Class B Notes, the Class C Notes and [the Class D Notes] are subordinated to the Class A-1 Notes to the extent set forth in the Indenture and the Sale and Servicing Agreement.

As described above, the entire unpaid principal amount of this Class A-1 Note shall be due and payable on the earlier of the Class A-1 Final Distribution Date and the Redemption Date, if any, pursuant to Section 10.1 of the Indenture. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall be due and payable on the date on which an Event of Default shall have occurred and be continuing if the Indenture Trustee or the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class have declared the Notes to be immediately due and payable in the manner provided in Section 5.2 of the Indenture. All principal payments on the Class A-1 Notes shall be made pro rata to the Holders entitled thereto if the Notes have been declared immediately due and payable.

Payments of interest on this Class A-1 Note due and payable on any Distribution Date, together with the installment of principal, if any, due and payable on such Distribution Date, to the extent not in full payment of this Class A-1 Note, shall be made by check mailed to the Person whose name appears as the Holder of this Class A-1 Note (or one or more Predecessor Notes) on the Note Register as of the close of business on the Record Date preceding such Distribution Date or by wire transfer in immediately available funds to the account designated in writing to the Indenture Trustee by such Person at least five Business Days prior to the related Record 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

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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 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

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

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

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

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

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

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

This Class A-1 Note and the Indenture shall be 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 without giving effect to the

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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 Obligations Law).

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.

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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.

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Exhibit A-2[a]

Form of Class A-2[a] Note

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

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

REGISTERED	$[                    ]
NO. A-2a	CUSIP NO. [                    ]

CARMAX AUTO OWNER TRUST 20[    ]-[    ]

[    ]% CLASS A-2[a] 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[a] Notes pursuant to Section 2.8 of the Indenture dated as of [                    ], 20[    ] (as amended, supplemented or otherwise modified and in effect from time to time, the “Indenture”) between the Issuer and [                    ], a [                    ], as Indenture Trustee (in such capacity, the “Indenture Trustee”); provided, however, that principal of this Class A-2[a] 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[a] Note shall be due and payable on the earlier of the [                    ] 20[    ] Distribution Date (the “Class A-2[a] 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[a] Note at the rate per annum shown above on each Distribution Date, until the principal of this Class A-2[a] Note is paid or

A2a-1

made available for payment, on the principal amount of this Class A-2[a] Note outstanding on the preceding Distribution Date (after giving effect to all payments of principal made on such preceding Distribution Date), subject to certain limitations contained in Section 3.1 of the Indenture. Interest on this Class A-2[a] 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[a] 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[a] 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[a] Note on [                    ], 20[    ] shall equal $[                    ]. The principal of and interest on this Class A-2[a] 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[a] Note are payable in such coin or currency of the United States 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[a] Note shall be applied first to interest due and payable on this Class A-2[a] Note as provided above and then to the unpaid principal of this Class A-2[a] Note.

Reference is hereby made to the further provisions of this Class A-2[a] 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[a] 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[a] 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]

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IN WITNESS WHEREOF, the Issuer has caused this Class A-2[a] 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[a] 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:

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[REVERSE OF CLASS A-2[a] NOTE]

This Class A-2[a] Note is one of a duly authorized issue of Notes of the Issuer, designated as its [            ]% Class A-2[a] Asset-Backed Notes, which, together with the [            ]% Class A-1 Asset-Backed Notes, [the LIBOR + [            ] Class A-2b Notes,] the [            ]% Class A-3 Asset-Backed Notes, the [            ]% Class A-4 Asset-Backed Notes, the [            ]% Class B Asset-Backed Notes, the [            ]% Class C Asset-Backed Notes and [the [            ]% Class D 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[a] Notes are and shall be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture. The Class A-2[a] Notes are subordinated to the Class A-1 Notes to the extent set forth in the Indenture and the Sale and Servicing Agreement. The Class A-3 Notes, the Class A-4 Notes, the Class B Notes, the Class C Notes and [the Class D Notes] are subordinated to the Class A-2[a] Notes to the extent set forth in the Indenture and the Sale and Servicing Agreement. [The Class A-2a Notes and the Class A-2b notes are pari passu to the extent set forth in the Indenture and the Sale and Servicing Agreement.]

As described above, the entire unpaid principal amount of this Class A-2[a] Note shall be due and payable on the earlier of the Class A-2[a] 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, together with accrued and unpaid interest thereon through the date of acceleration, shall be due and payable on the date on which an Event of Default shall have occurred and be continuing if the Indenture Trustee or the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class have declared the Notes to be immediately due and payable in the manner provided in Section 5.2 of the Indenture. All principal payments on the Class A-2[a] 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[a] 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[a] Note, shall be made by check mailed to the Person whose name appears as the Holder of this Class A-2[a] 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 or by wire transfer in immediately available funds to the account designated in writing to the Indenture Trustee by such Person at least five Business Days prior to the related Record Date, except that with respect to Class A-2[a] 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[a] Note be submitted for notation of payment. Any reduction in the principal amount of this Class A-2[a] 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

A2a-4

Class A-2[a] Note and of any Class A-2[a] 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[a] 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[a] Note at the Indenture Trustee’s Corporate Trust Office or at the office of the Indenture Trustee’s agent appointed for such purposes located in New York, New York.

The Issuer shall pay interest on overdue installments of interest at the Class A-2[a] 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[a] Note may be registered on the Note Register upon surrender of this Class A-2[a] 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[a] 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[a] 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

A2a-5

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[a] Note is issued with the intention that, for federal, State and local income, and franchise tax purposes, the Notes will qualify as indebtedness of the Issuer secured by the Trust Estate. Each Noteholder or Note Owner, by its acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, agrees to treat the Notes for federal, State and local income, single business and franchise tax purposes as indebtedness of the Issuer.

Prior to the due presentment for registration of transfer of this Class A-2[a] 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[a] 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[a] Note shall be overdue, and none of the Issuer, the Indenture Trustee or any such agent shall be affected by notice to the contrary.

The Indenture permits the Owner Trustee, on behalf of the Issuer, and the Indenture Trustee, with certain exceptions therein provided, to amend or waive from time to time certain terms and conditions set forth in the Indenture without the consent of the Holders of the Notes. The Indenture also permits the Owner Trustee, on behalf of the Issuer, and the Indenture Trustee, with certain exceptions as therein provided, to amend or waive from time to time certain terms and conditions set forth in the Indenture with the consent of the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class. The Indenture also permits the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class, on behalf of the Holders of all the Notes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holders of not less than 51% of the Note Balance of the Controlling Class or the Holder of this Class A-2[a] 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[a] Note and of any Class A-2[a] 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[a] 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.

A2a-6

This Class A-2[a] Note and the Indenture shall be 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 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 Obligations Law).

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[a] 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[a] 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[a] Note.

A2a-7

ASSIGNMENT

SOCIAL SECURITY NUMBER

OR OTHER IDENTIFICATION

NUMBER OF ASSIGNEE:                     

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

(name and address of assignee)

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

Dated:

	*/
Signature Guaranteed:
	*/

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

A2a-8

[Exhibit A-2b

Form of Class A-2b Note

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

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

REGISTERED	$[                    ]
NO. A-2b	CUSIP NO. [                    ]

CARMAX AUTO OWNER TRUST 20[    ]-[    ]

LIBOR + [            ]% CLASS A-2b 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-2b Notes pursuant to Section 2.8 of the Indenture dated as of [                    ], 20[    ] (as amended, supplemented or otherwise modified and in effect from time to time, the “Indenture”) between the Issuer and [                    ], a [                    ], as Indenture Trustee (in such capacity, the “Indenture Trustee”); provided, however, that principal of this Class A-2b 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-2b Note shall be due and payable on the earlier of the [                    ] 20[    ] Distribution Date (the “Class A-2b 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-2b Note at a rate based on LIBOR determined in accordance with the terms of the Indenture plus [            ]% per annum on each

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Distribution Date, until the principal of this Class A-2b Note is paid or made available for payment, on the principal amount of this Class A-2b 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-2b Note shall accrue for each Distribution Date from and including the preceding Distribution Date (or, in the case of the initial Distribution Date or if no interest has been paid, from and including the Closing Date) to but excluding such Distribution Date. Interest shall be computed on the basis of actual days elapsed and a 360-day year. The principal of and interest on this Class A-2b 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-2b Note are payable in such coin or currency of the United States 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-2b Note shall be applied first to interest due and payable on this Class A-2b Note as provided above and then to the unpaid principal of this Class A-2b Note.

Reference is hereby made to the further provisions of this Class A-2b 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-2b 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-2b Note shall not entitle the Holder hereof to any benefit under the Indenture or be valid for any purpose.

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IN WITNESS WHEREOF, the Issuer has caused this Class A-2b 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-2b 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:

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[REVERSE OF CLASS A-2b NOTE]

This Class A-2b Note is one of a duly authorized issue of Notes of the Issuer, designated as its LIBOR + [            ]% Class A-2b Asset-Backed Notes, which, together with the [            ] Class A-1 Asset-Backed Notes, the [            ]% Class A-2a Asset-Backed Notes, the [            ]% Class A-3 Asset-Backed Notes, the [            ]% Class A-4 Asset-Backed Notes, the [            ]% Class B Asset-Backed Notes, the [            ]% Class C Asset-Backed Notes [and the [            ]% Class D 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-2b Notes are and shall be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture. The Class A-2b Notes are subordinated to the Class A-1 Notes to the extent set forth in the Indenture and the Sale and Servicing Agreement. The Class A-3 Notes, the Class A-4 Notes, the Class B Notes, the Class C Notes and [the Class D Notes] are subordinated to the Class A-2b Notes to the extent set forth in the Indenture and the Sale and Servicing Agreement. The Class A-2b Notes and the Class A-2a Notes are pari passu to the extent set forth in the Indenture and the Sale and Servicing Agreement.

As described above, the entire unpaid principal amount of this Class A-2b Note shall be due and payable on the earlier of the Class A-2b Final Distribution Date and the Redemption Date, if any, pursuant to Section 10.1 of the Indenture. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and payable on the date on which an Event of Default shall have occurred and be continuing if the Indenture Trustee or the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class have declared the Notes to be immediately due and payable in the manner provided in Section 5.2 of the Indenture. All principal payments on the Class A-2b 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-2b 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-2b Note, shall be made by check mailed to the Person whose name appears as the Holder of this Class A-2b 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 or by wire transfer in immediately available funds to the account designated in writing to the Indenture Trustee by such Person at least five Business Days prior to the related Record Date, except that with respect to Class A-2b 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-2b Note be submitted for notation of payment. Any reduction in the principal amount of this Class A-2b 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-2b Note and of any Class A-2b Note issued upon the registration of transfer hereof or in

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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-2b 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-2b Note at the Indenture Trustee’s Corporate Trust Office or at the office of the Indenture Trustee’s agent appointed for such purposes located in New York, New York.

The Issuer shall pay interest on overdue installments of interest at the Class A-2b 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-2b Note may be registered on the Note Register upon surrender of this Class A-2b 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-2b 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-2b 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

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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-2b Note is issued with the intention that, for federal, State and local income, and franchise tax purposes, the Notes will qualify as indebtedness of the Issuer secured by the Trust Estate. Each Noteholder or Note Owner, by its acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, agrees to treat the Notes for federal, State and local income, single business and franchise tax purposes as indebtedness of the Issuer.

Prior to the due presentment for registration of transfer of this Class A-2b 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-2b 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-2b Note shall be overdue, and none of the Issuer, the Indenture Trustee or any such agent shall be affected by notice to the contrary.

The Indenture permits the Owner Trustee, on behalf of the Issuer, and the Indenture Trustee, with certain exceptions therein provided, to amend or waive from time to time certain terms and conditions set forth in the Indenture without the consent of the Holders of the Notes. The Indenture also permits the Owner Trustee, on behalf of the Issuer, and the Indenture Trustee, with certain exceptions as therein provided, to amend or waive from time to time certain terms and conditions set forth in the Indenture with the consent of the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class. The Indenture also permits the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class, on behalf of the Holders of all the Notes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holders of not less than 51% of the Note Balance of the Controlling Class or the Holder of this Class A-2b 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-2b Note and of any Class A-2b 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-2b 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.

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This Class A-2b Note and the Indenture shall be 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 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 Obligations Law).

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-2b 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-2b 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-2b Note.

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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.]

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Exhibit A-3

Form of Class A-3 Note

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

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

REGISTERED	$[                    ]
NO. A-3	CUSIP NO. [                    ]

CARMAX AUTO OWNER TRUST 20[    ]-[    ]

[            ]% CLASS A-3 ASSET-BACKED NOTE

CarMax Auto Owner Trust 20[    ]-[    ], a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuer”), for value received, hereby promises to pay to Cede & Co., or its registered assigns, the principal sum of [                    ] DOLLARS payable on each Distribution Date in an amount equal to the aggregate amount, if any, payable from the Note Payment Account in respect of principal on the Class A-3 Notes pursuant to Section 2.8 of the Indenture dated as of [                    ], 20[    ] (as amended, supplemented or otherwise modified and in effect from time to time, the “Indenture”) between the Issuer and [                    ], a [                    ], as Indenture Trustee (in such capacity, the “Indenture Trustee”); provided, however, that, except under certain limited circumstances described in the Indenture, principal of this Class A-3 Note will not be due and payable until the Class A-1 Notes, the Class A-2[a] Notes [and the Class A-2b 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.

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

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

The principal of and interest on this Class A-3 Note are payable in such coin or currency of the United States 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.

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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:

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[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[a] Asset-Backed Notes, [the LIBOR + [            ] Class A-2b Notes,] the [            ]% Class A-4 Asset-Backed Notes, the [            ]% Class B Asset-Backed Notes, the [            ]% Class C Asset-Backed Notes and [the [            ]% Class D Asset-Backed Notes] (collectively, the “Notes”), are issued under the Indenture, to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes. The Notes are subject to all terms of the Indenture.

The Class A-3 Notes are and shall be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture. The Class A-3 Notes are subordinated to the Class A-1 Notes, the Class A-2[a] Notes [and the Class A-2b Notes] to the extent set forth in the Indenture and the Sale and Servicing Agreement. The Class A-4 Notes, the Class B Notes, the Class C Notes and [the Class D Notes] are subordinated to the Class A-3 Notes to the extent set forth in the Indenture and the Sale and Servicing Agreement.

As described above, the entire unpaid principal amount of this Class A-3 Note shall be due and payable on the earlier of the Class A-3 Final Distribution Date and the Redemption Date, if any, pursuant to Section 10.1 of the Indenture. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall be due and payable on the date on which an Event of Default shall have occurred and be continuing if the Indenture Trustee or the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class have declared the Notes to be immediately due and payable in the manner provided in Section 5.2 of the Indenture. All principal payments on the Class A-3 Notes shall be made pro rata to the Holders entitled thereto if the Notes have been declared immediately due and payable.

Payments of interest on this Class A-3 Note due and payable on any Distribution Date, together with the installment of principal, if any, due and payable on such Distribution Date, to the extent not in full payment of this Class A-3 Note, shall be made by check mailed to the Person whose name appears as the Holder of this Class A-3 Note (or one or more Predecessor Notes) on the Note Register as of the close of business on the Record Date preceding such Distribution Date or by wire transfer in immediately available funds to the account designated in writing to the Indenture Trustee by such Person at least five Business Days prior to the related Record 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

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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 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

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

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

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

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

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

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

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

A3-6

and thereunder 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 Obligations Law).

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

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

A3-7

ASSIGNMENT

SOCIAL SECURITY NUMBER

OR OTHER IDENTIFICATION

NUMBER OF ASSIGNEE:                     

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

(name and address of assignee)

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

Dated:

	*/
Signature Guaranteed:
	*/

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

A3-8

Exhibit A-4

Form of Class A-4 Note

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

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

REGISTERED	$[                    ]
NO. A-4	CUSIP NO. [                    ]

CARMAX AUTO OWNER TRUST 20[    ]-[    ]

[            ]% CLASS A-4 ASSET-BACKED NOTE

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

A4-1

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

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

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

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

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

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

A4-2

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

Dated: [            ], 20[    ]

CARMAX AUTO OWNER TRUST 20[    ]-[    ]
By:	[                    ],
	not in its individual capacity but solely as Owner Trustee

By:
	Name:
	Title:

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

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

Dated: [                    ], 20[    ]

[                    ],

not in its individual capacity but solely as Indenture Trustee

By:
	Name:
	Title:

A4-3

[REVERSE OF CLASS A-4 NOTE]

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

The Class A-4 Notes are and shall be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture. The Class A-4 Notes are subordinated to the Class A-1 Notes, the Class A-2[a] Notes, [the Class A-2b Notes] and the Class A-3 Notes to the extent set forth in the Indenture and the Sale and Servicing Agreement. The Class B Notes, the Class C Notes and [the Class D Notes] are subordinated to the Class A-4 Notes to the extent set forth in the Indenture and the Sale and Servicing Agreement.

As described above, the entire unpaid principal amount of this Class A-4 Note shall be due and payable on the earlier of the Class A-4 Final Distribution Date and the Redemption Date, if any, pursuant to Section 10.1 of the Indenture. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall be due and payable on the date on which an Event of Default shall have occurred and be continuing if the Indenture Trustee or the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class have declared the Notes to be immediately due and payable in the manner provided in Section 5.2 of the Indenture. All principal payments on the Class A-4 Notes shall be made pro rata to the Holders entitled thereto if the Notes have been declared immediately due and payable.

Payments of interest on this Class A-4 Note due and payable on any Distribution Date, together with the installment of principal, if any, due and payable on such Distribution Date, to the extent not in full payment of this Class A-4 Note, shall be made by check mailed to the Person whose name appears as the Holder of this Class A-4 Note (or one or more Predecessor Notes) on the Note Register as of the close of business on the Record Date preceding such Distribution Date or by wire transfer in immediately available funds to the account designated in writing to the Indenture Trustee by such Person at least five Business Days prior to the related Record 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

A4-4

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 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

A4-5

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

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

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

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

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

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

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

A4-6

and thereunder 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 Obligations Law).

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

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

A4-7

ASSIGNMENT

SOCIAL SECURITY NUMBER

OR OTHER IDENTIFICATION

NUMBER OF ASSIGNEE:                             

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

(name and address of assignee)

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

Dated:

	*/
Signature Guaranteed:
	*/

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

A4-8

Exhibit B

Form of Class B Note

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

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

REGISTERED		$[                    ]
NO. B-1	CUSIP NO.	[                    ]

CARMAX AUTO OWNER TRUST 20[    ]-[    ]

[            ]% CLASS B ASSET-BACKED NOTE

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

B-1

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

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

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

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

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

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

B-2

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

Dated: [                    ], 20[__]

CARMAX AUTO OWNER TRUST 20[__]-[__]
By:	[                    ],
	not in its individual capacity but solely as Owner Trustee
By:
	Name:
	Title:

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

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

Dated: [                    ], 20[__]

[                    ],
not in its individual capacity but solely as Indenture Trustee
By:
	Name:
	Title:

B-3

[REVERSE OF CLASS B NOTE]

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

The Class B Notes are and shall be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture. The Class B Notes are subordinated to the Class A-1 Notes, the Class A-2[a] Notes, [the Class A-2b Notes,] the Class A-3 Notes and the Class A-4 Notes to the extent set forth in the Indenture and the Sale and Servicing Agreement. The Class C Notes and [the Class D Notes] are subordinated to the Class B Notes to the extent set forth in the Indenture and the Sale and Servicing Agreement.

As described above, the entire unpaid principal amount of this Class B Note shall be due and payable on the earlier of the Class B Final Distribution Date and the Redemption Date, if any, pursuant to Section 10.1 of the Indenture. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall be due and payable on the date on which an Event of Default shall have occurred and be continuing if the Indenture Trustee or the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class have declared the Notes to be immediately due and payable in the manner provided in Section 5.2 of the Indenture. All principal payments on the Class B Notes shall be made pro rata to the Holders entitled thereto if the Notes have been declared immediately due and payable.

Payments of interest on this Class B Note due and payable on any Distribution Date, together with the installment of principal, if any, due and payable on such Distribution Date, to the extent not in full payment of this Class B Note, shall be made by check mailed to the Person whose name appears as the Holder of this Class B Note (or one or more Predecessor Notes) on the Note Register as of the close of business on the Record Date preceding such Distribution Date or by wire transfer in immediately available funds to the account designated in writing to the Indenture Trustee by such Person at least five Business Days prior to the related Record Date, except that with respect to Class B Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payments will be made by wire transfer in immediately available funds to the account designated by such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of such Record Date without requiring that this Class B Note be submitted for notation of payment. Any reduction in the principal amount of this Class B Note (or any one or more Predecessor Notes) effected by any payments made on any Distribution Date shall be binding upon all future Holders of this Class B Note and of any Class B Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture,

B-4

for payment in full of the then remaining unpaid principal amount of this Class B Note on a Distribution Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, shall notify the Person who was the Holder hereof as of the Record Date preceding such Distribution Date by notice mailed or transmitted by facsimile prior to such Distribution Date, and the amount then due and payable shall be payable only upon presentation and surrender of this Class B Note at the Indenture Trustee’s Corporate Trust Office or at the office of the Indenture Trustee’s agent appointed for such purposes located in New York, New York.

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

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

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

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

Each Noteholder or Note Owner, by its acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees that such Noteholder or Note Owner shall not at any time institute against the Depositor or the Issuer, or join in any institution against the Depositor or the Issuer of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under any United States federal or State bankruptcy or similar law in

B-5

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

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

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

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

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

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

This Class B Note and the Indenture shall be 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 without giving effect to the

B-6

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 Obligations Law).

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 B Note at the times, place and rate, and in the coin or currency, herein prescribed.

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

B-7

ASSIGNMENT

SOCIAL SECURITY NUMBER

OR OTHER IDENTIFICATION

NUMBER OF ASSIGNEE:                             

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

(name and address of assignee)

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

Dated:

	*/
Signature Guaranteed:
	*/

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

B-8

Exhibit C

Form of Class C Note

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

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

REGISTERED		$[                    ]
NO. C-1	CUSIP NO.	[                    ]

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

[            ]% CLASS C ASSET-BACKED NOTE

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

C-1

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

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

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

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

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

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

C-2

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

Dated: [                    ], 20[__]

CARMAX AUTO OWNER TRUST 20[__]-[__]
By:	[                    ],
	not in its individual capacity but solely as Owner Trustee
By:
	Name:
	Title:

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

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

Dated: [                    ], 20[__]

[                    ],
not in its individual capacity but solely as Indenture Trustee
By:
	Name:
	Title:

C-3

[REVERSE OF CLASS C NOTE]

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

The Class C Notes are and shall be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture. The Class C Notes are subordinated to the Class A-1 Notes, the Class A-2[a] Notes, [the Class A-2b Notes,] the Class A-3 Notes, the Class A-4 Notes and the Class B Notes to the extent set forth in the Indenture and the Sale and Servicing Agreement. [The Class D Notes] are subordinated to the Class C Notes to the extent set forth in the Indenture and the Sale and Servicing Agreement.

As described above, the entire unpaid principal amount of this Class C Note shall be due and payable on the earlier of the Class C Final Distribution Date and the Redemption Date, if any, pursuant to Section 10.1 of the Indenture. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall be due and payable on the date on which an Event of Default shall have occurred and be continuing if the Indenture Trustee or the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class have declared the Notes to be immediately due and payable in the manner provided in Section 5.2 of the Indenture. All principal payments on the Class C Notes shall be made pro rata to the Holders entitled thereto if the Notes have been declared immediately due and payable.

Payments of interest on this Class C Note due and payable on any Distribution Date, together with the installment of principal, if any, due and payable on such Distribution Date, to the extent not in full payment of this Class C Note, shall be made by check mailed to the Person whose name appears as the Holder of this Class C Note (or one or more Predecessor Notes) on the Note Register as of the close of business on the Record Date preceding such Distribution Date or by wire transfer in immediately available funds to the account designated in writing to the Indenture Trustee by such Person at least five Business Days prior to the related Record Date, except that with respect to Class C Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payments will be made by wire transfer in immediately available funds to the account designated by such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of such Record Date without requiring that this Class C Note be submitted for notation of payment. Any reduction in the principal amount of this Class C Note (or any one or more Predecessor Notes) effected by any payments made on any Distribution Date shall be binding upon all future Holders of this Class C Note and of any Class C Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture,

C-4

for payment in full of the then remaining unpaid principal amount of this Class C Note on a Distribution Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, shall notify the Person who was the Holder hereof as of the Record Date preceding such Distribution Date by notice mailed or transmitted by facsimile prior to such Distribution Date, and the amount then due and payable shall be payable only upon presentation and surrender of this Class C Note at the Indenture Trustee’s Corporate Trust Office or at the office of the Indenture Trustee’s agent appointed for such purposes located in New York, New York.

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

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

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

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

Each Noteholder or Note Owner, by its acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees that such Noteholder or Note Owner shall not at any time institute against the Depositor or the Issuer, or join in any institution against the Depositor or the Issuer of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under any United States federal or State bankruptcy or similar law in

C-5

connection with any obligations relating to the Notes, the Certificates, the Indenture or any of the other Transaction Documents.

The Issuer has entered into the Indenture and this Class C Note is issued with the intention that, for federal, State and local income, and franchise tax purposes, the Notes will qualify as indebtedness of the Issuer secured by the Trust Estate. Each Noteholder or Note Owner, by its acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, agrees to treat the Notes for federal, State and local income, single business and franchise tax purposes as indebtedness of the Issuer.

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

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

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

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

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

This Class C Note and the Indenture shall be 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 without giving effect to the

C-6

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 Obligations Law).

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

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

C-7

ASSIGNMENT

SOCIAL SECURITY NUMBER

OR OTHER IDENTIFICATION

NUMBER OF ASSIGNEE:                             

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

(name and address of assignee)

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

Dated:

	*/
Signature Guaranteed:
	*/

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

C-8

[Exhibit D

Form of Class D Note

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

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

REGISTERED		$[                    ]
NO. D-1	CUSIP NO.	[                    ]

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

[            ]% CLASS D 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 D Notes] pursuant to Section 2.8 of the Indenture dated as of [                    ], 20[__] (as amended, supplemented or otherwise modified and in effect from time to time, the “Indenture”) between the Issuer and [                    ], a [                    ], as Indenture Trustee (in such capacity, the “Indenture Trustee”); provided, however, that principal of this Class D Note will not be due and payable until the Class A-1 Notes, the Class A-2[a] Notes, [the Class A-2b Notes,] the Class A-3 Notes, the Class A-4 Notes, the Class B Notes and the Class C Notes have been paid in full; and, provided further, that, if not paid prior to such date, the unpaid principal amount of this Class D Note shall be due and payable on the earlier of the [                    ] 20[__] Distribution Date (the “Class D 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.

D-1

The Issuer shall pay interest on this Class D Note at the rate per annum shown above on each Distribution Date, until the principal of this Class D Note is paid or made available for payment, on the principal amount of this Class D 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 D 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 D 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 D 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 D Note on [                    ], 20[__] shall equal $[                    ]. The principal of and interest on this Class D 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 D Note are payable in such coin or currency of the United States 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 D Note shall be applied first to interest due and payable on this Class D Note as provided above and then to the unpaid principal of this Class D Note.

Reference is hereby made to the further provisions of this Class D 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 D 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 D 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]

D-2

IN WITNESS WHEREOF, the Issuer has caused this Class D 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 D 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:

D-3

[REVERSE OF CLASS D NOTE]

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

The Class D Notes are and shall be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture. The Class D Notes are subordinated to the Class A-1 Notes, the Class A-2[a] Notes, [the Class A-2b Notes,] the Class A-3 Notes, the Class A-4 Notes, the Class B Notes and the Class C Notes to the extent set forth in the Indenture and the Sale and Servicing Agreement.

As described above, the entire unpaid principal amount of this Class D Note shall be due and payable on the earlier of the Class D 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, together with accrued and unpaid interest thereon through the date of acceleration, shall be due and payable on the date on which an Event of Default shall have occurred and be continuing if the Indenture Trustee or the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class have declared the Notes to be immediately due and payable in the manner provided in Section 5.2 of the Indenture. All principal payments on [the Class D 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 D 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 D Note, shall be made by check mailed to the Person whose name appears as the Holder of this Class D 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 or by wire transfer in immediately available funds to the account designated in writing to the Indenture Trustee by such Person at least five Business Days prior to the related Record Date, except that with respect to Class D 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 D Note be submitted for notation of payment. Any reduction in the principal amount of this Class D 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 D Note and of any Class D 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 D

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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 D Note at the Indenture Trustee’s Corporate Trust Office or at the office of the Indenture Trustee’s agent appointed for such purposes located in New York, New York.

The Issuer shall pay interest on overdue installments of interest at the Class D 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 D Note may be registered on the Note Register upon surrender of this Class D 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 D 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 D 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

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

Prior to the due presentment for registration of transfer of this Class D 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 D 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 D Note shall be overdue, and none of the Issuer, the Indenture Trustee or any such agent shall be affected by notice to the contrary.

The Indenture permits the Owner Trustee, on behalf of the Issuer, and the Indenture Trustee, with certain exceptions therein provided, to amend or waive from time to time certain terms and conditions set forth in the Indenture without the consent of the Holders of the Notes. The Indenture also permits the Owner Trustee, on behalf of the Issuer, and the Indenture Trustee, with certain exceptions as therein provided, to amend or waive from time to time certain terms and conditions set forth in the Indenture with the consent of the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class. The Indenture also permits the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class, on behalf of the Holders of all the Notes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holders of not less than 51% of the Note Balance of the Controlling Class or the Holder of this Class D Note (or any one or more Predecessor Notes) shall be conclusive and binding on such Holder and on all future Holders of this Class D Note and of any Class D 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 D 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 D Note and the Indenture shall be 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 without giving effect to the

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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 Obligations Law).

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 D 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 D 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 D Note.

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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.]

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EX-4.2

EXHIBIT 4.2 – FORM OF TRUST AGREEMENT

CARMAX AUTO FUNDING LLC,

as Depositor,

[                    ],

as Delaware Trustee

and

[                    ],

as Owner Trustee

AMENDED AND RESTATED TRUST AGREEMENT

Dated as of [                    ], 20[    ]

TABLE OF CONTENTS

		Page
	ARTICLE I
	DEFINITIONS
SECTION 1.1	Definitions		1
SECTION 1.2	Other Definitional Provisions		4
	ARTICLE II
	ORGANIZATION OF THE TRUST
SECTION 2.1	Name		5
SECTION 2.2	Office		5
SECTION 2.3	Purposes and Powers		5
SECTION 2.4	Appointment of Owner Trustee		6
SECTION 2.5	Initial Capital Contribution of Owner Trust Estate		6
SECTION 2.6	Declaration of Trust		6
SECTION 2.7	Liability of Certificateholders		7
SECTION 2.8	Title to Trust Property		7
SECTION 2.9	Situs of Trust		7
SECTION 2.10	Representations and Warranties of the Depositor		7
SECTION 2.11	Federal Income Tax Matters		9
	ARTICLE III
	CERTIFICATES AND TRANSFER OF INTERESTS
SECTION 3.1	Initial Ownership		9
SECTION 3.2	The Certificates		9
SECTION 3.3	Authentication of Certificates		10
SECTION 3.4	Registration of Certificates; Transfer and Exchange of Certificates		10
SECTION 3.5	Mutilated, Destroyed, Lost or Stolen Certificates		12
SECTION 3.6	Persons Deemed Owners		13
SECTION 3.7	Access to List of Certificateholders’ Names and Addresses		13
SECTION 3.8	Maintenance of Office or Agency		14
SECTION 3.9	Appointment of Paying Agent		14
	ARTICLE IV
	ACTIONS BY OWNER TRUSTEE
SECTION 4.1	Prior Notice to Certificateholders with Respect to Certain Matters		14
SECTION 4.2	Action by Certificateholders with Respect to Certain Matters		15
SECTION 4.3	Action by Certificateholders with Respect to Bankruptcy		15
SECTION 4.4	Restrictions on Certificateholders’ Power		16
SECTION 4.5	Majority Control		16
SECTION 4.6	Certain Litigation Matters		16

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	ARTICLE V
	APPLICATION OF TRUST FUNDS; CERTAIN DUTIES
SECTION 5.1	Establishment of Certificate Payment Account	16
SECTION 5.2	Application of Trust Funds	16
SECTION 5.3	Method of Payment	17
SECTION 5.4	No Segregation of Monies; No Interest	17
SECTION 5.5	Accounting and Reports to the Noteholders, Certificateholders, the Internal Revenue Service and Others	17
SECTION 5.6	Signature on Returns; Tax Matters Partner	18
	ARTICLE VI
	AUTHORITY AND DUTIES OF OWNER TRUSTEE
SECTION 6.1	General Authority	18
SECTION 6.2	General Duties	19
SECTION 6.3	Action upon Instruction	19
SECTION 6.4	No Duties Except as Specified in this Agreement or in Instructions	20
SECTION 6.5	No Action Except Under Specified Documents or Instructions	20
SECTION 6.6	Restrictions	20
SECTION 6.7	Instructions by Electronic Methods	21
	ARTICLE VII
	REGARDING THE OWNER TRUSTEE
SECTION 7.1	Acceptance of Trusts and Duties	21
SECTION 7.2	Furnishing of Documents	23
SECTION 7.3	Representations and Warranties	23
SECTION 7.4	Reliance; Advice of Counsel	24
SECTION 7.5	Not Acting in Individual Capacity	24
SECTION 7.6	Owner Trustee Not Liable for Certificates or Receivables	24
SECTION 7.7	Owner Trustee May Own Certificates and Notes	25
	ARTICLE VIII
	COMPENSATION AND INDEMNIFICATION OF OWNER TRUSTEE
SECTION 8.1	Owner Trustee’s Fees and Expenses	25
SECTION 8.2	Indemnification	25
SECTION 8.3	Payments to the Owner Trustee	26
	ARTICLE IX
	TERMINATION
SECTION 9.1	Termination of Trust Agreement	26

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	ARTICLE X
	SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES
SECTION 10.1	Eligibility Requirements for Owner Trustee and Delaware Trustee	27
SECTION 10.2	Resignation or Removal of Owner Trustee	27
SECTION 10.3	Successor Owner Trustee	28
SECTION 10.4	Merger or Consolidation of Owner Trustee	29
SECTION 10.5	Appointment of Co-Trustee or Separate Trustee	29
SECTION 10.6	Delaware Trustee	30
	ARTICLE XI
	MISCELLANEOUS
SECTION 11.1	Supplements and Amendments	33
SECTION 11.2	No Legal Title to Owner Trust Estate in Certificateholders	34
SECTION 11.3	Limitation on Rights of Others	35
SECTION 11.4	Notices	35
SECTION 11.5	Severability	35
SECTION 11.6	Separate Counterparts	35
SECTION 11.7	Successors and Assigns	35
SECTION 11.8	Covenants of the Depositor	35
SECTION 11.9	No Petition	36
SECTION 11.10	No Recourse	36
SECTION 11.11	Headings	36
SECTION 11.12	Governing Law	36
SECTION 11.13	Depositor Payment Obligation	36
SECTION 11.14	Certificates Nonassessable and Fully Paid	36
SECTION 11.15	[Obligations with Respect to the Swap Counterparty]	36
SECTION 11.16	Ratification of Prior Actions	36
	EXHIBITS
EXHIBIT A	Form of Certificate
EXHIBIT B	Form of Certificate of Trust

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AMENDED AND RESTATED TRUST AGREEMENT, dated as of [                    ], 20[    ] (as amended, supplemented or otherwise modified and in effect from time to time, this “Agreement”), among CARMAX AUTO FUNDING LLC, a Delaware limited liability company, as depositor (the “Depositor”), [                    ], a Delaware [                    ], as Delaware trustee and not in its individual capacity (in such capacity, the “Delaware Trustee”), and [                    ], a [                    ], as owner trustee and not in its individual capacity (in such capacity, the “Owner Trustee”).

WHEREAS, the CarMax Auto Owner Trust 20[    ]-[    ] was created on [                    ], 20[    ] pursuant to (i) a Trust Agreement dated as of [                    ], 20[    ] among the Depositor, the Delaware Trustee and the Owner Trustee (the “Initial Trust Agreement”) and (ii) the filing of a certificate of trust with the Secretary of State of the State of Delaware on [                    ], 20[    ]; and

WHEREAS, the Depositor, the Delaware Trustee and the Owner Trustee wish to amend and restate the Initial Trust Agreement on the terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Depositor, the Delaware Trustee and the Owner Trustee hereby agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1.1 Definitions. Except as otherwise specified herein or as the context may otherwise require, the following terms shall have the respective meanings set forth below for all purposes of this Agreement.

“Accountants” shall have the meaning specified in Section 5.5.

“CarMax” shall mean CarMax Business Services, LLC, a Delaware limited liability company.

“CarMax Auto” shall mean CarMax Auto Superstores, Inc., a Virginia corporation.

“CarMax Funding” shall mean CarMax Auto Funding LLC, a Delaware limited liability company.

“Certificate” shall mean a physical certificate evidencing the beneficial interest of a Certificateholder in the Owner Trust Estate, substantially in the form of Exhibit A. Such certificate shall entitle the Holder thereof to distributions pursuant to this Agreement from collections and other proceeds in respect of the Owner Trust Estate; provided, however, that the Owner Trust Estate has been pledged to the Indenture Trustee to secure payment of the Notes and that the rights of the Certificateholders to receive distributions on the Certificates are subordinated to the rights of the Noteholders as described in the Sale and Servicing Agreement and the Indenture.

“Certificate of Trust” shall mean the Certificate of Trust substantially in the form of Exhibit B filed for the Trust pursuant to Section 3810(a) of the Statutory Trust Statute.

“Certificate Payment Account” shall have the meaning specified in Section 5.1.

“Certificate Percentage Interest” shall mean, with respect to a Certificate, the percentage specified on such Certificate as the Certificate Percentage Interest, which percentage represents the beneficial interest of such Certificate in the Trust. The initial Certificate Percentage Interest held by the Depositor shall be 100%.

“Certificate Register” shall have the meaning specified in Section 3.4.

“Certificate Registrar” shall have the meaning specified in Section 3.4.

“Code” shall mean the Internal Revenue Code of 1986 and the Treasury Regulations promulgated thereunder.

“Corporate Trust Office” shall mean the principal office of the Owner Trustee at which at any particular time its corporate trust business shall be administered, which office at date of execution of this Agreement is located at [                    ], or at such other address as the Owner Trustee may designate from time to time by notice to the Certificateholders, the Indenture Trustee, the Depositor and the Servicer, or the principal corporate trust office of any successor Owner Trustee at the address designated by such successor Owner Trustee by notice to the Certificateholders, the Indenture Trustee, the Depositor and the Servicer.

“Delaware Trustee” shall mean [                    ], a Delaware [                    ], not in its individual capacity but solely as Delaware Trustee under this Agreement, and any successor Delaware Trustee under this Agreement.

“Depositor” shall mean CarMax Funding in its capacity as depositor under this Agreement.

“Electronic Methods” shall have the meaning specified in Section 6.7.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended.

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

“Expenses” shall have the meaning specified in Section 8.2.

“Final Distribution Date” shall mean the [                    ] Distribution Date.

“HB3” shall mean Texas House Bill 3 (enrolled May 19, 2006) and the corresponding sections of the Texas Tax Code, Title 2 and the rules and regulations promulgated thereunder.

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“Holder” or “Certificateholder” shall mean a Person in whose name a Certificate is registered in the Certificate Register.

“Indemnified Parties” shall have the meaning specified in Section 8.2.

“Indenture” shall mean the Indenture, dated as of [                    ], 20[    ], between the Trust and the Indenture Trustee, as amended, supplemented or otherwise modified and in effect from time to time.

“Indenture Trustee” shall mean [                    ], a [                    ], not in its individual capacity but solely as Indenture Trustee under the Indenture, and any successor Indenture Trustee under the Indenture.

“Owner Trust Estate” shall mean all right, title and interest of the Trust in, to and under (i) the property and rights assigned to the Trust pursuant to Section 2.1 of the Sale and Servicing Agreement [and (ii) the proceeds of the Swap Agreement].

“Owner Trustee” shall mean [                    ], a [                    ], not in its individual capacity but solely as Owner Trustee under this Agreement, and any successor Owner Trustee under this Agreement.

“Paying Agent” shall mean the Owner Trustee or any successor paying agent or co-paying agent appointed pursuant to Section 3.9 who is authorized by the Owner Trustee to make distributions from the Certificate Payment Account on behalf of the Trust.

“Plan” shall have the meaning specified in Section 3.4.

“Plan Asset Regulation” shall mean 29 C.F.R. Section 2510.3-101, as modified by Section 3(42) of ERISA, issued by the United States Department of Labor concerning the definition of what constitutes the assets of a Plan with respect to such Plan’s investment in an entity for purposes of the fiduciary responsibility provisions of Title I of ERISA and Section 4975 of the Code.

“PTCE 95-60” shall have the meaning specified in Section 3.4.

“Rating Agency Condition” shall mean, with respect to any action, a condition that is satisfied if the person requesting such action (A) delivers a letter from each Rating Agency to the Depositor, the Seller, the Servicer, the Indenture Trustee, [the Swap Counterparty] and the Owner Trustee to the effect that such action will not result in a reduction or withdrawal of the then-current rating assigned by such Rating Agency to any Class of Notes or (B) provides ten (10) Business Days’ prior written notice of such action to each Rating Agency and such Rating Agency has not notified the Depositor, the Seller, the Servicer, the Indenture Trustee, [the Swap Counterparty] and the Owner Trustee in writing that such action will result in a reduction or withdrawal of the then-current rating assigned by such Rating Agency to any Class of Notes.

“Record Date” shall mean, with respect to any Distribution Date, the close of business on the Business Day preceding such Distribution Date.

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“Responsible Officer” shall mean (i) in the case of the Indenture Trustee, any managing director, principal, vice president, assistant vice president, assistant secretary, assistant treasurer or trust officer of the Indenture Trustee or any other officer of the Indenture Trustee customarily performing functions similar to those performed by any of the above designated officers and, with respect to a particular corporate trust matter, any other officer of the Indenture Trustee to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject and (ii) in the case of the Owner Trustee, any vice president, assistant vice president, assistant secretary, assistant treasurer, senior associate, trust officer or financial services officer of the Owner Trustee or any other officer of the Owner Trustee customarily performing functions similar to those performed by any of the above designated officers and with direct responsibility for the administration of the Trust and, with respect to a particular corporate trust matter, any other officer of the Owner Trustee to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject.

“Sale and Servicing Agreement” shall mean the Sale and Servicing Agreement, dated as of [                    ], 20[    ], by and among the Trust, the Depositor, the Servicer [and [                    ], a [                    ], as Backup Servicer].

“Secretary of State” shall mean the Secretary of State of the State of Delaware.

“Securities Act” shall mean the Securities Act of 1933.

“Statutory Trust Statute” shall mean Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code section 3801 et seq.

“Transfer” shall mean a sale, transfer, assignment, participation, pledge or other disposition of a Certificate.

“Treasury Regulations” shall mean regulations, including proposed or temporary regulations, promulgated under the Code. All references herein to specific provisions of proposed or temporary Treasury Regulations shall include analogous provisions of final Treasury Regulations or other successor Treasury Regulations.

“Trust” shall mean the CarMax Auto Owner Trust 20[    ]-[    ] created as a Delaware statutory trust pursuant to this Agreement and the filing of the Certificate of Trust.

SECTION 1.2 Other Definitional Provisions.

(a) Capitalized terms used herein and not otherwise defined herein have the meanings assigned to them in the Sale and Servicing Agreement or, if not defined therein, in the Indenture.

(b) All terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein.

(c) As used in this Agreement and in any certificate or other documents made or delivered pursuant hereto or thereto, accounting terms not defined in this Agreement or in any

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such certificate or other document, and accounting terms partly defined in this Agreement or in any such certificate or other document to the extent not defined, shall have the respective meanings assigned to them under generally accepted accounting principles. To the extent that the definitions of accounting terms in this Agreement or in any such certificate or other document are inconsistent with the meanings of such terms under generally accepted accounting principles, the definitions contained in this Agreement or in any such certificate or other document shall control.

(d) The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. Article, Section and Exhibit references contained in this Agreement are references to Articles, Sections and Exhibits in or to this Agreement unless otherwise specified. The term “including” shall mean “including without limitation.”

(e) The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such terms.

(f) Any agreement, instrument or statute defined or referred to herein or in any instrument or certificate delivered in connection herewith means such agreement, instrument or statute as from time to time amended, modified or supplemented and includes (in the case of agreements or instruments) references to all attachments thereto and instruments incorporated therein. References to a Person are also to its permitted successors and assigns.

ARTICLE II

ORGANIZATION OF THE TRUST

SECTION 2.1 Name. The Trust shall be known as “CarMax Auto Owner Trust 20[    ]-[    ],” in which name the Owner Trustee may conduct the business of the Trust, make and execute contracts and other instruments on behalf of the Trust and sue and be sued on behalf of the Trust.

SECTION 2.2 Office. The office of the Trust shall be in care of the Owner Trustee at the Corporate Trust Office or at such other address as the Owner Trustee may designate by written notice to the Certificateholders and the Depositor.

SECTION 2.3 Purposes and Powers. The purpose of the Trust is, and the Trust shall have the power and authority, to engage solely in the following activities:

(i) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Agreement, and to sell the Notes upon the written order of the Depositor;

(ii) to use the proceeds of the sale of the Notes, at the direction of the Depositor, to fund the Reserve Account, to pay the organizational, start-up and transactional expenses of the Trust and to pay the balance to the Depositor pursuant to the Sale and Servicing Agreement;

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(iii) to pay interest on and principal of the Notes and to pay Excess Collections to the Certificateholders;

(iv) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate (other than the Certificate Payment Account and the proceeds thereof) to the Indenture Trustee pursuant to the Indenture;

(v) to enter into and perform its obligations under the Transaction Documents to which it is to be a party;

(vi) subject to compliance with the Transaction Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Noteholders and the Certificateholders;

(vii) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and

(viii) [to enter into interest rate swaps in connection with the Notes.]

The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Transaction Documents.

SECTION 2.4 Appointment of Owner Trustee. The Depositor hereby appoints the Owner Trustee as trustee of the Trust effective as of the date hereof, to have all the rights, powers and duties set forth herein and in the Statutory Trust Statute.

SECTION 2.5 Initial Capital Contribution of Owner Trust Estate. The Depositor has sold, assigned, transferred, conveyed and set over to the Owner Trustee the sum of $1,000. The Owner Trustee hereby acknowledges receipt in trust from the Depositor of such amount, which amount constituted the initial Owner Trust Estate and was deposited in the Certificate Payment Account. The Depositor shall pay organizational expenses of the Trust as they may arise or shall, upon the request of the Owner Trustee, promptly reimburse the Owner Trustee for any such expenses paid by the Owner Trustee.

SECTION 2.6 Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to the obligations of the Trust under the Transaction Documents. It is the intention of the parties hereto that (i) the Trust constitute a statutory trust under the Statutory Trust Statute and that this Agreement constitute the governing instrument of such statutory trust and (ii) solely for income and franchise tax purposes, the Trust shall be treated (A) if it has one beneficial owner, as a non-entity and (B) if it has more than one beneficial owner, as a partnership, with the assets of the partnership being the Receivables and other assets held by the Trust, the partners of the partnership being the Certificateholders and the Notes constituting indebtedness of the partnership. Unless otherwise required by the appropriate tax authorities, the Trust shall file or cause to be filed annual or other necessary returns, reports

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and other forms consistent with the characterization of the Trust either as a nonentity or as a partnership for such tax purposes. Effective as of the date hereof, the Owner Trustee shall have all rights, powers and duties set forth herein and in the Statutory Trust Statute with respect to accomplishing the purposes of the Trust. The parties have caused the filing of the Certificate of Trust with the Secretary of State. If it is determined that, contrary to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of HB3, it is the intention of the parties hereto that the Trust be treated as a “passive entity” for purposes of HB3, formed to hold assets to facilitate securitization transactions in a manner similar to grantor trusts and real estate mortgage investment conduits as defined by Section 860D of the Code. The Depositor, and the Certificateholders by acceptance of a Certificate, agree that if it is determined that, contrary to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of HB3, they will, unless otherwise required by law, treat the Trust as a “passive entity” for purposes of HB3 and will not, unless otherwise required by law, take any action to include the Trust as part of an affiliated group engaged in a unitary business (as such terms are used in HB3). Notwithstanding anything to the contrary contained herein, nothing in this Agreement should be read to imply that the Trust is doing business in Texas or has sufficient nexus with Texas in order for HB3 to apply to the Trust.

SECTION 2.7 Liability of Certificateholders. The Certificateholders shall be entitled to the same limitation of personal liability extended to stockholders of private corporations organized under the general corporation law of the State of Delaware.

SECTION 2.8 Title to Trust Property. Legal title to the entirety of the Owner Trust Estate shall be vested at all times in the Trust as a separate legal entity, except where applicable law in any jurisdiction requires title to any part of the Owner Trust Estate to be vested in a trustee or trustees, in which case title shall be deemed to be vested in the Owner Trustee, a co-trustee and/or a separate trustee, as the case may be; provided, that concurrently with or prior to title being deemed to be vested in a co-trustee and/or a separate trustee, such trustee must provide a written grant of a security interest in the Owner Trust Estate to the Indenture Trustee and must authorize the filing of a financing statement to perfect the Indenture Trustee’s security interest.

SECTION 2.9 Situs of Trust. The Trust shall be located and administered in the State of Delaware or the State of New York. All bank accounts maintained by the Owner Trustee on behalf of the Trust shall be located in the State of Delaware or the State of New York. The Trust shall not have any employees in any State other than the State of Delaware; provided, however, that nothing herein shall restrict or prohibit the Owner Trustee from having employees within or without the State of Delaware. Payments will be received by the Trust only in the State of Delaware or the State of New York, and payments will be made by the Trust only from the State of Delaware or the State of New York. The principal office of the Trust will be at the Corporate Trust Office in the State of New York.

SECTION 2.10 Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that:

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(i) the Depositor has been duly organized and is validly existing as a limited liability company in good standing under the laws of the State of Delaware, has the power, authority and legal right to own its properties and to conduct its business as such properties are currently owned and such business is currently conducted, and has the power, authority and legal right to acquire, own and sell the Receivables;

(ii) the Depositor is duly qualified to do business as a foreign limited liability company in good standing and has obtained all necessary licenses and approvals in each jurisdiction in which the failure to so qualify or to obtain such licenses and approvals would materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement, any of the other Transaction Documents to which the Depositor is a party, the Receivables, the Notes or the Certificates;

(iii) the Depositor has the power and authority to execute, deliver and perform its obligations under this Agreement and the other Transaction Documents to which it is a party, and the Depositor has the power and authority to sell, assign, transfer and convey the property to be sold and transferred to and deposited with the Trust and has duly authorized such transfer and deposit by all necessary limited liability company action, and the execution, delivery and performance of this Agreement and the other Transaction Documents to which the Depositor is a party have been duly authorized by the Depositor by all necessary limited liability company action;

(iv) the execution, delivery and performance by the Depositor of this Agreement and the other Transaction Documents to which the Depositor is a party, the consummation of the transactions contemplated hereby and thereby and the fulfillment of the terms hereof and thereof will not conflict with, result in a breach of any of the terms and provisions of or constitute (with or without notice or lapse of time or both) a default under the certificate of formation or limited liability company agreement of the Depositor or any material indenture, agreement, mortgage, deed of trust or other instrument to which the Depositor is a party or by which the Depositor is bound or to which any of its properties are subject, or result in the creation or imposition of any lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument (other than pursuant to this Agreement), or violate any law, order, rule or regulation applicable to the Depositor or its properties of any federal or State regulatory body, court, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or any of its properties;

(v) there are no proceedings or investigations pending or, to the knowledge of the Depositor, threatened against the Depositor before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties (A) asserting the invalidity of this Agreement, the Sale and Servicing Agreement, the Indenture, any of the other Transaction Documents, the Notes or the Certificates, (B) seeking to prevent the issuance of the Notes or the Certificates or the consummation of any of the transactions contemplated by this Agreement, the Sale and Servicing Agreement, the Indenture or any of the other Transaction Documents, (C) seeking any determination or ruling that would materially

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and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement, the Sale and Servicing Agreement, the Indenture, any of the other Transaction Documents, the Receivables, the Notes or the Certificates, or (D) that would adversely affect the federal tax attributes or Applicable Tax State franchise or income tax attributes of the Trust or of the Notes or the Certificates; and

(vi) the representations and warranties of the Depositor in Section 3.1 of the Receivables Purchase Agreement are true and correct.

SECTION 2.11 Federal Income Tax Matters. The Certificateholders acknowledge that it is their intent and that they understand it is the intent of the Depositor and the Servicer that, for purposes of federal income, State and local income and franchise tax and any other income taxes, the Trust will be treated either as a disregarded entity under Treasury Regulation Section 301.7701-3 or as a partnership, and that the Certificateholders will be treated as partners in that partnership. The Certificateholders by acceptance of a Certificate agree to such treatment and agree to take no action inconsistent with such treatment. For each calendar quarter, other than periods in which there is only one Certificateholder:

(i) net income of the Trust for any calendar quarter as determined for federal income tax purposes (and each item of income, gain, credit, loss or deduction entering into the computation thereof) shall be allocated among the Certificateholders as of the first day following the end of such quarter in proportion to their Certificate Percentage Interest on such date; and

(ii) net losses of the Trust, if any, for any calendar quarter as determined for federal income tax purposes (and each item of income, gain, credit, loss or deduction entering into the computation thereof) shall be allocated among the Certificateholders as of the first day following the end of such quarter in proportion to their Certificate Percentage Interest on such date.

The Certificateholders are authorized to modify the allocations in this Section 2.11 if necessary or appropriate, in their sole discretion, for the allocations to reflect fairly the economic income, gain, credit, loss or deduction to the Certificateholders or as otherwise required by the Code.

ARTICLE III

CERTIFICATES AND TRANSFER OF INTERESTS

SECTION 3.1 Initial Ownership. Upon the formation of the Trust by the contribution by the Depositor pursuant to Section 2.5 and until the issuance of the Certificates, the Depositor shall be the sole beneficiary of the Trust.

SECTION 3.2 The Certificates. The Certificates shall be issued in one or more registered, definitive, physical certificates, substantially in the form set forth in Exhibit A. The Certificates may be in printed or typewritten form and shall be executed on behalf of the Trust by manual or facsimile signature of an Authorized Officer of the Owner Trustee. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such

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signatures shall have been affixed, authorized to sign on behalf of the Trust, shall be validly issued and entitled to the benefits of this Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificates.

If Transfer of the Certificates is permitted pursuant to this Section 3.2 and Section 3.4, a transferee of a Certificate shall become a Certificateholder, and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunder upon such transferee’s acceptance of a Certificate duly registered in such transferee’s name pursuant to Section 3.4.

SECTION 3.3 Authentication of Certificates. Concurrently with the initial sale of the Receivables to the Trust pursuant to the Sale and Servicing Agreement, the Owner Trustee shall cause the Certificates to be executed on behalf of the Trust, authenticated and delivered to or upon the written order of the Depositor, signed by its president, any vice president, any assistant vice president, its treasurer, any assistant treasurer, its secretary or any assistant secretary, without further limited liability company action by the Depositor. No Certificate shall entitle its Holder to any benefit under this Agreement, or shall be valid for any purpose, unless there shall appear on such Certificate a certificate of authentication substantially in the form set forth in Exhibit A executed by the Owner Trustee by manual signature, which authentication shall constitute conclusive evidence that such Certificate shall have been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Upon issuance, authentication and delivery pursuant to the terms hereof, the Certificates will be entitled to the benefits of this Agreement.

SECTION 3.4 Registration of Certificates; Transfer and Exchange of Certificates.

(a) The Owner Trustee initially shall be the registrar (the “Certificate Registrar”) for the purpose of registering Certificates and Transfers of Certificates as herein provided. The Certificate Registrar shall cause to be kept, at the office or agency maintained pursuant to Section 3.8, a register (the “Certificate Register”) in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall provide for the registration of Certificates and the registration of Transfers of Certificates. Upon any resignation of any Certificate Registrar, the Owner Trustee shall, upon receipt of written instructions from the Depositor, promptly appoint a successor.

(b) The Certificates may not be acquired by or for the account of (i) an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to the provisions of Title I of ERISA, (ii) a plan described in Section 4975(e)(1) of the Code or (iii) any entity whose underlying assets include plan assets by reason of a plan’s investment in the entity (each, a “Plan”). Each Certificateholder, by its acceptance of a Certificate, shall be deemed to have represented and warranted that such Certificateholder (A) is not a Plan and is not a Person acting on behalf of a Plan or a Person using the assets of a Plan to effect the transfer of such Certificate, and (B) is not an insurance company purchasing a Certificate with funds contained in an “insurance company general account” (as defined in Section V(e) of Prohibited Transaction

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Class Exemption 95-60 (“PTCE 95-60”)) that includes the assets of a Plan for purposes of the Plan Asset Regulation.

Any person who is not an affiliate of the Seller and acquires more than 49.9% of the Certificates will be deemed to represent that it is not a party in interest (within the meaning of ERISA) or a disqualified person (within the meaning of Section 4975(e)(2) of the Code) with respect to any Plan, other than a Plan that it sponsors for the benefit of its employees, and that no Plan with respect to which it is a party in interest has or will acquire any interest in the Notes.

To the extent permitted under applicable law (including, but not limited to, ERISA), neither the Owner Trustee nor the Certificate Registrar shall be under any liability to any Person for any registration of transfer of any Certificate that is in fact not permitted or for taking any other action with respect to such Certificate under the provisions of this Agreement so long as such transfer was registered by the Owner Trustee or the Certificate Registrar in accordance with this Agreement.

(c) Upon surrender for registration of Transfer of any Certificate at the office or agency of the Certificate Registrar to be maintained as provided in Section 3.8, and upon compliance with any provisions of this Agreement relating to such Transfer, the Owner Trustee shall execute on behalf of the Trust and the Owner Trustee shall authenticate and deliver to the Certificateholder making such surrender, in the name of the designated transferee or transferees, one or more new Certificates in any authorized denomination evidencing the same aggregate interest in the Trust. Each Certificate presented or surrendered for registration of Transfer or exchange shall be accompanied by a written instrument of transfer and accompanied by IRS Form W-8 BEN, W-8 ECI or W-9, as applicable, in form satisfactory to the Owner Trustee and the Certificate Registrar, duly executed by the Certificateholder or his attorney duly authorized in writing. Each Certificate presented or surrendered for registration of Transfer or exchange shall be canceled and subsequently disposed of by the Certificate Registrar in accordance with its customary practice. No service charge shall be made for any registration of Transfer or exchange of Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any Transfer or exchange of Certificates.

(d) As a condition to the registration of any Transfer of any Certificate, the prospective transferee shall be required to represent in writing to the Owner Trustee, the Depositor and the Certificate Registrar that:

(i) it has neither acquired nor will it transfer any Certificate it purchases (or any interest therein) or cause any such Certificate (or any interest therein) to be marketed on or through an “established securities market” within the meaning of Section 7704(b)(1) of the Code, including, without limitation, an over-the-counter-market or an interdealer quotation system that regularly disseminates firm buy or sell quotations;

(ii) it either (A) is not, and will not become, a partnership, Subchapter S corporation or grantor trust for United States federal income tax purposes or (B) is such an entity, but none of the direct or indirect beneficial owners of any of the interests in such transferee have allowed or caused, or will allow or cause, 50% or more (or such

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other percentage as the transferor may establish prior to the time of such proposed transfer) of the value of such interests to be attributable to such transferee’s ownership of Certificates; and

(iii) it is not a Plan and is not a Person acting on behalf of a Plan or a Person using the assets of a Plan to effect the transfer of such Certificate, and (B) is not an insurance company purchasing a Certificate with funds contained in an “insurance company general account” (as defined in Section V(e) of PTCE 95-60) that includes the assets of a Plan for purposes of the Plan Asset Regulation.

(e) No Certificateholder shall Transfer any Certificate initially held by it unless such Transfer is made pursuant to an effective registration statement or otherwise in accordance with the requirements under the Securities Act and effective registration or qualification under applicable State securities laws, or is made in a transaction which does not require such registration or qualification. If a Transfer is to be made in reliance upon an exemption from the Securities Act and under applicable State securities laws, (i) the Certificate Registrar may require an Opinion of Counsel reasonably satisfactory to the Certificate Registrar and the Depositor substantially to the effect that such Transfer may be made pursuant to an exemption from the Securities Act and applicable State securities laws and describing the applicable exemption and the basis therefor, which Opinion of Counsel shall not be an expense of the Certificate Registrar, the Depositor or the Owner Trustee, and (ii) the Certificate Registrar may require the transferee to execute a certification acceptable to and in form and substance satisfactory to the Certificate Registrar and the Depositor setting forth the facts surrounding such Transfer.

(f) No Transfer of any Certificate shall be permitted, recognized or recorded unless the Depositor has consented in writing to such Transfer, which consent may be withheld in the sole discretion of the Depositor; provided, however, that no such consent of the Depositor shall be required where the proposed transferee is, and at the time of such Transfer will be, a Certificateholder.

SECTION 3.5 Mutilated, Destroyed, Lost or Stolen Certificates.

(a) If (i) any mutilated Certificate is surrendered to the Certificate Registrar, or the Certificate Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Certificate, and (ii) there is delivered to the Certificate Registrar and the Owner Trustee such security or indemnity as may be required by them to hold each of the Trust, the Certificate Registrar and the Owner Trustee harmless, then, in the absence of notice to the Trust, the Certificate Registrar or the Owner Trustee that such Certificate has been acquired by a “protected purchaser” (as defined in the Relevant UCC), the Owner Trustee shall execute on behalf of the Trust and the Owner Trustee shall authenticate and deliver, in exchange for, or in lieu of, any such mutilated, destroyed, lost or stolen Certificate, as the case may be, a replacement Certificate, as the case may be, of like tenor and Certificate Percentage Interest. If, after the delivery of such replacement Certificate or payment of a destroyed, lost or stolen Certificate pursuant to the proviso to the preceding sentence, a “protected purchaser” (as defined in the Relevant UCC) of the original Certificate in lieu of which such replacement Certificate was issued presents for payment such original Certificate, the Trust and the Owner Trustee shall be

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entitled to recover such replacement Certificate (or such payment) from the Person to whom such replacement Certificate was delivered or any Person taking such replacement Certificate from such Person to whom such replacement Certificate was delivered or any assignee of such Person, except a “protected purchaser” (as defined in the Relevant UCC), and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Trust or the Owner Trustee in connection therewith.

(b) Upon the issuance of any replacement Certificate under this Section 3.5, the Trust may require the payment by the Holder of such Certificate of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with such issuance and any other reasonable expenses (including the fees and expenses of the Owner Trustee) related thereto.

(c) Every replacement Certificate issued pursuant to this Section 3.5 in replacement of any mutilated, destroyed, lost or stolen Certificate shall constitute an original additional contractual obligation of the Trust, whether or not the mutilated, destroyed, lost or stolen Certificate shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Agreement equally and proportionately with any and all other Certificates duly issued hereunder.

(d) The provisions of this Section 3.5 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Certificates.

SECTION 3.6 Persons Deemed Owners. Prior to due presentation of a Certificate for registration of transfer, the Owner Trustee, the Certificate Registrar and any Paying Agent may treat the Person in whose name such Certificate is registered in the Certificate Register (as of the day of determination) as the owner of such Certificate for the purpose of receiving distributions pursuant to Section 5.2 and for all other purposes whatsoever, and none of the Owner Trustee, the Certificate Registrar or any Paying Agent shall be bound by any notice to the contrary.

SECTION 3.7 Access to List of Certificateholders’ Names and Addresses. The Certificate Registrar shall furnish or cause to be furnished to the Servicer and the Depositor, or to the Indenture Trustee or the Owner Trustee, within fifteen (15) days after receipt by the Certificate Registrar of a written request therefor from the Servicer, the Depositor or the Indenture Trustee or the Owner Trustee, as the case may be, a list, in such form as the requesting party may reasonably require, of the names and addresses of the Certificateholders as of the most recent Record Date. If three or more Certificateholders or one or more Holders of Certificates evidencing not less than 25% of the aggregate Certificate Percentage Interest apply in writing to the Certificate Registrar, and such application states that the applicants desire to communicate with other Certificateholders with respect to their rights under this Agreement or under the Certificates and such application is accompanied by a copy of the communication that such applicants propose to transmit, then the Certificate Registrar shall, within five (5) Business Days after the receipt of such application, afford such applicants access during normal business hours to the current list of Certificateholders. Each Certificateholder, by receiving and holding a Certificate, shall be deemed to have agreed not to hold any of the Depositor, the Certificate

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Registrar or the Owner Trustee accountable by reason of the disclosure of its name and address, regardless of the source from which such information was derived.

SECTION 3.8 Maintenance of Office or Agency. The Certificate Registrar shall maintain in the Borough of Manhattan, The City of New York, an office or offices or agency or agencies where Certificates may be surrendered for registration of Transfer or exchange and where notices and demands to or upon the Certificate Registrar in respect of the Certificates and the Transaction Documents may be served. The Certificate Registrar shall give prompt written notice to the Depositor, the Owner Trustee and the Certificateholders of any change in the location of the Certificate Registrar or any such office or agency.

SECTION 3.9 Appointment of Paying Agent. The Paying Agent shall make distributions to Certificateholders from the Certificate Payment Account pursuant to Section 5.2 and shall report the amounts of such distributions to the Owner Trustee. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Payment Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Paying Agent shall initially be the Owner Trustee and any co-paying agent chosen by the Owner Trustee. The Owner Trustee shall be permitted to resign as Paying Agent upon thirty (30) days’ written notice to the Depositor. In the event that the Owner Trustee shall no longer be the Paying Agent, the Owner Trustee, upon receipt of written instructions from the Depositor, shall appoint a successor to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee shall direct such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that as Paying Agent, such successor Paying Agent or additional Paying Agent will hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such Certificateholders. The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Sections 7.1, 7.3 and 8.1 shall apply to the Owner Trustee also in its role as Paying Agent, for so long as the Owner Trustee shall act as Paying Agent and, to the extent applicable, to any other paying agent appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

ARTICLE IV

ACTIONS BY OWNER TRUSTEE

SECTION 4.1 Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless (i) at least thirty (30) days before the taking of such action, the Owner Trustee shall have notified the Certificateholders, [the Swap Counterparty,] the Administrator and the Rating Agencies in writing of the proposed action and (ii) the Holders of Certificates evidencing not less than 51% of the aggregate Certificate Percentage Interest shall not have notified the Owner Trustee in

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writing prior to the 30th day after such notice is given that the Holders have withheld consent or provided alternative direction:

(i) the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought by the Servicer in connection with the collection of the Receivables) and the settlement of any action, proceeding, investigation, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection by the Servicer of the Receivables);

(ii) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust Statute);

(iii) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required;

(iv) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interests of the Certificateholders;

(v) the amendment, change or modification of the Sale and Servicing Agreement or the Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Certificateholders;

(vi) [the amendment of the Swap Agreement (which amendment shall be made with the consent of the Swap Counterparty)]; or

(vii) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent for the Notes or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, Paying Agent for the Notes or Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable.

SECTION 4.2 Action by Certificateholders with Respect to Certain Matters. The Owner Trustee may not, except upon the occurrence of an Event of Servicing Termination subsequent to the payment in full of the Notes and in accordance with the written direction of the Holders of Certificates evidencing not less than 51% of the aggregate Certificate Percentage Interest, (i) remove the Servicer pursuant to Article VIII of the Sale and Servicing Agreement, (ii) appoint a successor Servicer [other than the Backup Servicer] pursuant to Article VIII of the Sale and Servicing Agreement, (iii) remove the Administrator pursuant to Section 9 of the Administration Agreement, (iv) appoint a successor Administrator pursuant to Section 9 of the Administration Agreement or (v) sell the Receivables after the termination of the Indenture, except as expressly provided in the Transaction Documents.

SECTION 4.3 Action by Certificateholders with Respect to Bankruptcy. The Owner Trustee shall not have the power to commence a voluntary proceeding in bankruptcy relating to the Trust unless (i) the Notes have been paid in full and (ii) each Certificateholder

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approves of such commencement in writing in advance and delivers to the Owner Trustee a certificate certifying that such Person reasonably believes that the Trust is insolvent.

SECTION 4.4 Restrictions on Certificateholders’ Power. The Certificateholders shall not direct the Owner Trustee to take or refrain from taking any action if such action or inaction would be contrary to any obligation of the Trust or the Owner Trustee under this Agreement or any of the other Transaction Documents or would be contrary to Section 2.3, nor shall the Owner Trustee be obligated to follow any such direction, if given.

SECTION 4.5 Majority Control. Except as expressly provided herein, any action that may be taken by the Certificateholders under this Agreement may be taken by the Holders of Certificates evidencing not less than 51% of the aggregate Certificate Percentage Interest. Except as expressly provided herein, any written notice of the Certificateholders delivered pursuant to this Agreement shall be effective if signed by the Holders of Certificates evidencing not less than 51% of the aggregate Certificate Percentage Interest at the time of the delivery of such notice.

SECTION 4.6 Certain Litigation Matters. The Owner Trustee and the Delaware Trustee shall provide prompt written notice to the Depositor, the Seller and the Servicer of any action, proceeding or investigation known to the Owner Trustee or the Delaware Trustee that could reasonably be expected to adversely affect the Trust or the Owner Trust Estate.

ARTICLE V

APPLICATION OF TRUST FUNDS; CERTAIN DUTIES

SECTION 5.1 Establishment of Certificate Payment Account. Pursuant to Section 4.1(c) of the Sale and Servicing Agreement, the Servicer has agreed to establish, on or before the Closing Date, and maintain in the name of the Owner Trustee at an Eligible Institution (which shall initially be the Owner Trustee) a segregated trust account designated as the “CarMax Auto Owner Trust 20[    ]-[    ] Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. Except as expressly provided in Section 3.9, the Certificate Payment Account shall be under the sole dominion and control of the Owner Trustee. All monies deposited from time to time in the Certificate Payment Account pursuant to the Sale and Servicing Agreement or the Indenture shall be applied as provided in this Agreement, the Sale and Servicing Agreement and the Indenture.

SECTION 5.2 Application of Trust Funds.

(a) On each Distribution Date, upon receipt of written instructions from the Servicer pursuant to Section 4.6(d) of the Sale and Servicing Agreement, the Owner Trustee shall, or, if the Owner Trustee is not the Paying Agent, shall direct the Paying Agent to, distribute to the Certificateholders, in proportion to each Certificateholder’s Certificate Percentage Interest, amounts deposited in the Certificate Payment Account on such Distribution Date pursuant to Section 4.1(c) of the Sale and Servicing Agreement and Section 2.8 of the Indenture with respect to such Distribution Date.

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(b) On each Distribution Date, the Owner Trustee shall, or, if the Owner Trustee is not the Paying Agent, the Owner Trustee shall direct the Paying Agent to, send to each Certificateholder the statement provided to the Owner Trustee by the Servicer pursuant to Section 4.9 of the Sale and Servicing Agreement with respect to such Distribution Date.

(c) In the event that any withholding tax is imposed on any Trust payment (or any allocation of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section 5.2. The Owner Trustee and each Paying Agent are hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any such withholding tax that is legally owed by the Trust (but such authorization shall not prevent the Owner Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-U.S. Certificateholder), the Owner Trustee may withhold such amounts in accordance with this Section 5.2. If a Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Trustee shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Owner Trustee for any out-of-pocket expenses incurred.

SECTION 5.3 Method of Payment. Subject to Section 9.1(c), distributions required to be made to Certificateholders on any Distribution Date shall be made to each Certificateholder of record on the preceding Record Date either by wire transfer, in immediately available funds, to the account of such Holder at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall have provided to the Certificate Registrar and the Paying Agent appropriate written instructions at least five (5) Business Days prior to such Distribution Date and such Certificateholder is the Depositor or, if not, by check mailed to such Certificateholder at the address of such Holder appearing in the Certificate Register. Notwithstanding the foregoing, the final distribution in respect of any Certificate (whether on the Final Distribution Date or otherwise) will be payable only upon presentation and surrender of such Certificate at the office or agency maintained for that purpose by the Certificate Registrar pursuant to Section 3.8.

SECTION 5.4 No Segregation of Monies; No Interest. Subject to Sections 5.1 and 5.2, monies received by the Owner Trustee hereunder need not be segregated in any manner except to the extent required by law, the Indenture, [the Swap Agreement] or the Sale and Servicing Agreement and may be deposited under such general conditions as may be prescribed by law, and the Owner Trustee shall not be liable for any interest thereon.

SECTION 5.5 Accounting and Reports to the Noteholders, Certificateholders, the Internal Revenue Service and Others. The Owner Trustee shall, based on information provided by the Seller, (i) maintain (or cause to be maintained) the books of the Trust on the basis of a fiscal year ending December 31 and based on the accrual method of accounting, (ii) deliver to each Certificateholder, as may be required by the Code and applicable Treasury Regulations, such information as may be required (including Schedule K-1) to enable such

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Certificateholder to prepare its federal and State income tax returns, (iii) file such tax returns relating to the Trust (including a partnership information return, IRS Form 1065) and make such elections as may from time to time be required or appropriate under any applicable State or federal statute or rule or regulation thereunder so as to maintain the Trust’s characterization as a partnership for federal income tax purposes, (iv) cause such tax returns to be signed in the manner required by law and (v) collect or cause to be collected any withholding tax as described in and in accordance with Section 5.2(c) with respect to income or distributions to Certificateholders. The Owner Trustee, on behalf of the Trust, shall elect under Section 1278 of the Code to include in income currently any market discount that accrues with respect to the Receivables. The Owner Trustee, on behalf of the Trust, shall not make the election provided under Section 754 of the Code.

The Owner Trustee may satisfy its obligations with respect to this Section 5.5 by retaining, at the expense of the Seller, a firm of independent public accountants (the “Accountants”) selected by the Seller. The Owner Trustee may require the Accountants to provide to the Owner Trustee, on or before March 15, 20[__], a letter in form and substance satisfactory to the Owner Trustee as to whether any federal tax withholding on Certificates is then required and, if required, the procedures to be followed with respect thereto to comply with the requirements of the Code. The Accountants shall be required to update such letter in each instance that any additional tax withholding is subsequently required or any previously required tax withholding shall no longer be required. The Owner Trustee shall be deemed to have discharged its obligations pursuant to this Section 5.5 upon its retention of the Accountants, and the Owner Trustee shall not have any liability with respect to the default or misconduct of the Accountants.

SECTION 5.6 Signature on Returns; Tax Matters Partner.

(a) The Owner Trustee shall sign, on behalf of the Trust, the tax returns of the Trust.

(b) The Depositor, as a Certificateholder, shall be designated the “tax matters partner” of the Trust pursuant to Section 6231(a)(7)(A) of the Code and applicable Treasury Regulations.

ARTICLE VI

AUTHORITY AND DUTIES OF OWNER TRUSTEE

SECTION 6.1 General Authority. The Owner Trustee is authorized and directed to execute and deliver the Transaction Documents to which the Trust is to be a party and each certificate or other document attached as an exhibit to or contemplated by the Transaction Documents to which the Trust is to be a party, in each case in such form as the Depositor shall approve, as evidenced conclusively by the Owner Trustee’s execution thereof and the Depositor’s execution of this Agreement, and to direct the Indenture Trustee to authenticate and deliver Notes in the aggregate principal amount of $[                    ] (comprised of $[                    ] in aggregate principal amount of Class A-1 Notes, $[                    ] in aggregate principal amount of Class A-2[a] Notes, [$[                    ] in aggregate principal amount of Class A-2b Notes,] $[                    ] in aggregate principal amount of Class A-3 Notes, $[                    ] in aggregate principal amount of Class A-4 Notes, $[                    ] in

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aggregate principal amount of Class B Notes, $[                    ] in aggregate principal amount of Class C Notes and [$[                    ] in aggregate principal amount of Class D Notes]). In addition to the foregoing, the Owner Trustee is authorized to take all actions required of the Trust pursuant to the Transaction Documents. The Owner Trustee is further authorized from time to time to take such action on behalf of the Trust as is permitted by the Transaction Documents and which the Certificateholders, the Servicer or the Administrator recommends in writing with respect to the Transaction Documents, except to the extent that this Agreement expressly requires the consent of Certificateholders for such action.

SECTION 6.2 General Duties. It shall be the duty of the Owner Trustee to discharge (or cause to be discharged) all of its responsibilities pursuant to the terms of this Agreement and to administer the Trust for the benefit of the Certificateholders, subject to the lien of the Indenture and in accordance with the provisions of this Agreement. Notwithstanding the foregoing, the Owner Trustee shall be deemed to have discharged (or caused to be discharged) its duties and responsibilities hereunder to the extent the Administrator is required in the Administration Agreement to perform any act or to discharge such duty of the Owner Trustee or the Trust hereunder or under any other Transaction Document, and the Owner Trustee shall not be held liable for the default or failure of the Administrator to carry out its obligations under the Administration Agreement.

SECTION 6.3 Action upon Instruction.

(a) Subject to Article IV, and in accordance with the terms of the Transaction Documents, the Certificateholders may, by written instruction, direct the Owner Trustee in the management of the Trust.

(b) The Owner Trustee shall not be required to take any action under this Agreement or any other Transaction Document if the Owner Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability on the part of the Owner Trustee or is contrary to the terms of this Agreement or any other Transaction Document or is otherwise contrary to law.

(c) Subject to Article IV, whenever the Owner Trustee is unable to decide between alternative courses of action permitted or required by the terms of this Agreement or any other Transaction Document, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders requesting instruction as to the course of action to be adopted, and to the extent the Owner Trustee acts in good faith in accordance with any written instruction of the Certificateholders received, the Owner Trustee shall not be liable on account of such action to any Person. If the Owner Trustee shall not have received appropriate written instruction within ten (10) days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement or the other Transaction Documents, as it shall deem to be in the best interests of the Certificateholders, and shall have no liability to any Person for such action or inaction.

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(d) Subject to Article IV, in the event the Owner Trustee is unsure as to the application of any provision of this Agreement or any other Transaction Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, the Owner Trustee may give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders requesting instruction and, to the extent that the Owner Trustee acts or refrains from acting in good faith in accordance with any such instruction received, the Owner Trustee shall not be liable, on account of such action or inaction, to any Person. If the Owner Trustee shall not have received appropriate written instruction within ten (10) days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action not inconsistent with this Agreement or the other Transaction Documents, as it shall deem to be in the best interests of the Certificateholders and shall have no liability to any Person for such action or inaction.

SECTION 6.4 No Duties Except as Specified in this Agreement or in Instructions. The Owner Trustee shall not have any duty or obligation to manage, make any payment with respect to, register, record, sell, dispose of or otherwise deal with the Owner Trust Estate, or to otherwise take or refrain from taking any action under, or in connection with, any document contemplated hereby to which the Owner Trustee or the Trust is a party, except as expressly provided by the terms of this Agreement or in any document or written instruction received by the Owner Trustee pursuant to Section 6.3, and no implied duties or obligations shall be read into this Agreement or any other Transaction Document against the Owner Trustee. The Owner Trustee shall have no responsibility for filing any financing or continuation statement in any public office at any time or otherwise to perfect or maintain the perfection of any security interest or lien granted to it hereunder or to prepare or file any Commission filing for the Trust or to record this Agreement or any other Transaction Document. The Owner Trustee shall, however, at its own cost and expense, promptly take all action as may be necessary to discharge any lien (other than the lien of the Indenture) on any part of the Owner Trust Estate that results from actions by, or claims against, the Owner Trustee in its individual capacity that are not related to the ownership or the administration of the Owner Trust Estate.

SECTION 6.5 No Action Except Under Specified Documents or Instructions. The Owner Trustee shall not manage, control, use, sell, dispose of or otherwise deal with any part of the Owner Trust Estate except (i) in accordance with the powers granted to and the authority conferred upon the Owner Trustee pursuant to this Agreement, (ii) in accordance with the other Transaction Documents to which the Trust is a party and (iii) in accordance with any document or written instruction delivered to the Owner Trustee pursuant to Section 6.3.

SECTION 6.6 Restrictions. The Owner Trustee shall not take any action (i) that is inconsistent with the purposes of the Trust set forth in Section 2.3 or (ii) that, to the actual knowledge of the Owner Trustee, would (A) affect the treatment of the Notes as indebtedness for federal income or Virginia income or franchise tax purposes, (B) be deemed to cause a taxable exchange of the Notes for federal income or Virginia income or franchise tax purposes or (C) cause the Trust or any portion thereof to be taxable as an association or publicly traded partnership taxable as a corporation for federal income or Virginia income or franchise tax

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purposes. The Certificateholders, the Depositor, the Administrator and the Servicer shall not direct the Owner Trustee to take action that would violate the provisions of this Section 6.6.

SECTION 6.7 Instructions by Electronic Methods. The Owner Trustee and the Delaware Trustee are hereby authorized to rely upon and comply with instructions and directions sent by e-mail, facsimile and other similar unsecured electronic methods (“Electronic Methods”) by persons believed by the Owner Trustee or the Delaware Trustee, as applicable, to be authorized to give instructions and directions on behalf of the Depositor. The Owner Trustee and the Delaware Trustee shall have no duty or obligation to verify or confirm that the person who sent such instructions or directions is, in fact, a person authorized to give instructions or directions on behalf of the Depositor (other than to verify that the signature on a facsimile is the signature of a person authorized to give instructions and directions on behalf of the Depositor), and the Owner Trustee and the Delaware Trustee shall have no liability for any losses, liabilities, costs or expenses incurred or sustained by the Depositor as a result of such reliance upon or use of Electronic Methods to submit instructions and directions to the Owner Trustee or the Delaware Trustee, including the risk of the Owner Trustee or the Delaware Trustee taking unauthorized instructions, and the risk of interception and misuse by third parties.

ARTICLE VII

REGARDING THE OWNER TRUSTEE

SECTION 7.1 Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts but only upon the terms of this Agreement. The Owner Trustee also agrees to disburse all monies actually received by it constituting part of the Owner Trust Estate upon the terms of this Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any other Transaction Document under any circumstances, except (i) for its own willful misconduct, bad faith or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 expressly made by the Owner Trustee, in its individual capacity. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):

(i) the Owner Trustee shall not be liable for any error of judgment made in good faith by a responsible officer of the Owner Trustee unless it is proved that the Owner Trustee was negligent in ascertaining the pertinent facts;

(ii) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken in good faith by it in accordance with the provisions of this Agreement at the instructions of any Certificateholder, the Indenture Trustee, the Depositor, the Administrator or the Servicer;

(iii) no provision of this Agreement or any other Transaction Document shall require the Owner Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder or under any other Transaction Document if the Owner Trustee shall have reasonable grounds to believe that repayment of such funds or

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adequate indemnity against such risk or liability is not reasonably assured or provided to it;

(iv) the Owner Trustee shall not be liable for any indebtedness evidenced by or arising under any of the Transaction Documents, including the principal of and interest on the Notes or payments of Excess Collections to the Certificateholders;

(v) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate or for or in respect of the validity or sufficiency of the other Transaction Documents, other than the certificate of authentication on the Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty, or obligation to any Noteholder, [the Swap Counterparty] or to any Certificateholder, other than as expressly provided for herein and in the other Transaction Documents;

(vi) the Owner Trustee shall not be liable for the default or misconduct of the Servicer, [the Backup Servicer], the Administrator, the Depositor or the Indenture Trustee under any of the Transaction Documents or otherwise, and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the other Transaction Documents that are required to be performed by the Administrator under the Administration Agreement, the Servicer [or the Backup Servicer] under the Sale and Servicing Agreement or the Indenture Trustee under the Indenture;

(vii) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any other Transaction Document, at the request, order or direction of any of the Certificateholders, unless such Certificateholders have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby;

(viii) the right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or any other Transaction Document shall not be construed as a duty, and the Owner Trustee shall not be answerable other than for its willful misconduct, bad faith or negligence in the performance of any such act;

(ix) in no event shall the Owner Trustee be responsible or liable (A) for special, indirect, consequential loss or damage of any kind whatsoever (including loss of profit), (B) for the acts or omissions of clearing agencies or securities depositories or any of their respective nominees or correspondents, (C) for acts or omissions of brokers or dealers or (D) for any losses due to forces beyond the control of the Owner Trustee, including strikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes or acts of God and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services provided by third parties selected by the Owner Trustee with reasonable care;

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(x) the Owner Trustee shall have no responsibility for the accuracy of any information provided to Certificateholders or any other person that has been obtained from, or provided to the Owner Trustee by, any other Person; and

(xi) the Owner Trustee shall not be liable for any failure to anticipate incurring Expenses (as defined in Section 8.2) as long as the Owner Trustee acts in good faith based on the facts reasonably available to it at the time of such determination.

SECTION 7.2 Furnishing of Documents. The Owner Trustee shall furnish to the Certificateholders promptly upon receipt of a written request therefor, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and any other instruments furnished to the Owner Trustee under the Transaction Documents.

SECTION 7.3 Representations and Warranties

(a) The Delaware Trustee, in its individual capacity, hereby represents and warrants to the Depositor, for the benefit of the Certificateholders, that:

(i) it is a Delaware [            ] duly organized and validly existing in good standing under the laws of the State of Delaware and has all requisite power and authority to execute, deliver and perform its obligations under this Agreement;

(ii) it has taken all action necessary to authorize the execution and delivery by it of this Agreement, and this Agreement will be executed and delivered by one of its officers who is duly authorized to execute and deliver this Agreement on its behalf; and

(iii) neither the execution nor the delivery by it of this Agreement, nor the consummation by it of the transactions contemplated hereby nor compliance by it with any of the terms or provisions hereof will contravene any federal or Delaware law, governmental rule or regulation governing the banking or trust powers of the Delaware Trustee or any judgment or order binding on it, or constitute any default under its charter documents or by-laws or any indenture, mortgage, contract, agreement or instrument to which it is a party or by which any of its properties may be bound.

(b) The Owner Trustee, in its individual capacity, hereby represents and warrants to the Depositor, for the benefit of the Certificateholders, that:

(i) it is a [            ] duly organized and validly existing in good standing under the laws of the State of [            ] and has all requisite power and authority to execute, deliver and perform its obligations under this Agreement;

(ii) it has taken all action necessary to authorize the execution and delivery by it of this Agreement, and this Agreement will be executed and delivered by one of its officers who is duly authorized to execute and deliver this Agreement on its behalf; and

(iii) neither the execution nor the delivery by it of this Agreement, nor the consummation by it of the transactions contemplated hereby nor compliance by it with any of the terms or provisions hereof will contravene any federal or [            ] law,

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governmental rule or regulation governing the banking or trust powers of the Owner Trustee or any judgment or order binding on it, or constitute any default under its charter documents or by-laws or any indenture, mortgage, contract, agreement or instrument to which it is a party or by which any of its properties may be bound.

SECTION 7.4 Reliance; Advice of Counsel.

(a) The Owner Trustee may rely upon, shall be protected in relying upon, and shall incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper believed by it to be genuine and believed by it to be signed by the proper party or parties. The Owner Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any corporate party as conclusive evidence that such resolution has been duly adopted by such body and that the same is in full force and effect. As to any fact or matter the method of the determination of which is not specifically prescribed herein, the Owner Trustee may for all purposes hereof rely on a certificate, signed by the president or any vice president or by the treasurer or other authorized officers of the relevant party, as to such fact or matter and such certificate shall constitute full protection to the Owner Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon.

(b) In the exercise or administration of the trusts hereunder and in the performance of its duties and obligations under this Agreement or the other Transaction Documents, the Owner Trustee (i) may act directly or through its agents or attorneys pursuant to agreements entered into with any of them, and the Owner Trustee shall not be liable for the conduct or misconduct of such agents or attorneys if such agents or attorneys shall have been selected by the Owner Trustee with reasonable care and (ii) may consult with counsel, accountants and other skilled Persons to be selected with reasonable care and employed by it. The Owner Trustee shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the written opinion or advice of any such counsel, accountants or other such Persons and not contrary to this Agreement or any other Transaction Document.

SECTION 7.5 Not Acting in Individual Capacity. Except as provided in Section 7.3, in accepting the trusts hereby created, [            ] acts solely as Owner Trustee hereunder and not in its individual capacity, and all Persons having any claim against the Owner Trustee by reason of the transactions contemplated by this Agreement or any other Transaction Document shall look only to the Owner Trust Estate for payment or satisfaction thereof.

SECTION 7.6 Owner Trustee Not Liable for Certificates or Receivables. The recitals contained herein and in the Certificates (other than the signature and countersignature of the Owner Trustee on the Certificates) shall be taken as the statements of the Depositor, and the Owner Trustee assumes no responsibility for the correctness thereof. The Owner Trustee makes no representations as to the validity or sufficiency of this Agreement, any other Transaction Document, the Certificates (other than the signature and countersignature of the Owner Trustee on the Certificates) or the Notes, or of any Receivable or related documents. The Owner Trustee shall at no time have any responsibility or liability for or with respect to the legality, validity and enforceability of any Receivable, or the perfection and priority of any security interest created by any Receivable in any Financed Vehicle or the maintenance of any such perfection and priority,

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or for or with respect to the sufficiency of the Owner Trust Estate or its ability to generate the payments to be distributed to the Certificateholders under this Agreement or to the Noteholders [or the Swap Counterparty] under the Indenture, including the existence, condition and ownership of any Financed Vehicle, the existence and enforceability of any insurance thereon, the existence and contents of any Receivable on any computer or other record thereof, the validity of the assignment of any Receivable to the Trust or any intervening assignment, the completeness of any Receivable, the performance or enforcement of any Receivable, the compliance by the Depositor or the Servicer with any warranty or representation made under any Transaction Document or in any related document, or the accuracy of any such warranty or representation or any action of the Indenture Trustee, the Administrator or the Servicer taken in the name of the Owner Trustee.

SECTION 7.7 Owner Trustee May Own Certificates and Notes. The Owner Trustee, in its individual or any other capacity, may become the owner or pledgee of Certificates or Notes and may deal with the Depositor, the Servicer, the Administrator and the Indenture Trustee in banking transactions with the same rights as it would have if it were not Owner Trustee.

ARTICLE VIII

COMPENSATION AND INDEMNIFICATION OF OWNER TRUSTEE

SECTION 8.1 Owner Trustee’s Fees and Expenses. Each of the Owner Trustee and the Delaware Trustee shall receive as compensation for its services hereunder such fees as have been separately agreed upon before the date hereof between the Servicer and such trustee, and each of the Owner Trustee and the Delaware Trustee shall be reimbursed by the Servicer for its other reasonable expenses hereunder, including the reasonable compensation, expenses and disbursements of such agents, representatives, experts and counsel as such trustee may employ in connection with the exercise and performance of its rights and its duties hereunder.

SECTION 8.2 Indemnification. To the fullest extent permitted by applicable law, the initial Servicer shall be liable as prime obligor for, and shall indemnify each of the Owner Trustee and the Delaware Trustee and its successors, assigns, agents and servants (collectively, the “Indemnified Parties”) from and against, any and all liabilities, obligations, losses, damages, taxes, claims, actions and suits, and any and all reasonable costs, expenses and disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever (collectively, “Expenses”) which may at any time be imposed on, incurred by, or asserted against the Owner Trustee, the Delaware Trustee or any other Indemnified Party in any way relating to or arising out of this Agreement, the other Transaction Documents, the Owner Trust Estate, the administration of the Owner Trust Estate or the action or inaction of the Owner Trustee or the Delaware Trustee hereunder; provided, however, that the initial Servicer shall not be liable for or required to indemnify an Indemnified Party from and against Expenses arising or resulting from any of the matters described in the third sentence of Section 7.1. In no event will the initial Servicer, the Owner Trustee or the Delaware Trustee be entitled to make any claim upon the Owner Trust Estate for the payment or reimbursement of any Expenses. The indemnities contained in this Section 8.2 shall survive the resignation or termination of the Owner Trustee and the Delaware Trustee or the termination of this Agreement. In the event of any claim, action

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or proceeding for which indemnity will be sought pursuant to this Section 8.2, the Owner Trustee’s and the Delaware Trustee’s choice of legal counsel shall be subject to the approval of the initial Servicer, which approval shall not be unreasonably withheld.

SECTION 8.3 Payments to the Owner Trustee. Any amounts paid to the Owner Trustee or the Delaware Trustee pursuant to this Article VIII shall be deemed not to be a part of the Owner Trust Estate immediately after such payment.

ARTICLE IX

TERMINATION

SECTION 9.1 Termination of Trust Agreement.

(a) This Agreement (other than the provisions of Article VIII) shall terminate and be of no further force or effect and the Trust shall dissolve upon the earlier of (i) the payment to the Servicer, the Noteholders, [the Swap Counterparty] and the Certificateholders of all amounts required to be paid to them pursuant to the terms of the Indenture, the Sale and Servicing Agreement, [the Swap Agreement] and Article V and (ii) the Distribution Date next succeeding the month which is one year after the maturity or other liquidation of the last Receivable and the disposition of any amounts received upon liquidation of any property remaining in the Trust. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the Trust, entitle such Certificateholder’s legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Owner Trust Estate or otherwise affect the rights, obligations and liabilities of the parties hereto.

(b) No Certificateholder shall be entitled to revoke or terminate the Trust.

(c) Notice of any termination of the Trust, specifying the Distribution Date upon which the Certificateholders shall surrender their Certificates to the Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to Certificateholders mailed within five (5) Business Days of receipt of notice of such termination from the Servicer, stating (i) the Distribution Date upon or with respect to which final payment of the Certificates shall be made upon presentation and surrender of the Certificates at the office of the Paying Agent therein specified, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Paying Agent therein specified. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent [and the Swap Counterparty] at the time such notice is given to Certificateholders. Upon presentation and surrender of the Certificates, the Paying Agent shall cause to be distributed to the Certificateholders, subject to Section 3808 of the Statutory Trust Statute, amounts distributable on such Distribution Date pursuant to Section 5.2. In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within six (6) months after the date specified in the above mentioned written notice, the Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all

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the Certificates shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Subject to applicable escheat laws, any funds remaining in the Trust after exhaustion of such remedies shall be distributed by the Owner Trustee to the Certificateholders in proportion to each Certificateholder’s Certificate Percentage Interest.

(d) Upon the winding up of the Trust, in accordance with Section 3808 of the Statutory Trust Statute, and its termination, the Owner Trustee shall cause the Certificate of Trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Statute.

ARTICLE X

SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES

SECTION 10.1 Eligibility Requirements for Owner Trustee and Delaware Trustee. The Owner Trustee shall at all times (i) be authorized to exercise corporate trust powers, (ii) have a combined capital and surplus of at least $50,000,000 and be subject to supervision or examination by federal or State authorities and (iii) have (or have a parent that has) a long-term debt rating of investment grade by each of the Rating Agencies or otherwise be acceptable to each of the Rating Agencies. The Delaware Trustee shall at all times (i) be a corporation or banking association satisfying the provisions of Section 3807(a) of the Statutory Trust Statute, (ii) be authorized to exercise corporate trust powers, (iii) have a combined capital and surplus of at least $50,000,000 and be subject to supervision or examination by federal or State authorities and (iv) have (or have a parent that has) a long term debt rating of investment grade by each of the Rating Agencies or otherwise be acceptable to each of the Rating Agencies. If such corporation or banking association shall publish reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purpose of this Section 10.1 the combined capital and surplus of such corporation or banking association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of this Section 10.1, the Owner Trustee shall resign immediately in the manner and with the effect specified in Section 10.2.

SECTION 10.2 Resignation or Removal of Owner Trustee. The Owner Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Administrator and the Depositor. Upon receiving such notice of resignation, the Administrator shall promptly appoint a successor Owner Trustee (acceptable to the Depositor) by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee and one copy to the successor Owner Trustee. If no successor Owner Trustee shall have been so appointed and have accepted appointment within thirty (30) days after the giving of such notice of resignation, the resigning Owner Trustee may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee.

If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 and shall fail to resign after written request therefor by the

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Administrator, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or the Owner Trustee shall otherwise become incapable of acting, then the Administrator shall remove the Owner Trustee. If the Administrator shall remove the Owner Trustee under the authority of the immediately preceding sentence, the Administrator shall promptly appoint a successor Owner Trustee (acceptable to the Depositor) by written instrument, in duplicate, one copy of which instrument shall be delivered to the removed Owner Trustee and one copy to the successor Owner Trustee.

Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to this Section 10.2 shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.3 and payment of all fees and expenses owed to the outgoing Owner Trustee. The Administrator shall provide notice of such resignation or removal of the Owner Trustee to the Depositor, the Certificateholders, the Indenture Trustee, the Noteholders, [the Swap Counterparty] and the Rating Agencies.

SECTION 10.3 Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.2 shall execute, acknowledge and deliver to the Administrator and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon, subject to the payment of all fees and expenses owed to the predecessor Owner Trustee, the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, upon payment of its fees and expenses, deliver to the successor Owner Trustee all documents, statements and monies held by it under this Agreement, and the Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations.

No successor Owner Trustee shall accept appointment as provided in this Section 10.3 unless, at the time of such acceptance, such successor Owner Trustee shall be eligible pursuant to Section 10.1.

Any successor Owner Trustee appointed pursuant to this Section 10.3 shall file an amendment to the Certificate of Trust with the Secretary of State reflecting the name and principal place of business of such successor in the State of Delaware.

Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 10.3, the Administrator shall mail notice of such appointment to all Certificateholders, the Indenture Trustee, the Noteholders, [the Swap Counterparty] and the Rating Agencies. If the Administrator shall fail to mail such notice within ten (10) days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the Administrator.

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SECTION 10.4 Merger or Consolidation of Owner Trustee.

(a) If the Owner Trustee consolidates with, merges or converts into, or transfers all or substantially all its corporate trust business or assets to, another corporation or banking association, the resulting, surviving or transferee corporation or banking association without any further act, except the filing of an amendment to the Certificate of Trust, if required under the Statutory Trust Statute, shall be the successor Owner Trustee; provided, however, that such corporation or banking association must be otherwise qualified and eligible under Section 10.1. The Owner Trustee shall provide the Rating Agencies and the Administrator with prior written notice of any such transaction.

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

SECTION 10.5 Appointment of Co-Trustee or Separate Trustee.

(a) Notwithstanding any other provisions of this Agreement to the contrary, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Owner Trust Estate or any Financed Vehicle may at the time be located, the Administrator and the Owner Trustee acting jointly shall have the power and may execute and deliver an instrument to appoint one or more Persons approved by the Owner Trustee to act as co-trustee or co-trustees, jointly with the Owner Trustee, or separate trustee or separate trustees, of all or any part of the Owner Trust Estate, and to vest in such Person or Persons, in such capacity and for the benefit of the Certificateholders, such title to the Owner Trust Estate, or any part thereof, and, subject to the other provisions of this Section 10.5, such powers, duties, obligations, rights and trusts as the Administrator and the Owner Trustee may consider necessary or desirable. If the Administrator shall not have joined in such appointment within fifteen (15) days after the receipt by it of a request so to do, the Owner Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor trustee under Section 10.1 and no notice of the appointment of any co-trustee or separate trustee shall be required under Section 10.3.

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

(i) all rights, powers, duties and obligations conferred or imposed upon the Owner Trustee shall be conferred or imposed upon and exercised or performed by the Owner Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee shall not be authorized to act separately without the Owner Trustee joining in such act), except to the extent that under any law of any

29

jurisdiction in which any particular act or acts are to be performed the Owner Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Owner Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Owner Trustee;

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

(iii) the Administrator and the Owner Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee.

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

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

SECTION 10.6 Delaware Trustee. (a) The Delaware Trustee has been appointed solely for the purpose of complying with the requirements of the Statutory Trust Statute that the Trust have one trustee, which, in the case of a natural person, is a resident of the State of Delaware, or which in all other cases, has its principal place of business in the State of Delaware. The duties and responsibilities of the Delaware Trustee shall be limited solely to (i) accepting legal process served on the Trust in the State of Delaware, (ii) the execution and delivery of all documents, and the maintenance of all records, necessary to form and maintain the existence of the Trust under the Statutory Trust Statute and (iii) monitoring the Trust’s compliance with the Statutory Trust Statute and advising the Administrator when action is necessary to comply with the Statutory Trust Statute. Except for the purpose set forth in the foregoing sentence, the Delaware Trustee shall not be deemed a trustee of, shall have no management responsibilities with respect to or owe any fiduciary duties to the Trust or the Certificateholders.

(b) By its execution hereof, the Delaware Trustee accepts the trust created herein. Except as otherwise expressly required by clause (a) above, the Delaware Trustee shall not have any duty or liability with respect to the administration of the Trust, the investment of

30

any of the Trust Property or the payment of dividends or other distributions of income or principal with respect to the Trust.

(c) The Delaware Trustee shall not be liable for the acts or omissions of the Owner Trustee or the Administrator, nor shall the Delaware Trustee be liable for supervising or monitoring the performance of the duties and obligations of the Owner Trustee or the Trust under this Agreement. The Delaware Trustee shall not be answerable or accountable hereunder or under any other Transaction Document under any circumstances, except (x) for its own willful misconduct, bad faith or negligence or (y) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 expressly made by the Delaware Trustee, in its individual capacity. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):

(i) the Delaware Trustee shall not be liable for any error of judgment made in good faith by a responsible officer of the Delaware Trustee unless it is proved that the Delaware Trustee was negligent in ascertaining the pertinent facts;

(ii) no provision of this Agreement or any other Transaction Document shall require the Delaware Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder or under any other Transaction Document if the Delaware Trustee shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;

(iii) under no circumstances shall the Delaware Trustee be personally liable for any representation, warranty, covenant, agreement or indebtedness of the Trust;

(iv) the Delaware Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor, the Owner Trustee, the Servicer or the Certificate Registrar;

(v) the Delaware Trustee shall incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper believed by it to be genuine and believed by it to be signed by the proper party or parties; the Delaware Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any corporate party as conclusive evidence that such resolution has been duly adopted by such body and that the same is in full force and effect; as to any fact or matter the method of determination of which is not specifically prescribed herein, the Delaware Trustee may for all purposes hereof rely on a certificate, signed by the president or any vice president or by the treasurer or other authorized officers of the relevant party, as to such fact or matter and such certificate shall constitute full protection to the Delaware Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon;

(vi) in the exercise or administration of the trust hereunder, the Delaware Trustee (A) may act directly or through agents or attorneys pursuant to agreements

31

entered into with any of them, and the Delaware Trustee shall not be liable for the conduct or misconduct of such agents or attorneys if such agents or attorneys shall have been selected by the Delaware Trustee with reasonable care and (B) may consult with counsel, accountants and other skilled Persons to be selected with reasonable care and employed by it, and the Delaware Trustee shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the written opinion or advice of any such counsel, accountants or other such Persons and not contrary to this Agreement or any other Transaction Document; and

(vii) except as expressly provided in this Section 10.6, in accepting and performing the trust hereby created, [            ] acts solely as Delaware Trustee hereunder and not in its individual capacity, and all Persons having any claim against the Delaware Trustee by reason of the transactions contemplated by this Agreement or any other Transaction Document shall look only to the Owner Trust Estate for payment or satisfaction thereof.

(d) The Delaware Trustee (or any successor trustee) shall be entitled to receive compensation from the Servicer for its services in accordance with such schedules as shall have been separately agreed to from time to time by the Delaware Trustee and the Servicer. The Delaware Trustee may consult with counsel (who may be counsel for the Owner Trustee or for the Delaware Trustee). The reasonable legal fees incurred in connection with such consultation shall be reimbursed to the Delaware Trustee pursuant to Article VIII.

(e) The Delaware Trustee shall serve for the duration of the Trust and until the earlier of (i) the effective date of the Delaware Trustee’s resignation or (ii) the effective date of the removal of the Delaware Trustee. The Delaware Trustee may resign at any time by giving thirty (30) days’ written notice to the Administrator and the Depositor; provided, however, that such resignation shall not be effective until such time as a successor Delaware Trustee has accepted such appointment. The Delaware Trustee may be removed at any time by the Administrator by providing thirty (30) days’ written notice to the Delaware Trustee; provided, however, that such removal shall not be effective until such time as a successor Delaware Trustee has accepted such appointment. Upon the resignation or removal of the Delaware Trustee, the Administrator shall appoint a successor Delaware Trustee. If no successor Delaware Trustee shall have been appointed and shall have accepted such appointment within forty-five (45) days after the giving of such notice of resignation or removal, the Delaware Trustee may petition any court of competent jurisdiction for the appointment of a successor Delaware Trustee. Any successor Delaware Trustee appointed pursuant to this Section 10.6 shall be eligible to act in such capacity in accordance with this Agreement and, following compliance with this Section 10.6, shall become fully vested with the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Delaware Trustee.

(f) The Delaware Trustee shall not be obligated to give any bond or other security for the performance of any of its duties hereunder.

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ARTICLE XI

MISCELLANEOUS

SECTION 11.1 Supplements and Amendments.

(a) This Agreement may be amended from time to time by the Depositor and the Owner Trustee with prior written notice to the Rating Agencies, [the Swap Counterparty] and the Administrator, without the consent of any of the Noteholders or the Certificateholders to cure any ambiguity, to correct or supplement any provision herein that may be inconsistent with any other provision herein or in any offering document used in connection with the initial offer and sale of the Notes or the Certificates or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement which will not be inconsistent with other provisions of this Agreement; provided, however, that (i) no such amendment may materially adversely affect the interests of any Noteholder, any Certificateholder [or the Swap Counterparty] and (ii) no such amendment will be permitted unless an Opinion of Counsel is delivered to the Owner Trustee to the effect that such amendment will not cause the Trust to be characterized for federal income tax purposes as an association taxable as a corporation or otherwise have any material adverse impact on the federal income taxation of any Notes Outstanding or outstanding Certificates or any Noteholder or Certificateholder.

(b) This Agreement may be amended from time to time by the Depositor and the Owner Trustee with prior written notice to the Rating Agencies and the Administrator, with the consent of the Holders (as defined in the Indenture) of Notes evidencing not less than 51% of the Note Balance or, if the Notes have been paid in full, the Holders of Certificates evidencing not less than 51% of the aggregate Certificate Percentage Interest, for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Agreement or modifying in any manner the rights of the Noteholders or the Certificateholders; provided, however, that (x) no such amendment will be permitted unless an Opinion of Counsel is delivered to the Owner Trustee to the effect that such amendment will not cause the Trust to be characterized for federal income tax purposes as an association taxable as a corporation or otherwise have any material adverse impact on the federal income taxation of any Notes Outstanding or outstanding Certificates or any Noteholder or Certificateholder and (y) no such amendment may:

(i) increase or reduce in any manner the amount of, or accelerate or delay the timing of, or change the allocation or priority of, collections of payments on or in respect of the Receivables or distributions that are required to be made for the benefit of the Noteholders or the Certificateholders, or change any Note Rate, without the consent of all Noteholders and Certificateholders adversely affected by such amendment;

(ii) reduce the percentage of the Note Balance or the percentage of the aggregate Certificate Percentage Interest the consent of the Holders of which is required for any amendment to this Agreement without the consent of all the Noteholders and Certificateholders adversely affected by the amendment; or

(iii) adversely affect the rating assigned by any Rating Agency to any Class of Notes without the consent of the Holders (as defined in the Indenture) of Notes

33

evidencing not less than 66 2/3% of the aggregate principal amount of the then outstanding Notes of such Class.

(c) An amendment to this Agreement shall be deemed not to materially adversely affect the interests of any Noteholder or Certificateholder if (i) the Person requesting such amendment obtains and delivers to the Owner Trustee an Opinion of Counsel to that effect or (ii) the Rating Agency Condition is satisfied.

(d) Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to each Certificateholder and the Depositor shall furnish written notice of the substance of such amendment or consent to the Indenture Trustee, [the Swap Counterparty] and the Rating Agencies.

(e) It shall not be necessary for the consent of the Certificateholders, the Noteholders, [the Swap Counterparty] or the Indenture Trustee pursuant to this Section 11.1 to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Transaction Document) and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe.

(f) Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall file such amendment or cause such amendment to be filed with the Secretary of State.

(g) The Owner Trustee may, but shall not be obligated to, enter into any such amendment that affects the Owner Trustee’s own rights, duties, liabilities or immunities under this Agreement or otherwise.

(h) Prior to the execution of any amendment to this Agreement or any amendment to any other agreement to which the Trust is a party, the Owner Trustee shall be entitled to receive and shall be fully protected in relying upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent in this Agreement to the execution and delivery of such amendment have been satisfied.

SECTION 11.2 No Legal Title to Owner Trust Estate in Certificateholders. The Certificateholders shall not have legal title to any part of the Owner Trust Estate. The Certificateholders shall be entitled to receive distributions with respect to their undivided beneficial interest therein only in accordance with Articles V and IX. No transfer, by operation of law or otherwise, of any right, title or interest of the Certificateholders in and to their beneficial interest in the Owner Trust Estate shall operate to terminate this Agreement or the trusts hereunder or entitle any transferee to an accounting or to the transfer to it of legal title to any part of the Owner Trust Estate.

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SECTION 11.3 Limitation on Rights of Others. The provisions of this Agreement are solely for the benefit of the Owner Trustee, the Depositor, the Administrator, the Certificateholders, the Servicer and, to the extent expressly provided herein, the Indenture Trustee, [the Swap Counterparty] and the Noteholders, and nothing in this Agreement or in the Certificates, whether express or implied, shall be construed to give to any other Person any legal or equitable right, remedy or claim in the Owner Trust Estate or under or in respect of this Agreement or any covenants, conditions or provisions contained herein.

SECTION 11.4 Notices. All demands, notices and other communications under this Agreement shall be in writing, personally delivered, sent by telecopier, email, overnight courier or mailed by certified mail, return receipt requested, and shall be deemed to have been duly given upon receipt (i) in the case of the Owner Trustee, at the Corporate Trust Office, (ii) in the case of the Depositor, at the following address: 12800 Tuckahoe Creek Parkway, Suite 400, Richmond, Virginia 23238, Attention: Treasurer, (iii) in the case of the Indenture Trustee, at the Corporate Trust Office, (iv) in the case of [            ], at the following address: [            ], (v) in the case of [            ], at the following address: [            ] and (vi) in the case of the Administrator, at the following address: 12800 Tuckahoe Creek Parkway, Richmond, Virginia 23238, Attention: Treasury Department. Any notice required or permitted to be mailed to a Certificateholder shall be given by first-class mail, postage prepaid, at the address of such Holder as shown in the Certificate Register. Any notice so mailed within the time prescribed in this Agreement shall be conclusively presumed to have been duly given, whether or not the Certificateholder shall receive such notice.

SECTION 11.5 Severability. If any provision of this Agreement or the Certificates shall be held for any reason whatsoever invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement and the Certificates shall not in any way be affected or impaired thereby.

SECTION 11.6 Separate Counterparts. This Agreement may be executed in any number of counterparts, each of which counterparts when so executed shall be deemed to be an original, and all of which counterparts shall together constitute but one and the same instrument.

SECTION 11.7 Successors and Assigns. All covenants and agreements in this Agreement and the Certificates shall be binding upon, and inure to the benefit of, the Depositor, the Owner Trustee and its successors and each Certificateholder and its successors and permitted assigns, all as herein provided. Any request, notice, direction, consent, waiver or other instrument or action by a Certificateholder shall bind the successors and assigns of such Certificateholder.

SECTION 11.8 Covenants of the Depositor. The Depositor shall not at any time institute against the Trust, or join in any institution against the Trust of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any United States federal or State bankruptcy or similar law in connection with any obligations relating to the Certificates, the Notes, this Agreement or any of the other Transaction Documents.

35

SECTION 11.9 No Petition. To the fullest extent permitted by applicable law, the Owner Trustee (not in its individual capacity but solely as Owner Trustee), by entering into this Agreement, each Certificateholder, by accepting a Certificate, and the Indenture Trustee, [the Swap Counterparty] and each Noteholder, by accepting the benefits of this Agreement, hereby covenant and agree that they will not at any time institute against the Depositor or the Trust, or join in any institution against the Depositor or the Trust of, or cooperate with or encourage others to institute against the Depositor or the Trust, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any United States federal or State bankruptcy or similar law in connection with any obligations relating to the Certificates, the Notes, this Agreement or any of the other Transaction Documents.

SECTION 11.10 No Recourse. Each Certificateholder, by accepting a Certificate, acknowledges that the Certificates represent beneficial interests in the Trust only and do not represent interests in or obligations of the Depositor, the Servicer, the Administrator, the Owner Trustee, the Indenture Trustee or any Affiliate thereof, and no recourse may be had against such parties or their assets, except as may be expressly set forth or contemplated in this Agreement, the Certificates or the other Transaction Documents.

SECTION 11.11 Headings. The Article and Section headings herein and the Table of Contents are for convenience only and shall not define or limit any of the terms or provisions hereof.

SECTION 11.12 Governing Law. This Agreement shall be construed in accordance with the laws of the State of Delaware and the obligations, rights and remedies of the parties under this Agreement shall be determined in accordance with such laws.

SECTION 11.13 Depositor Payment Obligation. The Depositor shall be responsible for payment of the Administrator’s compensation under the Administration Agreement and shall reimburse the Administrator for all expenses and liabilities of the Administrator incurred under the Administration Agreement.

SECTION 11.14 Certificates Nonassessable and Fully Paid. The Certificateholders shall not be personally liable for the obligations of the Trust. The interests represented by the Certificates shall be nonassessable for any losses or expenses of the Trust or for any reason whatsoever, and, upon the authentication thereof by the Owner Trustee pursuant to Section 3.3, 3.4 or 3.5, the Certificates are and shall be deemed fully paid.

SECTION 11.15 [Obligations with Respect to the Swap Counterparty]. [Any obligations or duties owed to, or rights of, the Swap Counterparty hereunder, including the right of the Swap Counterparty to consent to, or receive notice of, any actions hereunder shall terminate upon payment in full of the Class A-2b Notes and indefeasible payment of all amounts owed to the Swap Counterparty under the Swap Agreement.]

SECTION 11.16 Ratification of Prior Actions. Any actions taken by the Owner Trustee, the Delaware Trustee or the Administrator, in each case for itself or on behalf of the Trust, in connection with the opening of bank accounts, deposit of monies into such accounts,

36

obtaining of sales finance company licenses on behalf of the Trust and any actions related thereto are hereby confirmed and ratified in all respects, and the Owner Trustee and the Delaware Trustee shall be entitled to the indemnity provided for in Section 8.2 with respect to such actions.

[SIGNATURE PAGE FOLLOWS]

37

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

CARMAX AUTO FUNDING LLC, as Depositor
By:
	Name:
	Title:

[                ],
as Delaware Trustee
By:
	Name:
	Title:

[                ],
as Owner Trustee
By:
	Name:
	Title:

Accepted and agreed:
CARMAX BUSINESS SERVICES, LLC,
as Servicer
By:
	Name:
	Title:

Amended and Restated Trust Agreement

S-1

Exhibit A

Form of Certificate

THIS ASSET BACKED CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE NOTES TO THE EXTENT DESCRIBED IN THE TRUST AGREEMENT, THE SALE AND SERVICING AGREEMENT AND THE INDENTURE REFERRED TO HEREIN.

REGISTERED NO. R-1

CARMAX AUTO OWNER TRUST 20[    ]-[    ]

ASSET-BACKED CERTIFICATE

evidencing a beneficial interest in the property of CarMax Auto Owner Trust 20[    ]-[    ], a Delaware statutory trust (the “Trust”), which property includes a pool of retail installment sale contracts secured by new and used motor vehicles sold by CarMax Business Services, LLC, a Delaware limited liability company (the “Seller”), to CarMax Auto Funding LLC, a Delaware limited liability company (the “Depositor”), and sold by the Depositor to the Trust. The property of the Trust (other than the Certificate Payment Account and the proceeds thereof) has been pledged by the Trust to [            ], a [            ], as Indenture Trustee (in such capacity, the “Indenture Trustee”), pursuant to an Indenture dated as of [            ], 20[    ] (as amended, supplemented or otherwise modified from time to time, the “Indenture”) between the Trust and the Indenture Trustee to secure the payment of the Notes issued thereunder.

This certifies that CARMAX AUTO FUNDING LLC is the registered owner of a 100% Certificate Percentage Interest nonassessable, fully paid, beneficial interest in the Trust. The Trust was created pursuant to a Trust Agreement dated as of [            ], 20[    ] among the Depositor, [            ], not in its individual capacity but solely as Delaware Trustee (in such capacity, the “Delaware Trustee”), and [            ], not in its individual capacity but solely as Owner Trustee (in such capacity, the “Owner Trustee”), as amended and restated by an Amended and Restated Trust Agreement dated as of [            ], 20[    ] (as amended, supplemented or otherwise modified and in effect from time to time, the “Trust Agreement”) among the Depositor, the Delaware Trustee and the Owner Trustee, a summary of certain of the pertinent provisions of which is set forth below. Capitalized terms used but not defined herein have the meanings assigned to them in the Trust Agreement or in the Sale and Servicing Agreement dated as of [            ], 20[    ] (as amended, supplemented or otherwise modified and in effect from time to time, the “Sale and Servicing Agreement”) among the Trust, the Depositor, CarMax Business Services, LLC, as servicer (in such capacity, the “Servicer”), and [            ], a [            ], [as backup servicer (in such capacity, the “Backup Servicer”)].

A-1

This Certificate is issued under and is subject to the terms, provisions and conditions of the Trust Agreement, to which Trust Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. The property of the Trust includes: (i) a pool of retail installment sale contracts originated in connection with the sale of new or used motor vehicles (the “Receivables”); (ii) all amounts received on or in respect of the Receivables after the Cutoff Date; (iii) the security interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables and any other interest of the Seller or the Depositor in such Financed Vehicles; (iv) all proceeds from claims on or refunds of premiums with respect to physical damage, theft, credit life or credit disability insurance policies relating to the Financed Vehicles or the Obligors; (v) the Receivable Files; (vi) the Collection Account, the Note Payment Account, the Certificate Payment Account and the Reserve Account and all amounts, securities, financial assets, investments and other property deposited in or credited to any of the foregoing and all proceeds thereof; (vii) all rights of the Depositor under the Receivables Purchase Agreement, including the right to require the Seller to repurchase Receivables from the Depositor; (viii) all rights of the Trust under the Sale and Servicing Agreement, including the right to require the Servicer to purchase Receivables from the Trust; (ix) the right to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed by or on behalf of the Trust; and (x) 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.

THE RIGHTS OF THE TRUST IN THE FOREGOING PROPERTY OF THE TRUST (OTHER THAN THE CERTIFICATE PAYMENT ACCOUNT AND THE PROCEEDS THEREOF) HAVE BEEN PLEDGED TO THE INDENTURE TRUSTEE TO SECURE THE PAYMENT OF THE NOTES.

Pursuant to the Trust Agreement, there will be distributed on each Distribution Date to the Person in whose name this Certificate is registered at the close of business on the Business Day preceding such Distribution Date such Certificateholder’s Certificate Percentage Interest in the amount to be distributed to Certificateholders on such Distribution Date.

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

THE HOLDER OF THIS CERTIFICATE ACKNOWLEDGES AND AGREES THAT ITS RIGHTS TO RECEIVE DISTRIBUTIONS IN RESPECT OF THIS CERTIFICATE ARE SUBORDINATED TO THE RIGHTS OF THE NOTEHOLDERS [AND THE SWAP COUNTERPARTY] AS DESCRIBED IN THE TRUST AGREEMENT, THE SALE AND SERVICING AGREEMENT AND THE INDENTURE.

A-2

It is the intent of the Depositor, the Seller, the Servicer and the Certificateholders that, for purposes of federal income taxes, State and local income taxes and any other income taxes, the Trust will be treated either as a disregarded entity under Treasury Regulation Section 301.7701-3 or as a partnership, and that the Certificateholders (including the Depositor) will be treated as partners in that partnership. The Certificateholders, by acceptance of a Certificate, agree to such treatment and agree to take no action inconsistent with such treatment.

Each Certificateholder, by its acceptance of a Certificate, covenants and agrees that such Certificateholder will not at any time institute against the Depositor or the Trust, or join in any institution against the Depositor or the Trust of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under any United States federal or State bankruptcy or similar law in connection with any obligations relating to the Notes, the Certificates, the Trust Agreement or any of the other Transaction Documents.

Distributions on this Certificate will be made as provided in the Trust Agreement by the Paying Agent by wire transfer or check mailed to the Certificateholder of record in the Certificate Register without the presentation or surrender of this Certificate or the making of any notation hereon. Except as otherwise provided in the Trust Agreement and notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Owner Trustee of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency of the Certificate Registrar maintained for that purpose in the Borough of Manhattan, The City of New York.

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

Unless the certificate of authentication hereon has been executed by an authorized officer of the Owner Trustee, by manual signature, this Certificate shall not entitle the Holder hereof to any benefit under the Trust Agreement or the Sale and Servicing Agreement or be valid for any purpose.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

A-3

IN WITNESS WHEREOF, the Owner Trustee, on behalf of the Trust and not in its individual capacity, has caused this Certificate to be duly executed as of the date set forth below.

Dated: [            ], 20[    ]

CARMAX AUTO OWNER TRUST 20[    ]-[    ],
By:	[                    ],
	not in its individual capacity but solely as Owner Trustee
By:
	Name:
	Title:

OWNER TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Certificates referred to in the within-mentioned Trust Agreement.

Dated: [            ], 20[    ]

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

A-4

[REVERSE OF CERTIFICATE]

This Certificate does not represent an obligation of, or an interest in, the Depositor, the Seller, the Servicer, [the Backup Servicer], the Administrator, the Owner Trustee or any Affiliates of any of them, and no recourse may be had against such parties or their assets, except as may be expressly set forth or contemplated herein, in the Trust Agreement or in the other Transaction Documents. In addition, this Certificate is not guaranteed by any governmental agency or instrumentality and is limited in right of payment to certain collections with respect to the Receivables (and certain other amounts), all as more specifically set forth herein and in the Sale and Servicing Agreement.

The Trust Agreement permits the Depositor and the Owner Trustee, on behalf of the Trust, with certain exceptions therein provided, to amend or waive from time to time certain terms and conditions set forth in the Trust Agreement without the consent of the Holders of the Certificates. The Trust Agreement also permits the Depositor and the Owner Trustee, on behalf of the Trust, with certain exceptions as therein provided, to amend or waive certain terms and conditions set forth in the Trust Agreement with the consent of the Holders of the Notes evidencing not less than 51% of the Note Balance or, if the Notes have been paid in full, the Holders of Certificates evidencing not less than 51% of the aggregate Certificate Percentage Interest. Any such consent or waiver by the Holder of this Certificate shall be conclusive and binding on such Holder and on all future Holders of this Certificate and of any Certificate issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Certificate.

As provided in the Trust Agreement and subject to certain limitations therein set forth, the Transfer of this Certificate may be registered in the Certificate Register upon surrender of this Certificate for registration of Transfer at the office or agency of the Certificate Registrar maintained for that purpose in the Borough of Manhattan, The City of New York and a written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Certificates in any authorized denomination and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge shall be made for any registration of Transfer or exchange of Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection therewith. The initial Certificate Registrar appointed under the Trust Agreement is the Owner Trustee.

Each Certificateholder, by its acceptance of a Certificate, shall be deemed to have represented and warranted that such Certificateholder (A) is not an employee benefit plan or arrangement subject to Section 406 of ERISA or a plan subject to Section 4975 of the Code (a “Plan”), nor a person acting on behalf of a Plan nor using the assets of a Plan to effect the transfer of such Certificate, and (B) is not an insurance company purchasing a Certificate with funds contained in an “insurance company general account” (as defined in Section V(e) of Prohibited Transaction Class Exemption 95-60) that includes the assets of a Plan for purposes of the Plan Asset Regulation.

A-5

Any person who is not an affiliate of the Seller and acquires more than 49.9% of the Certificates will be deemed to represent that it is not a party in interest (within the meaning of ERISA) or a disqualified person (within the meaning of Section 4975(e)(2) of the Code) with respect to any Plan, other than a Plan that it sponsors for the benefit of its employees, and that no Plan with respect to which it is a party in interest has or will acquire any interest in the Notes.

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

The Owner Trustee, the Certificate Registrar and any Paying Agent may treat the Person in whose name this Certificate is registered in the Certificate Register (as of the day of determination) as the owner of this Certificate for the purpose of receiving distributions pursuant to the Trust Agreement and for all other purposes whatsoever, and none of the Owner Trustee, the Certificate Registrar or any Paying Agent shall be bound by any notice to the contrary.

The Trust Agreement, with certain exceptions therein provided, and the Trust shall terminate and be of no further force or effect upon the earlier of (i) the payment to the Servicer, the Noteholders, [the Swap Counterparty] and the Certificateholders of all amounts required to be paid to them pursuant to the terms of the Indenture, the Sale and Servicing Agreement, [the Swap Agreement] and the Trust Agreement and (ii) the Distribution Date next succeeding the month which is one year after the maturity or other liquidation of the last Receivable and the disposition of any amounts received upon liquidation of any property remaining in the Trust.

This Certificate shall be governed by, and construed in accordance with, the laws of the State of Delaware, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.

A-6

ASSIGNMENT

SOCIAL SECURITY NUMBER

OR OTHER IDENTIFICATION

NUMBER OF ASSIGNEE:                     

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto_____________________________________________________

(name and address of assignee)

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

Dated:

	*/
Signature Guaranteed:
	*/

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

A-7

Exhibit B

Form of Certificate of Trust

Certificate of Trust of CarMax Auto Owner Trust 20[    ]-[    ]

This Certificate of Trust of CarMax Auto Owner Trust 20[    ]-[    ] (the “Trust”) is being duly executed and filed by [            ], a [            ], as owner trustee (the “Owner Trustee”), and [            ], a Delaware [            ], as Delaware trustee (the “Delaware Trustee”), to form a statutory trust under the Delaware Statutory Trust Act (12 Del. Code, § 3801 et seq.) (the “Act”).

1. Name. The name of the statutory trust formed hereby is CarMax Auto Owner Trust 20[    ]-[    ].

2. Delaware Trustee. The name and business address of a trustee of the Trust having its principal place of business in the State of Delaware is [            ], [            ], [            ], Delaware [            ].

3. Effective Date. This Certificate of Trust shall be effective upon its filing with the Secretary of State of the State of Delaware.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Trust in accordance with Section 3811(a)(1) of the Act.

[                    ],
as Owner Trustee
By:
	Name:
	Title:

[                    ],
as Delaware Trustee
By:
	Name:
	Title:

B-1

EX-5.1

Exhibit 5.1 – Opinion of McGuireWoods LLP – Legality

[LETTERHEAD OF MCGUIREWOODS LLP]

June 17. 2011

CarMax Auto Funding LLC

12800 Tuckahoe Creek Parkway, Suite 400

Richmond, Virginia 23238

CarMax Auto Funding LLC

Registration Statement on Form S-3

Ladies and Gentlemen:

We have acted as special counsel for CarMax Auto Funding LLC, a Delaware limited liability company (the “Company”), in connection with the above-captioned registration statement (such registration statement, together with the exhibits and any amendments thereto, the “Registration Statement”) filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”), on June 17, 2011 in connection with the registration by the Company of Asset Backed Notes (the “Notes”). As described in the Registration Statement, the Notes will be issued from time to time in series, with each series being issued by a trust (each, a “Trust”) to be formed by the Company. Each series of Notes will be issued pursuant to an Indenture (each, an “Indenture”) between the related Trust and an indenture trustee designated therein.

We are generally familiar with the proceedings required to be taken with respect to the proposed authorization, issuance and sale of any series of Notes. In connection with this opinion, we have examined and relied upon the Registration Statement, including the form of prospectus and the form of prospectus supplement included therein (together, the “Prospectus”), the form of Indenture incorporated by reference as an exhibit thereto and such other documents as we have deemed necessary for purposes of this opinion.

Based upon and subject to the forgoing, we are of the opinion that, when the Notes of a series have been duly executed and authenticated in accordance with the terms of the related Indenture and have been delivered and sold as contemplated by the Registration Statement, the Notes will be valid and legally binding obligations of the related Trust, enforceable against such Trust in accordance with their terms, except that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium, receivership, conservatorship and similar laws relating to or affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability (regardless of whether such enforceability is considered in a proceeding in equity or at law).

June 17, 2011

Page 2

This opinion is limited to the federal laws of the United States, the laws of the State of New York and the Delaware Statutory Trust Act, and we do not express any opinion concerning any other law. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the references to McGuireWoods LLP under the headings “Material Federal Income Tax Consequences” and “Legal Opinions” in the Prospectus. We do not admit by giving this consent that we are in the category of persons whose consent is required under Section 7 of the Act or the Rules and Regulations of the Securities and Exchange Commission thereunder.

Very truly yours,

/s/ MCGUIREWOODS LLP

EX-8.1

Exhibit 8.1 – Opinion of McGuireWoods LLP – Tax

[LETTERHEAD OF MCGUIREWOODS LLP]

June 17, 2011

CarMax Auto Funding LLC

12800 Tuckahoe Creek Parkway, Suite 400

Richmond, Virginia 23238

CarMax Auto Funding LLC

Registration Statement on Form S-3

Ladies and Gentlemen:

We have acted as special federal tax counsel for CarMax Auto Funding LLC, a Delaware limited liability company (the “Company”), in connection with the above-captioned registration statement (such registration statement, together with the exhibits and any amendments thereto, the “Registration Statement”) filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”), on June 17, 2011 in connection with the registration by the Company of Asset Backed Notes (the “Notes”). As described in the Registration Statement, the Notes will be issued from time to time in series, with each series being issued by a trust (each, a “Trust”) to be formed by the Company pursuant to a Trust Agreement (each, a “Trust Agreement”) between the Company and a trustee designated therein. Each series of Notes will be issued pursuant to an Indenture (each, an “Indenture”) between the related Trust and an indenture trustee designated therein.

We are generally familiar with the proceedings required to be taken with respect to the proposed authorization, issuance and sale of any series of Notes. In connection with this opinion, we have examined and relied upon the Registration Statement, including the form of prospectus and the form of prospectus supplement included therein (together, the “Prospectus”), the form of Indenture incorporated by reference as an exhibit thereto, the form of Trust Agreement incorporated by reference as an exhibit thereto and such other documents as we have deemed necessary for purposes of this opinion.

The opinion expressed herein is based upon the Internal Revenue Code of 1986, as amended, administrative rulings, judicial decisions, proposed, temporary and final Treasury regulations and other applicable authorities. The statutory provisions, regulations and interpretations upon which such opinion is based are subject to change, and such changes could apply retroactively. In addition, there can be no assurance that positions contrary to those stated in such opinion will not be asserted by the Internal Revenue Service.

Based upon and subject to the forgoing, we are of the opinion that the statements set forth under the headings “Summary of the Notes and the Transaction Structure – Tax Status” and “Material Federal Income Tax Consequences” in the Prospectus, insofar as such statements constitute matters of law or legal conclusions with respect thereto and except

June 17, 2011

Page 2

to the extent qualified therein, accurately describe the material federal income tax consequences to the holders of the Notes and the Certificates. We hereby confirm and adopt as our opinions the opinions expressly set forth under such headings.

We note that the Prospectus does not relate to an actual transaction. As a result, the descriptions of federal income tax consequences referred to above may be modified in the context of an actual transaction.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the references to McGuireWoods LLP under the headings “Summary of the Notes and the Transaction Structure – Tax Status” and “Material Federal Income Tax Consequences” in the Prospectus. We do not admit by giving this consent that we are in the category of persons whose consent is required under Section 7 of the Act or the Rules and Regulations of the Securities and Exchange Commission thereunder.

Very truly yours,

/s/ MCGUIREWOODS LLP

EX-99.1

EXHIBIT 99.1 – FORM OF SALE AND SERVICING AGREEMENT

CARMAX AUTO OWNER TRUST 20[        ]-[        ],

as Issuer,

CARMAX AUTO FUNDING LLC,

as Depositor,

CARMAX BUSINESS SERVICES, LLC,

as Servicer

and

[                    ],

[as Backup Servicer]

SALE AND SERVICING AGREEMENT

Dated as of [            ], 20[    ]

TABLE OF CONTENTS

		Page
	ARTICLE I DEFINITIONS
SECTION 1.1	Definitions		1
SECTION 1.2	Other Definitional Provisions		20
	ARTICLE II TRUST PROPERTY
SECTION 2.1	Conveyance of Trust Property		21
SECTION 2.2	Representations and Warranties of the Seller as to the Receivables		22
SECTION 2.3	Representations and Warranties of the Depositor as to the Receivables		22
SECTION 2.4	Repurchase by Depositor upon Breach		26
SECTION 2.5	Custody of Receivable Files		27
SECTION 2.6	Duties of Servicer as Custodian		28
SECTION 2.7	Instructions; Authority to Act		29
SECTION 2.8	Indemnification by the Custodian		29
SECTION 2.9	Effective Period and Termination		29
	ARTICLE III ADMINISTRATION AND SERVICING OF RECEIVABLES AND OTHER TRUST PROPERTY
SECTION 3.1	Duties of Servicer [and Backup Servicer]		29
SECTION 3.2	Collection and Allocation of Receivable Payments		31
SECTION 3.3	Realization upon Receivables		31
SECTION 3.4	Physical Damage Insurance		32
SECTION 3.5	Maintenance of Security Interests in Financed Vehicles		32
SECTION 3.6	Amendment of Receivable Terms		32
SECTION 3.7	Purchase by Servicer upon Breach		32
SECTION 3.8	Servicing Compensation		32
SECTION 3.9	Monthly Servicer’s Certificate		33
SECTION 3.10	Annual Servicing Report; Annual Compliance Statement; Notice of Event of Servicing Termination		33
SECTION 3.11	Annual Public Accounting Firm Report		34
SECTION 3.12	Access to Certain Documentation and Information Regarding Receivables		34
SECTION 3.13	Reports to the Commission		35
SECTION 3.14	Reports to Rating Agencies		35
SECTION 3.15	[Monthly Tape]		35
	ARTICLE IV DISTRIBUTIONS; RESERVE ACCOUNT; STATEMENTS TO NOTEHOLDERS AND CERTIFICATEHOLDERS
SECTION 4.1	Accounts		36
SECTION 4.2	Collections		37

i

SECTION 4.3	Application of Collections	38
SECTION 4.4	Simple Interest Advances and Unreimbursed Servicer Advances	38
SECTION 4.5	Additional Deposits	39
SECTION 4.6	Determination Date Calculations; Application of Available Funds	39
SECTION 4.7	Reserve Account	41
SECTION 4.8	Net Deposits	43
SECTION 4.9	Statements to Noteholders and Certificateholders	43
SECTION 4.10	Control of Securities Accounts	45
	ARTICLE V [RESERVED]
	ARTICLE VI THE DEPOSITOR
SECTION 6.1	Representations and Warranties of Depositor	46
SECTION 6.2	Liability of Depositor; Indemnities	47
SECTION 6.3	Merger or Consolidation of, or Assumption of the Obligations of, Depositor	48
SECTION 6.4	Limitation on Liability of Depositor and Others	49
SECTION 6.5	Depositor May Own Notes or Certificates	49
SECTION 6.6	[RESERVED]	50
SECTION 6.7	Certain Limitations	50
	ARTICLE VII THE SERVICER [AND [THE BACKUP SERVICER]]
SECTION 7.1	Representations and Warranties of Servicer	52
SECTION 7.2	[Representations and Warranties of Backup Servicer]	53
SECTION 7.3	Liability of Servicer [and Backup Servicer]; Indemnities	54
SECTION 7.4	Merger or Consolidation of, or Assumption of the Obligations of, Servicer [or Backup Servicer]	56
SECTION 7.5	Limitation on Liability of Servicer, [Backup Servicer] and Others	57
SECTION 7.6	Delegation of Duties	58
SECTION 7.7	Servicer [and Backup Servicer] Not to Resign	58
SECTION 7.8	Servicer May Own Notes or Certificates	58
	ARTICLE VIII SERVICING TERMINATION
SECTION 8.1	Events of Servicing Termination	59
SECTION 8.2	Appointment of Successor Servicer	61
SECTION 8.3	Effect of Servicing Transfer	62
SECTION 8.4	Notification to Noteholders, Certificateholders and Rating Agencies	63
SECTION 8.5	Waiver of Past Events of Servicing Termination	63
SECTION 8.6	Repayment of Advances	63
	ARTICLE IX TERMINATION
SECTION 9.1	Optional Purchase of All Receivables	64

ii

	ARTICLE X MISCELLANEOUS PROVISIONS
SECTION 10.1	Amendment	64
SECTION 10.2	Protection of Title to Trust	66
SECTION 10.3	GOVERNING LAW	68
SECTION 10.4	Notices	69
SECTION 10.5	Severability of Provisions	69
SECTION 10.6	Assignment	69
SECTION 10.7	Further Assurances	69
SECTION 10.8	No Waiver; Cumulative Remedies	69
SECTION 10.9	Third-Party Beneficiaries	70
SECTION 10.10	Actions by Noteholder or Certificateholders	70
SECTION 10.11	Counterparts	70
SECTION 10.12	No Bankruptcy Petition	70
SECTION 10.13	Limitation of Liability of Owner Trustee and Indenture Trustee	70
SECTION 10.14	Regulation AB	71
	SCHEDULES
SCHEDULE 1	Receivable Schedule
SCHEDULE 2	Location of Receivable Files
	EXHIBITS
EXHIBIT A	Form of Servicer’s Certificate
EXHIBIT B	Form of Statement to Noteholders
EXHIBIT C	Form of Statement to Certificateholders

iii

SALE AND SERVICING AGREEMENT, dated as of [            ], 20[    ] (as amended, supplemented or otherwise modified and in effect from time to time, this “Agreement”), among CARMAX AUTO OWNER TRUST 20[    ]-[    ], a Delaware statutory trust (the “Trust”), CARMAX AUTO FUNDING LLC, a Delaware limited liability company (the “Depositor”), CARMAX BUSINESS SERVICES, LLC, a Delaware limited liability company (“CarMax”), as servicer (in such capacity, the “Servicer”), [and [            ], a [            ], as backup servicer (in such capacity, the “Backup Servicer”)].

WHEREAS, the Trust desires to purchase certain motor vehicle retail installment sale contracts originated or acquired by CarMax in the ordinary course of business and sold to the Depositor as of the date hereof;

WHEREAS, the Depositor is willing to sell such contracts to the Trust as of the date hereof;

WHEREAS, the Servicer is willing to service such contracts on behalf of the Trust; and

[WHEREAS, [the Backup Servicer] is willing to service such contracts on behalf of the Trust if the Servicer resigns or is terminated];

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1.1 Definitions. Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires, whenever capitalized shall have the following meanings:

“Additional Note Interest” shall mean, for any Distribution Date and any Class of Notes, the sum of (i) all accrued but unpaid Monthly Note Interest for previous Distribution Dates for such Class plus (ii) to the extent permitted by law, interest on such accrued but unpaid Monthly Note Interest at the Note Rate applicable to such Class.

“Additional Servicing Fee” shall mean, for any Collection Period, if a successor Servicer has been appointed pursuant to Section 8.2, the amount, if any, by which (i) the compensation payable to such successor Servicer for such Collection Period exceeds (ii) the Monthly Servicing Fee for such Collection Period.

“Affiliate” shall mean, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under direct or indirect common control with such Person. For purposes of this definition, “control” when used with respect to any Person shall mean the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise.

“Amount Financed” shall mean, with respect to any Receivable, the aggregate amount advanced under such Receivable toward the purchase price of the related Financed Vehicle and any related costs, including accessories, extended service plan contracts, insurance premiums and other items customarily financed as part of a motor vehicle retail installment sale contract.

“Applicable Tax State” shall mean, as of any date, (i) any State in which the Owner Trustee maintains the Corporate Trust Office, (ii) any State in which the Owner Trustee maintains its principal executive offices and (iii) any State in which the Servicer regularly conducts servicing and collection activities (other than purely ministerial activities) with respect to a material portion of the Receivables.

“APR” shall mean, with respect to any Receivable, the annual percentage rate of interest stated in such Receivable.

“Authorized Officer” shall mean, as applicable, (i) any officer within the Corporate Trust Office of the Indenture Trustee, including any vice president, assistant vice president, secretary or assistant secretary, or any financial services officer of the Indenture Trustee customarily performing functions similar to those performed by any of the above designated officers and also, with respect to a particular matter, any other officer of the Indenture Trustee to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject or (ii) any officer within the Corporate Trust Office of the Owner Trustee, including any senior vice president, vice president, assistant vice president, assistant secretary, assistant treasurer, senior associate or trust officer of the Owner Trustee customarily performing functions similar to those performed by any of the above designated officers and also, with respect to a particular matter, any other officer of the Owner Trustee to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject.

“Available Collections” shall mean, for any Distribution Date, (i) all Obligor payments received with respect to the Receivables during the preceding Collection Period, (ii) all Liquidation Proceeds received with respect to the Receivables during the preceding Collection Period, (iii) all interest earned on funds on deposit in the Collection Account during the preceding Collection Period, (iv) the aggregate Purchase Amount deposited in the Collection Account on the Business Day preceding such Distribution Date, (v) all prepayments received with respect to the Receivables during the preceding Collection Period attributable to any refunded item included in the Amount Financed (including amounts received as a result of rebates of extended service plan contract costs and insurance premiums and proceeds received under physical damage, theft, GAP, credit life and credit disability insurance policies), (vi) all Simple Interest Advances deposited into the Collection Account by the Servicer on the Business Day preceding such Distribution Date, [(vii) the Net Swap Receipt, if any, received by the Trust from the Swap Counterparty for such Distribution Date and (viii) Swap Termination Payment Amounts, if any, received by the Trust from the Swap Counterparty during the preceding Collection Period (less any portion of any such Swap Termination Payment Amount used by the Trust to enter into an interest rate swap agreement that replaces the Swap Agreement)]; provided, however, that Available Collections for any Distribution Date shall not include any payments or other amounts (including Liquidation Proceeds) received with respect to any Purchased

2

Receivable the Purchase Amount for which was included in Available Collections for a previous Distribution Date; provided further, that Available Collections for any Distribution Date shall not include any payments or other amounts (including Liquidation Proceeds) received with respect to any Receivable to the extent that the Servicer has made an unreimbursed Simple Interest Advance with respect to such Receivable and is entitled to reimbursement from such payments or other amounts pursuant to Section 4.4; and, provided further, that Available Collections for any Distribution Date shall not include any payments or other amounts (including Liquidation Proceeds) received with respect to the Receivables that are retained by the Servicer as reimbursement for Unreimbursed Servicer Advances pursuant to Section 4.4.

“Available Funds” shall mean, for any Distribution Date, the sum of (i) the Available Collections for such Distribution Date plus (ii) the Reserve Account Draw Amount, if any, for such Distribution Date (to the extent deposited in the Collection Account).

[“Backup Servicer” shall mean [            ], a [            ], and any successor backup servicer appointed in accordance with Section 8.2.]

[“Backup Servicer Fee” shall mean, for any Collection Period, the greater of (i) the product of one-twelfth of [            ]% and the Pool Balance as of the first day of the preceding Collection Period (or in the case of the initial Collection Period, as of the Cutoff Date) and (ii) $[            ].]

“Bankruptcy Code” shall mean Title 11 of the United States Code, as amended.

“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, Minneapolis, Minnesota or Richmond, Virginia are authorized or obligated by law, executive order or governmental decree to remain closed.

“CarMax” shall mean CarMax Business Services, LLC, a Delaware limited liability company.

“CarMax Auto” shall mean CarMax Auto Superstores, Inc., a Virginia corporation.

“CarMax, Inc.” shall mean CarMax, Inc., a Virginia corporation.

“CarMax Funding” shall mean CarMax Auto Funding LLC, a Delaware limited liability company.

“Certificate” shall have the meaning specified in the Trust Agreement.

“Certificate Payment Account” shall mean the account established and maintained as such pursuant to Section 4.1(c).

“Certificate Percentage Interest” shall mean, with respect to a Certificate, the percentage specified on such Certificate as the Certificate Percentage Interest, which percentage

3

represents the beneficial interest of such Certificate in the Trust. The initial Certificate Percentage Interest held by the Depositor shall be 100%.

“Certificateholder” shall have the meaning specified in the Trust Agreement.

“Class” shall mean a class of Notes, which may be the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes, the Class C Notes or [the Class D Notes].

“Class A Notes” shall mean the Class A-1 Notes, the Class A-2[a] Notes, [the Class A-2b Notes,] the Class A-3 Notes and the Class A-4 Notes.

“Class A-1 Final Distribution Date” shall mean the [            ] 20[    ] Distribution Date.

“Class A-1 Monthly Interest” shall mean (i) for the initial Distribution Date, $[            ], and (ii) for any Distribution Date thereafter, the product of (A) the actual number of days elapsed during the period from and including the preceding Distribution Date to but excluding such Distribution Date divided by 360, (B) the Class A-1 Rate and (C) the outstanding principal balance of the Class A-1 Notes as of the preceding Distribution Date (after giving effect to all payments of principal made to the Holders of the Class A-1 Notes on or before such preceding Distribution Date).

“Class A-1 Notes” shall mean the [            ]% Class A-1 Asset-Backed Notes issued by the Trust pursuant to the Indenture in the initial aggregate principal amount of $[            ].

“Class A-1 Rate” shall mean [            ]% per annum.

“Class A-2[a] Final Distribution Date” shall mean the [            ] 20[    ] Distribution Date.

“Class A-2[a] Monthly Interest” shall mean (i) for the initial Distribution Date, $[            ], and (ii) for any Distribution Date thereafter, one-twelfth of the product of (A) the Class A-2[a] Rate and (B) the outstanding principal balance of the Class A-2[a] Notes as of the preceding Distribution Date (after giving effect to all payments of principal made to the Holders of the Class A-2[a] Notes on or before such preceding Distribution Date).

“Class A-2[a] Notes” shall mean the [            ]% Class A-2[a] Asset-Backed Notes issued by the Trust pursuant to the Indenture in the initial aggregate principal amount of $[            ].

“Class A-2[a] Rate” shall mean [            ]% per annum.

[“Class A-2b Final Distribution Date” shall mean the [            ] 20[    ] Distribution Date.]

4

[“Class A-2b Monthly Interest” shall mean (i) for the initial Distribution Date, $ [            ], and (ii) for any Distribution Date thereafter, the product of (A) the actual number of days elapsed during the period from and including the preceding Distribution Date to but excluding such Distribution Date divided by 360, (B) the Class A-2b Rate and (C) the outstanding principal balance of the Class A-2b Notes as of the preceding Distribution Date (after giving effect to all payments of principal made to the Holders of the Class A-2b Notes on or before such preceding Distribution Date).]

[“Class A-2b Notes” shall mean the LIBOR + [            ]% Class A-2b Asset-Backed Notes issued by the Trust pursuant to the Indenture in the initial aggregate principal amount of $ [            ].]

[“Class A-2b Rate” shall mean LIBOR + [            ]% per annum.]

“Class A-3 Final Distribution Date” shall mean the [            ] 20 [    ] Distribution Date.

“Class A-3 Monthly Interest” shall mean (i) for the initial Distribution Date, $ [            ], and (ii) for any Distribution Date thereafter, one-twelfth of the product of (A) the Class A-3 Rate and (B) the outstanding principal balance of the Class A-3 Notes as of the preceding Distribution Date (after giving effect to all payments of principal made to the Holders of the Class A-3 Notes on or before such preceding Distribution Date).

“Class A-3 Notes” shall mean the [            ]% Class A-3 Asset-Backed Notes issued by the Trust pursuant to the Indenture in the initial aggregate principal amount of $ [            ].

“Class A-3 Rate” shall mean [            ]% per annum.

“Class A-4 Final Distribution Date” shall mean the [            ] 20[    ] Distribution Date.

“Class A-4 Monthly Interest” shall mean (i) for the initial Distribution Date, $ [            ], and (ii) for any Distribution Date thereafter, one-twelfth of the product of (A) the Class A-4 Rate and (B) the outstanding principal balance of the Class A-4 Notes as of the preceding Distribution Date (after giving effect to all payments of principal made to the Holders of the Class A-4 Notes on or before such preceding Distribution Date).

“Class A-4 Notes” shall mean the [            ]% Class A-4 Asset-Backed Notes issued by the Trust pursuant to the Indenture in the initial aggregate principal amount of $ [            ].

“Class A-4 Rate” shall mean [            ]% per annum.

“Class B Final Distribution Date” shall mean the [            ] 20[    ] Distribution Date.

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“Class B Monthly Interest” shall mean (i) for the initial Distribution Date, $ [            ], and (ii) for any Distribution Date thereafter, one-twelfth of the product of (A) the Class B Rate and (B) the outstanding principal balance of the Class B Notes as of the preceding Distribution Date (after giving effect to all payments of principal made to the Holders of the Class B Notes on or before such preceding Distribution Date).

“Class B Notes” shall mean the [            ]% Class B Asset-Backed Notes issued by the Trust pursuant to the Indenture in the initial aggregate principal amount of $ [            ].

“Class B Rate” shall mean [            ]% per annum.

“Class C Final Distribution Date” shall mean the [            ] 20[    ] Distribution Date.

“Class C Monthly Interest” shall mean (i) for the initial Distribution Date, $ [            ], and (ii) for any Distribution Date thereafter, one-twelfth of the product of (A) the Class C Rate and (B) the outstanding principal balance of the Class C Notes as of the preceding Distribution Date (after giving effect to all payments of principal made to the Holders of the Class C Notes on or before such preceding Distribution Date).

“Class C Notes” shall mean the [            ]% Class C Asset-Backed Notes issued by the Trust pursuant to the Indenture in the initial aggregate principal amount of $ [            ].

“Class C Rate” shall mean [            ]% per annum.

[“Class D Final Distribution Date” shall mean the [            ] 20[    ] Distribution Date.]

[“Class D Monthly Interest” shall mean (i) for the initial Distribution Date, $ [            ], and (ii) for any Distribution Date thereafter, one-twelfth of the product of (A) the Class D Rate and (B) the outstanding principal balance of the Class D Notes as of the preceding Distribution Date (after giving effect to all payments of principal made to the Holders of the Class D Notes on or before such preceding Distribution Date).]

[“Class D Notes” shall mean the [            ]% Class D Asset-Backed Notes issued by the Trust pursuant to the Indenture in the initial aggregate principal amount of $ [            ].]

[“Class D Rate” shall mean [            ]% per annum.]

“Class Final Distribution Date” shall mean, as applicable, the Class A-1 Final Distribution Date, the Class A-2[a] Final Distribution Date, [the Class A-2b Final Distribution Date,] the Class A-3 Final Distribution Date, the Class A-4 Final Distribution Date, the Class B Final Distribution Date, the Class C Final Distribution Date [or the Class D Final Distribution Date].

“Closing Date” shall mean [            ], 20[    ].

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[“Collateral Support Account” shall mean the account established and maintained as such pursuant to Section 4.11.]

“Collection Account” shall mean the account established and maintained as such pursuant to Section 4.1(a).

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

“Commission” shall mean the Securities and Exchange Commission.

[“Consolidated Tangible Net Worth” shall mean, as of any date, all amounts which, in conformity with generally accepted accounting principles, would be included under stockholders’ equity on the consolidated balance sheet of CarMax, Inc. as of such date; provided, however, that, in any event, such amounts shall be net of amounts carried on the consolidated financial statements of CarMax, Inc. for any write-up in the book value of any assets of CarMax, Inc. resulting from a revaluation thereof subsequent to February 28, 2009, treasury stock, intangible assets and indebtedness owing from officers, employees, shareholders or affiliates of CarMax, Inc. (but only if the aggregate amount of such indebtedness exceeds $1,000,000).]

“Controlling Class” shall mean (i) the Class A Notes so long as any Class A Notes are Outstanding, (ii) thereafter the Class B Notes so long as any Class B Notes are Outstanding, (iii) thereafter the Class C Notes so long as any Class C Notes are Outstanding and (iv) thereafter [the Class D Notes].

“Corporate Trust Office” shall mean, as applicable, (i) the principal office of the Indenture Trustee at which at any particular time its corporate trust business shall be administered, which office at the date of the execution of this Agreement is located at [            ],[            ],[             ],[            ], [            ] Attention: [            ], or at such other address as the Indenture Trustee may designate from time to time by notice to the Noteholders, the Owner Trustee, the Depositor, the Seller and the Servicer, or the principal corporate trust office of any successor Indenture Trustee at the address designated by such successor Indenture Trustee by notice to the Noteholders, the Owner Trustee, the Depositor, the Seller and the Servicer or (ii) the principal office of the Owner Trustee at which at any particular time its corporate trust business shall be administered, which office at the date of the execution of this Agreement is located at [            ],[            ],[            ], [            ], Attention: [            ], or at such other address as the Owner Trustee may designate from time to time by notice to the Certificateholders, the Indenture Trustee, the Depositor, the Seller and the Servicer, or the principal corporate trust office of any successor Owner Trustee at the address designated by such successor Owner Trustee by notice to the Certificateholders, the Indenture Trustee, the Depositor, the Seller and the Servicer.

“Cumulative Net Loss Percentage” shall mean, for any Distribution Date, the ratio, expressed as a percentage, of (i) the aggregate Principal Balance (without regard to the proviso to the definition of “Principal Balance”) of all Defaulted Receivables as of the last day of

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the preceding Collection Period minus the aggregate Liquidation Proceeds received since the Cutoff Date through the last day of the preceding Collection Period to (ii) the Pool Balance as of the Cutoff Date.

“Cutoff Date” shall mean [            ], 20[    ].

“Defaulted Receivable” shall mean a Receivable as to which (i) any payment, or any part of any payment, due under such Receivable has become 120 days or more delinquent (whether or not the Servicer has repossessed the related Financed Vehicle), (ii) the Servicer has repossessed and sold the related Financed Vehicle or (iii) the Servicer has determined in accordance with its customary practices that such Receivable is uncollectible; provided, however, that a Receivable shall not be classified as a Defaulted Receivable until the last day of the Collection Period during which one of the foregoing events first occurs; and, provided further, that a Purchased Receivable shall not be deemed to be a Defaulted Receivable.

“Delaware Trustee” shall mean [            ], a Delaware [            ], not in its individual capacity but solely as Delaware Trustee under the Trust Agreement, and any successor Delaware Trustee under the Trust Agreement.

“Depositor” shall mean CarMax Funding.

“Determination Date” shall mean the sixth day preceding each Distribution Date or, if such sixth day is not a Business Day, the following Business Day, commencing on [            ], 20[    ].

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

“Eligible Institution” shall mean (i) the corporate trust department of the Indenture Trustee or the Owner Trustee or (ii) any other depository institution organized under the laws of the United States or any State or incorporated under the laws of a foreign jurisdiction with a branch or agency located in the United States or any State qualified to take deposits and subject to supervision and examination by federal or State banking authorities which at all times has either a long-term unsecured debt rating of at least Baa3 from [            ] or a long-term unsecured debt rating, a short-term unsecured debt rating or a certificate of deposit rating acceptable to [            ] and whose deposits are insured by the Federal Deposit Insurance Corporation; provided, however, that (A) the commercial paper, short-term debt obligations or other short-term deposits of the depository institution described in clause (ii) above must be rated at least A-1+ by [            ] and at least Prime-1 by [            ] if deposits are to be held in an account maintained with such depository institution pursuant to this Agreement for fewer than 30 days and (B) the long-term unsecured debt obligations of the depository institution described in clause (ii) above must be rated at least AA- by [            ] if deposits are to be held in an account maintained with such depository institution pursuant to this Agreement for more than 30 days.

“Eligible Servicer” shall mean a Person which, at the time of its appointment as Servicer, (i) has a net worth of not less than $50,000,000, (ii) is servicing a portfolio of motor vehicle retail installment sale contracts and/or motor vehicle loans, (iii) is legally qualified, and

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has the capacity, to service the Receivables, (iv) has demonstrated the ability to service a portfolio of motor vehicle retail installment sale contracts and/or motor vehicle loans similar to the Receivables professionally and competently in accordance with standards of skill and care that are consistent with prudent industry standards and (v) is qualified and entitled to use pursuant to a license or other written agreement, and agrees to maintain the confidentiality of, the software which the Servicer uses in connection with performing its duties and responsibilities under this Agreement or obtains rights to use, or develops at its own expense, software which is adequate to perform its duties and responsibilities under this Agreement.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974.

“Event of Servicing Termination” shall mean an event specified in Section 8.1.

“Excess Collections” shall have the meaning specified in Section 2.8(a)(xv) of the Indenture.

“Exchange Act” shall mean the Securities Exchange Act of 1934.

“Final Scheduled Maturity Date” shall mean the [            ] 20[    ] Distribution Date.

“Financed Vehicle” shall mean a new or used motor vehicle, together with all accessions thereto, securing an Obligor’s indebtedness under a Receivable.

“Fiscal Quarter” shall mean a fiscal quarter of a Fiscal Year.

“Fiscal Year” shall mean the 12-month period ending on the last day in February in each year.

“HB3” shall mean Texas House Bill 3 (enrolled May 19, 2006) and the corresponding sections of the Texas Tax Code, Title 2 and the rules and regulations promulgated thereunder.

“Holder” shall mean a Noteholder or a Certificateholder, as the case may be.

“Indenture” shall mean the Indenture, dated as of [            ], 20[    ], between the Trust and the Indenture Trustee.

“Indenture Trustee” shall mean [            ], a [            ], not in its individual capacity but solely as Indenture Trustee under the Indenture, and any successor Indenture Trustee under the Indenture.

“Initial Note Balance” shall mean, as the context may require, (i) with respect to all of the Notes, $[            ], or (ii) with respect to any Note, an amount equal to the initial denomination of such Note.

“Initial Reserve Account Deposit” shall mean $[            ].

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

“Lien” shall mean a security interest, lien, charge, pledge, equity or encumbrance of any kind, other than tax liens, mechanics’ or materialmen’s liens, judicial liens and any liens that may attach to a Financed Vehicle by operation of law.

“Liquidation Proceeds” shall mean all amounts received by the Servicer, from whatever source, with respect to any Defaulted Receivable, net of the sum of (i) any expenses incurred by the Servicer in connection with collection of such Receivable and the repossession and disposition of the related Financed Vehicle (to the extent determinable by the Servicer and not previously reimbursed) and (ii) any amounts required by law to be remitted to the related Obligor.

[“Monthly Net Swap Payment Amount” shall mean, with respect to any Distribution Date, the net amount owed by the Trust to the Swap Counterparty, if any, on such Distribution Date pursuant to the Swap Agreement, excluding any Swap Termination Payment Amount.]

“Monthly Note Interest” shall mean, for any Distribution Date, the sum of the Class A-1 Monthly Interest, the Class A-2[a] Monthly Interest, [the Class A-2b Monthly Interest,] the Class A-3 Monthly Interest, the Class A-4 Monthly Interest, the Class B Monthly Interest, the Class C Monthly Interest [and the Class D Monthly Interest], in each case for such Distribution Date.

“Monthly P&I” shall mean, with respect to any Receivable, the amount of each monthly installment of principal and interest payable with respect to such Receivable in accordance with the terms thereof, exclusive of any charges allocable to the financing of any insurance premium and charges which represent late payment charges or extension fees.

“Monthly Remittance Condition” shall have the meaning specified in Section 4.2.

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“Monthly Servicing Fee” shall mean, for any Collection Period, the fee payable to the Servicer on the following Distribution Date for services rendered during such Collection Period as determined pursuant to Section 3.8.

[“Monthly Tape” shall have the meaning specified in Section 3.15.]

“Net Losses” shall mean, with respect to any Collection Period, the excess, if any, of (i) the aggregate Principal Balance of all Receivables that became Defaulted Receivables during such Collection Period over (ii) the aggregate Liquidation Proceeds received by the Servicer during such Collection Period.

[“Net Swap Receipts” shall mean, with respect to any Distribution Date, the net amount owed by the Swap Counterparty to the Trust, if any, on such Distribution Date pursuant to the Swap Agreement, excluding any Swap Termination Payment Amount.]

“Note Balance” shall mean, at any time, as the context may require, (i) with respect to all of the Notes, an amount equal to, initially, the Initial Note Balance and, thereafter, an amount equal to the Initial Note Balance as reduced from time to time by all amounts allocable to principal previously distributed to the Noteholders or (ii) with respect to any Note, an amount equal to, initially, the initial denomination of such Note and, thereafter, an amount equal to such initial denomination as reduced from time to time by all amounts allocable to principal previously distributed in respect of such Note; provided, however, that in determining whether the Holders of Notes evidencing the requisite percentage of the Note Balance have given any request, demand, authorization, direction, notice, consent or waiver hereunder or under any other Transaction Document, Notes owned by the Trust, any other obligor upon the Notes, the Depositor, the Seller, the Servicer or any Affiliate of any of the foregoing Persons shall be disregarded and deemed to be excluded from the Note Balance (unless such Persons own 100% of the Note Balance), except that, in determining whether the Indenture Trustee or the Owner Trustee shall be protected in relying on any such request, demand, authorization, direction, notice, consent or waiver, only Notes that a Responsible Officer of the Indenture Trustee or the Owner Trustee, as applicable, knows to be so owned shall be so disregarded; and, provided further, that Notes that have been pledged in good faith may be regarded as included in the Note Balance if the pledgee establishes to the satisfaction of the Indenture Trustee or the Owner Trustee, as applicable, the pledgee’s right so to act with respect to such Notes and that the pledgee is not the Trust, any other obligor upon the Notes, the Depositor, the Seller, the Servicer or any Affiliate of any of the foregoing Persons.

“Note Payment Account” shall mean the account established and maintained as such pursuant to Section 4.1(b).

“Note Pool Factor” shall mean, with respect to any Class of Notes as of any Distribution Date, a seven-digit decimal figure equal to the outstanding principal balance of such Class as of such Distribution Date (after giving effect to any reductions of such outstanding principal balance to be made on such Distribution Date) divided by the original outstanding principal balance of such Class.

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“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[a] Notes, the Class A-2[a] Rate; [in the case of the Class A-2b Notes, the Class A-2b Rate;] in the case of the Class A-3 Notes, the Class A-3 Rate; in the case of the Class A-4 Notes, the Class A-4 Rate; in the case of the Class B Notes, the Class B Rate; in the case of the Class C Notes, the Class C Rate; [and in the case of the Class D Notes, the Class D Rate.]

“Noteholder” shall mean a Person in whose name a Note is registered on the Note Register.

“Obligor” shall mean the purchaser or co-purchasers of a Financed Vehicle purchased in whole or in part by the execution and delivery of a Receivable or any other Person who owes or may be liable for payments under a Receivable.

“Officer’s Certificate” shall mean a certificate signed by the chairman, the president, any executive vice president, any senior vice president, any vice president or the treasurer of the Depositor or the Servicer, as the case may be, and delivered to the Owner Trustee and the Indenture Trustee.

“Opinion of Counsel” shall mean one or more written opinions of counsel who may, except as otherwise expressly provided in this Agreement, be an employee of, or outside counsel to, the Depositor or the Servicer and who shall be acceptable to the Indenture Trustee, the Owner Trustee or the Rating Agencies, as applicable.

“Overcollateralization Reduction Test” shall mean, for the applicable Distribution Date, a test that is met if (i) the amount on deposit in the Reserve Account on such Distribution Date (after giving effect to all deposits to and withdrawals from the Reserve Account on such Distribution Date) equals or exceeds the Required Reserve Account Amount for such Distribution Date, (ii) the amount by which the Pool Balance exceeded the Note Balance on the preceding Distribution Date (after giving effect to all payments of principal made to the Noteholders on such preceding Distribution Date) equaled or exceeded the Overcollateralization Target Amount for such preceding Distribution Date and (iii) the Cumulative Net Loss Percentage for such Distribution Date is less than (A) [            ] % for the [            ] 20[    ] Distribution Date or (B) [            ] % for the [            ] 20[    ] Distribution Date.

“Overcollateralization Target Amount” shall mean, for any Distribution Date, the greater of (i) [            ] % of the Pool Balance as of the last day of the preceding Collection Period and (ii) [            ]% of the Pool Balance as of the Cutoff Date; provided, however, that if (A) the Overcollateralization Reduction Test is met on the [            ] 20[    ] Distribution Date, the percentage in clause (i) will be reduced to [            ]% on that Distribution Date and the percentage in clause (ii) will be reduced to [            ]% on that Distribution Date and will remain at such percentages for each following Distribution Date or (B) the Overcollateralization Reduction Test is met on the [            ] 20[__] Distribution Date, the percentage in clause (i) will be reduced to [            ]% on that Distribution Date and the percentage in clause (ii) will be reduced to [            ]% on that Distribution Date (regardless of whether the Overcollateralization Reduction Test was met on the [            ] 20[    ] Distribution Date) and will remain at these percentages for each following Distribution Date.

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“Owner Trust Estate” shall have the meaning specified in the Trust Agreement.

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

“Permitted Investments” shall mean, on any date of determination, book-entry securities, negotiable instruments or securities represented by instruments in bearer or registered form which evidence:

(i) direct obligations of, and obligations fully guaranteed by, the United States or any agency or instrumentality thereof the obligations of which are backed by the full faith and credit of the United States;

(ii) demand deposits, time deposits, bankers’ acceptances or certificates of deposit of any depository institution or trust company incorporated under the laws of the United States or any State (or any domestic branch of a foreign bank) and subject to supervision and examination by federal or State banking or depository institution authorities; provided, however, that such investment shall not have an “r” highlighter affixed to its rating and its terms shall have a predetermined fixed dollar amount of principal due at maturity that cannot vary or change; and, provided further, that, at the time of the investment, the commercial paper or other short-term unsecured debt obligations (other than such obligations the rating of which is based on the credit of a Person other than such depository institution or trust company) of such depository institution or trust company shall have a rating from [            ] of at least “A-1+” and from [            ] of at least “Prime-1”;

(iii) repurchase obligations with respect to any security that is a direct obligation of, or fully guaranteed by, the United States or any agency or instrumentality thereof the obligations of which are backed by the full faith and credit of the United States, in either case entered into with a depository institution or trust company (acting as principal) described in clause (ii) above;

(iv) short-term corporate securities bearing interest or sold at a discount issued by any corporation incorporated under the laws of the United States or any State thereof; provided, however, that such investment shall not have an “r” highlighter affixed to its rating and its terms shall have a predetermined fixed dollar amount of principal due at maturity that cannot vary or change; and, provided further, that, at the time of the investment, the short-term unsecured debt obligations (other than such obligations the rating of which is based on the credit of a Person other than such corporation) of such corporation shall have a rating from [            ] of at least “AAA” and from [            ] of at least “Aaa”;

(v) commercial paper having, at the time of the investment, a rating from [            ] of at least “A-1+” and from [            ] of at least “Prime-1”; provided, however, that such investment shall not have an “r” highlighter affixed to its

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rating and its terms shall have a predetermined fixed dollar amount of principal due at maturity that cannot vary or change;

(vi) guaranteed investment contracts issued by an insurance company or other corporation as to which the Rating Agency Condition shall have been satisfied;

(vii) investments in money market funds having a rating from [            ] of at least “AAA-m” or “AAAm-G” and from [            ] of at least “Aaa” (including funds for which the Indenture Trustee or the Owner Trustee or any of their respective Affiliates is investment manager or advisor); and

(viii) any other investment as to which the Rating Agency Condition shall have been satisfied.

“Person” shall mean a legal person, including any individual, corporation, estate, partnership, joint venture, association, joint stock company, limited liability company, limited liability partnership, trust, unincorporated organization, or government or any agency or political subdivision thereof, or any other entity of whatever nature.

“Pool Balance” shall mean, as of the last day of any Collection Period, the aggregate Principal Balance of the Receivables as of such last day; provided, however, that if the Receivables are purchased by the Servicer pursuant to Section 9.1(a) or are sold or otherwise liquidated by the Indenture Trustee following an Event of Default pursuant to Section 5.4(a) of the Indenture, the Pool Balance shall be deemed to be zero as of the last day of the Collection Period during which such purchase, sale or other liquidation occurs.

“Principal Balance” shall mean, with respect to any Receivable as of any date, the Amount Financed under such Receivable minus the sum of (i) that portion of all Scheduled Payments actually received on or prior to such date allocable to principal using the Simple Interest Method (to the extent collected) plus (ii) any rebates of extended service plan contract costs or physical damage, theft, GAP, credit life or credit disability insurance premiums included in the Amount Financed plus (iii) any full or partial prepayment applied to reduce the unpaid principal balance of such Receivable; provided, however, that (i) the Principal Balance of a Defaulted Receivable shall be zero as of the last day of the Collection Period during which it became a Defaulted Receivable and (ii) the Principal Balance of a Purchased Receivable shall be zero as of the last day of the Collection Period during which it became a Purchased Receivable.

“Priority Principal Distributable Amount” shall mean, with respect to any Distribution Date, the excess, if any, of the Note Balance of the Class A Notes as of the day preceding such Distribution Date over the Pool Balance as of the last day of the preceding Collection Period; provided, however, that the Priority Principal Distributable Amount for each Distribution Date on and after the Class Final Distribution Date for any Class of Class A Notes shall equal the greater of (i) the amount otherwise calculated pursuant to this definition and (ii) the outstanding principal balance of the Class A Notes of such Class as of the day preceding such Distribution Date.

“Purchase Amount” shall mean, with respect to any Distribution Date and any Receivable to be repurchased by the Depositor or purchased by the Servicer on such Distribution

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Date, an amount equal to the sum of (i) the Principal Balance of such Receivable plus (ii) the amount of accrued but unpaid interest on such Principal Balance at the related APR to but excluding such Distribution Date.

“Purchased Receivable” shall mean a Receivable as to which payment of the Purchase Amount has been made by the Depositor pursuant to Section 2.4 or by the Servicer pursuant to Section 3.7 or 9.1.

“Quaternary Principal Distributable Amount” shall mean, with respect to any Distribution Date, (i) the excess, if any, of the sum of the Note Balance of the Class A Notes, the Note Balance of the Class B Notes, the Note Balance of the Class C Notes and the Note Balance of [the Class D Notes], in each case as of the day preceding such Distribution Date, over the Pool Balance as of the last day of the preceding Collection Period minus (ii) the sum of the Priority Principal Distributable Amount, if any, for such Distribution Date, the Secondary Principal Distributable Amount, if any, for such Distribution Date and the Tertiary Principal Distributable Amount, if any, for such Distribution Date; provided, however, that the Quaternary Principal Distributable Amount for each Distribution Date on and after the [Class D Final Distribution Date] shall equal the greater of (i) the amount otherwise calculated pursuant to this definition and (ii) the outstanding principal balance of [the Class D Notes] as of the day preceding such Distribution Date.

“Rating Agencies” shall mean [            ] and [            ] and their respective successors; provided, however, that if no such organization or successor is any longer in existence, Rating Agency shall mean a nationally recognized statistical rating organization or other comparable Person designated by the Trust, notice of which designation shall have been given to the Indenture Trustee, the Owner Trustee, the Servicer and [the Backup Servicer].

“Rating Agency Condition” shall mean, with respect to any action, a condition that is satisfied if the person requesting such action (i) delivers a letter from each Rating Agency to the Depositor, the Seller, the Servicer, the Indenture Trustee, [the Swap Counterparty] and the Owner Trustee to the effect that such action will not result in a reduction or withdrawal of the then-current rating assigned by such Rating Agency to any Class of Notes or (ii) provides ten (10) Business Days’ prior written notice of such action to each Rating Agency and such Rating Agency has not notified the Depositor, the Seller, the Servicer, the Indenture Trustee, [the Swap Counterparty] and the Owner Trustee in writing that such action will result in a reduction or withdrawal of the then-current rating assigned by such Rating Agency to any Class of Notes.

“Receivable” shall mean a motor vehicle retail installment sale contract identified on the Receivable Schedule (as such contract may be amended, supplemented or otherwise modified and in effect from time to time).

“Receivable File” shall mean, with respect to any Receivable, the electronic entries, documents, instruments and writings with respect to such Receivable specified in Section 2.5.

“Receivable Schedule” shall mean the list identifying the Receivables attached as Schedule 1 to this Agreement (which list may be in the form of microfiche or compact disk).

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“Receivables Purchase Agreement” shall mean the Receivables Purchase Agreement, dated as of [            ], 20[    ], between the Seller and the Depositor.

“Record Date” shall mean, with respect to any Distribution Date, the close of business on the Business Day preceding such Distribution Date; provided, however, that if Definitive Notes have been issued with respect to any Class of Notes, Record Date shall mean, with respect to any Distribution Date for such Class, the last Business Day of the calendar month preceding such Distribution Date.

“Regular Principal Distributable Amount” shall mean, with respect to any Distribution Date, the lesser of (i) the Note Balance as of the day preceding such Distribution Date and (ii) (A) the excess, if any, of (x) the sum of the Note Balance as of the day preceding such Distribution Date and the Overcollateralization Target Amount for such Distribution Date over (y) the Pool Balance as of the last day of the preceding Collection Period minus (B) the sum of the Priority Principal Distributable Amount, if any, the Secondary Principal Distributable Amount, if any, the Tertiary Principal Distributable Amount, if any, and the Quaternary Principal Distributable Amount, if any, in each case for such Distribution Date.

“Regulation AB” shall mean Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1123, as such regulation may be amended, clarified or interpreted from time to time by the Commission or its staff.

[“Related Fiscal Quarter” shall mean (i) for any Distribution Date occurring in August, September or October, the Fiscal Quarter ending on the last day of the preceding May, (ii) for any Distribution Date occurring in November, December or January, the Fiscal Quarter ending on the last day of the preceding August, (iii) for any Distribution Date occurring in February, March or April, the Fiscal Quarter ending on the last day of the preceding November and (iv) for any Distribution Date occurring in May, June or July, the Fiscal Quarter ending on the last day of the preceding February.]

“Relevant UCC” shall mean the Uniform Commercial Code as in effect from time to time in any relevant jurisdiction.

“Required Payment Amount” shall have, for any Distribution Date, the meaning specified for such Distribution Date in Section 4.6(a).

“Required Rating” shall mean a short-term unsecured debt rating of Prime-1 by [            ] and A-1+ by [            ].

“Required Reserve Account Amount” shall mean, for any Distribution Date, $[            ]; provided, however, that the Required Reserve Account Amount for any Distribution Date shall not exceed the Note Balance as of such Distribution Date (after giving effect to all payments of principal made to the Noteholders on such Distribution Date); and, provided further, that, if the Pool Balance as of the last day of the preceding Collection Period is zero, the Required Reserve Account Amount for the related Distribution Date shall be $0; and, provided further, that, if, pursuant to Section 4.1(d), all amounts on deposit in the Reserve Account on such Distribution Date are transferred from the Reserve Account to the Collection Account and included in Available Funds for purposes of application pursuant to Section 2.8(a)

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of the Indenture on such Distribution Date, the Required Reserve Account Amount for such Distribution Date shall be $0.

“Reserve Account” shall mean the account established and maintained as such pursuant to Section 4.7(a).

“Reserve Account Amount” shall mean, for any Distribution Date, the amount on deposit in and available for withdrawal from the Reserve Account on such Distribution Date (after giving effect to all deposits to and withdrawals from the Reserve Account on the preceding Distribution Date, or, in the case of the initial Distribution Date, the Closing Date), including all interest and other income (net of losses and investment expenses) earned on such amount during the preceding Collection Period.

“Reserve Account Deficiency” shall have, for any Distribution Date, the meaning specified for such Distribution Date in Section 4.6(b).

“Reserve Account Draw Amount” shall have the meaning specified in Section 4.6(b).

“Reserve Account Property” shall have the meaning specified in Section 4.7(a).

“Responsible Officer” shall mean (i) in the case of the Indenture Trustee, any managing director, principal, vice president, assistant vice president, assistant secretary, assistant treasurer or trust officer of the Indenture Trustee or any other officer of the Indenture Trustee customarily performing functions similar to those performed by any of the above designated officers and, with respect to a particular corporate trust matter, any other officer of the Indenture Trustee to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject and (ii) in the case of the Owner Trustee, any vice president, assistant vice president, assistant secretary, assistant treasurer, senior associate, trust officer or financial services officer of the Owner Trustee or any other officer of the Owner Trustee customarily performing functions similar to those performed by any of the above designated officers and with direct responsibility for the administration of the Trust and, with respect to a particular corporate trust matter, any other officer of the Owner Trustee to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject.

“Scheduled Payment” shall mean, for any Receivable, each payment required to be made by the related Obligor in accordance with the terms of such Receivable (after giving effect to any deferral of payments pursuant to Section 3.2 or any rescheduling of payments as a result of any Insolvency Event with respect to such Obligor).

“Secondary Principal Distributable Amount” shall mean, with respect to any Distribution Date, (i) the excess, if any, of the sum of the Note Balance of the Class A Notes and the Note Balance of the Class B Notes, in each case as of the day preceding such Distribution Date, over the Pool Balance as of the last day of the preceding Collection Period minus (ii) the Priority Principal Distributable Amount, if any, for such Distribution Date; provided, however, that the Secondary Principal Distributable Amount for each Distribution Date on and after the Class B Final Distribution Date shall equal the greater of (i) the amount otherwise calculated

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pursuant to this definition and (ii) the outstanding principal balance of the Class B Notes as of the day preceding such Distribution Date.

“Securities” shall have the meaning specified in Section 6.7(a).

“Securities Act” shall mean the Securities Act of 1933.

“Securitization Trust” shall have the meaning specified in Section 6.7(a).

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

[“Senior Swap Termination Payment Amount” shall mean the net amount of any swap termination payment, including accrued interest thereon, required to the paid by the Trust to the Swap Counterparty pursuant to the Swap Agreement other than a Subordinate Swap Termination Payment Amount.]

“Servicer” shall mean CarMax, in its capacity as servicer of the Receivables under this Agreement, and its successors in such capacity [(including the Backup Servicer if the Backup Servicer is appointed successor Servicer pursuant to Section 8.2(a))].

“Servicer’s Certificate” shall have the meaning specified in Section 3.9.

“Servicing Officer” shall mean any officer of the Servicer involved in, or responsible for, the administration and servicing of the Receivables whose name appears on a list of servicing officers attached to an Officer’s Certificate furnished on the Closing Date to the Owner Trustee and the Indenture Trustee by the Servicer, as such list may be amended from time to time by the Servicer in writing.

“Servicing Rate” shall mean 1.00% per annum.

“Simple Interest Advance” shall mean, with respect to a Simple Interest Receivable, the amount, as of the last day of a Collection Period, which is advanced with respect to such Simple Interest Receivable by the Servicer pursuant to Section 4.4(a).

“Simple Interest Method” shall mean the method of allocating a fixed level payment between principal and interest, pursuant to which such payment is allocated, first, to interest in an amount equal to the product of the APR of the related Receivable multiplied by the unpaid Principal Balance of such Receivable multiplied by the period of time (expressed as a fraction of a year, based on the actual number of days in the applicable calendar month and a 365-day year) elapsed since the preceding payment was made, then to any applicable late charges, then to principal due on the date of payment, then to any other fees due under the related Receivable that are not included in the related Amount Financed and then to reduce further the principal balance of such Receivable .

“Simple Interest Receivable” shall mean any Receivable under which each payment is allocated in accordance with the Simple Interest Method.

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[“Special Unrated Servicer Tangible Net Worth Event” shall mean, as of any Distribution Date, the failure of CarMax, Inc. to have, as of the last day of the Related Fiscal Quarter, a Consolidated Tangible Net Worth of at least $1,000,000,000.]

“State” shall mean any of the 50 states of the United States or the District of Columbia.

[“Subordinate Swap Termination Payment Amount” shall mean the net amount of any swap termination payment, including accrued interest thereon, required to be paid by the Trust to the Swap Counterparty pursuant to the Swap Agreement following any event of default or termination event where the Swap Counterparty is the “Defaulting Party” or the sole “Affected Party” (as defined in the Swap Agreement) other than any event of default or termination event arising from a “Tax Event” or “Illegality” (as defined in the Swap Agreement) and any unpaid amount due and payable by the Trust to the Swap Counterparty pursuant to the Swap Agreement.]

[“Swap Termination Payment Amount” shall mean, for any Distribution Date, as applicable, (i) the net amount of any Senior Swap Termination Payment Amount plus any Subordinate Swap Termination Payment Amount owed by the Trust to the Swap Counterparty or (ii) the net amount of any swap termination payment owed by the Swap Counterparty to the Trust, including, in each case, interest that may accrue thereon.]

“Tertiary Principal Distributable Amount” shall mean, with respect to any Distribution Date, (i) the excess, if any, of the sum of the Note Balance of the Class A Notes, the Note Balance of the Class B Notes and the Note Balance of the Class C Notes, in each case as of the day preceding such Distribution Date, over the Pool Balance as of the last day of the preceding Collection Period minus (ii) the sum of the Priority Principal Distributable Amount, if any, for such Distribution Date and the Secondary Principal Distributable Amount, if any, for such Distribution Date; provided, however, that the Tertiary Principal Distributable Amount for each Distribution Date on and after the Class C Final Distribution Date shall equal the greater of (i) the amount otherwise calculated pursuant to this definition and (ii) the outstanding principal balance of the Class C Notes as of the day preceding such Distribution Date.

[“Total Backup Servicer Fee” shall mean, for any Collection Period, the sum of (i) [the Backup Servicer] Fee for such Collection Period plus (ii) all accrued but unpaid Backup Servicer Fees for previous Collection Periods.]

“Total Note Interest” shall mean, for any Distribution Date and any Class of Notes, the sum of (i) the Monthly Note Interest for such Distribution Date for such Class plus (ii) the Additional Note Interest for such Distribution Date for such Class.

“Total Servicing Fee” shall mean, for any Collection Period, the sum of (i) the Monthly Servicing Fee for such Collection Period plus (ii) all accrued but unpaid Monthly Servicing Fees for previous Collection Periods.

“Transition Costs” shall have the meaning specified in Section 8.2(b).

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“Trust” shall mean the CarMax Auto Owner Trust 20[    ]-[    ], a Delaware statutory trust.

“Trust Agreement” shall mean the Amended and Restated Trust Agreement, dated as of [            ], 20[    ], among the Depositor, the Delaware Trustee and the Owner Trustee, as amended, supplemented or otherwise modified and in effect from time to time.

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

“Trust Property” shall mean the Receivables and the other related property sold, transferred, assigned and otherwise conveyed by the Depositor to the Trust pursuant to Section 2.1(a).

“United States” shall mean the United States of America.

“Unreimbursed Servicer Advance” shall mean a Simple Interest Advance which the Servicer determines in its sole discretion is unrecoverable.

SECTION 1.2 Other Definitional Provisions.

(a) Capitalized terms used herein and not otherwise defined herein have the meanings assigned to them in the Indenture.

(b) All terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein.

(c) As used in this Agreement and in any certificate or other document made or delivered pursuant hereto or thereto, accounting terms not defined in this Agreement or in any such certificate or other document, and accounting terms partly defined in this Agreement or in any such certificate or other document to the extent not defined, shall have the respective meanings assigned to them under generally accepted accounting principles. To the extent that the definitions of accounting terms in this Agreement or in any such certificate or other document are inconsistent with the meanings of such terms under generally accepted accounting principles, the definitions contained in this Agreement or in any such certificate or other document shall control.

(d) The words “hereof,” “herein,” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. Article, Section, Schedule and Exhibit references contained in this Agreement are references to Articles, Sections, Schedules and Exhibits in or to this Agreement unless otherwise specified. The term “including” shall mean “including without limitation.”

(e) The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such terms.

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(f) Any agreement, instrument or statute defined or referred to herein or in any instrument or certificate delivered in connection herewith means such agreement, instrument or statute as from time to time amended, modified or supplemented and includes (in the case of agreements or instruments) references to all attachments thereto and instruments incorporated therein. References to a Person are also to its permitted successors and assigns.

ARTICLE II

TRUST PROPERTY

SECTION 2.1 Conveyance of Trust Property.

(a) In consideration of the Trust’s delivery to, or upon the written order of, the Depositor of authenticated Notes, in authorized denominations in aggregate principal amounts equal to the Initial Note Balance, and authenticated Certificates, the Depositor hereby irrevocably sells, transfers, assigns, sets over and otherwise conveys to the Trust, without recourse (subject to the obligations herein), all right, title and interest of the Depositor, whether now owned or hereafter acquired, in, to and under the following:

(i) the Receivables;

(ii) all amounts received on or in respect of the Receivables after the Cutoff Date;

(iii) the security interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables and any other interest of the Depositor in such Financed Vehicles;

(iv) all proceeds from claims on or refunds of premiums with respect to physical damage, theft, credit life or credit disability insurance policies relating to the Financed Vehicles or the Obligors;

(v) the Receivable Files;

(vi) the Collection Account, the Note Payment Account, the Certificate Payment Account and the Reserve Account and all amounts, securities, financial assets, investments and other property deposited in or credited to any of the foregoing and all proceeds thereof;

(vii) all rights of the Depositor under the Receivables Purchase Agreement, including the right to require the Seller to repurchase Receivables from the Depositor;

(viii) the right to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed by or on behalf of the Trust; 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,

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including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property; all accounts, general intangibles, chattel paper, instruments, documents, money, investment property, deposit accounts, letters of credit, letter-of-credit rights, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations; and all other property which at any time constitutes all or part of or is included in the proceeds of any of the foregoing.

(b) The Depositor and the Trust intend that the transfer of the Trust Property contemplated by Section 2.1(a) constitute a sale of the Trust Property, conveying good title to the Trust Property, from the Depositor to the Trust. If such transfer is deemed to be a pledge to secure the payment of the Notes, however, the Depositor hereby grants to the Trust a first priority security interest in all of the Depositor’s right, title and interest in, to and under the Trust Property, and all proceeds thereof, to secure the payment of the Notes, and in such event, this Agreement shall constitute a security agreement under applicable law.

(c) The sale, transfer, assignment and conveyance of the Trust Property made under Section 2.1(a) shall not constitute and is not intended to result in an assumption by the Trust of any obligation of the Depositor or the Seller to the Obligors or any other Person in connection with the Receivables and the other Trust Property or any obligation of the Depositor or the Seller under any agreement, document or instrument related thereto.

SECTION 2.2 Representations and Warranties of the Seller as to the Receivables. The Seller has made to the Depositor the representations and warranties as to the Receivables set forth in Section 3.2(b) of the Receivables Purchase Agreement. The Trust shall be deemed to have relied on such representations and warranties in accepting the Receivables. The representations and warranties set forth in Section 3.2(b) of the Receivables Purchase Agreement speak as of the execution and delivery of this Agreement, except to the extent otherwise provided, but shall survive the sale, transfer, assignment and conveyance of the Receivables to the Trust pursuant to this Agreement and the pledge of the Receivables to the Indenture Trustee pursuant to the Indenture. Pursuant to Section 2.1, the Depositor has sold, transferred, assigned, set over and otherwise conveyed to the Trust, as part of the Trust Property, its rights under the Receivables Purchase Agreement, including its right to require the Seller to repurchase Receivables in accordance with the Receivables Purchase Agreement upon a breach of the representations and warranties set forth in Section 3.2(b) of the Receivables Purchase Agreement.

SECTION 2.3 Representations and Warranties of the Depositor as to the Receivables. The Depositor makes the following representations and warranties as to the Receivables on which the Trust shall be deemed to have relied in accepting the Receivables. The representations and warranties speak as of the Closing Date, except to the extent otherwise provided, but shall survive the sale, transfer, assignment and conveyance of the Receivables to the Trust pursuant to this Agreement and the pledge of the Receivables to the Indenture Trustee pursuant to the Indenture.

(a) Characteristics of Receivables. Each Receivable (i) has been originated by CarMax Auto or an Affiliate of CarMax Auto in the ordinary course of business in connection with the sale of a new or used motor vehicle and has been fully and properly executed by the

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parties thereto, (ii) contains customary and enforceable provisions such that the rights and remedies of the holder thereof are adequate for realization against the collateral of the benefits of the security, (iii) provides for level monthly payments that fully amortize the Amount Financed by maturity (except that the period between the date of such Receivable and the date of the first Scheduled Payment may be less than or greater than one month and the amount of the first and last Scheduled Payments may be less than or greater than the level payments) and yield interest at the related APR, (iv) provides for, in the event that such Receivable is prepaid, a prepayment that fully pays the Principal Balance of such Receivable with interest at the related APR through the date of payment, (v) is a retail installment sale contract substantially in the form of Exhibit B to the Receivables Purchase Agreement, (vi) is secured by a new or used motor vehicle that had not been repossessed as of the Cutoff Date, (vii) is a Simple Interest Receivable, (viii) relates to an Obligor who has made at least one payment under such Receivable as of the Cutoff Date and (ix) relates to an Obligor whose mailing address is located in any State.

(b) Receivable Schedule. The information set forth in the Receivable Schedule was true and correct in all material respects as of the opening of business on the Cutoff Date, and no selection procedures believed to be adverse to the Depositor and/or the Noteholders were utilized in selecting the Receivables from those retail installment sale contracts which met the criteria contained in this Agreement. The information set forth in the compact disk or other listing regarding the Receivables made available to the Depositor and its assigns (which compact disk or other listing is required to be delivered as specified herein) is true and correct in all material respects.

(c) Compliance with Law. Each Receivable and the sale of the related Financed Vehicle complied, at the time such Receivable was originated and complies, as of the Closing Date, in all material respects with all requirements of applicable federal, State and local laws, and regulations thereunder, including usury laws, the Federal Truth-in-Lending Act, the Equal Credit Opportunity Act, the Fair Credit Reporting Act, the Fair Debt Collection Practices Act, the Federal Trade Commission Act, the Magnuson-Moss Warranty Act, the Federal Reserve Board’s Regulations B and Z, the Servicemembers Civil Relief Act, State adaptations of the National Consumer Act and the Uniform Consumer Credit Code and any other consumer credit, equal opportunity and disclosure laws applicable to such Receivable and sale.

(d) Binding Obligation. Each Receivable represents the genuine, legal, valid and binding payment obligation in writing of the related Obligor, enforceable by the holder thereof in all material respects in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity.

(e) No Government Obligor. No Receivable is due from the United States or any State or from any agency, department or instrumentality of the United States or any State.

(f) Security Interest in Financed Vehicles. Immediately prior to the transfer of the Receivables by the Seller to the Depositor, each Receivable was secured by a valid, binding and enforceable first priority perfected security interest in favor of the Seller in the related Financed Vehicle, which security interest has been validly assigned by the Seller to the Depositor. The Servicer has received, or will receive within 180 days after the Closing Date, the

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original certificate of title for each Financed Vehicle (other than any Financed Vehicle that is subject to a certificate of title statute or motor vehicle registration law that does not require that the original certificate of title for such Financed Vehicle be delivered to the Seller).

(g) Receivables in Force. No Receivable has been satisfied, subordinated or rescinded, nor has any Financed Vehicle been released in whole or in part from the Lien granted by the related Receivable.

(h) No Waiver. No provision of any Receivable has been waived in such a manner that such Receivable fails to meet all of the representations and warranties made by the Depositor in this Section 2.3 with respect thereto.

(i) No Defenses. No Receivable is subject to any right of rescission, setoff, counterclaim or defense, including the defense of usury, and the operation of any of the terms of any Receivable, or the exercise of any right thereunder, will not render such Receivable unenforceable in whole or in part or subject to any right of rescission, setoff, counterclaim or defense, including the defense of usury, and the Depositor has no knowledge of any such right of rescission, setoff, counterclaim or defense being asserted or threatened with respect to any Receivable.

(j) No Liens. The Depositor has no knowledge of any liens or claims that have been filed, including liens for work, labor or materials or for unpaid State or federal taxes, relating to any Financed Vehicle that are prior to, or equal or coordinate with, the security interest in such Financed Vehicle created by the related Receivable.

(k) No Default. Except for payment defaults continuing for a period of not more than 30 days as of the Cutoff Date, the Depositor has no knowledge that any default, breach, violation or event permitting acceleration under the terms of any Receivable has occurred or that any continuing condition that with notice or the lapse of time or both would constitute a default, breach, violation or event permitting acceleration under the terms of any Receivable has arisen, and the Depositor has not waived any such event or condition.

(l) Title. The Depositor has purchased the Receivables from the Seller. The Depositor intends that the transfer of the Receivables contemplated by Section 2.1 constitute a sale of the Receivables from the Depositor to the Trust and that the beneficial interest in, and title to, the Receivables not be part of the Depositor’s estate in the event of the filing of a bankruptcy petition by or against the Depositor under any bankruptcy law. The Depositor has not sold, transferred, assigned or pledged any Receivable to any Person other than the Trust. The Depositor has not created, incurred or suffered to exist any Lien, encumbrance or security interest on any Receivable except for the Lien of the Indenture.

(m) Security Interest Matters. This Agreement creates a valid and continuing “security interest” (as defined in the Relevant UCC) in the Receivables in favor of the Trust, which security interest is prior to all other Liens and is enforceable as such as against creditors of and purchasers from the Depositor. With respect to each Receivable, the Seller has taken all steps necessary to perfect its security interest against the related Obligor in the related Financed Vehicle. The Receivables constitute “tangible chattel paper” (as defined in the Relevant UCC).

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The Depositor owns and has good and marketable title to the Receivables free and clear of any Lien, claim or encumbrance of any Person. The Depositor has caused or will cause prior to the Closing Date the filing of all appropriate financing statements in the proper filing offices in the appropriate jurisdictions under applicable law necessary to perfect the security interest in the Receivables granted to the Trust under this Agreement. Other than the security interest granted to the Trust under this Agreement, the Depositor has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Receivables. The Depositor has not authorized the filing of and is not aware of any financing statements against the Depositor that include a description of collateral covering the Receivables other than any financing statement relating to the security interest granted to the Trust under this Agreement or that has been terminated. The Depositor is not aware of any judgment or tax lien filings against the Depositor. The security interest of the Seller in each Financed Vehicle has been validly assigned by the Depositor to the Trust.

(n) Financing Statements. All financing statements filed or to be filed against the Depositor in favor of the Indenture Trustee (as assignee of the Trust) contain a statement substantially to the following effect: “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the Indenture Trustee.”

(o) Valid Assignment. No Receivable has been originated in, or is subject to the laws of, any jurisdiction under which the sale, transfer, assignment and conveyance of such Receivable under the Receivables Purchase Agreement or this Agreement or the pledge of such Receivable under the Indenture is unlawful, void or voidable or under which such Receivable would be rendered void or voidable as a result of any such sale, transfer, assignment, conveyance or pledge. The Depositor has not entered into any agreement with any account debtor that prohibits, restricts or conditions the assignment of the Receivables.

(p) One Original. There is only one original executed copy of each Receivable.

(q) Principal Balance. Each Receivable had an original Principal Balance of not more than $[            ] and a remaining Principal Balance as of the Cutoff Date of not less than $[            ].

(r) No Bankrupt Obligors. As of the Cutoff Date, no Receivable was due from an Obligor that was the subject of a proceeding under the Bankruptcy Code of the United States or was bankrupt.

(s) New and Used Vehicles. As of the Cutoff Date, approximately [            ]% of the Pool Balance related to Receivables secured by new Financed Vehicles and approximately [            ]% of the Pool Balance related to Receivables secured by used Financed Vehicles.

(t) Origination. Each Receivable was originated after [                    ], 20[    ].

(u) Term to Maturity. Each Receivable had an original term to maturity of not more than [    ] months and not less than [    ] months and a remaining term to maturity as of the Cutoff Date of not more than [    ] months and not less than three months.

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(v) Weighted Average Remaining Term to Maturity. As of the Cutoff Date, the weighted average remaining term to maturity of the Receivables was approximately [            ] months.

(w) Annual Percentage Rate. Each Receivable has an APR of at least [            ]% and not more than [            ]%.

(x) Location of Receivable Files. The Receivable Files are maintained at the location listed in Schedule 2 to this Agreement.

(y) Simple Interest Method. All payments with respect to the Receivables have been allocated consistently in accordance with the Simple Interest Method.

(z) No Delinquent Receivables. As of the Cutoff Date, no payment due under any Receivable was more than 30 days past due.

(aa) Insurance. Each Obligor has obtained or agreed to obtain physical damage insurance (which insurance shall not be force placed insurance) covering the related Financed Vehicle in accordance with the Seller’s normal requirements.

(bb) Fair Market Value. The Receivables Purchase Price represents the fair market value of the Receivables.

(cc) Custodial Agreements. Immediately prior to the transfer of the Receivables by the Seller to the Depositor, the Seller or an Affiliate of the Seller had possession of the Receivable Files and there were no, and there will not be any, custodial agreements in effect materially adversely affecting the right or ability of the Seller to make, or cause to be made, any delivery required under this Agreement.

(dd) Bulk Transfer Laws. The transfer of the Receivables and the Receivable Files by the Depositor to the Trust pursuant to this Agreement is not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction.

(ee) No Transfer Restrictions. The Depositor has not created, incurred or suffered to exist any restriction on transferability of the Receivables except for the restrictions on transferability imposed by this Agreement.

SECTION 2.4 Repurchase by Depositor upon Breach. The Depositor, the Servicer, [the Backup Servicer] or the Owner Trustee, as the case may be, shall inform the other parties to this Agreement, the Seller and the Indenture Trustee promptly, in writing, upon the discovery of any breach or failure to be true of the representations and warranties set forth in Section 2.3. If such breach or failure shall not have been cured by the close of business on the last day of the Collection Period which includes the 30th day after the date on which the Depositor becomes aware of, or receives written notice from the Servicer, [the Backup Servicer] or the Owner Trustee of, such breach or failure, and such breach or failure materially and adversely affects the interest of the Trust in a Receivable, the Depositor shall repurchase such Receivable from the Trust on the Distribution Date immediately following such Collection Period. In consideration of the repurchase of a Receivable hereunder, the Depositor shall remit

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the Purchase Amount of such Receivable in the manner specified in Section 4.5. The sole remedy of [the Backup Servicer], the Trust, the Owner Trustee, the Indenture Trustee, the Noteholders and the Certificateholders with respect to a breach or failure to be true of the representations and warranties set forth in Section 2.3 shall be to require the Depositor to repurchase Receivables pursuant to this Section 2.4. Neither the Owner Trustee nor the Indenture Trustee shall have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 2.4 or the eligibility of any Receivable for purposes of this Agreement.

SECTION 2.5 Custody of Receivable Files. To assure uniform quality in servicing the Receivables and to reduce administrative costs, the Trust, upon the execution and delivery of this Agreement, hereby revocably appoints the Servicer as its agent, and the Servicer hereby accepts such appointment, to act as custodian on behalf of the Trust and the Indenture Trustee of the following documents or instruments, which are hereby constructively delivered to the Indenture Trustee, as pledgee of the Trust pursuant to the Indenture with respect to each Receivable (collectively, a “Receivable File”):

(i) the original, executed copy of such Receivable;

(ii) the original credit application with respect to such Receivable fully executed by the related Obligor or a photocopy thereof or a record thereof on a computer file or disc or on microfiche;

(iii) the original certificate of title for the related Financed Vehicle or such other documents that the Seller or the Servicer shall keep on file, in accordance with its customary practices and procedures, evidencing the security interest of the Seller in such Financed Vehicle;

(iv) documents evidencing the commitment of the related Obligor to maintain physical damage insurance covering the related Financed Vehicle; and

(v) any and all other documents (including any computer file or disc or microfiche) that the Seller or the Servicer shall keep on file, in accordance with its customary practices and procedures, relating to such Receivable, the related Obligor or the related Financed Vehicle.

On the Closing Date, the Servicer shall deliver to [the Backup Servicer], the Trust and the Indenture Trustee an Officer’s Certificate confirming that the Servicer has received, on behalf of the Trust and the Indenture Trustee, all the documents and instruments necessary for the Servicer to act as the agent of the Trust and the Indenture Trustee for the purposes set forth in this Section 2.5, including the documents referred to herein, and [the Backup Servicer], the Trust, the Owner Trustee and the Indenture Trustee are hereby authorized to rely on such Officer’s Certificate. In addition, within 180 days after the Closing Date, the Servicer shall deliver to [the Backup Servicer], the Trust and the Indenture Trustee an Officer’s Certificate certifying that the Servicer has received the original certificate of title for each Financed Vehicle except each Financed Vehicle securing an outstanding Receivable for which the Servicer has not received the original certificate of title as shall be identified in such Officer’s Certificate (and

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indicating whether such Financed Vehicle is subject to a certificate of title statute or motor vehicle registration law that requires that the original certificate of title for such Financed Vehicle be delivered to the Seller).

SECTION 2.6 Duties of Servicer as Custodian.

(a) Safekeeping. The Servicer, in its capacity as custodian, shall hold the Receivable Files for the benefit of the Trust and the Indenture Trustee and maintain such accurate and complete accounts, records and computer systems pertaining to each Receivable File as shall enable the Servicer, [the Backup Servicer] and the Trust to comply with the terms and provisions of this Agreement and the Indenture Trustee to comply with the terms and conditions of the Indenture. In performing its duties as custodian, the Servicer shall act with reasonable care, using that degree of skill and attention that the Servicer exercises with respect to the files relating to comparable motor vehicle retail installment sale contracts that the Servicer services for itself or others. The Servicer shall conduct, or cause to be conducted, in accordance with its customary practices and procedures, periodic audits of the Receivable Files held by it under this Agreement, and of the related accounts, records and computer systems, in such a manner as shall enable [the Backup Servicer], the Trust or the Indenture Trustee to verify the accuracy of the Servicer’s record keeping. The Servicer shall promptly report to [the Backup Servicer], the Owner Trustee and the Indenture Trustee any failure on its part to hold the Receivable Files and maintain its accounts, records and computer systems as herein provided and promptly take appropriate action to remedy any such failure. Nothing herein shall be deemed to require an initial review or any periodic review by [the Backup Servicer], the Trust, the Owner Trustee or the Indenture Trustee of the Receivable Files, and none of [the Backup Servicer], the Trust, the Owner Trustee or the Indenture Trustee shall be liable or responsible for any action or failure to act by the Servicer in its capacity as custodian hereunder.

(b) Maintenance of and Access to Records. The Servicer shall maintain each Receivable File at the location listed in Schedule 2 or at such other location as shall be specified to [the Backup Servicer], the Trust and the Indenture Trustee by written notice not later than ninety (90) days after any change in location. The Servicer shall make available to [the Backup Servicer], the Trust and the Indenture Trustee, or its duly authorized representatives, attorneys or auditors, a list of locations of the Receivable Files, the Receivable Files, and the related accounts, records, and computer systems maintained by the Servicer, at such times as [the Backup Servicer], the Trust or the Indenture Trustee shall instruct.

(c) Release of Documents. As soon as practicable after receiving written instructions from the Indenture Trustee, the Servicer shall release any document in the Receivable Files to the Indenture Trustee, the Indenture Trustee’s agent or the Indenture Trustee’s designee, as the case may be, at such place as the Indenture Trustee may reasonably designate.

(d) Title to Receivables. The Servicer shall not at any time have or in any way attempt to assert any interest in any Receivable held by it as custodian hereunder or in the related Receivable File other than for collecting or enforcing such Receivable for the benefit of the Trust. The entire equitable interest in such Receivable and the related Receivable File shall at all times be vested in the Trust.

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SECTION 2.7 Instructions; Authority to Act. The Servicer shall be deemed to have received proper instructions with respect to the Receivable Files upon its receipt of written instructions signed by an Authorized Officer. A certified copy of excerpts of authorizing resolutions of the Board of Directors of the Indenture Trustee shall constitute conclusive evidence of the authority of any such Authorized Officer to act and shall be considered in full force and effect until receipt by the Servicer of written notice to the contrary given by the Indenture Trustee.

SECTION 2.8 Indemnification by the Custodian. The Servicer, in its capacity as custodian, shall indemnify and hold harmless [the Backup Servicer], the Trust, the Owner Trustee and the Indenture Trustee and each of their respective officers, directors, employees and agents from and against any and all liabilities, obligations, losses, compensatory damages, payments, costs or expenses (including legal fees if any) of any kind whatsoever that may be imposed on, incurred or asserted against [the Backup Servicer], the Trust, the Owner Trustee or the Indenture Trustee or any of their respective officers, directors, employees and agents as the result of any act or omission by the Servicer relating to the maintenance and custody of the Receivable Files; provided, however, that the Servicer shall not be liable hereunder to [the Backup Servicer], the Owner Trustee or the Indenture Trustee, as applicable, to the extent that such liabilities, obligations, losses, compensatory damages, payments, costs or expenses result from the willful misfeasance, bad faith or negligence of [the Backup Servicer], the Owner Trustee or the Indenture Trustee, as applicable.

SECTION 2.9 Effective Period and Termination. The Servicer’s appointment as custodian shall become effective as of the Cutoff Date and shall continue in full force and effect until terminated pursuant to this Section 2.9. If the Servicer shall resign as Servicer under Section 7.7, or if all of the rights and obligations of the Servicer shall have been terminated under Section 8.1, the appointment of the Servicer as custodian hereunder may be terminated (i) by the Trust, with the consent of the Indenture Trustee, (ii) by the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class or, if the Notes have been paid in full, by the Holders of Certificates evidencing not less than 25% of the aggregate Certificate Percentage Interest or (iii) by the Owner Trustee, with the consent of the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class, in each case by notice then given in writing to the Depositor, the Servicer and [the Backup Servicer] (with a copy to the Indenture Trustee and the Owner Trustee if given by the Noteholders or the Certificateholders). As soon as practicable after any termination of such appointment, the Servicer shall deliver, or cause to be delivered, the Receivable Files and the related accounts and records maintained by the Servicer to the Indenture Trustee, the Indenture Trustee’s agent or the Indenture Trustee’s designee, as the case may be, at such place as the Indenture Trustee may reasonably designate or, if the Notes have been paid in full, at such place as the Owner Trustee may reasonably designate.

ARTICLE III

ADMINISTRATION AND SERVICING OF RECEIVABLES AND

OTHER TRUST PROPERTY

SECTION 3.1 Duties of Servicer [and Backup Servicer].

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(a) The Servicer shall administer the Receivables with reasonable care. The Servicer’s duties shall include, but not be limited to, the collection and posting of all payments, responding to inquiries by Obligors on the Receivables, or by federal, State or local governmental authorities, investigating delinquencies, reporting tax information to Obligors, furnishing monthly and annual statements to the Owner Trustee and the Indenture Trustee with respect to distributions and providing collection and repossession services in the event of Obligor default. In performing its duties as Servicer hereunder, the Servicer shall use reasonable care and exercise that degree of skill and attention that the Servicer exercises with respect to all comparable motor vehicle retail installment sale contracts that it services for itself or others. Subject to the foregoing and to Section 3.2, the Servicer shall follow its customary standards, policies, practices and procedures in performing its duties hereunder as Servicer. Without limiting the generality of the foregoing, the Servicer is hereby authorized and empowered to execute and deliver, on behalf of itself, the Depositor, [the Backup Servicer], the Trust, the Owner Trustee, the Indenture Trustee, the Certificateholders, the Noteholders or any one or more of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables or the Financed Vehicles, all in accordance with this Agreement; provided, however, that, notwithstanding the foregoing, the Servicer shall not, except pursuant to an order from a court of competent jurisdiction, release an Obligor from payment of any unpaid amount under any Receivable or waive the right to collect the unpaid balance (including accrued interest) of any Receivable from the related Obligor, except in connection with a de minimis deficiency which the Servicer would not attempt to collect in accordance with its customary procedures, in which event the Servicer shall indemnify the Trust for such deficiency. If the Servicer shall commence a legal proceeding to enforce a Receivable, the Owner Trustee shall thereupon be deemed to have automatically assigned such Receivable to the Servicer, which assignment shall be solely for purposes of collection. If in any enforcement suit or legal proceeding it shall be held that the Servicer may not enforce a Receivable on the ground that it shall not be a real party in interest or a holder entitled to enforce such Receivable, the Owner Trustee shall, at the Servicer’s expense and written direction, take steps to enforce such Receivable, including bringing suit in its name or the names of the Indenture Trustee, the Certificateholders, the Noteholders or any of them. The Owner Trustee shall execute and deliver to the Servicer any powers of attorney and other documents as shall be prepared by the Servicer and reasonably necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. The Servicer, at its expense, shall obtain on behalf of the Trust or the Owner Trustee all licenses, if any, required by the laws of any jurisdiction to be held by the Trust or the Owner Trustee in connection with ownership of the Receivables and shall make all filings and pay all fees as may be required in connection therewith during the term hereof. [If the Servicer fails to perform its obligations under this Agreement and the Backup Servicer is appointed as successor Servicer in accordance with Section 8.2, the Backup Servicer shall be responsible for the Servicer’s duties under this Agreement except as specified in Section 8.2; provided, however, that the Backup Servicer shall not be liable for the terminated Servicer’s failure to perform such obligations.]

(b) [the Backup Servicer and the Servicer, as applicable, shall have the following duties: (i) not less than once during any 12-month period, the Backup Servicer shall conduct an on-site visit of the Servicer’s servicing operations, meeting with appropriate operations personnel to discuss any changes in processes and procedures that have occurred since the last on-site visit, and (ii) not less than once during any 12-month period, the Backup

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Servicer shall update or amend its data-mapping with respect to the computer systems used by the Servicer to service the Receivables by effecting a data-map refresh; provided, however, that the Backup Servicer shall only be required to effect a data-map refresh upon receipt of written notice from the Servicer that one or more fields included in the Monthly Tape or confirmed in the Backup Servicer’s original data-mapping have been updated or amended. Each on-site visit referred to in clause (i) above shall be at the cost of CarMax.]

SECTION 3.2 Collection and Allocation of Receivable Payments. The Servicer shall make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same shall become due and otherwise act with respect to the Receivables and the other Trust Property in such manner as will, in the reasonable judgment of the Servicer, maximize the amount to be received by the Trust with respect thereto and in accordance with the standard of care required by Section 3.1. The Servicer shall allocate collections on or in respect of the Receivables between principal and interest in accordance with the customary servicing practices and procedures it follows with respect to all comparable motor vehicle retail installment sale contracts that it services for itself or others. The Servicer shall not increase or decrease the number or amount of any Scheduled Payment, the Amount Financed under any Receivable or the APR of any Receivable, or extend, rewrite or otherwise modify the payment terms of any Receivable; provided, however, that the Servicer may, in its sole discretion, extend the due date for one or more payments due on any Receivable for credit-related reasons that would be acceptable to the Servicer with respect to comparable motor vehicle retail installment sale contracts that it services for itself or others and in accordance with its customary standards, policies, practices and procedures if the cumulative extensions with respect to any Receivable shall not cause the term of such Receivable to extend beyond the Final Scheduled Maturity Date. If the Servicer fails to comply with the provisions of the preceding sentence, the Servicer shall be required to purchase each Receivable affected thereby for the related Purchase Amount, in the manner specified in Section 3.7, as of the close of the Collection Period during which such failure occurs. The Servicer may, in its discretion (but only in accordance with its customary standards, policies, practices and procedures), waive any late payment charge or any other fee that may be collected in the ordinary course of servicing a Receivable.

SECTION 3.3 Realization upon Receivables. The Servicer shall use reasonable efforts on behalf of the Trust, in accordance with the standard of care required under Section 3.1, to repossess or otherwise convert the ownership of each Financed Vehicle securing a Defaulted Receivable. In taking such action, the Servicer shall follow such customary practices and procedures as it shall deem necessary or advisable in its servicing of comparable motor vehicle retail installment sale contracts and as are otherwise consistent with the standard of care required under Section 3.1. The Servicer shall be entitled to recover all reasonable expenses incurred by it in the course of repossessing and liquidating a Financed Vehicle into cash proceeds, but only out of the cash proceeds of such Financed Vehicle and any deficiency obtained from the related Obligor. If a Financed Vehicle shall have suffered damage, the Servicer shall not expend funds in connection with the repair or the repossession of such Financed Vehicle unless it shall determine in its discretion that such repair and/or repossession will increase the Liquidation Proceeds received with respect to the related Receivable.

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SECTION 3.4 Physical Damage Insurance. The Servicer shall follow its customary practices and procedures to determine whether or not each Obligor shall have maintained physical damage insurance covering the related Financed Vehicle.

SECTION 3.5 Maintenance of Security Interests in Financed Vehicles. The Servicer shall take such steps, in accordance with the standard of care required under Section 3.1, as are necessary to maintain perfection of the security interest created by each Receivable in the related Financed Vehicle at all times. The Trust hereby authorizes the Servicer, and the Servicer hereby agrees, to take such steps as are necessary to re-perfect such security interest on behalf of the Trust and the Indenture Trustee in the event the Servicer receives notice of, or otherwise has actual knowledge of, the fact that such security interest is not perfected as a result of the relocation of a Financed Vehicle or for any other reason. The Servicer shall not release, in whole or in part, any security interest in a Financed Vehicle created by the related Receivable except as permitted herein or in accordance with its customary standards, policies, practices and procedures.

SECTION 3.6 Amendment of Receivable Terms. The Servicer shall not impair in any material respect the rights of the Depositor, the Trust, the Owner Trustee, the Indenture Trustee, [the Swap Counterparty,] the Certificateholders or the Noteholders in the Receivables or, except as permitted under Section 3.2, otherwise amend or alter the terms of the Receivables if, as a result of such amendment or alteration, the interests of the Depositor, the Trust, the Owner Trustee, the Indenture Trustee, [the Swap Counterparty,] the Certificateholders or the Noteholders hereunder would be materially adversely affected.

SECTION 3.7 Purchase by Servicer upon Breach. The Depositor, the Servicer, [the Backup Servicer] or the Owner Trustee, as the case may be, shall inform the other parties to this Agreement, the Seller, [the Swap Counterparty] and the Indenture Trustee promptly, in writing, upon the discovery of any breach of Section 3.2, 3.5 or 3.6. If such breach shall not have been cured by the close of business on the last day of the Collection Period which includes the 30th day after the date on which the Servicer becomes aware of, or receives written notice from the Depositor, [the Backup Servicer] or the Owner Trustee of, such breach, and such breach materially and adversely affects the interest of the Trust in a Receivable, the Servicer shall purchase such Receivable from the Trust on the Distribution Date following such Collection Period; provided, however, that, with respect to a breach of Section 3.2, the Servicer shall purchase the affected Receivable from the Trust at the end of the Collection Period in which such breach occurs. In consideration of the purchase of a Receivable hereunder, the Servicer shall remit the Purchase Amount of such Receivable in the manner specified in Section 4.5. The sole remedy of [the Backup Servicer], the Trust, the Owner Trustee, the Indenture Trustee, [the Swap Counterparty,] the Noteholders and the Certificateholders with respect to a breach of Section 3.2, 3.5 or 3.6 shall be to require the Servicer to purchase Receivables pursuant to this Section 3.7. Neither the Owner Trustee nor the Indenture Trustee shall have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the purchase of any Receivable pursuant to this Section 3.7.

SECTION 3.8 Servicing Compensation. The Servicer shall receive the Monthly Servicing Fee for servicing the Receivables. The Monthly Servicing Fee for any Collection Period shall equal the product of one-twelfth (1/12) of the Servicing Rate and the Pool

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Balance as of the first day of such Collection Period (or, in the case of the initial Collection Period, as of the Cutoff Date); provided, however, that the Monthly Servicing Fee payable to a successor Servicer other than [the Backup Servicer] may equal such other amount as may be determined in accordance with Section 8.2(c). The Servicer shall pay all expenses incurred by it in connection with its activities hereunder (including the fees and expenses of the Owner Trustee and the Indenture Trustee, including the reasonable fees and expenses of their attorneys, and any custodian appointed by the Owner Trustee and the Indenture Trustee, the fees and expenses of independent accountants, taxes imposed on the Servicer and expenses incurred in connection with distributions and reports to the Certificateholders and the Noteholders), except expenses incurred in connection with realizing upon Receivables under Section 3.3.

SECTION 3.9 Monthly Servicer’s Certificate. On or before the Determination Date immediately preceding each Distribution Date, the Servicer shall deliver to the Depositor, [the Backup Servicer], the Seller, the Owner Trustee, the Indenture Trustee and each Paying Agent, with a copy to the Rating Agencies [and the Swap Counterparty], a certificate of a Servicing Officer substantially in the form of Exhibit A (a “Servicer’s Certificate”) and attached to a Servicer’s report containing all information necessary to make the transfers and distributions pursuant to Sections 4.5, 4.6 and 4.7, together with the written statements to be furnished by the Owner Trustee to the Certificateholders pursuant to Section 4.9 and by the Indenture Trustee to the Noteholders pursuant to Section 4.9 and pursuant to Section 6.6 of the Indenture. The Servicer shall separately identify (by account number) in a written notice to the Depositor, [the Backup Servicer], the Owner Trustee and the Indenture Trustee the Receivables to be repurchased by the Depositor or to be purchased by the Servicer, as the case may be, on the Business Day preceding such Distribution Date, and, upon request of one of the foregoing parties, each Receivable which became a Defaulted Receivable during the related Collection Period. The Servicer shall deliver to the Rating Agencies any information, to the extent it is available to the Servicer, that the Rating Agencies reasonably request in order to monitor the Trust.

SECTION 3.10 Annual Servicing Report; Annual Compliance Statement; Notice of Event of Servicing Termination.

(a) On or before May 31 of each year (commencing with the year 20[    ]), the Servicer shall deliver to the Depositor, [the Backup Servicer], the Owner Trustee, [the Swap Counterparty] and the Indenture Trustee a report regarding its assessment of compliance with the servicing criteria specified in Item 1122(d) of Regulation AB as of the end of and for the preceding Trust Fiscal Year (or, in the case of the report to be delivered in the year 20[    ], as of the end of and for the period beginning on the Closing Date and ending on February 28, 20[    ]) that satisfies the requirements of Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. A copy of such report may be obtained by any Certificateholder by a request in writing to the Owner Trustee, or by any Noteholder or Person certifying that it is a Note Owner by a request in writing to the Indenture Trustee, in either case addressed to the applicable Corporate Trust Office. Upon the written request of the Owner Trustee, the Indenture Trustee shall promptly furnish the Owner Trustee a list of Noteholders as of the date specified by the Owner Trustee.

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(b) On or before May 31 of each year (commencing with the year 20[    ]), the Servicer shall deliver to the Depositor, [the Backup Servicer], the Owner Trustee, [the Swap Counterparty] and the Indenture Trustee an Officer’s Certificate stating, as to the officer signing such Officer’s Certificate, that:

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

(ii) to the best of such officer’s knowledge, based on such review, the Servicer has fulfilled all of its obligations under this Agreement in all material respects throughout such Trust Fiscal Year (or, in the case of the Officer’s Certificate to be delivered in the year 20[    ], such period) or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof.

A copy of such certificate may be obtained by any Certificateholder by a request in writing to the Owner Trustee, or by any Noteholder or Person certifying that it is a Note Owner by a request in writing to the Indenture Trustee, in either case addressed to the applicable Corporate Trust Office. Upon the written request of the Owner Trustee, the Indenture Trustee shall promptly furnish the Owner Trustee a list of Noteholders as of the date specified by the Owner Trustee.

(c) The Servicer shall deliver to the Depositor, [the Backup Servicer], the Owner Trustee, the Indenture Trustee, [the Swap Counterparty] and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five (5) Business Days thereafter, an Officer’s Certificate specifying any event which constitutes or, with the giving of notice or lapse of time or both, would become an Event of Servicing Termination.

SECTION 3.11 Annual Public Accounting Firm Report. On or before May 31 of each year (commencing with the year 20[    ]), the Servicer shall cause a registered public accounting firm to deliver to the Depositor, the Owner Trustee, [the Swap Counterparty] and the Indenture Trustee a report addressed to the Board of Directors of the Servicer that attests to, and reports on, the Servicer’s assessment of compliance with the servicing criteria specified in Item 1122(d) of Regulation AB with respect to the preceding Trust Fiscal Year (or, in the case of the report to be delivered in the year 20[    ], with respect to the period beginning on the Closing Date and ending on February 28, 20[    ]) and that otherwise satisfies the requirements of Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. A copy of such report may be obtained by any Certificateholder by a request in writing to the Owner Trustee, or by any Noteholder or Person certifying that it is a Note Owner by a request in writing to the Indenture Trustee, in either case addressed to the applicable Corporate Trust Office.

SECTION 3.12 Access to Certain Documentation and Information Regarding Receivables. The Servicer shall provide the Depositor, [the Backup Servicer], the Owner Trustee, the Indenture Trustee, the Certificateholders and the Noteholders with access to the

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Receivable Files in the cases where the Depositor, [the Backup Servicer], the Owner Trustee, the Indenture Trustee, the Certificateholders or the Noteholders shall be required by applicable statutes, regulations or the provisions of any Transaction Document to have access to such documentation. Such access shall be afforded without charge, but only upon reasonable request and during normal business hours at the offices of the Servicer. Nothing in this Section 3.12 shall affect the obligation of the Servicer and [the Backup Servicer], as applicable, to observe any applicable law prohibiting disclosure of information regarding the Obligors, and the failure of the Servicer to provide access to information as a result of such obligation shall not constitute a breach of this Section 3.12. Each Certificateholder or Noteholder, by its acceptance of a Certificate or Note, as the case may be, shall be deemed to have agreed to keep any information obtained by it pursuant to this Section 3.12 confidential, except as may be required by applicable law. [The Backup Servicer agrees to keep any information obtained by it pursuant to this Section 3.12 or otherwise pursuant to this Agreement confidential, except as may be required by applicable law.]

SECTION 3.13 Reports to the Commission. The Servicer shall, on behalf of the Trust, cause to be filed with the Commission any periodic reports required to be filed under the provisions of the Exchange Act, and the rules and regulations of the Commission thereunder. The Servicer shall, or shall cause the Administrator to, prepare, execute and deliver all certificates and other documents required to be delivered by the Trust pursuant to the Sarbanes-Oxley Act of 2002 or the rules and regulations promulgated thereunder. The Depositor shall, at its expense, cooperate in any reasonable request made by the Servicer in connection with such filings. The Servicer shall provide or cause to be provided to the Depositor copies of all documents filed by the Servicer after the Closing Date with the Commission pursuant to the Securities Act or the Exchange Act that relate specifically to the Trust, the Notes or the Certificates.

SECTION 3.14 Reports to Rating Agencies. The Servicer shall deliver to each Rating Agency, at such address as such Rating Agency may request, a copy of all reports or notices furnished or delivered pursuant to this Article III and a copy of any amendments, supplements or modifications to this Agreement and any other information reasonably requested by such Rating Agency to monitor this transaction.

SECTION 3.15 [Monthly Tape]. [No later than the second Business Day after each Distribution Date, the Servicer shall deliver to the Backup Servicer a computer tape, compact disc or other electronic transmission acceptable to the Backup Servicer in a format acceptable to the Backup Servicer containing the information with respect to the Receivables as of the last day of the preceding Collection Period necessary for preparation of the Servicer’s Certificate relating to the preceding Determination Date (the “Monthly Tape”). The Backup Servicer shall confirm that the Monthly Tape is in readable form. Other than the duties specifically set forth in this Agreement, the Backup Servicer shall have no obligations under this Agreement, including, without limitation, to supervise, verify, monitor or administer the performance of the Servicer. The Backup Servicer shall have no liability for any actions taken or omitted by the Servicer.]

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ARTICLE IV

DISTRIBUTIONS; RESERVE ACCOUNT; STATEMENTS TO

NOTEHOLDERS AND CERTIFICATEHOLDERS

SECTION 4.1 Accounts.

(a) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, the Certificateholders [and the Swap Counterparty]. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents.

If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account.

(b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible

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Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account.

(c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Owner Trustee at an Eligible Institution (which shall initially be the Owner Trustee) a segregated trust account designated as the “CarMax Auto Owner Trust 20[    ]-[    ] Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Owner Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Owner Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Owner Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at the Owner Trustee, the Servicer shall, with the Owner Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee in writing of any change in the account number or location of the Certificate Payment Account.

(d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period and any Unreimbursed Servicer Advances for the preceding Collection Period [and (iv) all amounts owed to the Swap Counterparty under the Swap Agreement], the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date.

SECTION 4.2 Collections. The Servicer shall remit to the Collection Account all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable) but excluding payments with respect to Purchased Receivables) as soon as practicable and in no event after the close of business on the second Business Day after such receipt; provided, however, that for so long as (i) CarMax is the Servicer, (ii) no Event of Servicing Termination shall have occurred and be continuing and (iii) the Rating Agency Condition shall have been satisfied (each, a “Monthly Remittance Condition”), the Servicer may remit any such amounts received during any Collection Period to the Collection Account in immediately available funds on the Business Day preceding the Distribution Date following such Collection Period (it being understood that the Monthly Remittance Condition has not been satisfied as of the Closing Date); provided further, that if any such amounts (including

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Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) are received in respect of a Receivable as to which there is an unreimbursed Simple Interest Advance, the Servicer shall retain such amounts to the extent of such unreimbursed Simple Interest Advance (and shall apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts to the Collection Account; and, provided further, that the Servicer shall, if it determines that it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect of the Receivables to the extent set forth in Section 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clause (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable, has received notice of such event or circumstance from the Depositor or the Servicer in an Officer’s Certificate or written notice of such event or circumstance from the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class or unless a Responsible Officer of the Owner Trustee or the Indenture Trustee, as applicable, has actual knowledge of such event or circumstance. The Servicer shall remit to the Collection Account on the Closing Date all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing Date.

SECTION 4.3 Application of Collections. For purposes of this Agreement, all amounts received on or in respect of a Receivable during any Collection Period (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable) but excluding payments with respect to Purchased Receivables) shall be applied by the Servicer, as of the last day of such Collection Period, to interest and principal on such Receivable in accordance with the Simple Interest Method.

SECTION 4.4 Simple Interest Advances and Unreimbursed Servicer Advances.

(a) If, as of the end of any Collection Period, one or more payments of Monthly P&I due under any Receivable (other than a Defaulted Receivable) outstanding at the end of such Collection Period shall not have been received by the Servicer and remitted to the Collection Account pursuant to Section 4.2, the Servicer may, at its option, make, on the Business Day preceding the Distribution Date immediately following such Collection Period, a Simple Interest Advance with respect to such Receivable by depositing in or crediting to the Collection Account the amount of Monthly P&I allocable to interest scheduled to have been paid during such Collection Period, assuming that such Receivable was paid on its due date, minus the amount of Monthly P&I actually received and allocated to interest, if any, with respect to such Receivable during such Collection Period.

(b) If the Servicer determines that it has made an Unreimbursed Servicer Advance, the Servicer shall reimburse itself for such Unreimbursed Servicer Advance from

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unrelated amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable)); provided, however, that the Servicer shall furnish to the Indenture Trustee and the Owner Trustee, on or before the Distribution Date following the Collection Period during which such reimbursement is taken, a certificate of a Servicing Officer setting forth the basis for such determination, the amount of such Unreimbursed Servicer Advance, the Receivable with respect to which such Unreimbursed Servicer Advance was made and the installments or other proceeds with respect to which such reimbursement was taken.

SECTION 4.5 Additional Deposits. The Depositor and the Servicer shall deposit or cause to be deposited in the Collection Account [(a)] the aggregate Purchase Amount with respect to Purchased Receivables pursuant to Section 2.4, 3.7 or 9.1, [(b) any Net Swap Receipts and (c) any Swap Termination Payment Amounts owed by the Swap Counterparty to the Trust]. All such deposits described above with respect to a Collection Period shall be made in immediately available funds no later than 5:00 p.m., New York City time, on the Business Day preceding the Distribution Date following such Collection Period.

SECTION 4.6 Determination Date Calculations; Application of Available Funds.

(a) On each Determination Date, the Servicer shall calculate the following amounts:

(i) the Available Collections for the following Distribution Date;

(ii) the Total Servicing Fee for the preceding Collection Period;

(iii) [the Total Backup Servicer Fee for the preceding Collection Period;]

(iv) the Total Note Interest for each Class of Class A Notes for the following Distribution Date;

(v) the Priority Principal Distributable Amount for the following Distribution Date;

(vi) the Total Note Interest for the Class B Notes for the following Distribution Date;

(vii) the Secondary Principal Distributable Amount for the following Distribution Date;

(viii) the Total Note Interest for the Class C Notes for the following Distribution Date;

(ix) the Tertiary Principal Distributable Amount for the following Distribution Date;

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(x) the Total Note Interest for [the Class D Notes] for the following Distribution Date;

(xi) the Quaternary Principal Distributable Amount for the following Distribution Date;

(xii) [the Monthly Net Swap Payment Amount, if any, for the following Distribution Date];

(xiii) [the Senior Swap Termination Payment Amount, if any, for the following Distribution Date];

(xiv) the sum of the amounts described in clauses (ii) through (xiii) above (the “Required Payment Amount”);

(xv) the Regular Principal Distributable Amount for the following Distribution Date;

(xvi) [the Net Swap Receipts, if any, for the following Distribution Date]; and

(xvii) [the Subordinate Swap Termination Payment Amount, if any, for the following Distribution Date].

(b) On each Determination Date, the Servicer shall calculate the following amounts:

(i) the lesser of (A) the amount, if any, by which the Required Payment Amount for the following Distribution Date exceeds the Available Collections for such Distribution Date and (B) the Reserve Account Amount for such Distribution Date (before giving effect to any deposits to or withdrawals from the Reserve Account on such Distribution Date) (such lesser amount, the “Reserve Account Draw Amount”); provided, however, that if on the last day of the preceding Collection Period the Pool Balance is zero, the Reserve Account Draw Amount for such Distribution Date shall equal the Reserve Account Amount for such Distribution Date;

(ii) the Reserve Account Amount for the following Distribution Date (after giving effect to the withdrawal of the Reserve Account Draw Amount for such Distribution Date); and

(iii) the amount, if any, by which the Required Reserve Account Amount for the following Distribution Date exceeds the Reserve Account Amount for such Distribution Date (after giving effect to the withdrawal of the Reserve Account Draw Amount for such Distribution Date) (such excess, the “Reserve Account Deficiency”).

On each Distribution Date, the Servicer shall instruct the Indenture Trustee to transfer the Reserve Account Draw Amount, if any, for such Distribution Date from the Reserve Account to the Collection Account.

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(c) [RESERVED].

(d) On each Distribution Date, the Servicer shall instruct the Indenture Trustee in writing to apply the Available Funds for such Distribution Date to make the payments and deposits set forth in Section 2.8(a) or 5.4(b) of the Indenture, as applicable.

SECTION 4.7 Reserve Account.

(a) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Reserve Account (the “Reserve Account”). The Reserve Account shall be held in trust for the benefit of the Noteholders, the Certificateholders [and the Swap Counterparty]. The Reserve Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Reserve Account in accordance with this Agreement and the Indenture. On the Closing Date, the Depositor shall deposit the Initial Reserve Account Deposit into the Reserve Account from the net proceeds of the sale of the Notes. The Reserve Account and all amounts, securities, investments, financial assets and other property deposited in or credited to the Reserve Account (the “Reserve Account Property”) has been conveyed by the Depositor to the Trust pursuant to Section 2.1. Pursuant to the Indenture, the Trust will pledge all of its right, title and interest in, to and under the Reserve Account and the Reserve Account Property to the Indenture Trustee on behalf of the Noteholders and the Certificateholders to secure its obligations under the Notes and the Indenture.

(b) The Reserve Account Property shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Reserve Account in Permitted Investments that mature not later than the Business Day preceding the next Distribution Date. All such Permitted Investments shall be held to maturity. On any Distribution Date, all interest and other income (net of losses and investment expenses) on funds on deposit in the Reserve Account, to the extent that funds on deposit therein, as certified by the Servicer, exceed the Required Reserve Account Amount, shall, at the written direction of the Servicer, (i) first, be deposited into the Note Payment Account, for payment of principal of the Notes in the priority set forth in Section 2.8(b) of the Indenture, to the extent of any unfunded Regular Principal Distributable Amount, if any, on such Distribution Date (after giving effect to the application of Available Funds on such Distribution Date), (ii) second, be paid to [the Backup Servicer] or any other Successor Servicer, as applicable, to the extent of any unfunded amounts payable pursuant to Section 2.8(a)[(xiii)] or [(xiv)] of the Indenture, if any, on such Distribution Date (after giving effect to the application of Available Funds on such Distribution Date), [(iii) third, be deposited into the Note Payment Account, for payment to the Swap Counterparty, to the extent of any unfunded Subordinate Swap Termination Payment Amount, if any, on such Distribution Date (after giving effect to the application of Available Funds on such Distribution Date)] and (iv) fourth, be deposited into the Certificate Payment Account for payment to the Certificateholders. If the Reserve Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may

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consent) cause the Reserve Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee in writing of any change in the account number or location of the Reserve Account.

(c) With respect to any Reserve Account Property:

(i) any Reserve Account Property that is a “financial asset” (as defined in Section 8-102(a)(9) of the Relevant UCC) shall be physically delivered to, or credited to an account in the name of, the Eligible Institution maintaining the Reserve Account, in accordance with such institution’s customary procedures such that such institution establishes a “securities entitlement” in favor of the Indenture Trustee with respect thereto;

(ii) any Reserve Account Property that is held in deposit accounts shall be held solely in the name of the Indenture Trustee at one or more depository institutions having the Required Rating and each such deposit account shall be subject to the exclusive custody and control of the Indenture Trustee and the Indenture Trustee shall have sole signature authority with respect thereto; and

(iii) except for any deposit accounts specified in clause (ii) above, the Reserve Account shall only be invested in securities or in other assets which the Eligible Institution maintaining the Reserve Account agrees to treat as “financial assets” (as defined in Section 8-102(a)(9) of the Relevant UCC).

(d) If the Reserve Account Amount for any Distribution Date (after giving effect to the withdrawal of the Reserve Account Draw Amount for such Distribution Date) exceeds the Required Reserve Account Amount for such Distribution Date, the Servicer shall instruct the Indenture Trustee in writing to distribute the amount of such excess (i) first, to the Note Payment Account, for payment of principal of the Notes in the priority set forth in Section 2.8(b) of the Indenture, to the extent of any unfunded Regular Principal Distributable Amount, if any, on such Distribution Date (after giving effect to the application of Available Funds on such Distribution Date), (ii) second, be paid to [the Backup Servicer] or any other Successor Servicer, as applicable, to the extent of any unfunded amounts payable pursuant to Section 2.8(a)[(xiii)] or [(xiv)] of the Indenture, if any, on such Distribution Date (after giving effect to the application of Available Funds on such Distribution Date), [(iii) third, be deposited into the Note Payment Account, for payment to the Swap Counterparty, to the extent of any unfunded Subordinate Swap Termination Payment Amount, if any, on such Distribution Date (after giving effect to the application of Available Funds on such Distribution Date)] and (iv) fourth, to the Certificate Payment Account for payment to the Certificateholders. The Indenture Trustee and the Owner Trustee hereby release, on each Distribution Date, their security interest in, to and under Reserve Account Property distributed to the Certificateholders.

(e) If the Note Balance, and all other amounts owing or to be distributed hereunder or under the Indenture or the Trust Agreement to the Noteholders, [the Swap Counterparty] or the Certificateholders, have been paid in full and the Trust has been terminated, any remaining Reserve Account Property shall be distributed to the Certificateholders.

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SECTION 4.8 Net Deposits. As an administrative convenience, unless the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, the Depositor and the Servicer may make any remittance pursuant to this Article IV with respect to a Collection Period net of distributions or reimbursements to be made to the Depositor or the Servicer with respect to such Collection Period; provided, however, that such obligations shall remain separate obligations, no party shall have a right of offset and each such party shall account for all of the above described remittances and distributions as if the amounts were deposited and/or transferred separately.

SECTION 4.9 Statements to Noteholders and Certificateholders. On or prior to each Distribution Date, the Servicer shall provide to the Indenture Trustee (with copies to the Depositor, [the Backup Servicer], the Rating Agencies, each Paying Agent [and the Swap Counterparty]), for the Indenture Trustee to make available to each Note Owner as described below, and to the Owner Trustee (with copies to the Depositor, [the Backup Servicer], the Rating Agencies, each Paying Agent [and the Swap Counterparty]), for the Owner Trustee to forward to each Certificateholder of record as of the most recent Record Date, a statement in substantially the form of Exhibit B or Exhibit C, as applicable. Each such statement shall set forth at least the following information as to the Notes and the Certificates (to the extent applicable) with respect to the distribution to be made on such Distribution Date:

(i) the amount of such distribution allocable to principal for each Class of Notes;

(ii) the Priority Principal Distributable Amount for such Distribution Date;

(iii) the Secondary Principal Distributable Amount for such Distribution Date;

(iv) the Tertiary Principal Distributable Amount for such Distribution Date;

(v) the Quaternary Principal Distributable Amount for such Distribution Date;

(vi) the Regular Principal Distributable Amount for such Distribution Date;

(vii) the amount of such distribution allocable to current and overdue interest (including any interest on overdue interest) for each Class of Notes;

(viii) the Total Servicing Fee for the preceding Collection Period;

(ix) [the Total Backup Servicer Fee for the preceding Collection Period;]

(x) the aggregate outstanding principal balance of each Class of Notes and the Note Pool Factor with respect to each Class of Notes (in each case after giving effect to payments allocated to principal reported under clause (i) above);

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(xi) the Pool Balance as of the close of business on the last day of the preceding Collection Period;

(xii) the Reserve Account Amount on such Distribution Date (after giving effect to all deposits to or withdrawals from the Reserve Account on such Distribution Date);

(xiii) The Reserve Account Draw Amount for such Distribution Date;

(xiv) the aggregate Purchase Amount of Receivables repurchased by the Depositor or purchased by the Servicer, if any, with respect to the preceding Collection Period;

(xv) the number and aggregate Principal Balance of Receivables that were 31-60 days, 61-90 days or 91 days or more delinquent as of the last day of the preceding Collection Period;

(xvi) the number of Receivables that were outstanding as of the last day of the preceding Collection Period;

(xvii) the Net Losses with respect to the preceding Collection Period;

(xviii) the Overcollateralization Target Amount for such Distribution Date and the amount by which the Pool Balance exceeds the Note Balance as of such Distribution Date (after giving effect to any payments made to the Holders of the Notes on such Distribution Date);

(xix) the amount of Available Collections for the preceding Collection Period;

(xx) the amount of Excess Collections with respect to such Distribution Date;

(xxi) [the Note Rate applicable to the Class A-2b Notes with respect to the Accrual Period ending on the day preceding such Distribution Date;]

(xxii) [LIBOR applicable to the Accrual Period ending on the day preceding such Distribution Date;]

(xxiii) [the Monthly Net Swap Payment Amount, if any, the Senior Swap Termination Payment Amount, if any, the Subordinate Swap Termination Payment Amount, if any, and the Net Swap Receipts, if any, in each case with respect to such Distribution Date; and]

(xxiv) [The Consolidated Tangible Net Worth as of the last day of the Related Fiscal Quarter for such Distribution Date.]

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The Indenture Trustee will make available each month to each Note Owner the statements referred to above (and certain other documents, reports and information regarding the Receivables provided by the Servicer from time to time) via the Indenture Trustee’s internet website, with the use of a password provided by the Indenture Trustee. The Indenture Trustee’s internet website will be located at www.CTSLink.com or at such other address as the Indenture Trustee shall notify the Note Owners from time to time. For assistance with regard to this service, Note Owners can call the Indenture Trustee’s Corporate Trust Office at (866) 846-4526. The Indenture Trustee shall have the right to change the way the statements referred to above are distributed in order to make such distribution more convenient and/or more accessible to the parties entitled to receive such statements so long as such statements are only provided to the then current Note Owners. The Indenture Trustee shall provide notification of any such change to all parties entitled to receive such statements in the manner described in Section 10.4, Section 11.4 of the Indenture or Section 11.5 of the Indenture, as appropriate.

SECTION 4.10 Control of Securities Accounts. Notwithstanding anything to the contrary contained herein, the Trust agrees that each of the Collection Account, the Note Payment Account, the Certificate Payment Account and the Reserve Account will only be established at an Eligible Institution that agrees substantially as follows: (i) it will comply with “entitlement orders” (as defined in Section 8-102(a)(8) of the Relevant UCC) relating to such accounts issued by the Indenture Trustee without further consent by the Trust; (ii) until the termination of the Indenture, it will not enter into any other agreement relating to any such account pursuant to which it agrees to comply with entitlement orders of any Person other than the Indenture Trustee; and (iii) all assets delivered or credited to it in connection with such accounts and all investments thereof will be promptly credited to such accounts.

SECTION 4.11 [Collateral Support Account]. [The Indenture Trustee acknowledges that, pursuant to the provisions of the Swap Agreement, the Swap Counterparty may be required to post collateral with the Indenture Trustee to secure the Swap Counterparty’s obligations under the Swap Agreement. If required under the Swap Agreement, the Servicer or the Administrator shall, in accordance with the provisions of the Swap Agreement, establish and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Collateral Support Account (the “Collateral Support Account”) to hold such collateral. The Indenture Trustee agrees to follow such written instructions relating to the establishment of, the administration of, and transfers from, the Collateral Support Account as may be delivered by the Servicer or the Administrator. The Servicer and the Administrator, in providing such instructions, shall comply with the provisions of the Swap Agreement.]

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ARTICLE V

[RESERVED]

ARTICLE VI

THE DEPOSITOR

SECTION 6.1 Representations and Warranties of Depositor. The Depositor makes the following representations and warranties on which the Trust shall be deemed to have relied in accepting the Trust Property. The representations and warranties speak as of the execution and delivery of this Agreement and shall survive the sale, transfer, assignment and conveyance of the Trust Property to the Trust pursuant to this Agreement and the pledge of the Trust Property to the Indenture Trustee pursuant to the Indenture:

(a) Organization and Good Standing. The Depositor has been duly organized and is validly existing as a limited liability company in good standing under the laws of the State of Delaware, has the power, authority and legal right to own its properties and to conduct its business as such properties are currently owned and such business is currently conducted, and has the power, authority and legal right to acquire, own and sell the Receivables.

(b) Due Qualification. The Depositor is duly qualified to do business as a foreign limited liability company in good standing and has obtained all necessary licenses and approvals in each jurisdiction in which the failure to so qualify or to obtain such licenses and approvals would, in the reasonable judgment of the Depositor, materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement, any of the other Transaction Documents to which the Depositor is a party, the Receivables, the Notes or the Certificates.

(c) Power and Authority. The Depositor has the power and authority to execute, deliver and perform its obligations under this Agreement and the other Transaction Documents to which it is a party. The Depositor has the power and authority to sell, assign, transfer and convey the property to be transferred to and deposited with the Trust and has duly authorized such transfer and deposit by all necessary limited liability company action, and the execution, delivery and performance of this Agreement and the other Transaction Documents to which the Depositor is a party have been duly authorized by the Depositor by all necessary limited liability company action.

(d) Valid Transfer; Binding Obligation. This Agreement effects a valid sale, transfer, assignment and conveyance to the Trust of the Receivables and the other Trust Property enforceable against all creditors of and purchasers from the Depositor. This Agreement and the other Transaction Documents to which the Depositor is a party constitute legal, valid and binding obligations of the Depositor, enforceable against the Depositor in accordance with their terms, subject, as to enforceability, to applicable bankruptcy, insolvency, reorganization, conservatorship, receivership, liquidation and other similar laws and to general equitable principles.

(e) No Violation. The execution, delivery and performance by the Depositor of this Agreement and the other Transaction Documents to which the Depositor is a party, the

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consummation of the transactions contemplated hereby and thereby and the fulfillment of the terms hereof and thereof will not conflict with, result in a breach of any of the terms and provisions of or constitute (with or without notice or lapse of time or both) a default under the certificate of formation or limited liability company agreement of the Depositor or any material indenture, agreement, mortgage, deed of trust or other instrument to which the Depositor is a party or by which the Depositor is bound or to which any of its properties are subject, or result in the creation or imposition of any lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument (other than pursuant to this Agreement), or violate any law, order, rule or regulation applicable to the Depositor or its properties of any federal or State regulatory body, court, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or any of its properties.

(f) No Proceedings. There are no proceedings or investigations pending or, to the knowledge of the Depositor, threatened against the Depositor before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties (i) asserting the invalidity of this Agreement, the Indenture, the Trust Agreement, any of the other Transaction Documents, the Notes or the Certificates, (ii) seeking to prevent the issuance of the Notes or the Certificates or the consummation of any of the transactions contemplated by this Agreement, the Indenture, the Trust Agreement or any of the other Transaction Documents, (iii) seeking any determination or ruling that, in the reasonable judgment of the Depositor, would materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement, the Indenture, the Trust Agreement, any of the other Transaction Documents, the Receivables, the Notes or the Certificates, or (iv) that, in the reasonable judgment of the Depositor, would adversely affect the federal or Applicable Tax State income, excise, franchise or similar tax attributes of the Trust or of the Notes or the Certificates.

SECTION 6.2 Liability of Depositor; Indemnities.

(a) The Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Depositor under this Agreement.

(b) The Depositor shall indemnify, defend and hold harmless [the Backup Servicer], the Trust, the Owner Trustee and the Indenture Trustee from and against any taxes that may at any time be asserted against any such Person with respect to, and as of the date of, the transfer of the Receivables to the Trust or the issuance and original sale of the Notes or the Certificates, including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but, in the case of the Trust, not including any taxes asserted with respect to ownership of the Receivables or federal or other Applicable Tax State income taxes arising out of the transactions contemplated by this Agreement and the other Transaction Documents), and all costs and expenses in defending against such taxes.

(c) The Depositor shall indemnify, defend and hold harmless [the Backup Servicer], the Trust, the Owner Trustee, the Indenture Trustee, [the Swap Counterparty,] the Noteholders and the Certificateholders from and against any loss, liability or expense incurred by reason of (i) the Depositor’s willful misfeasance, bad faith or gross negligence in the performance of its duties under this Agreement or any other Transaction Document to which it is

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a party or by reason of a reckless disregard of its obligations and duties under this Agreement or any other Transaction Document to which it is a party and (ii) the Depositor’s violation of federal or State securities laws in connection with the registration or the sale of the Notes.

(d) The Depositor shall indemnify, defend and hold harmless [the Backup Servicer], the Owner Trustee and the Indenture Trustee and their respective officers, directors, employees and agents from and against all costs, expenses, losses, claims, damages and liabilities arising out of or incurred in connection with the acceptance or performance of the trusts and duties contained herein and in the Trust Agreement, in the case of the Owner Trustee, and in the Indenture, in the case of the Indenture Trustee, except to the extent that such cost, expense, loss, claim, damage or liability (i) shall be due to the willful misfeasance, bad faith or gross negligence (except for errors in judgment) of [the Backup Servicer], the Owner Trustee or the Indenture Trustee, as applicable, (ii) in the case of the Owner Trustee, shall arise from the breach by the Owner Trustee of any of its representations or warranties set forth in the Trust Agreement, (iii) in the case of the Indenture Trustee, shall arise from the breach by the Indenture Trustee of any of its representations and warranties set forth in the Indenture or (iv) relates to any tax other than the taxes with respect to which either the Depositor or the Servicer shall be required to indemnify [the Backup Servicer], the Owner Trustee or the Indenture Trustee, as applicable.

(e) The Depositor shall pay any and all taxes levied or assessed upon all or any part of the Owner Trust Estate.

Indemnification under this Section 6.2 shall survive the resignation or removal of [the Backup Servicer], the Owner Trustee or the Indenture Trustee and the termination of this Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Depositor shall have made any indemnity payments pursuant to this Section 6.2 and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Depositor, without interest. Notwithstanding anything to the contrary contained herein, the Depositor shall only be required to pay (i) any fees, expenses, indemnities or other liabilities that it may incur under the Transaction Documents from funds available pursuant to, and in accordance with, the payment priorities set forth in this Agreement and (ii) to the extent the Depositor has additional funds available (other than funds described in the preceding clause (i)) that would be in excess of amounts that would be necessary to pay the debt and other obligations of the Depositor in accordance with the Depositor’s certificate of formation, operating agreement and all financing documents to which the Depositor is a party. The agreement set forth in the preceding sentence shall constitute a subordination agreement for purposes of Section 510(a) of the Bankruptcy Code. In addition, no amount owing by the Depositor hereunder in excess of liabilities that it is required to pay in accordance with the preceding sentence shall constitute a “claim” (as defined in Section 101(5) of the Bankruptcy Code) against it.

SECTION 6.3 Merger or Consolidation of, or Assumption of the Obligations of, Depositor. Any Person (i) into which the Depositor shall be merged or consolidated, (ii) resulting from any merger, conversion or consolidation to which the Depositor shall be a party or (iii) that shall succeed by purchase and assumption to all or substantially all of the business of the Depositor, which Person in any of the foregoing cases executes an agreement of assumption

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to perform every obligation of the Depositor under this Agreement, shall be the successor to the Depositor under this Agreement without the execution or filing of any other document or any further act on the part of any of the parties to this Agreement; provided, however, that (x) the Depositor shall have delivered to [the Backup Servicer], the Owner Trustee, [the Swap Counterparty] and the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such merger, conversion, consolidation or succession and such agreement of assumption comply with this Section 6.3, (y) the Depositor shall have delivered to [the Backup Servicer], the Owner Trustee, [the Swap Counterparty] and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been authorized and filed that are necessary to fully preserve and protect the interest of the Trust and the Indenture Trustee, respectively, in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to fully preserve and protect such interest and (z) the Rating Agency Condition shall have been satisfied. Notwithstanding anything to the contrary contained herein, the execution of the foregoing agreement of assumption and compliance with clauses (x), (y) and (z) above shall be conditions to the consummation of the transactions referred to in clauses (i), (ii) and (iii) above.

SECTION 6.4 Limitation on Liability of Depositor and Others.

(a) Neither the Depositor nor any of the directors, officers, employees or agents of the Depositor shall be under any liability to the Trust, the Noteholders or the Certificateholders for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall not protect the Depositor or any such Person against any liability that would otherwise be imposed by reason of willful misfeasance or bad faith in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement, or by reason of gross negligence in the performance of duties under this Agreement (except for errors in judgment). The Depositor, and its directors, officers, employees and agents, may rely in good faith on the advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person in respect of any matters arising under this Agreement.

(b) The Depositor shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its obligations under this Agreement and that in its opinion may involve it in any expense or liability.

SECTION 6.5 Depositor May Own Notes or Certificates. The Depositor, and any Affiliate of the Depositor, may, in its individual or any other capacity, become the owner or pledgee of Notes or Certificates with the same rights as it would have if it were not the Depositor or an Affiliate of the Depositor, except as otherwise expressly provided herein (including in the definition of “Note Balance”) or in the other Transaction Documents. Except as otherwise expressly provided herein (including the definition of “Note Balance”) or in the other Transaction Documents, Notes and Certificates so owned by or pledged to the Depositor or such Affiliate shall have an equal and proportionate benefit under the provisions of this Agreement and the other Transaction Documents, without preference, priority or distinction as among the Notes and the Certificates.

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SECTION 6.6 [RESERVED].

SECTION 6.7 Certain Limitations.

(a) The purpose of the Depositor shall be limited to the conduct or promotion of the following activities: (i) to acquire, lease, own, hold, sell, transfer, convey, dispose of, pledge, assign, borrow money against, grant a security interest in, finance, refinance or otherwise deal with, publicly or privately and whether with unrelated third parties or with affiliated entities, automotive installment sale contracts and service contracts originated or acquired by CarMax or its Affiliates or interests therein, the related motor vehicles or interests therein and the related documentation and monies due or to become due thereunder, proceeds from claims on insurance policies related thereto and all related rights and the proceeds of any of the foregoing (collectively, the “Assets”), (ii) to perform its obligations under the Basic Documents (as defined in the limited liability company agreement of the Depositor (the “LLC Agreement”)), (iii) to act as settlor or grantor of one or more trusts or special purpose entities (each, a “Securitization Trust”) formed pursuant to a trust agreement or other agreement, which Securitization Trust may issue one or more series or classes of certificates, bonds, notes or other evidences of interest or indebtedness (collectively, “Securities”) secured by or representing beneficial interests in the Assets, (iv) to acquire Securities or other property of a Securitization Trust (including remainder interests in collateral or reserve accounts) or any interest in any of the foregoing, (v) to cause the issuance of, authorize, sell and deliver Securities or other instruments secured or collateralized by Securities, (vi) to own equity interests in other limited liability companies or partnerships whose purposes are substantially restricted to those described in clauses (i) through (v) above, (vii) to borrow money other than pursuant to clause (i) above, but only to the extent that such borrowing is permitted by the terms of the transactions contemplated by clauses (i) through (vi) above, (viii) to loan or otherwise invest funds received as a result of the Depositor’s interest in any Securitization Trust or Securities and any other income, as determined by the Member (as defined in the LLC Agreement) of the Depositor from time to time, and (ix) to (A) negotiate, authorize, execute, deliver or assume or perform the obligations under any agreement, instrument or document relating to the activities set forth in clauses (i) through (viii) above, including the Basic Documents (as defined in the LLC Agreement) and (B) engage in any lawful act or activity and to exercise any powers permitted to limited liability companies organized under the laws of the State of Delaware that are incidental to and necessary, convenient or advisable for the accomplishment of the above-mentioned purposes, including the entering into of (x) interest rate or basis swap, cap, floor or collar agreements, currency exchange agreements or similar hedging transactions, (y) any agreement providing for the funding of any amount due under any of the Securities through direct borrowings, letters of credit, insurance or otherwise and (z) referral, management, servicing and administration agreements. Capitalized terms used in the following sentence, other than the terms “Depositor” and “LLC Agreement”, have the respective meanings assigned to them in the LLC Agreement. So long as any Obligation is outstanding, the Depositor shall not (i) except as contemplated in the Basic Documents, guarantee any obligation of any Person, including any Affiliate, (ii) engage, directly or indirectly, in any business other than the activities required or permitted to be performed under Article Three of the LLC Agreement, the Basic Documents or Section 4.10 of the LLC Agreement, (iii) incur, create or assume any indebtedness other than as expressly permitted under Article Three of the LLC Agreement, the Basic Documents or Section 4.10 of the LLC Agreement, (iv) make or permit to remain outstanding any loan or advance to, or own or acquire any stock or securities of, any Person,

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except that the Depositor may invest in those investments permitted under Article Three of the LLC Agreement, the Basic Documents or Section 4.10 of the LLC Agreement and may make any advance required or expressly permitted to be made pursuant to any provision of Article Three of the LLC Agreement, the Basic Documents or Section 4.10 of the LLC Agreement and permit the same to remain outstanding in accordance with such provisions, (v) to the fullest extent permitted by law, engage in any dissolution, liquidation, consolidation, merger, asset sale or transfer of ownership interests other than such activities as are expressly permitted pursuant to any provision of Article Three of the LLC Agreement, the Basic Documents or Section 4.10 of the LLC Agreement or (vi) except as contemplated by Article Three of the LLC Agreement or the Basic Documents, form, acquire or hold any subsidiary (whether a corporation, partnership, limited liability company or other entity).

(b) Notwithstanding any other provision of this Section 6.7 and any provision of law, the Depositor shall not do any of the following:

(i) engage in any business or activity other than as set forth in clause (a) above; or

(ii) without the unanimous written consent of the members of the Depositor and the members of the Board of Directors of the Depositor (including all independent directors of the Depositor), (A) consolidate or merge the Depositor with or into any Person or sell all or substantially all of the assets of the Depositor, (B) institute proceedings to have the Depositor be adjudicated bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against Depositor, (C) file a petition seeking, or consent to, reorganization or relief with respect to the Depositor under any applicable federal or State law relating to bankruptcy, (D) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Depositor or a substantial part of its property, (E) make any assignment for the benefit of creditors of the Depositor, (F) admit in writing the Depositor’s inability to pay its debts generally as they become due, (G) take any action in furtherance of any action set forth in clauses (A) through (F) above or (H) to the fullest extent permitted by law, dissolve or liquidate the Depositor.

(c) The Depositor shall not amend its organizational documents except in accordance with the provisions thereof.

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ARTICLE VII

THE SERVICER [AND THE BACKUP SERVICER]

SECTION 7.1 Representations and Warranties of Servicer. The Servicer makes the following representations and warranties on which the Trust shall be deemed to have relied in accepting the Trust Property. The representations and warranties speak as of the execution and delivery of this Agreement and shall survive the sale, transfer, assignment and conveyance of the Trust Property to the Trust pursuant to this Agreement and the pledge of the Trust Property to the Indenture Trustee pursuant to the Indenture:

(a) Organization and Good Standing. The Servicer has been duly organized and is validly existing as a limited liability company in good standing under the laws of the State of Delaware, has the power, authority and legal right to own its properties and to conduct its business as such properties are currently owned and such business is currently conducted and has the power, authority and legal right to acquire, own, sell and service the Receivables and to hold the Receivable Files as custodian on behalf of the Trust.

(b) Due Qualification. The Servicer is duly qualified to do business as a foreign limited liability company in good standing and has obtained all necessary licenses and approvals in each jurisdiction in which the failure to so qualify or to obtain such licenses and approvals would, in the reasonable judgment of the Servicer, materially and adversely affect the performance by the Servicer of its obligations under, or the validity or enforceability of, this Agreement, the Indenture, the Trust Agreement, any of the other Transaction Documents, the Receivables, the Notes or the Certificates.

(c) Power and Authority. The Servicer has the power and authority to execute, deliver and perform its obligations under this Agreement and the other Transaction Documents to which it is a party, and the execution, delivery and performance of this Agreement and the other Transaction Documents to which the Servicer is a party have been duly authorized by the Servicer by all necessary action.

(d) Binding Obligation. This Agreement and the other Transaction Documents to which the Servicer is a party constitute legal, valid and binding obligations of the Servicer, enforceable against the Servicer in accordance with their terms, subject, as to enforceability, to applicable bankruptcy, insolvency, reorganization, conservatorship, receivership, liquidation and other similar laws and to general equitable principles.

(e) No Violation. The execution, delivery and performance by the Servicer of this Agreement and the other Transaction Documents to which the Servicer is a party, the consummation of the transactions contemplated hereby and thereby and the fulfillment of the terms hereof and thereof will not conflict with, result in a breach of any of the terms and provisions of or constitute (with or without notice or lapse of time or both) a default under the certificate of formation or limited liability company agreement of the Servicer or any material indenture, agreement, mortgage, deed of trust or other instrument to which the Servicer is a party or by which the Servicer is bound or to which any of its properties are subject, or result in the creation or imposition of any lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument, or violate any law, order, rule

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or regulation applicable to the Servicer or its properties of any federal or State regulatory body, court, administrative agency or other governmental instrumentality having jurisdiction over the Servicer or any of its properties.

(f) No Proceedings. There are no proceedings or investigations pending, or, to the knowledge of the Servicer, threatened, against the Servicer before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Servicer or its properties (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) seeking any determination or ruling that, in the reasonable judgment of the Servicer would materially and adversely affect the performance by the Servicer of its obligations under, or the validity or enforceability of, this Agreement or the Receivables.

(g) Security Interest Matters. The Servicer has in its possession all original copies of the motor vehicle retail installment sale contracts that constitute or evidence the Receivables. The motor vehicle retail installment sale contracts that constitute or evidence the Receivables do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Depositor, the Trust or the Indenture Trustee.

SECTION 7.2 [Representations and Warranties of Backup Servicer]. [The Backup Servicer makes the following representations and warranties on which the Trust shall be deemed to have relied in accepting the Trust Property. The representations and warranties speak as of the execution and delivery of this Agreement and shall survive the sale, transfer, assignment and conveyance of the Trust Property to the Trust pursuant to this Agreement and the pledge of the Trust Property to the Indenture Trustee pursuant to the Indenture:

(a) Organization and Good Standing. The Backup Servicer has been duly organized and is validly existing as a national banking association in good standing under the laws of the United States, has the power, authority and legal right to own its properties and to conduct its business as such properties are currently owned and such business is currently conducted and has the power, authority and legal right to acquire, own, sell and service the Receivables and to hold the Receivable Files as custodian on behalf of the Trust.

(b) Due Qualification. The Backup Servicer is duly qualified to do business, is in good standing and has obtained all necessary licenses and approvals in each jurisdiction in which the failure to so qualify or to obtain such licenses and approvals would, in the reasonable judgment of the Backup Servicer, materially and adversely affect the performance by the Servicer of its obligations under, or the validity or enforceability of, this Agreement, the Indenture, the Trust Agreement, any of the other Transaction Documents, the Receivables, the Notes or the Certificates.

(c) Power and Authority. The Backup Servicer has the power and authority to execute, deliver and perform its obligations under this Agreement and the other Transaction Documents to which it is a party, and the execution, delivery and performance of this Agreement and the other Transaction Documents to which the Backup Servicer is a party have been duly authorized by the Backup Servicer by all necessary action.

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(d) Binding Obligation. This Agreement and the other Transaction Documents to which the Backup Servicer is a party constitute legal, valid and binding obligations of the Backup Servicer, enforceable against the Backup Servicer in accordance with their terms, subject, as to enforceability, to applicable bankruptcy, insolvency, reorganization, conservatorship, receivership, liquidation and other similar laws and to general equitable principles.

(e) No Violation. The execution, delivery and performance by the Backup Servicer of this Agreement and the other Transaction Documents to which the Backup Servicer is a party, the consummation of the transactions contemplated hereby and thereby and the fulfillment of the terms hereof and thereof will not conflict with, result in a breach of any of the terms and provisions of or constitute (with or without notice or lapse of time or both) a default under the articles of association of the Backup Servicer or any material indenture, agreement, mortgage, deed of trust or other instrument to which the Backup Servicer is a party or by which the Backup Servicer is bound or to which any of its properties are subject, or result in the creation or imposition of any lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument, or violate any law, order, rule or regulation applicable to the Backup Servicer or its properties of any federal or State regulatory body, court, administrative agency or other governmental instrumentality having jurisdiction over the Backup Servicer or any of its properties.

(f) No Proceedings. There are no proceedings or investigations pending, or, to the knowledge of the Backup Servicer, threatened, against the Backup Servicer before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Backup Servicer or its properties (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) seeking any determination or ruling that, in the reasonable judgment of the Backup Servicer would materially and adversely affect the performance by the Backup Servicer of its obligations under, or the validity or enforceability of, this Agreement or the Receivables.]

SECTION 7.3 Liability of Servicer [and Backup Servicer]; Indemnities.

(a) The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement.

(b) The Servicer shall indemnify, defend and hold harmless the Trust, [the Backup Servicer], the Owner Trustee, the Indenture Trustee, [the Swap Counterparty], the Noteholders, the Certificateholders and the Depositor from and against all costs, expenses, losses, claims, damages and liabilities arising out of or incurred in connection with the use, ownership or operation by the Servicer or any Affiliate of the Servicer of a Financed Vehicle.

(c) The Servicer shall indemnify, defend and hold harmless the Trust, [the Backup Servicer], the Owner Trustee and the Indenture Trustee from and against any taxes that may at any time be asserted against any such Person with respect to the transactions contemplated in this Agreement or the other Transaction Documents, including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (including any

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tax imposed under HB3 but, in the case of the Trust, not including any taxes asserted with respect to, and as of the date of, the transfer of the Receivables to the Trust or the issuance and original sale of the Notes or the Certificates or asserted with respect to ownership of the Receivables or federal or other Applicable Tax State income taxes arising out of the transactions contemplated by this Agreement and the other Transaction Documents), and all costs and expenses in defending against such taxes.

(d) The Servicer shall indemnify, defend and hold harmless the Trust, [the Backup Servicer], the Owner Trustee, the Indenture Trustee, [the Swap Counterparty,] the Noteholders, the Certificateholders and the Depositor from and against any loss, liability or expense incurred by reason of the Servicer’s willful misfeasance, bad faith or gross negligence in the performance of its duties under this Agreement or any other Transaction Document to which it is a party or by reason of a reckless disregard of its obligations and duties under this Agreement or any other Transaction Document to which it is a party.

(e) The Servicer shall indemnify, defend and hold harmless [the Backup Servicer], the Owner Trustee and the Indenture Trustee and their respective officers, directors, employees and agents from and against all costs, expenses, losses, claims, damages and liabilities arising out of or incurred in connection with the acceptance or performance of the trusts and duties contained herein and in the Trust Agreement, in the case of the Owner Trustee, and in the Indenture, in the case of the Indenture Trustee, except to the extent that such cost, expense, loss, claim, damage or liability (i) shall be due to the willful misfeasance, bad faith or gross negligence (except for errors in judgment) of [the Backup Servicer], the Owner Trustee or the Indenture Trustee, as applicable, (ii) in the case of [the Backup Servicer], shall arise from the breach by [the Backup Servicer] of any of its representations or warranties set forth in this Agreement, (iii) in the case of the Owner Trustee, shall arise from the breach by the Owner Trustee of any of its representations or warranties set forth in the Trust Agreement, (iv) in the case of the Indenture Trustee, shall arise from the breach by the Indenture Trustee of any of its representations and warranties set forth in the Indenture or (v) relates to any tax other than the taxes with respect to which either the Depositor or the Servicer shall be required to indemnify the Owner Trustee or the Indenture Trustee, as applicable.

(f) For purposes of this Section 7.3, in the event of a termination of the rights and obligations of CarMax (or any successor Servicer, as applicable) as Servicer pursuant to Section 8.1 or a resignation by CarMax (or any successor Servicer, as applicable) as Servicer pursuant to Section 7.7, CarMax (or the successor Servicer, as applicable) shall be deemed to be the Servicer pending appointment of a successor Servicer pursuant to Section 8.2. Indemnification under this Section 7.3 by CarMax (or the successor Servicer, as applicable) as Servicer, with respect to the period such Person was (or was deemed to be) the Servicer, shall survive the termination of such Person as Servicer or a resignation by such Person as Servicer as well as the resignation or removal of the Owner Trustee or the Indenture Trustee and the termination of this Agreement and shall include the reasonable fees and expenses of counsel and expenses of litigation and the fees and expenses of the Owner Trustee and the Indenture Trustee. If the Servicer shall have made any indemnity payments pursuant to this Section 7.3 and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Servicer, without interest.

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(g) [the Backup Servicer] shall indemnify, defend and hold harmless the Trust, the Servicer, the Owner Trustee, the Indenture Trustee, the Noteholders, the Certificateholders and the Depositor from and against any loss, liability or expense incurred by reason of [the Backup Servicer]’s willful misfeasance, bad faith or gross negligence in the performance of its duties under this Agreement or any other Transaction Document to which it is a party or by reason of a reckless disregard of its obligations and duties under this Agreement or any other Transaction Document to which it is a party.

(h) Notwithstanding anything contained herein to the contrary, any indemnification payable by the Servicer to [the Backup Servicer], to the extent not paid by the Servicer, shall be paid solely from the application of Available Funds pursuant to Section 2.8(a)(ii) and (xiv) or Section 5.4(b)(ii) of the Indenture, as applicable.

SECTION 7.4 Merger or Consolidation of, or Assumption of the Obligations of, Servicer [or Backup Servicer]

(a) Any Person (i) into which the Servicer shall be merged or consolidated, (ii) resulting from any merger, conversion or consolidation to which the Servicer shall be a party or (iii) that shall succeed by purchase and assumption to all or substantially all of the business of the Servicer, which Person in any of the foregoing cases is an Eligible Servicer and executes an agreement of assumption to perform every obligation of the Servicer under this Agreement, shall be the successor to the Servicer under this Agreement without the execution or filing of any other document or any further act on the part of any of the parties to this Agreement; provided, however, that (x) the Servicer shall have delivered to the Depositor, [the Backup Servicer], the Owner Trustee, [the Swap Counterparty] and the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such merger, conversion, consolidation or succession and such agreement of assumption comply with this Section 7.4 and (y) the Servicer shall have delivered to the Depositor, [the Backup Servicer], the Owner Trustee, [the Swap Counterparty] and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been authorized and filed that are necessary to fully preserve and protect the interest of the Trust and the Indenture Trustee, respectively, in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to fully preserve and protect such interest. The Servicer shall provide prior written notice of any merger, conversion, consolidation or succession pursuant to this Section 7.4 to the Rating Agencies. Notwithstanding anything to the contrary contained herein, the execution of the foregoing agreement of assumption and compliance with clauses (x) and (y) above shall be conditions to the consummation of the transactions referred to in clauses (i), (ii) and (iii) above.

(b) [Any Person (i) into which the Backup Servicer shall be merged or consolidated, (ii) resulting from any merger, conversion or consolidation to which the Backup Servicer shall be a party or (iii) that shall succeed by purchase and assumption to all or substantially all of the business of the Backup Servicer, which Person in any of the foregoing cases is an Eligible Servicer and executes an agreement of assumption to perform every obligation of the Backup Servicer under this Agreement, shall be the successor to the Backup

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Servicer under this Agreement without the execution or filing of any other document or any further act on the part of any of the parties to this Agreement.]

SECTION 7.5 Limitation on Liability of Servicer, [Backup Servicer] and Others.

(a) Neither the Servicer nor [the Backup Servicer] nor any of the directors, officers, employees or agents of the Servicer or [the Backup Servicer] shall be under any liability to the Trust, the Noteholders or the Certificateholders for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall not protect the Servicer or [the Backup Servicer] or any such Person against any liability that would otherwise be imposed by reason of willful misfeasance or bad faith in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement, or by reason of negligence in the performance of duties under this Agreement (except for errors in judgment). The Servicer and [the Backup Servicer], and their respective directors, officers, employees and agents, may rely in good faith on the advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person in respect of any matters arising under this Agreement.

(b) The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its duties to service the Receivables in accordance with this Agreement and that in its opinion may involve it in any expense or liability; provided, however, that the Servicer may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties to this Agreement and the interests of the Noteholders and the Certificateholders under this Agreement. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Servicer.

(c) [The Backup Servicer shall not be liable for any obligation of the Servicer contained in this Agreement or for any errors of the Servicer contained in any computer tape, certificate or other data or document delivered to the Backup Servicer hereunder or on which the Backup Servicer must rely in order to perform its obligations hereunder, and the Owner Trustee, the Indenture Trustee, the Depositor and the Noteholders shall look only to the Servicer to perform such obligations. The Owner Trustee, the Indenture Trustee, the Backup Servicer, the Depositor and the Noteholders shall have no responsibility and shall not be in default hereunder or incur any liability for any failure, error, malfunction or delay in carrying out any of their respective duties under this Agreement if such failure, error, malfunction or delay results from the Backup Servicer acting in accordance with information prepared or supplied by a Person other than the Backup Servicer (or its contractual agents) or the failure of any such other Person to prepare or provide such information. the Backup Servicer shall have no responsibility, shall not be in default and shall incur no liability for (i) any act or failure to act of any third party (other than its contractual agents), including the Servicer or the Noteholders, (ii) any inaccuracy or omission in a notice or communication received by the Backup Servicer from any third party (other than its contractual agents), (iii) the invalidity or unenforceability of any Receivable under applicable law, (iv) the breach or inaccuracy of any representation or warranty made with respect to any Receivable, or (v) the acts or omissions of any successor Backup Servicer.]

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(d) [The parties expressly acknowledge and consent to [            ], acting in the dual capacity of Backup Servicer and Indenture Trustee and in the possible dual capacity of successor Servicer and Indenture Trustee. [            ], may, in such dual or other capacity, discharge its separate functions fully, without hindrance or regard to conflict of interest principles, duty of loyalty principles or other breach of fiduciary duties to the extent that any such conflict or breach arises from the performance by [            ], of express duties set forth in this Agreement in any of such capacities, all of which defenses, claims or assertions are hereby expressly waived by the other parties hereto and the Noteholders except in the case of gross negligence and willful misconduct by [            ].]

SECTION 7.6 Delegation of Duties. The Servicer may at any time delegate its duties as servicer under this Agreement to third parties; provided, however, that no such delegation shall relieve the Servicer of its responsibilities with respect to such duties and the Servicer shall be solely responsible for the fees of any such third party.

SECTION 7.7 Servicer [and Backup Servicer] Not to Resign.

(a) Subject to the provisions of Section 7.4(a), the Servicer shall not resign from its obligations and duties under this Agreement except (i) upon a determination that the performance of its duties is no longer permissible under applicable law or (ii) upon the appointment of a successor Servicer and satisfaction of the Rating Agency Condition with respect to such resignation and appointment. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Depositor, [the Backup Servicer], the Owner Trustee, [the Swap Counterparty] and the Indenture Trustee. No such resignation shall become effective until [the Backup Servicer] or another successor Servicer shall have (i) assumed the obligations and duties of the Servicer in accordance with Section 8.2 and (ii) become the Administrator under the Administration Agreement pursuant to Section 20 thereof.

(b) [Subject to the provisions of Section 7.4(b), the Backup Servicer shall not resign from its obligations and duties under this Agreement except upon a determination that the performance of its duties is no longer permissible under applicable law. Any such determination permitting the resignation of the Backup Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Depositor, the Servicer, the Owner Trustee and the Indenture Trustee. No such resignation shall become effective until an entity acceptable to the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class shall have assumed the responsibilities and obligations of the Backup Servicer; provided, however, that (i) in the event a successor Backup Servicer is not appointed within sixty (60) days after the Backup Servicer has given notice of its resignation and has provided the Opinion of Counsel required by this Section 7.7(b), the Backup Servicer may petition a court for its removal.]

SECTION 7.8 Servicer May Own Notes or Certificates. The Servicer, and any Affiliate of the Servicer, may, in its individual or any other capacity, become the owner or pledgee of Notes or Certificates with the same rights as it would have if it were not the Servicer or an Affiliate of the Servicer, except as otherwise expressly provided herein (including in the definition of “Note Balance”) or in the other Transaction Documents. Except as otherwise expressly provided herein (including in the definition of “Note Balance”) or in the other

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Transaction Documents, Notes and Certificates so owned by or pledged to the Servicer or such Affiliate shall have an equal and proportionate benefit under the provisions of this Agreement and the other Transaction Documents, without preference, priority or distinction as among the Notes and the Certificates.

ARTICLE VIII

SERVICING TERMINATION

SECTION 8.1 Events of Servicing Termination.

(a) The occurrence of any one of the following events shall constitute an event of servicing termination hereunder (each, an “Event of Servicing Termination”):

(i) any failure by the Servicer to deliver to [the Backup Servicer] (unless [the Backup Servicer] is then acting as the successor Servicer), the Owner Trustee, the Indenture Trustee, the Depositor, the Seller, [the Swap Counterparty,] each Paying Agent or the Rating Agencies the Servicer’s Certificate for any Collection Period, which failure shall continue unremedied beyond the earlier of three (3) Business Days following the date such Servicer’s Certificate was required to be delivered and the Business Day preceding the related Distribution Date, or any failure by the Servicer to make any required payment or deposit under this Agreement, which failure shall continue unremedied beyond the earlier of five (5) Business Days following the date such payment or deposit was due and, in the case of a payment or deposit to be made no later than a Distribution Date or the Business Day preceding a Distribution Date, such Distribution Date or preceding Business Day, as applicable; or

(ii) any failure by the Servicer duly to observe or perform in any material respect any other covenant or agreement in this Agreement, which failure shall materially and adversely affect the rights of the Depositor or the Noteholders and shall continue unremedied for a period of sixty (60) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer by the Depositor, [the Backup Servicer], the Owner Trustee or the Indenture Trustee or to the Depositor, the Seller, the Servicer, [the Backup Servicer], the Owner Trustee and the Indenture Trustee by the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class; or

(iii) any representation or warranty of the Servicer made in this Agreement or in any certificate delivered pursuant hereto or in connection herewith, other than any representation and warranty relating to a Receivable that has been purchased by the Servicer, proving to have been incorrect in any material respect as of the time when the same shall have been made, and the circumstance or condition in respect of which such representation or warranty was incorrect shall not have been eliminated or otherwise cured for a period of thirty (30) days after the date on which written notice of such circumstance or condition, requiring the same to be eliminated or cured, shall have been given to the Servicer by the Depositor, [the Backup Servicer], the Owner Trustee or the Indenture Trustee or to the Depositor, the Seller, the Servicer, [the Backup Servicer], the

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Owner Trustee and the Indenture Trustee by the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class; or

(iv) the entry of a decree or order by a court or agency or supervisory authority of competent jurisdiction for the appointment of a conservator, receiver, liquidator or trustee for the Servicer in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceeding, or for the winding up or liquidation of its affairs, which decree or order continues unstayed and in effect for a period of sixty (60) consecutive days; or

(v) the consent by the Servicer to the appointment of a conservator, receiver, liquidator or trustee in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceeding of or relating to the Servicer or relating to substantially all of its property, the admission in writing by the Servicer of its inability to pay its debts generally as they become due, the filing by the Servicer of a petition to take advantage of any applicable bankruptcy, insolvency or reorganization statute, the making by the Servicer of an assignment for the benefit of its creditors or the voluntary suspension by the Servicer of payment of its obligations; or

(vi) [if CarMax is the Servicer, the occurrence, as of any Distribution Date, of a Special Unrated Servicer Tangible Net Worth Event].

If an Event of Servicing Termination shall have occurred and be continuing, the Indenture Trustee or the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class, in each case by notice then given in writing to the Depositor, the Administrator, the Servicer and [the Backup Servicer] (with a copy to the Indenture Trustee and the Owner Trustee if given by the Noteholders), may terminate all of the rights and obligations of the Servicer under this Agreement; provided, however, that the indemnification obligations of the Servicer under Section 7.3 shall survive such termination. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates, the Trust Property or otherwise, shall pass to and be vested in [the Backup Servicer] or such other successor Servicer as may be appointed under Section 8.2; provided, however, that [the Backup Servicer] or such other successor Servicer shall have no liability with respect to any obligation that was required to be performed by the terminated Servicer prior to the appointment of [the Backup Servicer] or such other successor Servicer or any claim of any third party based on any alleged action or inaction of the terminated Servicer.

(b) The Indenture Trustee and the Owner Trustee shall have no obligation to notify the Noteholders, the Certificateholders or any other Person of the occurrence of any event specified in Section 8.1(a) prior to the continuance of such event through the end of any cure period specified in Section 8.1(a).

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SECTION 8.2 Appointment of Successor Servicer.

(a) Upon the resignation of the Servicer pursuant to Section 7.7 or the termination of the Servicer pursuant to Section 8.1, [the Backup Servicer] shall be the successor in all respects to the outgoing Servicer in its capacity as Servicer under this Agreement and shall be subject to all the obligations and duties placed on the Servicer by the terms and provisions of this Agreement; provided, however, that [the Backup Servicer], as successor Servicer, shall not, in any event, make any Simple Interest Advances pursuant to Section 4.4, shall have no obligations pursuant to Section 3.7 with respect to the repurchase of Receivables and shall have no obligations pursuant to Section 3.8 with respect to the fees and expenses of the Owner Trustee or the Indenture Trustee or the fees and expenses of the Owner Trustee’s attorneys or the Indenture Trustee’s attorneys. Notwithstanding the foregoing, if [the Backup Servicer] is the outgoing Servicer or shall be unwilling or legally unable to act as successor Servicer, the Indenture Trustee shall appoint, or petition a court of competent jurisdiction to appoint, an Eligible Servicer as the successor Servicer under this Agreement. The Indenture Trustee and such successor Servicer shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

(b) The successor Servicer is authorized and empowered to execute and deliver, on behalf of the outgoing Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the transfer of servicing to the successor Servicer, whether to complete the transfer and endorsement of the Receivable Files or the certificates of title to the Financed Vehicles or otherwise. The outgoing Servicer shall cooperate with the Indenture Trustee, the Owner Trustee and such successor Servicer in effecting the termination of its responsibilities and rights as Servicer under this Agreement, including the transfer to the successor Servicer for administration of all cash amounts that are at the time held by the outgoing Servicer for deposit or thereafter shall be received with respect to a Receivable, all Receivable Files and all information or documents that the successor Servicer may require. In addition, the outgoing Servicer shall transfer its electronic records relating to the Receivables to the successor Servicer in such electronic form as the successor Servicer may reasonably request. All reasonable costs and expenses (including reasonable attorneys’ fees) incurred or payable by the successor Servicer in connection with the transfer of servicing (whether due to termination, resignation or otherwise), including allowable compensation of employees and overhead costs incurred or payable in connection with the transfer of the Receivable Files or any amendment to this Agreement required in connection with the transfer of servicing, (the “Transition Costs”) shall be paid by any applicable then outgoing Servicer other than [the Backup Servicer] upon presentation of reasonable documentation of such costs and expenses. Any such Transition Costs not paid by the outgoing Servicer shall be paid solely from the application of Available Funds pursuant to Section 2.8(a)(ii) and (xiii) or Section 5.4(b)(ii) of the Indenture, as applicable.

(c) If [the Backup Servicer] is appointed successor Servicer pursuant to Section 8.2(a), it shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the outgoing Servicer would have been entitled to under this Agreement if such outgoing Servicer had not resigned or been terminated. If a Person other than [the Backup Servicer] is appointed successor Servicer pursuant to Section 8.2(a), the Indenture Trustee may make such arrangements for the compensation of such successor Servicer out of

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collections on or in respect of the Receivables as it and such successor Servicer shall agree; provided, however, that such compensation shall not be greater than that payable to CarMax as Servicer hereunder without the prior consent of the Holders of Notes evidencing at least 51% of the Note Balance of the Controlling Class; and, provided further, that, if a Person other than [the Backup Servicer] is appointed successor Servicer pursuant to Section 8.2(a) because [the Backup Servicer] refuses to act as successor Servicer (in breach of the terms of this Agreement and notwithstanding that it is legally able to do so), [the Backup Servicer] shall be liable for any Additional Servicing Fees with respect to such successor Servicer in an aggregate amount not to exceed $150,000 per year. Notwithstanding anything to the contrary contained herein, in no event shall the Indenture Trustee be liable for any servicing fee or for any differential in the amount of the servicing fee paid hereunder and the amount necessary to induce any successor Servicer to act as successor Servicer hereunder other than pursuant to the preceding sentence if the Indenture Trustee is [the Backup Servicer].

(d) Notwithstanding anything contained in this Agreement to the contrary, the successor Servicer is authorized to accept and rely on all of the accounting records (including computer records) and work of the prior Servicer relating to the Receivables (collectively, the “Predecessor Servicer Work Product”) without any audit or other examination thereof, and the successor Servicer shall have no duty, responsibility, obligation or liability for the acts and omissions of the prior Servicer. If any error, inaccuracy, omission or incorrect or non-standard practice or procedure (collectively, “Errors”) exists in any Predecessor Servicer Work Product and such Error makes it materially more difficult to service or should cause or materially contribute to the successor Servicer making or continuing any Error (collectively, “Continuing Errors”), the successor Servicer shall have no duty, responsibility, obligation or liability for such Continuing Errors; provided, however, that the successor Servicer agrees to use its best efforts to prevent further Continuing Errors. If the successor Servicer becomes aware of Errors or Continuing Errors, it shall, with the prior consent of the Holders of Notes evidencing at least 51% of the Note Balance of the Controlling Class, use its best efforts to reconstruct and reconcile such data as is commercially reasonable to correct such Errors and Continuing Errors and to prevent future Continuing Errors. The successor Servicer shall be entitled to recover its costs expended in connection with such efforts in accordance with Section 2.8(a)(ii) and (xiii) of the Indenture, as applicable.

SECTION 8.3 Effect of Servicing Transfer.

(a) After a transfer of servicing hereunder, the Indenture Trustee or successor Servicer shall notify the Obligors to make directly to the successor Servicer payments that are due under the Receivables after the effective date of such transfer.

(b) Except as provided in Section 8.2, after a transfer of servicing hereunder, the outgoing Servicer shall have no further obligations with respect to the administration, servicing, custody or collection of the Receivables and the successor Servicer shall have all of such obligations, except that the outgoing Servicer will transmit or cause to be transmitted directly to the successor Servicer for its own account, promptly on receipt and in the same form in which received, any amounts or items held by the outgoing Servicer (properly endorsed where required for the successor Servicer to collect any such items) received as payments upon or otherwise in connection with the Receivables.

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(c) Any successor Servicer shall provide the Depositor with access to the Receivable Files and to the successor Servicer’s records (whether written or automated) with respect to the Receivable Files. Such access shall be afforded without charge, but only upon reasonable request and during normal business hours at the offices of the successor Servicer. Nothing in this Section 8.3 shall affect the obligation of the successor Servicer to observe any applicable law prohibiting disclosure of information regarding the Obligors, and the failure of the Servicer to provide access to information as a result of such obligation shall not constitute a breach of this Section 8.3.

(d) Any transfer of servicing hereunder shall not constitute an assumption by the related successor Servicer of any liability of the related outgoing Servicer arising out of any breach by such outgoing Servicer of such outgoing Servicer’s duties hereunder prior to such transfer of servicing.

SECTION 8.4 Notification to Noteholders, Certificateholders and Rating Agencies. Upon any notice of an Event of Servicing Termination or upon any termination of, or any appointment of a successor to, the Servicer pursuant to this Article VIII, the Indenture Trustee shall give prompt written notice thereof to the Noteholders [and the Swap Counterparty] and the Owner Trustee shall give prompt written notice thereof to the Certificateholders, the Administrator and the Rating Agencies.

SECTION 8.5 Waiver of Past Events of Servicing Termination. The Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class may, on behalf of all Noteholders, waive any Event of Servicing Termination and its consequences, except an event resulting from the failure to make any required deposits to or payments from the Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve Account in accordance with this Agreement. Upon any such waiver of an Event of Servicing Termination, such event shall cease to exist, and shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other event or impair any right arising therefrom, except to the extent expressly so waived.

SECTION 8.6 Repayment of Advances. If the identity of the Servicer shall change, the predecessor Servicer shall be entitled to receive reimbursement for outstanding and unreimbursed Simple Interest Advances made pursuant to Section 4.4 by the predecessor Servicer.

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ARTICLE IX

TERMINATION

SECTION 9.1 Optional Purchase of All Receivables.

(a) If, as of the last day of any Collection Period, the Pool Balance shall be less than or equal to 10% of the initial Pool Balance, the Servicer shall have the option to purchase on the following Distribution Date the Owner Trust Estate, other than the Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve Account. To exercise such option, the Servicer shall notify the Depositor, [the Backup Servicer], the Owner Trustee, the Indenture Trustee, [the Swap Counterparty] and the Rating Agencies no later than ten (10) days prior to the Distribution Date on which such repurchase is to be effected and shall deposit into the Collection Account on the Business Day preceding such Distribution Date an amount equal to the aggregate Purchase Amount for the Receivables, plus the appraised value of any other Trust Property, other than the Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee; provided, however, that the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account pursuant to this Section 9.1(a) is at least equal to the sum of all amounts due to the Servicer under this Agreement [plus all amounts due to the Backup Servicer under this Agreement] plus the Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus all amounts due to the Servicer in any outstanding and unreimbursed Simple Interest Advances and any outstanding and unreimbursed Unreimbursed Servicer Advances [plus all amounts owed to the Swap Counterparty under the Swap Agreement, including Monthly Net Swap Payment Amounts and Swap Termination Payment Amounts, if any]. Upon such payment, the Servicer shall succeed to and own all interests in and to the Trust. The aggregate Purchase Amount for such Distribution Date, plus, to the extent necessary, all amounts in the Reserve Account shall be used to make payments in full to the Noteholders in the manner set forth in Article IV.

(b) [RESERVED].

(c) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholders shall succeed to the rights of the Noteholders hereunder and the Indenture Trustee shall continue to carry out its obligations hereunder with respect to the Certificateholders, including making distributions from the Collection Account in accordance with Section 4.6(d) and making withdrawals from the Reserve Account in accordance with Sections 4.6(b) and 4.7.

ARTICLE X

MISCELLANEOUS PROVISIONS

SECTION 10.1 Amendment.

(a) This Agreement may be amended from time to time by the Depositor, the Servicer, [the Backup Servicer] and the Owner Trustee, on behalf of the Trust, with the consent of the Indenture Trustee, but without the consent of any of the Noteholders, to cure any

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ambiguity, to correct or supplement any provision in this Agreement that may be inconsistent with any other provisions in this Agreement or any offering document used in connection with the initial offer and sale of the Notes or to add, change or eliminate any other provisions with respect to matters or questions arising under this Agreement that are not inconsistent with the provisions of this Agreement; provided, however, that (i) no such amendment may materially adversely affect the interests of any Noteholder and (ii) no such amendment will be permitted unless an Opinion of Counsel is delivered to the Depositor, the Owner Trustee, [the Swap Counterparty] and the Indenture Trustee to the effect that such amendment will not cause the Trust to be characterized for federal income tax purposes as an association taxable as a corporation or otherwise have any material adverse impact on the federal income taxation of any Notes Outstanding or any Noteholder.

(b) This Agreement may also be amended from time to time by the Depositor, the Servicer, [the Backup Servicer] and the Owner Trustee, on behalf of the Trust, with the consent of the Indenture Trustee and the consent of the Holders of Notes evidencing at least 66 2/3% of the Note Balance of the Controlling Class, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement, or of modifying in any manner the rights of the Noteholders; provided, however, that (x) no such amendment will be permitted unless an Opinion of Counsel is delivered to the Depositor, the Owner Trustee, [the Swap Counterparty] and the Indenture Trustee to the effect that such amendment will not cause the Trust to be characterized for federal income tax purposes as an association taxable as a corporation or otherwise have any material adverse impact on the federal income taxation of any Notes Outstanding or any Noteholder and (y) that no such amendment may:

(i) increase or reduce in any manner the amount of, or accelerate or delay the timing of, or change the allocation or priority of, collections of payments on or in respect of the Receivables or distributions that are required to be made for the benefit of the Noteholders, or change any Note Rate, without the consent of all Noteholders adversely affected by such amendment [and the Swap Counterparty];

(ii) reduce the percentage of the Note Balance of the Controlling Class the consent of the Holders of which is required for any amendment to this Agreement without the consent of all the Noteholders adversely affected by such amendment; or

(iii) modify or alter the definition of the term “Required Reserve Account Amount” without the consent of all the Noteholders adversely affected by such amendment [and the Swap Counterparty].

(c) An amendment to this Agreement shall be deemed not to materially adversely affect the interests of any Noteholder if (i) the Person requesting such amendment obtains and delivers to the Indenture Trustee and the Owner Trustee an Opinion of Counsel to that effect or (ii) the Rating Agency Condition is satisfied.

(d) Prior to the execution of any amendment or consent pursuant to Section 10.1, the Servicer shall provide written notification of the substance of such amendment or consent to each Rating Agency [and the Swap Counterparty].

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(e) Promptly after the execution of any amendment or consent pursuant to Section 10.1(b), the Owner Trustee shall furnish written notification of the substance of such amendment or consent to each Certificateholder. It shall not be necessary for the consent of the Noteholders pursuant to Section 10.1(b) to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of the Noteholders provided for in this Agreement) and of evidencing the authorization of the execution thereof by the Noteholders shall be subject to such reasonable requirements as the Owner Trustee and the Indenture Trustee may prescribe.

(f) Prior to the execution of any amendment pursuant to Section 10.1, the Depositor, [the Backup Servicer], the Owner Trustee and the Indenture Trustee shall be entitled to receive and rely upon (i) an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and (ii) an Officer’s Certificate of the Servicer that all conditions precedent provided for in this Agreement to the execution of such amendment have been complied with. The Owner Trustee or the Indenture Trustee may, but shall not be obligated to, enter into any such amendment which affects such Owner Trustee’s or Indenture Trustee’s own rights, duties or immunities under this Agreement or otherwise.

(g) The representations and warranties set forth in Sections 2.3(m), 2.3(n) and Section 7.1(g) may not be amended or waived.

(h) [Notwithstanding the foregoing provisions of Section 10.1, this Agreement, or any provision or definition set forth in any other Transaction Document which is incorporated by reference in this Agreement, may only be amended or modified with the prior written consent of the Swap Counterparty if such amendment or modification could have a materially adverse effect on the Swap Counterparty.]

SECTION 10.2 Protection of Title to Trust.

(a) The Depositor or the Servicer, or both, shall authorize and file such financing statements and cause to be authorized and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Trust and the Indenture Trustee for the benefit of the Noteholders in the Receivables and the proceeds thereof. The Depositor or the Servicer, or both, shall deliver (or cause to be delivered) to [the Backup Servicer], the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above as soon as available following such filing.

(b) Neither the Depositor nor the Servicer shall change its name, identity or organizational structure in any manner that would make any financing statement or continuation statement filed by the Depositor or the Servicer in accordance with Section 10.2(a) seriously misleading within the meaning of Section 9-506 of the Relevant UCC, unless it shall have given [the Backup Servicer], the Owner Trustee and the Indenture Trustee at least sixty (60) days’ prior written notice thereof and shall have promptly filed such amendments to previously filed financing statements or continuation statements or such new financing statements as may be

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necessary to continue the perfection of the interest of the Trust and the Indenture Trustee for the benefit of the Noteholders in the Receivables and the proceeds thereof.

(c) Each of the Depositor and the Servicer shall give [the Backup Servicer], the Owner Trustee and the Indenture Trustee at least sixty (60) days’ prior written notice of any change in its name, identity, organizational structure or jurisdiction of organization or any relocation of its principal place of business or chief executive office if, as a result of such change or relocation, the applicable provisions of the Relevant UCC would require the filing of any amendment to any previously filed financing statement or continuation statement or of any new financing statement and shall promptly file any such amendment, continuation statement or new financing statement. The Depositor shall at all times maintain its jurisdiction of organization, its principal place of business and its chief executive office within the United States. The Servicer shall at all times maintain each office from which it shall service Receivables and each office at which the Receivable Files are located within the United States.

(d) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account and the Reserve Account in respect of such Receivable.

(e) The Servicer shall maintain its computer systems so that, from and after the time of the transfer of the Receivables to the Trust pursuant to this Agreement, the Servicer’s master computer records (including any back-up archives) that refer to a Receivable shall indicate clearly and unambiguously the interest of the Trust and the Indenture Trustee in such Receivable and that such Receivable is owned by the Trust and has been pledged to the Indenture Trustee pursuant to the Indenture. Indication of the Trust’s and the Indenture Trustee’s interest in a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, such Receivable shall have been paid in full or repurchased by the Depositor or purchased by the Servicer.

(f) If at any time the Depositor or the Servicer shall propose to sell, grant a security interest in or otherwise transfer any interest in any motor vehicle retail installment sale contract to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, compact disks, records or print-outs (including any restored from back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly and unambiguously that such Receivable has been sold and is owned by the Trust and has been pledged to the Indenture Trustee (unless such Receivable has been paid in full or repurchased by the Depositor or purchased by the Servicer).

(g) The Servicer shall permit [the Backup Servicer], the Owner Trustee, the Indenture Trustee and their respective agents at any time during normal business hours to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any Receivable.

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(h) If the Depositor has repurchased one or more Receivables from the Trust pursuant to Section 2.4 or the Servicer has purchased one or more Receivables from the Trust pursuant to Section 3.7, the Servicer shall, upon request, furnish to [the Backup Servicer], the Owner Trustee and the Indenture Trustee, within ten (10) Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust, together with a reconciliation of such list to the Receivable Schedule and to each of the Servicer’s Certificates furnished before such request indicating removal of Receivables from the Trust.

(i) The Servicer shall deliver to the Depositor and the Depositor shall deliver to [the Backup Servicer], the Owner Trustee, [the Swap Counterparty] and the Indenture Trustee:

(1) promptly after the authorization and delivery of each amendment to any financing statement, an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements have been authorized and filed that are necessary fully to preserve and protect the interest of the Depositor (in the case of an opinion delivered by the Servicer) or the Trust and the Indenture Trustee (in the case of an opinion delivered by the Depositor) in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest; and

(2) within ninety (90) days after the beginning of each calendar year (beginning with the year 20[__]), an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements have been authorized and filed that are necessary fully to preserve and protect the interest of the Depositor (in the case of an opinion delivered by the Servicer) or the Trust and the Indenture Trustee (in the case of an opinion delivered by the Depositor) in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest.

Each Opinion of Counsel referred to in clause (i)(1) or (i)(2) above shall specify any action necessary (as of the date of such opinion) to be taken on or before March 31 of the following year to preserve and protect such interest.

(j) The Depositor shall, to the extent required by applicable law, cause the Notes to be registered with the Commission pursuant to Section 12(b) or Section 12(g) of the Exchange Act within the time periods specified in such sections.

SECTION 10.3 GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES UNDER THIS AGREEMENT SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAWS PROVISIONS THEREOF WHICH MAY REQUIRE THE APPLICATION OF THE LAWS OF ANY OTHER

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JURISDICTION (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

SECTION 10.4 Notices. All demands, notices and other communications under this Agreement shall be in writing, personally delivered, sent by telecopier, email, overnight courier or mailed by certified mail, return receipt requested, and shall be deemed to have been duly given upon receipt (i) in the case of the Depositor, at the following address: 12800 Tuckahoe Creek Parkway, Suite 400, Richmond, Virginia 23238, Attention: Treasurer, (ii) in the case of the Seller, the Servicer or the Administrator, at the following address: 12800 Tuckahoe Creek Parkway, Richmond, Virginia 23238, Attention: Treasury Department, (iii) in the case of the Owner Trustee, at the related Corporate Trust Office, (iv) in the case of [the Backup Servicer] or the Indenture Trustee, at the related Corporate Trust Office, (v) in the case of [            ], at the following address: [            ], [            ], [            ], [            ] [            ], and (vi) in the case of [            ], at the following address: [            ], [            ], [            ], [            ], [            ] [            ], Attention: [            ].

SECTION 10.5 Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Agreement shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement, or of the Notes or the Certificates, or the rights of the Holders thereof.

SECTION 10.6 Assignment. Notwithstanding anything to the contrary contained herein, except as provided in Sections 7.3 and 8.2 and as provided in the provisions of this Agreement concerning the resignation of the Servicer, this Agreement may not be assigned by the Depositor or the Servicer without the prior written consent of the Owner Trustee, the Indenture Trustee and the Holders of Notes evidencing not less than 66 2/3% of the Note Balance of the Controlling Class.

SECTION 10.7 Further Assurances. The Depositor, the Servicer, [the Backup Servicer] and the Trust agree to do and perform, from time to time, any and all acts and to authorize and/or execute any and all further instruments required or reasonably requested by the Owner Trustee or the Indenture Trustee more fully to effect the purposes of this Agreement, including the authorization of any financing statements or continuation statements relating to the Receivables for filing under the provisions of the Relevant UCC of any applicable jurisdiction.

SECTION 10.8 No Waiver; Cumulative Remedies. No failure to exercise and no delay in exercising, on the part of the Depositor, the Servicer, [the Backup Servicer], the Owner Trustee, the Indenture Trustee, the Noteholders or the Certificateholders, any right, remedy, power or privilege hereunder, shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges provided in this Agreement are cumulative and not exhaustive of any rights, remedies, powers and privileges provided by law.

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SECTION 10.9 Third-Party Beneficiaries. This Agreement shall inure to the benefit of and be binding upon the parties hereto, the Owner Trustee, [the Swap Counterparty], the Noteholders, the Certificateholders and their respective successors and permitted assigns. Except as otherwise provided in this Article X, no other Person shall have any right or obligation hereunder. The parties hereto hereby acknowledge and consent to the pledge of this Agreement by the Trust to the Indenture Trustee for the benefit of the Noteholders pursuant to the Indenture.

SECTION 10.10 Actions by Noteholder or Certificateholders.

(a) Wherever in this Agreement a provision is made that an action may be taken or a notice, demand or instruction given by the Noteholders or the Certificateholders, such action, notice or instruction may be taken or given by any Noteholder or any Certificateholder, as applicable, unless such provision requires a specific percentage of the Noteholders or the Certificateholders.

(b) Any request, demand, authorization, direction, notice, consent, waiver or other act by a Noteholder or a Certificateholder shall bind such Noteholder or Certificateholder and every subsequent Holder of such Note or Certificate issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done or omitted to be done by the Owner Trustee, the Indenture Trustee or the Servicer in reliance thereon, whether or not notation of such action is made upon such Note or Certificate.

SECTION 10.11 Counterparts. For the purpose of facilitating the execution of this Agreement and for other purposes, this Agreement may be executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original, and all of which counterparts shall constitute but one and the same instrument.

SECTION 10.12 No Bankruptcy Petition. The Owner Trustee, the Indenture Trustee, the Trust, the Servicer and [the Backup Servicer] each covenants and agrees that it will not at any time institute against, or join any other Person in instituting against, the Depositor or the Trust any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other proceedings under any federal or state bankruptcy or similar law. This Section 10.12 shall survive the resignation or removal of the Owner Trustee under the Trust Agreement and the Indenture Trustee under the Indenture and shall survive the termination of the Trust Agreement and the Indenture.

SECTION 10.13 Limitation of Liability of Owner Trustee and Indenture Trustee.

(a) Notwithstanding anything to the contrary contained herein, this Agreement has been countersigned by the Owner Trustee not in its individual capacity but solely in its capacity as Owner Trustee of the Trust, and in no event shall the Owner Trustee in its individual capacity have any liability for the representations, warranties, covenants, agreements or other obligations of the Trust hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Trust. For all purposes of this Agreement, in the performance of its duties or obligations hereunder or in the performance of any duties or obligations of the Trust hereunder, the Owner

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Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Articles VI, VII and VIII of the Trust Agreement.

(b) Notwithstanding anything to the contrary contained herein, this Agreement has been accepted by the Indenture Trustee not in its individual capacity but solely as Indenture Trustee, and in no event shall the Indenture Trustee in its individual capacity have any liability for the representations, warranties, covenants, agreements or other obligations of the Trust hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Trust.

SECTION 10.14 Regulation AB. The Servicer, [the Backup Servicer], the Owner Trustee and the Indenture Trustee shall cooperate in good faith with the Depositor to ensure compliance by the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. The Servicer, [the Backup Servicer], the Owner Trustee and the Indenture Trustee acknowledge that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel or otherwise. The Servicer, [the Backup Servicer], the Owner Trustee and the Indenture Trustee shall deliver to the Depositor (including any of its assignees or designees) upon request any and all reports, statements, certifications, records and other information necessary in the good faith determination of the Depositor to permit the Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Servicer, [the Backup Servicer], the Owner Trustee, the Indenture Trustee and the Receivables, or the servicing of the Receivables, reasonably believed by the Depositor to be necessary in order to effect such compliance. The Depositor shall not request information or disclosures pursuant to this Section 10.14 other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act or the rules and regulations of the Commission under the Securities Act or the Exchange Act.

[SIGNATURE PAGES FOLLOW]

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IN WITNESS WHEREOF, the Trust, the Depositor and the Servicer have caused this Agreement to be duly executed by their respective officers, thereunto duly authorized, all as of the day and year first above written.

CARMAX AUTO OWNER TRUST 20[    ]-[    ]
By:	[                    ],
	not in its individual capacity but solely as Owner Trustee
By:
	Name:
	Title:

CARMAX AUTO FUNDING LLC, as Depositor
By:
	Name:
	Title:

CARMAX BUSINESS SERVICES, LLC, as Servicer
By:
	Name:
	Title:

[                    ],
as Backup Servicer
By:
	Name:
	Title:

Sale and Servicing Agreement

S-1

Accepted and agreed solely for purposes of Section 10.14:

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

Accepted and agreed:
[                    ],
not in its individual capacity but solely as Indenture Trustee
By:
	Name:
	Title:

Sale and Servicing Agreement

S-2

EX-99.2

EXHIBIT 99.2 – FORM OF RECEIVABLES PURCHASE AGREEMENT

CARMAX BUSINESS SERVICES, LLC,

as Seller,

and

CARMAX AUTO FUNDING LLC,

as Purchaser

RECEIVABLES PURCHASE AGREEMENT

Dated as of [                    ], 20[__]

TABLE OF CONTENTS

		Page
ARTICLE I
DEFINITIONS
SECTION 1.1	Definitions		1
SECTION 1.2	Other Definitional Provisions		4
ARTICLE II
CONVEYANCE OF RECEIVABLES
SECTION 2.1	Sale and Conveyance of Receivables		4
SECTION 2.2	Receivables Purchase Price; Payments on the Receivables		5
SECTION 2.3	Transfer of Receivables		5
SECTION 2.4	Examination of Receivable Files		6
SECTION 2.5	Expenses		6
ARTICLE III
REPRESENTATIONS AND WARRANTIES
SECTION 3.1	Representations and Warranties of the Purchaser		6
SECTION 3.2	Representations and Warranties of the Seller		7
ARTICLE IV
CONDITIONS
SECTION 4.1	Conditions to Obligation of the Purchaser		13
SECTION 4.2	Conditions to Obligation of the Seller		14
ARTICLE V
COVENANTS OF THE SELLER
SECTION 5.1	Protection of Right, Title and Interest in, to and Under the Receivables		15
SECTION 5.2	Security Interests		16
SECTION 5.3	Delivery of Payments		16
SECTION 5.4	No Impairment		16
SECTION 5.5	Costs and Expenses		16
SECTION 5.6	Hold Harmless		17
ARTICLE VI
MISCELLANEOUS PROVISIONS
SECTION 6.1	Amendment		17
SECTION 6.2	Termination		17
SECTION 6.3	Governing Law		18
SECTION 6.4	Notices		18
SECTION 6.5	Severability of Provisions		18

		Page
SECTION 6.6	Further Assurances		18
SECTION 6.7	No Waiver; Cumulative Remedies		18
SECTION 6.8	Counterparts		18
SECTION 6.9	Third-Party Beneficiaries		18
SECTION 6.10	Headings and Table of Contents		19
SECTION 6.11	Representations, Warranties and Agreements to Survive		19
SECTION 6.12	No Proceedings		19
SECTION 6.13	Accountant’s Letters		19
SECTION 6.14	Obligations of Purchaser		19

SCHEDULES

SCHEDULE A Receivables Schedule

EXHIBITS

EXHIBIT A	Bill of Sale and Assignment
EXHIBIT B	Form of Retail Installment Sale Contract

RECEIVABLES PURCHASE AGREEMENT

This Receivables Purchase Agreement, dated as of [                    ], 20[__], is between CarMax Business Services, LLC, a Delaware limited liability company (“CarMax”), as seller (the “Seller”), and CarMax Auto Funding LLC, a Delaware limited liability company (“CarMax Funding”), as purchaser (the “Purchaser”).

WHEREAS, in the regular course of business, CarMax Auto Superstores, Inc., a Virginia corporation (“CarMax Auto”), and certain affiliates of CarMax Auto originate motor vehicle retail installment sale contracts secured by new and used motor vehicles;

WHEREAS, the Seller intends to convey all of its right, title and interest in and to contracts having an aggregate outstanding principal balance of $[            ] as of the close of business on [                    ], 20[__] (the “Receivables”) to the Purchaser and, concurrently with its purchase of the Receivables, the Purchaser intends to convey all of its right, title and interest in and to the Receivables to CarMax Auto Owner Trust 20[__]-[__], as issuer (the “Issuer”), pursuant to a Sale and Servicing Agreement, dated as of [                    ], 20[__] (the “Sale and Servicing Agreement”), among the Issuer, CarMax Funding, as depositor, CarMax, as servicer, [and [                    ], a [                    ], as backup servicer]; and

WHEREAS, the Seller and the Purchaser wish to set forth the terms pursuant to which the Receivables are to be sold by the Seller to the Purchaser;

NOW, THEREFORE, in consideration of the mutual terms and covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1.1 Definitions. Whenever used in this Agreement, the following words and phrases shall have the following meanings:

“Agreement” shall mean this Receivables Purchase Agreement and all amendments hereof and supplements hereto.

“Base Prospectus” shall mean the prospectus, dated [                    ], 20[__], of the Purchaser relating to the public offering by the Purchaser of the Notes.

“Bill of Sale” shall mean the Bill of Sale and Assignment, substantially in the form attached as Exhibit A.

“CarMax” shall mean CarMax Business Services, LLC, a Delaware limited liability company, and its successors.

“CarMax Auto” shall mean CarMax Auto Superstores, Inc., a Virginia corporation, and its successors.

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

“CarMax Funding II” shall mean CarMax Funding II, LLC, a Delaware limited liability company, and its successors.

“Class A Notes” shall mean the Class A-1 Notes, the Class A-2[a] Notes, [the Class A-2b Notes], the Class A-3 Notes and the Class A-4 Notes issued pursuant to the Indenture.

“Class B Notes” shall mean the Class B Notes issued pursuant to the Indenture.

“Class C Notes” shall mean the Class C Notes issued pursuant to the Indenture.

[“Class D Notes” shall mean the Class D Notes issued pursuant to the Indenture.]

“Closing Date” shall mean [                    ], 20[__].

“Cutoff Date” shall mean [                    ], 20[__].

“Delaware Trustee” shall mean [                        ], a Delaware [                        ], as Delaware trustee under the Trust Agreement, and its successors in such capacity.

“Depositor” shall mean CarMax Funding, in its capacity as Depositor under the Trust Agreement, and its successors in such capacity.

“Indenture” shall mean the Indenture, dated as of [                    ], 20[__], between the Issuer and the Indenture Trustee, as amended, supplemented or otherwise modified and in effect from time to time.

“Indenture Trustee” shall mean [                    ], a [                    ], as indenture trustee under the Indenture, and its successors in such capacity.

“Initial Reserve Account Deposit” shall mean $[            ].

“Issuer” shall mean CarMax Auto Owner Trust 20[__]-[__], a Delaware statutory trust, and its successors.

“Noteholders” shall mean the registered holders of the Notes.

“Notes” shall mean the Class A Notes, the Class B Notes, the Class C Notes and [the Class D Notes].

“Owner Trustee” shall mean [                    ], a [                    ], as owner trustee under the Trust Agreement, and its successors in such capacity.

“Prospectus” shall mean the Prospectus Supplement and the Base Prospectus.

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“Prospectus Supplement” shall mean the final prospectus supplement, dated [                    ], 20[__], of the Purchaser relating to the public offering by the Purchaser of the Class A Notes, the Class B Notes, the Class C Notes [and the Class D Notes].

“Purchaser” shall mean CarMax Funding, in its capacity as purchaser of the Receivables under this Agreement, and its successors in such capacity.

“Receivables” shall mean the motor vehicle retail installment sale contracts sold by the Seller to the Purchaser pursuant to this Agreement and identified on the Receivables Schedule.

“Receivables Purchase Price” shall mean $[            ].

“Receivables Schedule” shall mean the schedule of receivables attached as Schedule A, as amended, supplemented or otherwise modified and in effect from time to time.

“Representative” shall mean [                    ], a [                    ], as representative of the Underwriters.

“Sale and Servicing Agreement” shall have the meaning specified in the recitals.

“Seller” shall mean CarMax, in its capacity as seller of the Receivables under this Agreement, and its successors in such capacity.

“State” shall mean any of the 50 states of the United States or the District of Columbia.

“Transaction Documents” shall mean this Agreement, the Trust Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement and the other documents and certificates delivered in connection therewith, in each case as amended, supplemented or otherwise modified and in effect from time to time.

“Trust Agreement” shall mean the Trust Agreement, dated as of [                    ], 20[__], among CarMax Funding, the Delaware Trustee and the Owner Trustee, as amended and restated by the Amended and Restated Trust Agreement, dated as of [                    ], 20[__], among CarMax Funding, the Delaware Trustee and the Owner Trustee.

“Trustee” shall mean either the Owner Trustee or the Indenture Trustee, as the context requires.

“UCC” shall mean the Uniform Commercial Code as in effect in the applicable jurisdiction.

“Underwriters” shall mean the underwriters named in Schedule A to the Underwriting Agreement.

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“Underwriting Agreement” shall mean the Underwriting Agreement, dated [                    ], 20[__], among CarMax Funding, CarMax and the Representative, relating to the purchase of the Notes by the Underwriters from CarMax Funding.

SECTION 1.2 Other Definitional Provisions.

(a) Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the Sale and Servicing Agreement.

(b) The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement; Section, subsection, Schedule and Exhibit references contained in this Agreement are references to Sections, subsections, Schedules and Exhibits in or to this Agreement unless otherwise specified; the term “proceeds” shall have the meaning set forth in the applicable UCC; and the word “including” shall mean including without limitation.

ARTICLE II

CONVEYANCE OF RECEIVABLES

SECTION 2.1 Sale and Conveyance of Receivables.

(a) On the Closing Date, subject to the terms and conditions of this Agreement, the Seller hereby agrees to sell, transfer, assign, set over and otherwise convey to the Purchaser, and the Purchaser hereby agrees to purchase from the Seller, without recourse (subject to the Seller’s obligations hereunder and the satisfaction of the conditions set forth in Section 4.1), all of the right, title and interest of the Seller, whether now owned or hereafter acquired, in, to and under the following:

(i) the Receivables;

(ii) all amounts received on or in respect of the Receivables (including proceeds of the repurchase of Receivables by the Seller pursuant to Section 3.2(f)) after the Cutoff Date;

(iii) the security interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles;

(iv) all proceeds from claims on or refunds of premiums of any physical damage or theft insurance policies covering the Financed Vehicles and any proceeds or refunds of premiums of any credit life or credit disability insurance policies relating to the Financed Vehicles or the Obligors;

(v) the Receivable Files;

(vi) the right to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed by or on behalf of the Issuer; and

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(vii) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property; all accounts, general intangibles, chattel paper, instruments, documents, money, investment property, deposit accounts, letters of credit, letter-of-credit rights, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations; and all other property which at any time constitutes all or part of or is included in the proceeds of any of the foregoing.

(b) The parties hereto intend that the conveyance of the Receivables and related property hereunder be a sale and not a loan. In the event that the conveyance hereunder is not for any reason considered a sale, the Seller hereby grants to the Purchaser a first priority perfected security interest in all of the Seller’s right, title and interest in, to and under the Receivables and all other property conveyed hereunder and listed in this Section 2.1 and all proceeds of any of the foregoing. The parties intend that this Agreement constitute a security agreement under applicable law. Such grant is made to secure the payment of all amounts payable hereunder, including the Receivables Purchase Price. If such conveyance is for any reason considered to be a loan and not a sale, the Seller consents to the Purchaser transferring such security interest in favor of the Indenture Trustee and transferring the obligations secured thereby to the Indenture Trustee.

(c) The Seller agrees to treat the transfer of the Receivables and the related property contemplated by this Section 2.1 for all purposes as an absolute transfer on all relevant books, records and other applicable documents.

SECTION 2.2 Receivables Purchase Price; Payments on the Receivables.

(a) On the Closing Date, in exchange for the Receivables and other assets described in Section 2.1, the Purchaser shall pay to the Seller the Receivables Purchase Price. An amount equal to $[            ] of the Receivables Purchase Price shall be paid by the Purchaser to the Seller in cash or immediately available funds. The remainder of the Receivables Purchase Price shall be paid by crediting the Seller with a contribution to the capital of the Purchaser. The Purchaser shall deposit, from funds it receives from the issuance of the Notes, an amount equal to the Initial Reserve Account Deposit into the Reserve Account, which amount shall be an asset of the Issuer.

(b) The Purchaser shall be entitled to, and shall convey such right to the Owner Trustee pursuant to the Sale and Servicing Agreement, all payments of principal and interest on or in respect of the Receivables received after the Cutoff Date.

SECTION 2.3 Transfer of Receivables. Pursuant to the Sale and Servicing Agreement, the Purchaser will assign all of its right, title and interest in, to and under the Receivables and other assets described in Section 2.1 to the Issuer. The parties hereto acknowledge that the Issuer will pledge its rights in, to and under the Receivables and other assets described in Section 2.1 to the Indenture Trustee pursuant to the Indenture. The Purchaser has the right to assign its interest under this Agreement as may be required to effect the purposes

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of the Sale and Servicing Agreement, without the consent of the Seller, and the Owner Trustee as assignee shall succeed to the rights and obligations hereunder of the Purchaser.

SECTION 2.4 Examination of Receivable Files. The Seller will make the Receivable Files available to the Purchaser or its agent for examination during normal business hours at the Seller’s offices or such other location as otherwise shall be agreed upon by the Purchaser and the Seller.

SECTION 2.5 Expenses. The Seller will reimburse the Purchaser for expenses of the Purchaser in connection with the sale of the Notes, including expenses which are reimbursable to the Underwriters by the Purchaser pursuant to the Underwriting Agreement.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

SECTION 3.1 Representations and Warranties of the Purchaser. The Purchaser hereby makes the following representations and warranties to the Seller as of the date of this Agreement and as of the Closing Date:

(a) Organization and Good Standing. The Purchaser is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware, and has power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted, and had at all relevant times, and shall have, power, authority and legal right to acquire, own and sell the Receivables.

(b) Power and Authority; Binding Obligation. The Purchaser has the power and authority to execute and deliver this Agreement and to carry out its terms; and the execution, delivery and performance of this Agreement has been duly authorized by the Purchaser by all necessary action. This Agreement constitutes the legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, subject, as to enforceability, to applicable bankruptcy, insolvency, reorganization, conservatorship, receivership, liquidation and other similar laws and to general equitable principles.

(c) No Violation. The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof shall not conflict with, result in any breach of any of the terms and provisions of, nor constitute (with or without notice or lapse of time) a default under, the limited liability company agreement or certificate of formation of the Purchaser, or conflict with or breach any of the material terms or provisions of, or constitute (with or without notice or lapse of time) a default under, any indenture, agreement or other instrument to which the Purchaser is a party or by which it may be bound.

(d) No Proceedings. There are no proceedings or investigations pending, or, to the knowledge of the Purchaser, threatened, against the Purchaser before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Purchaser or its properties (i) asserting the invalidity of this

6

Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) seeking any determination or ruling that, in the reasonable judgment of the Purchaser would materially and adversely affect the performance by the Purchaser of its obligations under, or the validity or enforceability of, this Agreement or the Receivables.

SECTION 3.2 Representations and Warranties of the Seller.

(a) The Seller hereby makes the following representations and warranties to the Purchaser as of the date of this Agreement and as of the Closing Date:

(i) Organization and Good Standing. The Seller is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware, and has power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted, and had at all relevant times, and shall have, power, authority and legal right to acquire, own and sell the Receivables.

(ii) Power and Authority; Binding Obligation. The Seller has the power and authority to execute and deliver this Agreement and to carry out its terms; and the execution, delivery and performance of this Agreement has been duly authorized by the Seller by all necessary action. This Agreement constitutes the legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, subject, as to enforceability, to applicable bankruptcy, insolvency, reorganization, conservatorship, receivership, liquidation and other similar laws and to general equitable principles.

(iii) No Violation. The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof shall not conflict with, result in any breach of any of the terms and provisions of, nor constitute (with or without notice or lapse of time) a default under, the certificate of formation or limited liability company agreement of the Seller, or conflict with or breach any of the material terms or provisions of, or constitute (with or without notice or lapse of time) a default under, any indenture, agreement or other instrument to which the Seller is a party or by which it may be bound.

(iv) No Proceedings. There are no proceedings or investigations pending, or, to the knowledge of the Seller, threatened, against the Seller before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Seller or its properties (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) seeking any determination or ruling that, in the reasonable judgment of the Seller would materially and adversely affect the performance by the Seller of its obligations under, or the validity or enforceability of, this Agreement or the Receivables.

(v) No Tax Liens. The Seller is not aware of any material judgment or tax lien filings against the Seller.

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(b) The Seller hereby makes the following representations and warranties to the Purchaser as of the date of this Agreement and as of the Closing Date, which representations and warranties shall remain operative and in full force and effect, shall survive the transfer and conveyance of the Receivables and other assets described in Section 2.1 by the Seller to the Purchaser and by the Purchaser to the Issuer and shall inure to the benefit of the Purchaser, the Trustees and the Noteholders:

(i) Characteristics of Receivables. Each Receivable (i) has been originated by CarMax Auto or an Affiliate of CarMax Auto in the ordinary course of business in connection with the sale of a new or used motor vehicle and has been fully and properly executed by the parties thereto, (ii) contains customary and enforceable provisions such that the rights and remedies of the holder thereof are adequate for realization against the collateral of the benefits of the security, (iii) provides for level monthly payments that fully amortize the Amount Financed by maturity (except that the period between the date of such Receivable and the date of the first Scheduled Payment may be less than or greater than one month and the amount of the first and last Scheduled Payments may be less than or greater than the level payments) and yield interest at the related APR, (iv) provides for, in the event that such Receivable is prepaid, a prepayment that fully pays the Principal Balance of such Receivable with interest at the related APR through the date of payment, (v) is a retail installment sale contract substantially in the form of Exhibit B, (vi) is secured by a new or used motor vehicle that had not been repossessed as of the Cutoff Date, (vii) is a Simple Interest Receivable, (viii) relates to an Obligor who has made at least one payment under such Receivable as of the Cutoff Date and (ix) relates to an Obligor whose mailing address is located in any State.

(ii) Receivable Schedule. The information set forth in the Receivable Schedule was true and correct in all material respects as of the opening of business on the Cutoff Date, and no selection procedures believed to be adverse to the Depositor and/or the Noteholders were utilized in selecting the Receivables from those retail installment sale contracts which met the criteria contained in this Agreement. The information set forth in the compact disk or other listing regarding the Receivables made available to the Depositor and its assigns (which compact disk or other listing is required to be delivered as specified herein) is true and correct in all material respects.

(iii) Compliance with Law. Each Receivable and the sale of the related Financed Vehicle complied, at the time such Receivable was originated and complies, as of the Closing Date, in all material respects with all requirements of applicable federal, State and local laws, and regulations thereunder, including usury laws, the Federal Truth-in-Lending Act, the Equal Credit Opportunity Act, the Fair Credit Reporting Act, the Fair Debt Collection Practices Act, the Federal Trade Commission Act, the Magnuson-Moss Warranty Act, the Federal Reserve Board’s Regulations B and Z, the Servicemembers Civil Relief Act, State adaptations of the National Consumer Act and the Uniform Consumer Credit Code and any other consumer credit, equal opportunity and disclosure laws applicable to such Receivable and sale.

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(iv) Binding Obligation. Each Receivable represents the genuine, legal, valid and binding payment obligation in writing of the related Obligor, enforceable by the holder thereof in all material respects in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity.

(v) No Government Obligor. No Receivable is due from the United States or any State or from any agency, department or instrumentality of the United States or any State.

(vi) Security Interest in Financed Vehicles. Immediately prior to the transfer of the Receivables by the Seller to the Depositor, each Receivable was secured by a valid, binding and enforceable first priority perfected security interest in favor of the Seller in the related Financed Vehicle, which security interest has been validly assigned by the Seller to the Depositor. The Servicer has received, or will receive within 180 days after the Closing Date, the original certificate of title for each Financed Vehicle (other than any Financed Vehicle that is subject to a certificate of title statute or motor vehicle registration law that does not require that the original certificate of title for such Financed Vehicle be delivered to the Seller).

(vii) Receivables in Force. No Receivable has been satisfied, subordinated or rescinded, nor has any Financed Vehicle been released in whole or in part from the Lien granted by the related Receivable.

(viii) No Waiver. No provision of any Receivable has been waived in such a manner that such Receivable fails to meet all of the representations and warranties made by the Seller in this Section 3.2(b) with respect thereto.

(ix) No Defenses. No Receivable is subject to any right of rescission, setoff, counterclaim or defense, including the defense of usury, and the operation of any of the terms of any Receivable, or the exercise of any right thereunder, will not render such Receivable unenforceable in whole or in part or subject to any right of rescission, setoff, counterclaim or defense, including the defense of usury, and the Seller has no knowledge of any such right of rescission, setoff, counterclaim or defense being asserted or threatened with respect to any Receivable.

(x) No Liens. The Seller has no knowledge of any liens or claims that have been filed, including liens for work, labor or materials or for unpaid State or federal taxes, relating to any Financed Vehicle that are prior to, or equal or coordinate with, the security interest in such Financed Vehicle created by the related Receivable.

(xi) No Default. Except for payment defaults continuing for a period of not more than 30 days as of the Cutoff Date, the Seller has no knowledge that any default, breach, violation or event permitting acceleration under the terms of any Receivable has occurred or that any continuing condition that with notice or the lapse of time or both would constitute a default, breach, violation or event permitting acceleration

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under the terms of any Receivable has arisen, and the Seller has not waived any such event or condition.

(xii) Title. The Seller intends that the transfer of the Receivables contemplated by Section 2.1 constitute a sale of the Receivables from the Seller to the Depositor and that the beneficial interest in, and title to, the Receivables not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. The Seller has not sold, transferred, assigned or pledged any Receivable to any Person other than the Depositor. Immediately prior to the transfer of the Receivables contemplated by Section 2.1, the Seller had good and marketable title to the Receivables free and clear of any Lien, claim or encumbrance of any Person and, immediately upon such transfer, the Depositor shall have good and marketable title to the Receivables free and clear of any Lien, claim or encumbrance of any Person.

(xiii) Security Interest Matters. This Agreement creates a valid and continuing “security interest” (as defined in the Relevant UCC) in the Receivables in favor of the Depositor, which security interest is prior to all other Liens and is enforceable as such against creditors of and purchasers from the Seller. With respect to each Receivable, the Seller has taken all steps necessary to perfect its security interest against the related Obligor in the related Financed Vehicle. The Receivables constitute “tangible chattel paper” (as defined in the Relevant UCC). The Seller has caused or will cause prior to the Closing Date the filing of all appropriate financing statements in the proper filing offices in the appropriate jurisdictions under applicable law necessary to perfect the security interest in the Receivables granted to the Depositor under this Agreement. Other than the security interest granted to the Depositor under this Agreement, the Seller has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Receivables. The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Receivables other than any financing statement relating to the security interest granted to the Depositor under this Agreement or that has been terminated. The motor vehicle retail installment sale contracts that constitute or evidence the Receivables do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Depositor, the Issuer or the Indenture Trustee. The Seller is not aware of any judgment or tax lien filings against the Seller.

(xiv) Financing Statements. All financing statements filed or to be filed against the Seller in favor of the Indenture Trustee (as assignee of the Depositor and the Issuer) contain a statement substantially to the following effect: “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the Indenture Trustee.”

(xv) Valid Assignment. No Receivable has been originated in, or is subject to the laws of, any jurisdiction under which the sale, transfer, assignment and conveyance of such Receivable under this Agreement or the Sale and Servicing Agreement or the pledge of such Receivable under the Indenture is unlawful, void or voidable or under which such Receivable would be rendered void or voidable as a result of any such sale,

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transfer, assignment, conveyance or pledge. The Seller has not entered into any agreement with any account debtor that prohibits, restricts or conditions the assignment of the Receivables.

(xvi) One Original. There is only one original executed copy of each Receivable.

(xvii) Principal Balance. Each Receivable had an original Principal Balance of not more than $[            ] and a remaining Principal Balance as of the Cutoff Date of not less than $[            ].

(xviii) No Bankrupt Obligors. As of the Cutoff Date, no Receivable was due from an Obligor that was the subject of a proceeding under the Bankruptcy Code of the United States or was bankrupt.

(xix) New and Used Vehicles. As of the Cutoff Date, approximately [            ]% of the Pool Balance related to Receivables secured by new Financed Vehicles and approximately [    ]% of the Pool Balance related to Receivables secured by used Financed Vehicles.

(xx) Origination. Each Receivable was originated after [            ], 20[__].

(xxi) Term to Maturity. Each Receivable had an original term to maturity of not more than 72 months and not less than [__] months and a remaining term to maturity as of the Cutoff Date of not more than [__] months and not less than three months.

(xxii) Weighted Average Remaining Term to Maturity. As of the Cutoff Date, the weighted average remaining term to maturity of the Receivables was approximately [            ] months.

(xxiii) Annual Percentage Rate. Each Receivable has an APR of at least [    ]% and not more than [    ]%.

(xxiv) Location of Receivable Files. The Receivable Files are maintained at the location listed in Schedule 2 to the Sale and Servicing Agreement.

(xxv) Simple Interest Method. All payments with respect to the Receivables have been allocated consistently in accordance with the Simple Interest Method.

(xxvi) No Delinquent Receivables. As of the Cutoff Date, no payment due under any Receivable was more than 30 days past due.

(xxvii) Insurance. Each Obligor has obtained or agreed to obtain physical damage insurance (which insurance shall not be force placed insurance) covering the related Financed Vehicle in accordance with the Seller’s normal requirements.

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(xxviii) Fair Market Value. The Receivables Purchase Price represents the fair market value of the Receivables.

(xxix) Custodial Agreements. Immediately prior to the transfer of the Receivables by the Seller to the Depositor, the Seller or an Affiliate of the Seller had possession of the Receivable Files and there were no, and there will not be any, custodial agreements in effect materially adversely affecting the right or ability of the Seller to make, or cause to be made, any delivery required under this Agreement.

(xxx) Bulk Transfer Laws. The transfer of the Receivables and the Receivable Files by the Seller to the Depositor pursuant to this Agreement is not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction.

(c) The Seller shall indemnify the Purchaser and hold the Purchaser harmless against any losses, penalties, fines, forfeitures, legal fees and related costs, judgments and other costs and expenses resulting from any third party claim, demand, defense or assertion based on or grounded upon, or resulting from, a breach of the Seller’s representations and warranties set forth in Section 3.2(b). The Trustees shall also have the remedies provided in the Sale and Servicing Agreement.

(d) Any cause of action against the Seller relating to or arising out of the breach of any of its representations and warranties set forth in Section 3.2(b) shall accrue as to any Receivable upon (i) discovery of such breach by the Purchaser or either Trustee or notice thereof by the Seller to the Purchaser, (ii) failure by the Seller to cure such breach and (iii) demand upon the Seller by the Purchaser for all amounts payable in respect of such Receivable under this Agreement.

(e) The Purchaser or the Seller, as the case may be, shall inform the other parties promptly, in writing, upon discovery of any breach of the Seller’s representations and warranties set forth in Section 3.2(b) which materially and adversely affects the interests of the Noteholders in any Receivable.

(f) If a breach of any representation or warranty set forth in Section 3.2(b) which materially and adversely affects the interests of the Purchaser, the Issuer or the Noteholders in any Receivable shall not have been cured by the close of business on the last day of the Collection Period which includes the thirtieth day after the date on which the Seller becomes aware of, or receives written notice from the Servicer, the Purchaser or the Owner Trustee of, such breach or failure, the Seller shall repurchase such Receivable from the Purchaser on the Distribution Date following such Collection Period. In consideration for the repurchase of any such Receivable, the Seller shall remit the Purchase Amount of such Receivable to the Purchaser. Upon any such repurchase, the Purchaser shall, without further action, be deemed to transfer, assign, set-over and otherwise convey to the Seller, without recourse, representation or warranty, all the right, title and interest of the Purchaser in, to and under such repurchased Receivable and all other related assets described in Section 2.1. The Purchaser shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the Seller to effect the conveyance of such Receivable pursuant to

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this Section 3.2(f). The sole remedy of the Purchaser with respect to a breach of the Seller’s representations and warranties set forth in Section 3.2(b) shall be to require the Seller to repurchase the related Receivables pursuant to this Section 3.2(f).

ARTICLE IV

CONDITIONS

SECTION 4.1 Conditions to Obligation of the Purchaser. The obligation of the Purchaser to purchase the Receivables from the Seller on the Closing Date is subject to the satisfaction of the following conditions:

(a) Representations and Warranties True. The representations and warranties of the Seller contained herein and in the other Transaction Documents shall be true and correct on the Closing Date with the same effect as if made on the Closing Date, and each of the Seller and the Servicer shall have performed all obligations to be performed by it hereunder and under the other Transaction Documents on or before the Closing Date.

(b) Computer Files Marked. The Seller shall, at its own expense, on or before the Closing Date, indicate in its computer files that the Receivables have been sold to the Purchaser pursuant to this Agreement and deliver to the Purchaser the Receivables Schedule, certified by an officer of the Seller to be true, correct and complete.

(c) Release of Lenders. The Seller shall obtain executed release agreements and UCC partial releases with respect to the Receivables from [                        ] (and certain other parties) and [                        ], in each case in form and substance satisfactory to the Purchaser.

(d) Documents to be Delivered. The Purchaser shall have received the following, all of which shall be dated as of the Closing Date or such other date as specified:

(i) the Receivables Schedule;

(ii) an Officer’s Certificate of the Seller, in form and substance previously approved by the Purchaser and its counsel, as to, among other things, the representations and warranties of the Seller and satisfaction of conditions precedent;

(iii) an opinion or opinions of counsel for the Seller, in form and substance previously approved by the Purchaser and its counsel, addressed to the Purchaser;

(iv) [RESERVED];

(v) copies of resolutions of the manager of the Seller approving the execution, delivery and performance of the Transaction Documents to which the Seller is a party, and the performance of the transactions contemplated hereunder and thereunder, certified by the Secretary or an Assistant Secretary of the Seller;

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(vi) copies of the certificate of formation of the Seller, together with all amendments, revisions and supplements thereto, certified by the Delaware Secretary of State as of a recent date, and a certificate of good standing from the Delaware Secretary of State, dated as of a recent date, to the effect that the Seller has been duly formed, is in good standing and has a legal existence;

(vii) UCC search reports from the appropriate offices in Delaware as to the Seller;

(viii) reliance letters to each opinion of counsel to the Seller or the Servicer delivered to Standard & Poor’s or Moody’s in connection with the purchase of the Receivables hereunder or the issuance or sale of the Notes;

(ix) a financing statement to be filed with the Delaware Secretary of State, naming the Seller, as seller/debtor, the Purchaser, as purchaser/assignor secured party, and the Indenture Trustee, as secured party/total assignee, naming the Receivables and the related property described in Section 2.1 as collateral and meeting the requirements of the laws of each such jurisdiction and in such manner as is necessary to perfect the sale, transfer, assignment and conveyance of the Receivables to the Purchaser;

(x) the Bill of Sale; and

(xi) such other documents, certificates and opinions as may be reasonably requested by the Purchaser or its counsel.

(e) Execution of Transaction Documents. The Transaction Documents shall have been executed and delivered by the parties thereto.

(f) Other Transactions. The transactions contemplated by the Transaction Documents and the Underwriting Agreement shall be consummated on the Closing Date.

SECTION 4.2 Conditions to Obligation of the Seller. The obligation of the Seller to sell the Receivables to the Purchaser on the Closing Date is subject to the satisfaction of the following conditions:

(a) Representations and Warranties True. The representations and warranties of the Purchaser contained herein and in the other Transaction Documents shall be true and correct on the Closing Date with the same effect as if then made, and the Purchaser shall have performed all obligations to be performed by it hereunder and under the other Transaction Documents on or before the Closing Date.

(b) Payment of Receivables Purchase Price. In consideration of the sale of the Receivables from the Seller to the Purchaser as provided in Section 2.1, on the Closing Date the Purchaser shall have paid to the Seller the Receivables Purchase Price.

(c) Opinions of Purchaser. An opinion or opinions of counsel for the Purchaser addressed to the Seller and the Underwriters shall have been delivered.

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ARTICLE V

COVENANTS OF THE SELLER

SECTION 5.1 Protection of Right, Title and Interest in, to and Under the Receivables.

(a) The Seller, at its expense, shall cause all financing statements and continuation statements and any other necessary documents covering the Purchaser’s right, title and interest in, to and under the Receivables and other property conveyed by the Seller to the Purchaser hereunder to be promptly authorized, recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve and protect the right, title and interest of the Purchaser hereunder to the Receivables and such other property. The Seller shall deliver to the Purchaser file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. The Purchaser shall cooperate fully with the Seller in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this subsection.

(b) Within five days after the Seller makes any change in its name, identity or organizational structure which would make any financing statement or continuation statement filed in accordance with Section 4.1(d) seriously misleading within the meaning of the UCC as in effect in the applicable State, the Seller shall give the Purchaser notice of any such change and, within 30 days after such change, shall authorize and file such financing statements or amendments as may be necessary to continue the perfection of the Purchaser’s security interest in the Receivables and the proceeds thereof.

(c) The Seller shall give the Purchaser written notice within five days of any relocation of the State of organization of the Seller or any office in which the Seller keeps records concerning the Receivables and whether, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and, within 30 days after such relocation, shall authorize and file such financing statements or amendments as may be necessary to continue the perfection of the interest of the Purchaser in the Receivables and the proceeds thereof. The Seller shall at all times maintain its State of organization, its principal place of business and its chief executive office and the location of the office where the Receivables Files and any accounts and records relating to the Receivables are kept within the United States.

(d) The Seller shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable.

(e) The Seller shall maintain its computer systems so that, from and after the time of the transfer of the Receivables to the Purchaser pursuant to this Agreement, the Seller’s master computer records (including any back-up archives) that refer to a Receivable shall

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indicate clearly and unambiguously that such Receivable is owned by the Purchaser (or, upon transfer of the Receivables to the Issuer, by the Issuer). Indication of the Purchaser’s ownership of a Receivable shall be deleted from or modified on the Seller’s computer systems when, and only when, such Receivable shall have been paid in full or repurchased by the Seller.

(f) If at any time the Seller shall propose to sell, grant a security interest in or otherwise transfer any interest in any motor vehicle retail installment sale contract to any prospective purchaser, lender or other transferee, the Seller shall give to such prospective purchaser, lender or other transferee computer tapes, compact disks, records or print-outs (including any restored from back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly and unambiguously that such Receivable has been sold and is owned by the Purchaser (or, upon transfer of the Receivables to the Issuer, the Issuer), unless such Receivable has been paid in full or repurchased by the Seller.

(g) The Seller shall permit the Purchaser and its agents at any time during normal business hours to inspect, audit and make copies of and abstracts from the Seller’s records regarding any Receivable.

(h) If the Seller has repurchased one or more Receivables from the Purchaser or the Issuer pursuant to Section 3.2(f), the Seller shall, upon request, furnish to the Purchaser, within ten days, a list of all Receivables (by receivable number and name of Obligor) then owned by the Purchaser, together with a reconciliation of such list to the Receivables Schedule.

SECTION 5.2 Security Interests. Except for the conveyances hereunder, the Seller covenants that it will not sell, pledge, assign or transfer to any other Person, or grant, create, incur, assume or suffer to exist any Lien on any Receivable, whether now existing or hereafter created, or any interest therein; the Seller will immediately notify the Purchaser of the existence of any Lien on any Receivable and, in the event that the interests of the Noteholders in such Receivable are materially and adversely affected, such Receivable shall be repurchased from the Purchaser by the Seller in the manner and with the effect specified in Section 3.2(f), and the Seller shall defend the right, title and interest of the Purchaser in, to and under the Receivables, whether now existing or hereafter created, against all claims of third parties claiming through or under the Seller.

SECTION 5.3 Delivery of Payments. The Seller covenants and agrees to deliver in kind upon receipt to the Servicer under the Sale and Servicing Agreement all payments received by the Seller in respect of the Receivables as soon as practicable after receipt thereof by the Seller.

SECTION 5.4 No Impairment. The Seller covenants that it shall take no action, nor omit to take any action, which would impair the rights of the Purchaser in any Receivable, nor shall it, except as otherwise provided in this Agreement or the Sale and Servicing Agreement, reschedule, revise or defer payments due on any Receivable.

SECTION 5.5 Costs and Expenses. The Seller shall pay all reasonable costs and expenses incurred in connection with the perfection of the Purchaser’s right, title and interest in, to and under the Receivables.

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SECTION 5.6 Hold Harmless. The Seller shall protect, defend, indemnify and hold the Purchaser and the Issuer and their respective assigns and their attorneys, accountants, employees, officers and directors harmless from and against all losses, costs, liabilities, claims, damages and expenses of every kind and character, as incurred, resulting from or relating to or arising out of (i) the inaccuracy, nonfulfillment or breach of any representation, warranty, covenant or agreement made by the Seller in this Agreement, (ii) any legal action, including any counterclaim, that has either been settled by the litigants (which settlement, if the Seller is not a party thereto shall be with the consent of the Seller) or has proceeded to judgment by a court of competent jurisdiction, in either case to the extent it is based upon alleged facts that, if true, would constitute a breach of any representation, warranty, covenant or agreement made by the Seller in this Agreement, (iii) any actions or omissions of the Seller or any employee or agent of the Seller occurring prior to the Closing Date with respect to any Receivable or Financed Vehicle or (iv) any failure of a Receivable to be originated in compliance with all requirements of law. These indemnity obligations shall be in addition to any obligation that the Seller may otherwise have.

ARTICLE VI

MISCELLANEOUS PROVISIONS

SECTION 6.1 Amendment.

(a) This Agreement may be amended from time to time by a written amendment duly executed and delivered by the Purchaser and the Seller, without the consent of any Noteholder [or the Swap Counterparty], to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein or to add any other provision with respect to matters or questions arising under this Agreement which shall not be inconsistent with the provisions of this Agreement or the Sale and Servicing Agreement; provided, however, that any such amendment shall not, as evidenced by an Opinion of Counsel to the Seller delivered to the Indenture Trustee, adversely affect in any material respect the interests of the Noteholders.

(b) This Agreement may also be amended from time to time for any other purpose by a written amendment duly executed and delivered by the Seller and by the Purchaser; provided, however, that any such amendment that materially adversely affects the interests of the Noteholders under the Indenture, the Sale and Servicing Agreement or the Trust Agreement must be consented to by the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class[; and, provided further, that any such amendment that materially adversely affects the interests of the Swap Counterparty must be consented to by the Swap Counterparty].

(c) Promptly after the execution of any amendment to this Agreement, the Seller shall furnish written notification of the substance of such amendment to the Owner Trustee, the Indenture Trustee[, the Swap Counterparty] and the Rating Agencies.

SECTION 6.2 Termination. The respective obligations and responsibilities of the Seller and the Purchaser created hereby shall terminate, except for the indemnity obligations of the Seller as provided herein, upon the termination of the Issuer as provided in the Trust Agreement.

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SECTION 6.3 Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

SECTION 6.4 Notices. All demands, notices and communications hereunder shall be in writing and shall be deemed to have been duly given if personally delivered at or sent by telecopier, overnight courier or mailed by registered mail, return receipt requested, in the case of (i) the Purchaser, to CarMax Auto Funding LLC, 12800 Tuckahoe Creek Parkway, Suite 400, Richmond, Virginia 23238, Attention: Treasurer, and (ii) the Seller, to CarMax Business Services, LLC, 12800 Tuckahoe Creek Parkway, Richmond, Virginia 23238, Attention: Treasury Department; or, as to either of such Persons, at such other address as shall be designated by such Person in a written notice to the other Person.

SECTION 6.5 Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Agreement shall for any reason whatsoever be held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions and terms of this Agreement and shall in no way affect the validity or enforceability of the other covenants, agreements, provisions and terms of this Agreement or any amendment or supplement hereto.

SECTION 6.6 Further Assurances. The Seller and the Purchaser agree to do and perform, from time to time, any and all acts and to execute any and all further instruments required or reasonably requested by the other party hereto or by the Issuer or the Indenture Trustee more fully to effect the purposes of this Agreement, including the execution of any financing statements, amendments, continuation statements or releases relating to the Receivables for filing under the provisions of the UCC or other law of any applicable jurisdiction.

SECTION 6.7 No Waiver; Cumulative Remedies. No failure to exercise and no delay in exercising, on the part of the Purchaser, the Issuer or the Seller, any right, remedy, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exhaustive of any rights, remedies, powers and privileges provided by law.

SECTION 6.8 Counterparts. This Agreement may be executed in two or more counterparts (and by different parties on separate counterparts), each of which shall be an original, but all of which together shall constitute one and the same instrument.

SECTION 6.9 Third-Party Beneficiaries. This Agreement will inure to the benefit of and be binding upon the parties hereto, the Issuer[, the Swap Counterparty] and the Indenture Trustee for the benefit of the Noteholders, who shall be considered to be third-party

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beneficiaries hereof. Except as otherwise provided in this Agreement, no other Person will have any right or obligation hereunder.

SECTION 6.10 Headings and Table of Contents. The Table of Contents and headings herein are for purposes of reference only and shall not otherwise affect the meaning or interpretation of any provision hereof.

SECTION 6.11 Representations, Warranties and Agreements to Survive. The respective agreements, representations, warranties and other statements by the Seller and by the Purchaser set forth in or made pursuant to this Agreement shall remain in full force and effect and will survive the closing hereunder of the transfers and assignments by the Seller to the Purchaser and by the Purchaser to the Issuer and shall inure to the benefit of the Purchaser, the Trustees and the Noteholders.

SECTION 6.12 No Proceedings. The Seller covenants and agrees that so long as this Agreement is in effect, and for one year plus one day following its termination, it will not file any involuntary petition or otherwise institute, or cooperate with or encourage others to institute, any bankruptcy, reorganization arrangement, insolvency or liquidation proceeding or other proceedings under any federal or State bankruptcy law or similar law against the Issuer or the Owner Trustee.

SECTION 6.13 Accountant’s Letters.

(a) The Seller shall cause a firm of independent certified public accountants (who may also render other services to the Seller) to perform certain procedures regarding the characteristics of the Receivables described in the Receivables Schedule and to compare those characteristics to the information with respect to the Receivables contained in the Prospectus. The Seller shall cooperate with the Purchaser and such accountants in making available all information and taking all steps reasonably necessary to permit such accountants to complete such procedures and to deliver the letters required of them under the Underwriting Agreement.

(b) The Seller shall cause a firm of independent certified public accountants (who may also render other services to the Seller) to deliver to the Purchaser a letter dated [                    ], 20[__] in the form previously agreed to by the Seller and the Purchaser, with respect to the financial and statistical information contained in the Prospectus under the caption “CarMax—Delinquency, Credit Loss and Recovery Information” and with respect to such other information as may be agreed in the forms of such letters.

SECTION 6.14 Obligations of Purchaser. The obligations of the Purchaser under this Agreement shall not be affected by reason of any invalidity, illegality or irregularity of any Receivable.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective officers as of the day and year first above written.

CARMAX BUSINESS SERVICES, LLC, as Seller
By:
	Name:
	Title:
CARMAX AUTO FUNDING LLC, as Purchaser
By:
	Name:
	Title:

Receivables Purchase Agreement

S-1

EXHIBIT A

BILL OF SALE AND ASSIGNMENT

For value received, in accordance with the receivables purchase agreement, dated as of [                    ], 20[__] (the “Receivables Purchase Agreement”), between the undersigned and CarMax Auto Funding LLC (the “Purchaser”), the undersigned does hereby sell, assign, transfer, set over and otherwise convey unto the Purchaser, without recourse, all right, title and interest of the undersigned, whether now owned or hereafter acquired, in, to and under (i) the Receivables listed on Schedule A hereto (the “Receivables”); (ii) all amounts received on or in respect of the Receivables (including proceeds of the repurchase of Receivables by the Seller pursuant to the Receivables Purchase Agreement) after the Cutoff Date; (iii) the security interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables and any other interest of the undersigned in such Financed Vehicles; (iv) all proceeds from claims on or refunds of premiums of any physical damage or theft insurance policies covering the Financed Vehicles and any proceeds or refunds of premiums of any credit life or credit disability insurance policies relating to the Financed Vehicles or the Obligors; (v) the Receivable Files; (vi) the right to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed by or on behalf of the Issuer; and (vii) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all 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.

This Bill of Sale and Assignment is made pursuant to and upon the representations, warranties and agreements on the part of the undersigned contained in the Receivables Purchase Agreement and is to be governed by the Receivables Purchase Agreement.

Capitalized terms used and not otherwise defined herein shall have the meaning assigned to them in the Receivables Purchase Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Bill of Sale and Assignment to be duly executed as of [                    ], 20[__].

CARMAX BUSINESS SERVICES, LLC
By:
	Name:
	Title:

A-1

EX-99.3

EXHIBIT 99.3 – FORM OF ADMINISTRATION AGREEMENT

CARMAX AUTO OWNER TRUST 20[    ]-[    ],

as Issuer,

CARMAX BUSINESS SERVICES, LLC,

as Administrator,

and

[                         ],

as Indenture Trustee

ADMINISTRATION AGREEMENT

Dated as of [                    ], 20[    ]

ADMINISTRATION AGREEMENT, dated as of [                    ], 20[    ] (as amended, supplemented or otherwise modified and in effect from time to time, this “Agreement”), by and among CARMAX AUTO OWNER TRUST 20[    ]-[    ], a Delaware statutory trust (the “Issuer”), CARMAX BUSINESS SERVICES, LLC, a Delaware limited liability company, as administrator (in such capacity, the “Administrator”), and [                        ], a [                        ], not in its individual capacity but solely as indenture trustee (in such capacity, the “Indenture Trustee”).

WHEREAS, the Issuer is issuing [        ]% Class A-1 Asset-Backed Notes, [            ]% Class A-2[a] Asset-Backed Notes, [LIBOR + [        ]% Class A-2b Asset-Backed Notes,] [        ]% Class A-3 Asset-Backed Notes, [        ]% Class A-4 Asset-Backed Notes, [        ]% Class B Asset-Backed Notes, [        ]% Class C Asset-Backed Notes and [[        ]% Class D Asset-Backed Notes] (collectively, the “Notes”) pursuant to the Indenture, dated as of [                    ], 20[    ] (as amended, supplemented or otherwise modified and in effect from time to time, the “Indenture”), between the Issuer and the Indenture Trustee;

WHEREAS, the Issuer has entered into certain agreements in connection with the issuance of the Notes and the issuance of certain beneficial interests in the Issuer, including (i) a Sale and Servicing Agreement, dated as of [                    ], 20[    ] (as amended, supplemented or otherwise modified and in effect from time to time, the “Sale and Servicing Agreement”), by and among the Issuer, CarMax Auto Funding LLC, a Delaware limited liability company, as depositor (in such capacity, the “Depositor”), CarMax Business Services, LLC, as Servicer, and [                        ], a [                        ], [as Backup Servicer], (ii) a Letter of Representations, dated [                    ], 20[    ] (as amended, supplemented or otherwise modified and in effect from time to time, the “Note Depository Agreement”), by and among the Issuer and The Depository Trust Company relating to the Notes, [(iii) an ISDA Master Agreement, dated [                    ], 20[    ], between the Issuer and the Swap Counterparty, including the Schedule thereto, the Credit Support Annex thereto, the Confirmation relating to the Class A-2b Notes (as amended, supplemented, otherwise modified or replaced and in effect from time to time, the “Swap Agreement”)] and (iv) the Indenture (collectively with the Sale and Servicing Agreement, the Note Depository Agreement [and the Swap Agreement], the “Related Agreements”);

WHEREAS, pursuant to the Related Agreements, the Issuer and [                        ], a [                        ], not in its individual capacity but solely as owner trustee (in such capacity, the “Owner Trustee”), are required to perform certain duties in connection with (i) the Notes and the collateral pledged to secure the Notes pursuant to the Indenture (the “Collateral”) and (ii) the beneficial interests in the Issuer;

WHEREAS, the Issuer and the Owner Trustee desire to have the Administrator perform certain of the duties of the Issuer and the Owner Trustee referred to in the preceding clause and to provide such additional services consistent with the terms of this Agreement and the Related Agreements as the Issuer and the Owner Trustee may from time to time request; and

WHEREAS, the Administrator has the capacity to provide the services required hereby and is willing to perform such services for the Issuer and the Owner Trustee on the terms set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

SECTION 1. Definitions. All capitalized terms used but not defined in this Agreement shall have the respective meanings set forth in the Indenture.

SECTION 2. Duties of the Administrator.

(a) Duties with Respect to the Related Agreements.

(i) The Administrator shall perform all its duties as Administrator under the Note Depository Agreement. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuer or the Owner Trustee under the Related Agreements. The Administrator shall monitor the performance of the Issuer and shall advise the Owner Trustee when action is necessary to comply with the Issuer’s or the Owner Trustee’s duties under the Related Agreements. The Administrator shall prepare for execution by the Issuer or the Owner Trustee, or shall cause the preparation by other appropriate persons of, all such documents, reports, filings, instruments, certificates and opinions that it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements. In furtherance of the foregoing, the Administrator shall take all appropriate action that the Issuer or the Owner Trustee is obligated to take pursuant to the Indenture, including, without limitation, such of the foregoing as are required with respect to the following matters under the Indenture (references are to sections of the Indenture):

(A) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.5);

(B) the notification of Noteholders of the final principal payment on their Notes (Section 2.8(e));

(C) the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of the same to the Indenture Trustee (Section 2.2, 2.3, 2.6 and 2.13);

(D) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.13);

(E) the preparation, obtaining or filing of the instruments, opinions, certificates and other documents required for the release of collateral (Section 2.10);

(F) the maintenance of an office or agency in the Borough of Manhattan, The City of New York, where Notes may be surrendered for registration of transfer or exchange (Section 3.2);

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(G) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3);

(H) the direction to the Indenture Trustee to deposit monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.3);

(I) the obtaining and preservation of the Issuer’s existence and qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument or agreement included in the Trust Estate (Section 3.4);

(J) the preparation of all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments and the taking of such other action as is necessary or advisable to protect the Trust Estate (Section 3.5);

(K) the duty to use 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 the Indenture and the other Transaction Documents (Section 3.7(a));

(L) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel as to the Trust Estate, and the annual delivery of the Officer’s Certificate and certain other statements as to compliance with the Indenture (Sections 3.6 and 3.9);

(M) the identification to the Indenture Trustee in an Officer’s Certificate of a Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.7(b));

(N) the preparation and delivery of written notice to the Indenture Trustee, [the Backup Servicer], [the Swap Counterparty] and the Rating Agencies of an Event of Servicing Termination under the Sale and Servicing Agreement and, if such Event of Servicing Termination arises from the failure of the Servicer to perform any of its duties or obligations under the Sale and Servicing Agreement with respect to the Receivables, the taking of all reasonable steps available to remedy such failure (Section 3.7(d));

(O) the preparation and delivery of written notice to the Depositor, the Indenture Trustee, [the Backup Servicer], [the Swap Counterparty] and the Rating Agencies of any termination of the Servicer’s rights and powers under the Sale and Servicing Agreement and the preparation and delivery of written notice to the Depositor, the Indenture Trustee and the Rating Agencies of [the Backup Servicer] becoming the Servicer or any appointment of a Successor Servicer under the Sale and Servicing Agreement (Section 3.7(f));

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(P) the duty to cause the Servicer to comply with Sections 3.7, 3.9, 3.10, 3.11, 3.12, 3.13 and 3.14 and Article VII of the Sale and Servicing Agreement (Section 3.14);

(Q) the preparation and obtaining of documents and instruments required for the consolidation or merger of the Issuer (Section 3.10(a)(vi)) or the conveyance or transfer by the Issuer of its properties or assets (Section 3.10(b));

(R) the preparation and delivery of written notice to the Indenture Trustee, [the Backup Servicer], [the Swap Counterparty,] the Depositor and the Rating Agencies of each Event of Default under the Indenture, each default by the Depositor, the Servicer or [the Backup Servicer] under the Sale and Servicing Agreement and each default by the Seller or the Depositor under the Receivables Purchase Agreement (Section 3.18);

(S) upon the request of the Indenture Trustee, the duty to 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 the Indenture (Section 3.20);

(T) the monitoring of the Issuer’s obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer’s Certificate and the obtaining of the Opinion of Counsel and the Independent Certificate (if required) relating thereto (Section 4.1);

(U) the compliance with any written directive of the Indenture Trustee with respect to the sale of the Trust Estate at one or more public or private sales called and conducted in any manner permitted by law if an Event of Default shall have occurred and be continuing under the Indenture (Section 5.4);

(V) the duty to take various lawful actions upon the request of the Indenture Trustee in connection with compelling or securing 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 (Section 5.16);

(W) the preparation and delivery of written notice to the Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.8);

(X) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Section 6.10);

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(Y) the maintenance of the effectiveness of the sales finance company licenses required under the Maryland Code and the Pennsylvania Motor Vehicle Sales Finance Company Act (Section 6.13);

(Z) the furnishing or causing to be furnished to the Indenture Trustee of the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.1);

(AA) the preparation and, after execution by the Issuer, filing with the Commission, any applicable state agencies and the Indenture Trustee of documents required to be filed on a periodic basis with, and summaries thereof as may be required by the rules and regulations of, the Commission and any applicable state agencies and the transmission of such summaries, as necessary, to the Noteholders (Section 7.3);

(BB) the opening of one or more accounts in the Indenture Trustee’s name, the preparation and delivery of Issuer Orders, Officer’s Certificates and Opinions of Counsel and all other actions necessary with respect to the investment and reinvestment of funds in the Collection Account and the Reserve Account (Sections 8.2 and 8.3);

(CC) the preparation and delivery of an Issuer Request and Officer’s Certificate and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Trust Estate (Sections 8.4 and 8.5);

(DD) the preparation and delivery of Issuer Orders and the obtaining of an Opinion of Counsel with respect to the execution of supplemental indentures and the mailing to the Noteholders, [the Swap Counterparty] and the Rating Agencies, as applicable, of notices with respect to such supplemental indentures (Sections 9.1, 9.2 and 9.3);

(EE) the execution and delivery of new Notes conforming to any supplemental indenture (Section 9.6);

(FF) the duty to notify Noteholders [and the Swap Counterparty] of redemption of the Notes or to cause the Indenture Trustee to provide such notification (Section 10.2);

(GG) the preparation and delivery of Officer’s Certificates and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.1(a), (c), (d) and (e));

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(HH) the preparation and delivery of Officer’s Certificates and the obtaining of Opinions of Counsel and Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b));

(II) the preparation and delivery of written notice to the Rating Agencies, upon the failure of the Indenture Trustee to give such notification, of the information required pursuant to the Indenture (Section 11.4);

(JJ) the preparation and delivery to the Indenture Trustee of any agreements with respect to alternate payment and notice provisions (Section 11.6); and

(KK) the recording of the Indenture, if applicable (Section 11.15).

(ii) The Administrator (but not the Indenture Trustee if it is then acting as successor Administrator) shall:

(A) pay the Indenture Trustee from time to time such compensation and fees for all services rendered by the Indenture Trustee under the Indenture as have been agreed to in a separate fee schedule between the Administrator and the Indenture Trustee (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust);

(B) except as otherwise expressly provided in the Indenture, reimburse the Indenture Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Indenture Trustee in accordance with any provision of the Indenture (including the reasonable compensation, expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith;

(C) indemnify the Indenture Trustee and its agents for, and hold them harmless against, any loss, liability or expense incurred without negligence or bad faith on their part arising out of or in connection with the acceptance or administration of the transactions contemplated by the Indenture, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under the Indenture; and

(D) indemnify the Owner Trustee and its agents for, and hold them harmless against, any loss, liability or expense incurred without negligence or bad faith on their part arising out of or in connection with the acceptance or administration of the transactions contemplated by the Trust Agreement, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under the Trust Agreement.

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(b) Additional Duties.

(i) In addition to the duties of the Administrator set forth above, the Administrator (A) shall perform such calculations and shall prepare or shall cause the preparation by other appropriate persons of, and shall execute on behalf of the Issuer or the Owner Trustee, all such documents, reports, filings, instruments, certificates and opinions that the Issuer or the Owner Trustee is obligated to prepare pursuant to the Related Agreements or Section 5.5(i), (ii), (iii) or (iv) of the Trust Agreement and (B) at the request of the Owner Trustee, shall take all appropriate action that the Issuer or the Owner Trustee is obligated to take pursuant to the Related Agreements. In furtherance of the foregoing, the Owner Trustee shall, on behalf of itself and the Issuer, execute and deliver to the Administrator and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit A hereto, appointing the Administrator the attorney-in-fact of the Owner Trustee and the Issuer for the purpose of executing on behalf of the Owner Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 6 of this Agreement, and in accordance with the directions of the Owner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator.

(ii) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the Issuer’s payments (or allocations of income) to a registered holder of the beneficial interests in the Issuer as contemplated in Section 5.2(c) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision.

(iii) Notwithstanding anything in this Agreement or the Transaction Documents to the contrary, the Administrator shall be responsible for performance of the duties of the Issuer or the Owner Trustee set forth in Section 5.5(i), (ii), (iii) and (iv) and Section 5.6(a) of the Trust Agreement with respect to, among other things, accounting and reports to the beneficial owners of the interests in the Issuer.

(iv) To the extent that any tax withholding is required, the Administrator shall deliver to the Owner Trustee and the Indenture Trustee, on or before February 15, 20[    ], a certificate of an Authorized Officer in form and substance satisfactory to the Owner Trustee as to such tax withholding and the procedures to be followed with respect thereto to comply with the requirements of the Code. The Administrator shall update such certificate if any additional tax withholding is subsequently required or any previously required tax withholding shall no longer be required.

(v) The Administrator shall perform the duties of the Administrator specified in Section 10.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement or any other Related Agreement.

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(vi) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions or otherwise deal with any of its affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer and shall be, in the Administrator’s opinion, no less favorable to the Issuer than would be available from unaffiliated parties.

(vii) The Administrator shall give notice to each Rating Agency [and the Swap Counterparty] of (A) any merger or consolidation of the Owner Trustee pursuant to Section 10.4 of the Trust Agreement; (B) any merger or consolidation of the Indenture Trustee pursuant to Section 6.9 of the Indenture; (C) any resignation or removal of the Indenture Trustee pursuant to Section 6.8 of the Indenture; (D) the termination of, and/or appointment of a successor to, the Servicer pursuant to Sections 8.1 or 8.2 of the Sale and Servicing Agreement; (E) any declaration of acceleration of the Notes or rescission and annulment thereof pursuant to Section 5.2 of the Indenture; (F) any redemption of the Notes pursuant to Section 10.1 of the Indenture; (G) any proposed action pursuant to Section 4.1 of the Trust Agreement; and (H) any amendment or supplement to the Trust Agreement pursuant to Section 11.1 of the Trust Agreement; in the case of each of (A) through (H), promptly upon the Administrator being notified thereof by the Owner Trustee, the Indenture Trustee, the Servicer or the Noteholders, as applicable.

(c) Non-Ministerial Matters.

(i) The Administrator shall not take any action with respect to matters that, in the reasonable judgment of the Administrator, are non-ministerial unless within a reasonable time before the taking of such action the Administrator shall have notified the Issuer of the proposed action and the Issuer shall not have withheld consent, which consent shall not be unreasonably withheld or delayed, or provided an alternative direction. For the purpose of the preceding sentence, “non-ministerial” matters shall include, without limitation:

(A) the amendment of or any supplement to the Indenture;

(B) the initiation of any claim or lawsuit by the Issuer or the compromise of any action, claim or lawsuit brought by or against the Issuer (other than in connection with the collection of the Receivables or Permitted Investments);

(C) the amendment, change or modification of the Related Agreements;

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(D) the appointment of successor Note Registrars, successor Paying Agents or successor Indenture Trustees pursuant to the Indenture, the appointment of successor Administrators or Successor Servicers or the consent to the assignment by the Note Registrar, the Paying Agent or the Indenture Trustee of its obligations under the Indenture;

(E) the removal of the Indenture Trustee;

(F) [the provision of copies of any amendment or supplement to the Swap Agreement to the Rating Agencies; and]

(G) [the notification of the Swap Counterparty of any proposed amendment or supplement to any of the Related Agreements].

(ii) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and shall not, (A) make any payments to the Noteholders [or the Swap Counterparty] under the Related Agreements or (B) take any other action that the Issuer directs the Administrator not to take on its behalf.

SECTION 3. Records. The Administrator shall maintain appropriate books of account and records relating to services performed hereunder, which books of account and records shall be accessible for inspection by the Issuer and the Company at any time during normal business hours.

SECTION 4. Compensation. As compensation for the performance of the Administrator’s obligations under this Agreement, and as reimbursement for its expenses related thereto, the Administrator shall be entitled to $500 per month, which compensation shall be solely an obligation of the Servicer.

SECTION 5. Additional Information to be Furnished to the Issuer. The Administrator shall furnish to the Issuer from time to time such additional information regarding the Collateral as the Issuer may reasonably request.

SECTION 6. Independence of the Administrator. For all purposes of this Agreement, the Administrator shall be an independent contractor and shall not be subject to the supervision of the Issuer or the Owner Trustee with respect to the manner in which it accomplishes the performance of its obligations hereunder. Unless expressly authorized by the Issuer, the Administrator shall have no authority to act for or represent the Issuer or the Owner Trustee in any way and shall not otherwise be deemed an agent of the Issuer or the Owner Trustee.

SECTION 7. No Joint Venture. Nothing contained in this Agreement (i) shall constitute the Administrator and either the Issuer or the Owner Trustee as members of any partnership, joint venture, association, syndicate, unincorporated business or other separate entity, (ii) shall be construed to impose any liability as such on any of them or (iii) shall be deemed to confer on any of them any express, implied or apparent authority to incur any obligation or liability on behalf of the others.

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SECTION 8. Other Activities of Administrator. Nothing contained in this Agreement shall prevent the Administrator or its affiliates from engaging in other businesses or, in its sole discretion, from acting in a similar capacity as an administrator for any other person or entity even though such person or entity may engage in business activities similar to those of the Issuer, the Owner Trustee or the Indenture Trustee.

SECTION 9. Term of Agreement; Resignation and Removal of Administrator.

(a) This Agreement shall continue in full force and effect until the dissolution of the Issuer, upon which event this Agreement shall automatically terminate.

(b) Subject to Sections 9(e) and 9(f), the Administrator may resign its duties hereunder by providing the Issuer with at least sixty (60) days’ prior written notice.

(c) Subject to Sections 9(e) and 9(f), the Issuer may remove the Administrator without cause by providing the Administrator with at least sixty (60) days’ prior written notice; provided, however, that in the event the Servicer is removed as the Servicer pursuant to Section 8.1 of the Sale and Servicing Agreement following the occurrence of an Event of Servicing Termination, the Servicer shall be simultaneously removed as Administrator hereunder.

(d) Subject to Sections 9(e) and 9(f), at the sole option of the Issuer, the Issuer may remove the Administrator immediately upon written notice of termination from the Issuer to the Administrator if any of the following events shall occur and be continuing:

(i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within ten (10) days (or, if such default cannot be cured in such time, shall not give within ten (10) days such assurance of cure as shall be reasonably satisfactory to the Issuer);

(ii) a court having jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within sixty (60) days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect or appoint a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official for the Administrator or any substantial part of its property or order the winding-up or liquidation of its affairs; or

(iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official for the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due.

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If any of the events specified in clauses (ii) or (iii) of this Section 9(d) shall occur, the Administrator shall give written notice thereof to the Issuer and the Indenture Trustee within seven (7) days after the occurrence of such event.

(e) No resignation or removal of the Administrator pursuant to Section 9(d) shall be effective until (i) a successor Administrator shall have been appointed by the Issuer and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. In the event that the Indenture Trustee is the successor Administrator, CarMax’s payment obligations pursuant to Sections 5.16(a) and 6.7(a) of the Indenture shall survive any termination, resignation or removal of CarMax as Administrator.

(f) The appointment of any successor Administrator shall be effective only after satisfaction of the Rating Agency Condition with respect to such appointment.

(g) Subject to Sections 9(e), 9(f) and 20, the Administrator acknowledges that upon the appointment of a Successor Servicer pursuant to the Sale and Servicing Agreement the Administrator shall immediately resign and such Successor Servicer shall automatically become the Administrator under this Agreement.

SECTION 10. Action upon Termination, Resignation or Removal. Promptly upon the effective date of termination of this Agreement pursuant to Section 9(a), the resignation of the Administrator pursuant to Section 9(b) or the removal of the Administrator pursuant to Section 9(c) or (d), the Administrator shall be entitled to be paid all fees and reimbursable expenses accruing to it to the date of such termination, resignation or removal. The Administrator shall forthwith upon such termination pursuant to Section 9(a) deliver to the Issuer all property and documents of or relating to the Collateral then in the custody of the Administrator. In the event of the resignation of the Administrator pursuant to Section 9(b) or the removal of the Administrator pursuant to Section 9(c) or (d), the Administrator shall cooperate with the Issuer and take all reasonable steps requested by the Issuer to assist the Issuer in making an orderly transfer of the duties of the Administrator.

SECTION 11. Notices. All demands, notices and other communications under this Agreement shall be in writing, personally delivered, sent by telecopier, overnight courier or mailed by certified mail, return receipt requested, and shall be deemed to have been duly given upon receipt (i) in the case of the Issuer, to CarMax Auto Owner Trust 20[    ]-[    ] c/o the Owner Trustee at the following address: [                        ], [                        ], [                        ] [                ], Attention: [                        ], (ii) in the case of the Administrator, at the following address: 12800 Tuckahoe Creek Parkway, Richmond, Virginia 23238, Attention: Treasury Department, and (iii) in the case of the Indenture Trustee, at the following address: [                        ], [                        ], [                        ] [                ], or, in each case, to such other address as any party shall have provided to the other parties in writing.

SECTION 12. Amendments. This Agreement may be amended from time to time by the Issuer, the Administrator and the Indenture Trustee, without the consent of any of the Noteholders, [the Swap Counterparty] or the Certificateholders, to cure any ambiguity, to correct or supplement any provision herein that may be inconsistent with any other provision herein or

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for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement which will not be inconsistent with other provisions of this Agreement; provided, however, that no such amendment may materially adversely affect the interests of any Noteholder, [the Swap Counterparty] or any Certificateholder. This Agreement may also be amended from time to time by the Issuer, the Administrator and the Indenture Trustee, with the consent of [the Swap Counterparty and] the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class or, if the Notes have been paid in full, the Holders of Certificates evidencing not less than 51% of the aggregate Certificate Percentage Interest, for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Agreement or modifying in any manner the rights of the Noteholders, [the Swap Counterparty] or the Certificateholders; provided, however, that no such amendment may:

(i) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on or in respect of the Receivables or distributions that are required to be made for the benefit of the Noteholders or the Certificateholders without the consent of all Noteholders and Certificateholders adversely affected by such amendment; or

(ii) reduce the percentage of the Note Balance or the percentage of the aggregate Certificate Percentage Interest the consent of the Holders of which is required for any amendment to this Agreement without the consent of all the Noteholders and Certificateholders adversely affected by such amendment.

An amendment to this Agreement shall be deemed not to materially adversely affect the interests of any Noteholder or Certificateholder if the Person requesting such amendment obtains and delivers to the Owner Trustee and the Indenture Trustee an Opinion of Counsel to that effect or the Rating Agency Condition is satisfied. Notwithstanding the foregoing, the Administrator may not amend this Agreement without the consent of the Depositor, which consent shall not be unreasonably withheld. Any amendment to this Agreement that affects the Owner Trustee’s rights, duties, liabilities or immunities under this Agreement, if any, shall require the prior written consent of the Owner Trustee, which consent shall not be unreasonably withheld. Promptly after the execution of any such amendment, the Administrator shall furnish a copy of such amendment to the Owner Trustee, the Indenture Trustee, [the Swap Counterparty] and the Rating Agencies.

SECTION 13. Successors and Assigns. This Agreement may not be assigned by the Administrator unless such assignment is previously consented to in writing by the Issuer and the Owner Trustee and the Rating Agency Condition has been satisfied with respect to such assignment. An assignment with such consent and satisfaction, if accepted by the assignee, shall bind the assignee hereunder in the same manner as the Administrator is bound hereunder. Notwithstanding the foregoing, this Agreement may be assigned by the Administrator without the consent of the Issuer or the Owner Trustee to a corporation or other organization that is a successor (by merger, consolidation or purchase of assets) to the Administrator; provided, however, that such successor organization executes and delivers to the Issuer, the Owner Trustee and the Indenture Trustee an agreement in which such corporation or other organization agrees to be bound hereunder by the terms of such assignment in the same manner as the Administrator is bound hereunder. Subject to the foregoing, this Agreement shall bind any successors or assigns of the parties hereto.

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SECTION 14. GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES UNDER THIS AGREEMENT SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAWS PROVISIONS THEREOF WHICH MAY REQUIRE THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

SECTION 15. Counterparts. This Agreement may be executed in two or more counterparts and by different parties on separate counterparts, each of which shall be an original, but all of which together shall constitute but one and the same instrument.

SECTION 16. Severability. If any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby.

SECTION 17. Not Applicable to CarMax Business Services, LLC in Other Capacities. Nothing in this Agreement shall affect any obligation CarMax Business Services, LLC may have in any other capacity.

SECTION 18. Limitation of Liability of Owner Trustee and Indenture Trustee.

(a) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned by the Owner Trustee not in its individual capacity but solely in its capacity as Owner Trustee of the Issuer, and in no event shall the Owner Trustee in its individual capacity have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuer. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuer hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Articles VI, VII and VIII of the Trust Agreement.

(b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned by the Indenture Trustee not in its individual capacity but solely as Indenture Trustee, and in no event shall the Indenture Trustee in its individual capacity have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuer.

SECTION 19. Third-Party Beneficiary. [Each of] the Owner Trustee [and the Swap Counterparty] is a third-party beneficiary of this Agreement and is entitled to the rights and benefits hereunder and may enforce the provisions hereof as if it were a party hereto.

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SECTION 20. Successor Servicer and Administrator. The Administrator shall undertake, as promptly as possible after the giving of notice of termination to the Servicer of the Servicer’s rights and powers pursuant to Section 8.1 of the Sale and Servicing Agreement, to enforce the provisions of such Section 8.1 or Section 8.2 of the Sale and Servicing Agreement, as applicable, with respect to the appointment of a successor Servicer. Such successor Servicer shall, upon compliance with the last sentence of Section 8.2(a) of the Sale and Servicing Agreement, become the successor Administrator hereunder; provided, however, that if the Indenture Trustee shall become such successor Administrator, the Indenture Trustee shall not be required to perform any obligations or duties or conduct any activities as successor Administrator that would be prohibited by law and not within the banking and trust powers of the Indenture Trustee; and, provided further, that the Indenture Trustee as successor Administrator shall not assume any of the obligations specified in Section 2(a)(ii). In such event, the Indenture Trustee may appoint a sub-administrator to perform such obligations and duties. Any transfer of servicing pursuant to Section 8.2 of the Sale and Servicing Agreement and related succession as Administrator hereunder shall not constitute an assumption by the related successor Administrator of any liability of the related outgoing Administrator arising out of any breach by such outgoing Administrator of such outgoing Administrator’s duties hereunder prior to such transfer.

SECTION 21. Nonpetition Covenants.

(a) Notwithstanding any prior termination of this Agreement, the Depositor, the Administrator, the Owner Trustee and the Indenture Trustee shall not at any time acquiesce, petition or otherwise invoke, or cooperate with or encourage others to acquiesce, petition or otherwise invoke, or cause the Issuer to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against the Issuer under any federal or state bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Issuer or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Issuer.

(b) Notwithstanding any prior termination of this Agreement, the Issuer, the Administrator, the Owner Trustee and the Indenture Trustee shall not at any time acquiesce, petition or otherwise invoke, or cooperate with or encourage others to acquiesce, petition or otherwise invoke, or cause the Depositor to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against the Depositor under any federal or state bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Depositor or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Depositor.

SECTION 22. Regulation AB. The Administrator shall cooperate in good faith with the Issuer, the Indenture Trustee and the Depositor to ensure compliance by the Depositor with the provisions of Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1123, as such regulation may be amended, clarified or interpreted from time to time by the Commission or its staff, and related rules and regulations of the Commission (“Regulation AB”). The Administrator acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance

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provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel or otherwise. The Administrator shall deliver to the Depositor (including any of its assignees or designees) upon request any and all reports, statements, certifications, records and other information necessary in the good faith determination of the Depositor to permit the Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Administrator and the Receivables, or the performance of the Administrator’s duties pursuant to this Agreement, reasonably believed by the Depositor to be necessary in order to effect such compliance. Neither the Issuer, the Indenture Trustee nor the Depositor shall request information or disclosures pursuant to this Section 22 other than in good faith, or for purposes other than compliance with the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act or the rules and regulations of the Commission under the Securities Act or the Exchange Act.

SECTION 23. [Obligations with Respect to the Swap Counterparty]. [Any obligations or duties owed to, or rights of, the Swap Counterparty hereunder, including the right of the Swap Counterparty to consent to, or receive notice of, any actions hereunder shall terminate upon payment in full of the Class A-2b Notes and indefeasible payment of all amounts owed to the Swap Counterparty under the Swap Agreement.]

[SIGNATURE PAGE FOLLOWS]

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

CARMAX AUTO OWNER TRUST 20[    ]-[    ]
By:	[                         ],
	not in its individual capacity but solely as Owner Trustee
By:
	Name: Title:
[                         ],
not in its individual capacity but solely as Indenture Trustee
By:
	Name: Title:
CARMAX BUSINESS SERVICES, LLC, as Administrator
By:
	Name: Title:

S-1

EXHIBIT A

POWER OF ATTORNEY

STATE OF [                        ]         )

                                                        )

COUNTY OF [                        ]     )

KNOW ALL MEN BY THESE PRESENTS, that [                        ], a [                        ], not in its individual capacity but solely as owner trustee (the “Owner Trustee”) for CarMax Auto Owner Trust 20[    ]-[    ], a Delaware statutory trust (the “Issuer”), does hereby make, constitute and appoint CARMAX BUSINESS SERVICES, LLC, a Delaware limited liability company (the “Administrator”), as administrator under the Administration Agreement dated as of [                    ], 20[    ] (the “Administration Agreement”), among the Issuer, the Administrator and [                        ], a [                        ], as Indenture Trustee, as the same may be amended from time to time, and its agents and attorneys, as attorneys-in-fact to execute on behalf of the Owner Trustee or the Issuer all such documents, reports, filings, instruments, certificates and opinions as the Owner Trustee or the Issuer is obligated to prepare, file or deliver pursuant to the Related Agreements or pursuant to Section 5.5(i), (ii), (iii) or (iv) of the Trust Agreement, including, without limitation, to appear for and represent the Owner Trustee and the Issuer in connection with the preparation, filing and audit of federal, state and local tax returns pertaining to the Issuer, and with full power to perform any and all acts associated with such returns and audits that the Owner Trustee could perform, including without limitation, the right to distribute and receive confidential information, defend and assert positions in response to audits, initiate and defend litigation, and to execute waivers of restrictions on assessments of deficiencies, consents to the extension of any statutory or regulatory time limit and settlements. All powers of attorney for this purpose heretofore filed or executed by the Owner Trustee are hereby revoked. All capitalized terms used but not defined in this power of attorney shall have the respective meanings set forth in the Administration Agreement.

A-1

EXECUTED this [    ] day of [                    ], 20[    ].

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

STATE OF   [                        ] )

                                                   ) ss. :

COUNTY OF                          )

BEFORE ME, the undersigned authority, a Notary Public in and for said county and state, on this day personally appeared                                 , known to me to be the person and officer whose name is subscribed to the foregoing instrument, and acknowledged to me that the same was the act of [                        ], a [                        ], and that said person executed the same for the purpose and consideration therein expressed, and in the capacities therein stated.

GIVEN UNDER MY HAND AND SEAL OF OFFICE, this [    ] day of [                    ], 20[    ].

Notary Public in and for

the State of [                        ]

[SEAL]

My commission expires:                            

A-2