SUIT, ACTION OR
PROCEEDING.
(c)
EACH PARTY HERETO AND, BY ITS ACCEPTANCE OF THE BENEFITS HEREOF,
EACH OTHER SECURED PARTY, IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE
MANNER PROVIDED FOR NOTICES IN SECTION 24.
NOTHING IN THIS SECURITY AGREEMENT
WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER
PERMITTED BY APPLICABLE LAW.
(d)
NOTHING CONTAINED IN SUBSECTIONS (b) OR (c) HEREOF SHALL PRECLUDE
THE ADMINISTRATIVE AGENT FROM BRINGING ANY SUIT, ACTION OR PROCEEDING ARISING
OUT OF OR RELATING TO THIS SECURITY AGREEMENT OR ANY JOINDER AGREEMENT OR ANY
OTHER LOAN DOCUMENT IN THE COURTS OF JURISDICTION WHERE ANY OTHER PARTY OR ANY
OF SUCH PARTY'S PROPERTY OR ASSETS MAY BE FOUND OR LOCATED.
TO THE EXTENT
PERMITTED BY THE APPLICABLE LAWS OF ANY SUCH JURISDICTION, EACH GRANTOR HEREBY
IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT AND EXPRESSLY WAIVES,
IN RESPECT OF ANY SUCH SUIT, ACTION OR PROCEEDING, OBJECTION TO THE EXERCISE OF
JURISDICTION OVER IT AND ITS PROPERTY BY ANY OTHER COURT OR
N-26
Form of Security Agreement
COURTS WHICH NOW OR HEREAFTER, BY REASON OF ITS PRESENT OR FUTURE DOMICILE, OR
OTHERWISE, MAY BE AVAILABLE UNDER APPLICABLE LAW.
(e)
IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS OR
REMEDIES UNDER OR RELATED TO THIS SECURITY AGREEMENT OR ANY JOINDER AGREEMENT OR
ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR THAT MAY IN THE
FUTURE BE DELIVERED IN CONNECTION WITH THE FOREGOING, EACH PARTY HEREBY AGREES,
TO THE EXTENT PERMITTED BY APPLICABLE LAW, THAT ANY SUCH ACTION OR PROCEEDING
SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY AND HEREBY EXPRESSLY WAIVES,
TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT SUCH PERSON MAY HAVE TO
TRIAL BY JURY IN ANY SUCH ACTION, SUIT OR PROCEEDING.
(f)
EACH PARTY HERETO AND, BY ITS ACCEPTANCE OF THE BENEFITS HEREOF,
EACH OTHER SECURED PARTY, HEREBY EXPRESSLY WAIVES ANY OBJECTION IT MAY HAVE THAT
ANY COURT TO WHOSE JURISDICTION ANY GRANTOR HAS SUBMITTED PURSUANT TO THE TERMS
HEREOF IS AN INCONVENIENT FORUM.
[Signature pages follow]
N-27
Form of Security Agreement
IN WITNESS WHEREOF, the parties have duly executed this Security
Agreement on the day and year first written above.
GUARANTORS:
CARMAX AUTO SUPERSTORES, INC.
By:
Name:
Title:
CARMAX, INC.
By:
Name:
Title:
CARMAX OF LAUREL, LLC
By:
Name:
Title:
CARMAX AUTO MALL, LLC
By:
Name:
Title:
CARMAX AUTO SUPERSTORES CALIFORNIA, LLC
By:
Name:
Title:
N-28
Form of Security Agreement
CARMAX BUSINESS SERVICES, LLC
By:
Name:
Title:
CARMAX AUTO SUPERSTORES WEST COAST, INC.
By:
Name:
Title:
CARMAX TEXAS GENERAL PARTNER, LLC
By:
Name:
Title:
CARMAX AUTO SUPERSTORES TEXAS, LP
By:
Name:
Title:
CARMAX PROPERTIES, LLC
By:
Name:
Title:
CARMAX AUTO SUPERSTORES SERVICES, INC.
By:
Name:
Title:
N-29
Form of Security Agreement
ADMINISTRATIVE AGENT:
BANK OF AMERICA, N.A., as Administrative Agent
By:
Name:
Title:
N-30
Form of Security Agreement
SCHEDULE 1
For purposes of this Security Agreement, a "Qualifying Control Agreement" shall
mean an acknowledgment and