FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY
JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING
TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).
EACH
PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY
OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON
WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND
(B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER
INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE
MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.
10.16 USA PATRIOT Act Notice.
Each Lender that is subject to the Act (as
hereinafter defined) and the Administrative Agent (for itself and not on behalf
of any Lender) hereby notifies the Company and the Borrowers that pursuant to
the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed
into law October 26, 2001)) (the "Act"), it is required to obtain, verify and
record information that identifies the Company and the Borrowers, which
information includes the name and address of the Company and each Borrower and
other information that will allow such Lender or the Administrative Agent, as
applicable, to identify the Company and such Borrower in accordance with the
Act.
106
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the date first above written.
CARMAX, INC.
By:
/s/ Keith D.
Browning
Name:
Keith D.
Browning
Title: Executive Vice
President
CARMAX AUTO SUPERSTORES, INC.
By:
/s/ Keith D.
Browning
Name:
Keith D.
Browning
Title: Executive Vice
President
CARMAX OF LAUREL, LLC
By:
/s/ Keith D.
Browning
Name:
Keith D.
Browning
Title:
President
CARMAX AUTO MALL, LLC
By:
/s/ Keith D.
Browning
Name:
Keith D.
Browning
Title:
President
CARMAX AUTO SUPERSTORES CALIFORNIA, LLC
By:
/s/ Keith D.
Browning
Name:
Keith D.
Browning
Title:
President
CREDIT AGREEMENT
Signature Page
BANK OF AMERICA, N.A., as Administrative Agent
By:
/s/ Anne M.
Zeschke
Name:
Anne M.
Zeschke
Title:
Assistant Vice
President
CREDIT AGREEMENT
Signature Page
BANK OF AMERICA, N.A., as a Lender, L/C Issuer, Swing Line Lender and New
Vehicle Swing Line Lender
By:
/s/ M. Patricia
Kay
Name:
M. Patricia
Kay
Title:
Senior Vice
President
CREDIT AGREEMENT
Signature Page
JPMORGAN CHASE BANK, N.A., as a Lender
By:
/s/ H. David
Jones
Name:
H. David
Jones
Title:
Vice
President
CREDIT AGREEMENT
Signature Page
WACHOVIA BANK, NATIONAL ASSOCIATION, as a Lender
By:
/s/ Michael R.
Jordan
Name:
Michael R.
Jordan
Title:
Managing
Director
CREDIT AGREEMENT
Signature Page
SUNTRUST BANK, as a Lender
By:
/s/ Mark
Flatin
Name:
Mark
Flatin
Title:
Managing
Director
CREDIT AGREEMENT
Signature Page
TOYOTA MOTOR CREDIT CORPORATION, as a Lender
By:
/s/ David
Pelliccioni
Name:
David
Pelliccioni
Title:
Group VP, Sales & Marketing -
TFS
CREDIT AGREEMENT
Signature Page