Common use of Ireland Clause in Contracts

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 Xxx 0000; (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 Xxx 0000, 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 Xxx 0000 by IFSRA. 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: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Treasurer CARMAX BUSINESS SERVICES, LLC By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Chief Financial Officer CONFIRMED AND ACCEPTED, as of the date first above written: BANC OF AMERICA SECURITIES LLC, as Representative of the Underwriters named in Schedule A hereto By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Managing Director Banc of America Securities LLC $ 36,550,000 $ 84,150,000 $ 42,500,000 $ 25,500,000 $ 14,875,000 X.X. Xxxxxx Securities Inc. 36,550,000 84,150,000 42,500,000 25,500,000 14,875,000 Credit Suisse Securities (USA) LLC 6,450,000 14,850,000 7,500,000 4,500,000 2,625,000 Wachovia Capital Markets, LLC 6,450,000 14,850,000 7,500,000 4,500,000 2,625,000 Total $ 86,000,000 $ 198,000,000 $ 100,000,000 $ 60,000,000 $ 35,000,000 1. Issuer General Use Free Writing Prospectus, dated January 10, 2008, a copy of which is attached hereto. 2. Issuer General Use Free Writing Prospectus, dated January 10, 2008, a copy of which is attached hereto. 1. The initial public offering price of the: (i) Class A-1 Notes will be 100.00000% of the principal amount thereof; (ii) Class A-2 Notes will be 100.00000% of the principal amount thereof; (iii) Class A-3 Notes will be 99.99371% of the principal amount thereof; (iv) Class A-4a Notes will be 99.97440% of the principal amount thereof; and (v) Class A-4b Notes will be 100.00000% 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 99.86000% of the principal amount thereof; (ii) Class A-2 Notes will be 99.83000% of the principal amount thereof; (iii) Class A-3 Notes will be 99.77371% of the principal amount thereof; (iv) Class A-4a Notes will be 99.74440% of the principal amount thereof; and (v) Class A-4b Notes will be 99.77000% of the principal amount thereof. 3. The interest rate on the: (i) Class A-1 Notes will be 4.45395% per annum; (ii) Class A-2 Notes will be LIBOR + 0.70% per annum; (iii) Class A-3 Notes will be 4.31% per annum; (iv) Class A-4a Notes will be 4.79% per annum; and (v) Class A-4b Notes will be LIBOR + 1.30% 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: Class A-1 Notes 0.084 % 0.042 % Class A-2 Notes 0.102 % 0.051 % Class A-3 Notes 0.132 % 0.066 % Class A-4a Notes 0.138 % 0.069 % Class A-4b Notes 0.138 % 0.069 % 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 Banc of America Securities LLC 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:

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 Xxx 0000; (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 Xxx 0000, 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 Xxx 0000 by IFSRA. .] 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: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Treasurer CARMAX BUSINESS SERVICES, LLC By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Chief Financial Officer CONFIRMED AND ACCEPTED, as of the date first above written: BANC OF AMERICA SECURITIES LLC[ ], as Representative of the Underwriters named in Schedule A hereto By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Managing Director Banc Underwriter Principal Amount of America Securities LLC 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] [ ] $ 36,550,000 [ ] $ 84,150,000 [ ] $ 42,500,000 [ ] $ 25,500,000 [ ] $ 14,875,000 X.X. Xxxxxx Securities Inc. 36,550,000 84,150,000 42,500,000 25,500,000 14,875,000 Credit Suisse Securities (USA) LLC 6,450,000 14,850,000 7,500,000 4,500,000 2,625,000 Wachovia Capital Markets, LLC 6,450,000 14,850,000 7,500,000 4,500,000 2,625,000 [ ] $ [ ] $ [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] Total $ 86,000,000 [ ] $ 198,000,000 [ ] $ 100,000,000 [ ] $ 60,000,000 [ ] $ 35,000,000[ ] $ [ ] $ [ ] 1. Issuer General Use Ratings Free Writing Prospectus, dated January 10, 2008, a copy of which is attached hereto. 2. Issuer General Use Free Writing Prospectus, dated January 10[ ], 2008, a copy of which is attached hereto.20[ ]. CARMAX AUTO OWNER TRUST 20[ ]-[ ] 1. The initial public offering price of the: (i) Class A-1 Notes will be 100.00000[ ]% of the principal amount thereof; (ii) Class A-2 A-2[a] Notes will be 100.00000[ ]% of the principal amount thereof; (iii) Class A-3 Notes will be 99.99371% of the principal amount thereof; (iv) Class A-4a Notes will be 99.97440% of the principal amount thereof; and (v) Class A-4b Notes will be 100.00000% 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 99.86000% of the principal amount thereof; (ii) Class A-2 Notes will be 99.83000% of the principal amount thereof; (iii) Class A-3 Notes will be 99.77371% of the principal amount thereof; (iv) Class A-4a Notes will be 99.74440% of the principal amount thereof; and (v) Class A-4b Notes will be 99.77000% of the principal amount thereof. 3. The interest rate on the: (i) Class A-1 Notes will be 4.45395% per annum; (ii) Class A-2 Notes will be LIBOR + 0.70% per annum; (iii) Class A-3 Notes will be 4.31% per annum; (iv) Class A-4a Notes will be 4.79% per annum; and (v) Class A-4b Notes will be LIBOR + 1.30% 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: Class A-1 Notes 0.084 % 0.042 % Class A-2 Notes 0.102 % 0.051 % Class A-3 Notes 0.132 % 0.066 % Class A-4a Notes 0.138 % 0.069 % Class A-4b Notes 0.138 % 0.069 % 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 Banc of America Securities LLC 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:[

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 Notes in conformity such circumstances that do not comply with the provisions of the Irish Investment Intermediaries Act 1995 (Xxxxxxxxxxxxxx Xxx, 0000 of Ireland, as amended), including, without limitation, Sections 9 and 23 (including advertising restrictions made thereunder) thereof and any the codes of conduct rules made under Section 37 thereof and or, in the provisions case of a credit institution exercising its rights under the Banking Consolidation Directive (2000/12/EC of 20th March, 2000) in conformity with the codes of conduct or practice made under Section 117(1) of the Investor Compensation Xxx 0000Central Bank Act, 1989, of Ireland, as amended; (b) it will not underwrite the issue of, in connection with offers or place, sales of the Notes, otherwise than it has only issued or passed on, and will only issue or pass on, in conformity Ireland, any document received by it in connection with the provisions issue of such Notes to persons who are persons to whom the Irish Central Bank Acts 1942 1999 (as amended) and any codes of conduct rules made under Section 117(1) thereofdocuments may otherwise lawfully be issued or passed on; (c) it will not underwrite the issue of, or place, or do anything in Ireland in respect of a local offer (within the Notes otherwise than in conformity with the provisions meaning of Section 38(1) 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 Xxx 00000000 of Ireland) of the Notes in Ireland, by the Irish Central Bank it has complied and Financial Services Regulatory Authority (“IFSRA”)will comply with Section 49 of such act; and (d) it will not underwrite the issue of, place or otherwise act in Ireland in respect of the Notes, otherwise 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 by the Irish Investment Funds, Companies and Miscellaneous Provisions Xxx 0000 by IFSRAFinancial Services Regulatory Authority pursuant thereto. 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: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Treasurer CARMAX BUSINESS SERVICES, LLC By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Chief Financial Officer CONFIRMED AND ACCEPTED, as of the date first above written: BANC OF AMERICA X.X. XXXXXX SECURITIES LLCINC., as Representative of the Underwriters named in Schedule A hereto By: /s/ Xxxxxxx X. Xxxxx Xxxx Xxx Name: Xxxxxxx X. Xxxxx Xxxx Xxx Title: Managing Director X.X. Xxxxxx Securities Inc. $ 49,725,000 $ 85,000,000 $ 68,000,000 $ 42,148,000 Banc of America Securities LLC $ 36,550,000 $ 84,150,000 $ 42,500,000 $ 25,500,000 $ 14,875,000 X.X. Xxxxxx Securities Inc. 36,550,000 84,150,000 42,500,000 25,500,000 14,875,000 49,725,000 85,000,000 68,000,000 42,148,000 Credit Suisse Securities (USA) LLC 6,450,000 14,850,000 7,500,000 4,500,000 2,625,000 8,775,000 15,000,000 12,000,000 7,437,000 Wachovia Capital Markets, LLC 6,450,000 14,850,000 7,500,000 4,500,000 2,625,000 8,775,000 15,000,000 12,000,000 7,437,000 Total $ 86,000,000 117,000,000 $ 198,000,000 200,000,000 $ 100,000,000 160,000,000 $ 60,000,000 99,170,000 X.X. Xxxxxx Securities Inc. $ 35,000,0009,863,500 $ 6,825,000 Banc of America Securities LLC 9,863,500 6,825,000 Total $ 19,727,000 $ 13,650,000 1. Issuer General Use Free Writing Prospectus, dated January 1023, 20082007, a copy of which is attached hereto. 2. Issuer General Use Free Writing Prospectus, dated January 1023, 20082007, a copy of which is attached hereto. 1. The initial public offering price of the: the (i) Class A-1 Notes will be 100.00000% of the principal amount thereof; , (ii) Class A-2 Notes will be 100.0000099.98969% of the principal amount thereof; , (iii) Class A-3 Notes will be 99.9937199.98267% of the principal amount thereof; , (iv) Class A-4a A-4 Notes will be 99.9744099.97171% of the principal amount thereof; and , (v) Class A-4b B Notes will be 100.0000099.99290% of the principal amount thereof and (vi) Class C Notes will be 99.97446% 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: the (i) Class A-1 Notes will be 99.8600099.85500% of the principal amount thereof; , (ii) Class A-2 Notes will be 99.8300099.78969% of the principal amount thereof; , (iii) Class A-3 Notes will be 99.7737199.76267% of the principal amount thereof; , (iv) Class A-4a A-4 Notes will be 99.7444099.73171% of the principal amount thereof; and , (v) Class A-4b B Notes will be 99.7700099.64290% of the principal amount thereof and (vi) Class C Notes will be 99.47446% of the principal amount thereof. 3. The interest rate on the: (i) Class A-1 Notes will be 4.453955.31120% per annum; (ii) Class A-2 Notes will be LIBOR + 0.705.30% per annum; (iii) Class A-3 Notes will be 4.315.24% per annum; (iv) Class A-4a A-4 Notes will be 4.795.24% per annum; (v) Class B Notes will be 5.34% per annum; and (vvi) Class A-4b C Notes will be LIBOR + 1.305.53% 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: Class A-1 Notes 0.084 0.0870 % 0.042 0.0435 % Class A-2 Notes 0.102 0.1200 % 0.051 0.0600 % Class A-3 Notes 0.132 0.1320 % 0.066 0.0660 % Class A-4a A-4 Notes 0.138 0.1440 % 0.069 0.0720 % Class A-4b B Notes 0.138 0.2100 % 0.069 0.1050 % Class C Notes 0.3000 % 0.1500 % 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 Banc of America X.X. Xxxxxx Securities LLC Inc. 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:

Ireland. Each Underwriter hereby severally represents to and agrees with the Depositor that: (a) it will not underwrite the issue of, or place the Offered 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 Xxx 0000; (b) it will not underwrite the issue of, or place, the Offered 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 Offered 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 Xxx 0000, 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 Offered 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 Xxx 0000 by IFSRA. 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: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Treasurer CARMAX BUSINESS SERVICES, LLC By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Chief Financial Officer CONFIRMED AND ACCEPTED, as of the date first above written: BANC OF AMERICA SECURITIES LLC, as Representative of the Underwriters named in Schedule A hereto By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Managing Director Banc This Term Asset-Backed Securities Loan Facility Undertaking (this “Undertaking”) is dated as of America Securities the date first written above by CarMax Business Services LLC $ 36,550,000 $ 84,150,000 $ 42,500,000 $ 25,500,000 $ 14,875,000 X.X. Xxxxxx Securities Inc. 36,550,000 84,150,000 42,500,000 25,500,000 14,875,000 Credit Suisse Securities (USAthe “Sponsor”), CarMax Auto Funding LLC (the “Depositor”) LLC 6,450,000 14,850,000 7,500,000 4,500,000 2,625,000 Wachovia Capital Marketsand CarMax Auto Owner Trust 2009-1 (the “Trust” and, LLC 6,450,000 14,850,000 7,500,000 4,500,000 2,625,000 Total $ 86,000,000 $ 198,000,000 $ 100,000,000 $ 60,000,000 $ 35,000,000 1together with the Sponsor and the Depositor, the “Issuer Parties”). Issuer General Use Free Writing Prospectus, dated January 10, 2008, a copy of which Reference is attached hereto. 2. Issuer General Use Free Writing Prospectus, dated January 10, 2008, a copy of which is attached hereto. 1. The initial public offering price of the: hereby made to (i) Class A-1 Notes will be 100.00000% of the principal amount thereof; Prospectus, (ii) Class A-2 Notes will be 100.00000% the Master Agreement (the “Master Agreement”), by and among the Federal Reserve Bank of New York, as lender (“Lender”), the principal amount thereof; primary dealers party thereto (the “Primary Dealers” and each, individually, a “Primary Dealer”) and The Bank of New York Mellon, as administrator and as custodian, executed in connection with the Term Asset-Backed Securities Loan Facility (the “TALF Program”), and (iii) Class A-3 Notes will be 99.99371% of the principal amount thereof; (iv) Class A-4a Notes will be 99.97440% of the principal amount thereof; certifications and (v) Class A-4b Notes will be 100.00000% 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 indemnities given by the Underwriters for the: Issuer Parties to Lender in connection with the Class A Notes (i) Class A-1 Notes will be 99.86000% of the principal amount thereof; (ii) Class A-2 Notes will be 99.83000% of the principal amount thereof; (iii) Class A-3 Notes will be 99.77371% of the principal amount thereof; (iv) Class A-4a Notes will be 99.74440% of the principal amount thereof; and (v) Class A-4b Notes will be 99.77000% of the principal amount thereof“Issuer Documents”). 3. The interest rate on the: (i) Class A-1 Notes will be 4.45395% per annum; (ii) Class A-2 Notes will be LIBOR + 0.70% per annum; (iii) Class A-3 Notes will be 4.31% per annum; (iv) Class A-4a Notes will be 4.79% per annum; and (v) Class A-4b Notes will be LIBOR + 1.30% 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: Class A-1 Notes 0.084 % 0.042 % Class A-2 Notes 0.102 % 0.051 % Class A-3 Notes 0.132 % 0.066 % Class A-4a Notes 0.138 % 0.069 % Class A-4b Notes 0.138 % 0.069 % 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 Banc of America Securities LLC 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:

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 Xxx 0000; (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 Xxx 0000, 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 Xxx 0000 by IFSRA. 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: /s/ Xxx X. Xxxxxx X. Xxxxx Name: Xxx X. Xxxxxx X. Xxxxx Title: Treasurer Vice President CARMAX BUSINESS SERVICES, LLC By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Chief Financial Officer CONFIRMED AND ACCEPTED, as of the date first above written: BANC OF AMERICA SECURITIES LLC, as Representative of the Underwriters named in Schedule A hereto By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Managing Director Banc of America Securities LLC $ 36,550,000 55,000,000 $ 84,150,000 68,500,000 $ 42,500,000 25,000,000 $ 25,500,000 24,500,000 $ 14,875,000 X.X. Xxxxxx Securities Inc. 36,550,000 84,150,000 42,500,000 25,500,000 14,875,000 Credit Suisse Securities (USA) LLC 6,450,000 14,850,000 7,500,000 4,500,000 2,625,000 24,000,000 $ 10,000,000 $ 29,900,000 Wachovia Capital Markets, LLC 6,450,000 14,850,000 7,500,000 4,500,000 2,625,000 55,000,000 68,500,000 25,000,000 24,500,000 24,000,000 10,000,000 29,900,000 Total $ 86,000,000 110,000,000 $ 198,000,000 137,000,000 $ 100,000,000 50,000,000 $ 60,000,000 49,000,000 $ 35,000,00048,000,000 $ 20,000,000 $ 59,800,000 1. Issuer General Use Free Writing Prospectus, dated January 10June 27, 2008, a copy of which is attached hereto. 2. Issuer General Use Free Writing Prospectus, dated January 10June 27, 2008, a copy of which is attached hereto. 1. The initial public offering price of the: (i) Class A-1 Notes will be 100.00000% of the principal amount thereof; (ii) Class A-2 A-2a Notes will be 99.99175% of the principal amount thereof; (iii) Class A-2b Notes will be 100.00000% of the principal amount thereof; (iiiiv) Class A-3 A-3a Notes will be 99.9937199.98763% of the principal amount thereof; (ivv) Class A-4a A-3b Notes will be 99.97440100.00000% of the principal amount thereof; (vi) Class A-4a Notes will be 99.99025% of the principal amount thereof and (vvii) Class A-4b Notes will be 100.00000% 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 99.86000Notes, 99.82000% of the principal amount thereof; , (ii) Class A-2 Notes will be 99.83000A-2a Notes, 99.71175% of the principal amount thereof; , (iii) Class A-3 Notes will be 99.77371A-2b Notes, 99.72000% of the principal amount thereof; , (iv) Class A-4a Notes will be 99.74440A-3a Notes, 99.66763% of the principal amount thereof; and , (v) Class A-3b Notes, 99.68000% of the principal amount thereof, (vi) Class A-4a Notes, 99.59025% of the principal amount thereof and (vii) Class A-4b Notes will be 99.77000Notes, 99.60000% of the principal amount thereof. 3. The interest rate on the: (i) Class A-1 Notes will be 4.453952.92225% per annum; (ii) Class A-2 A-2a Notes will be LIBOR + 0.704.06% per annum; (iii) Class A-3 A-2b Notes will be 4.31LIBOR + 0.90% per annum; (iv) Class A-3a Notes will be 4.99% per annum; (v) Class A-3b Notes will be LIBOR + 1.40% per annum; (vi) Class A-4a Notes will be 4.795.56% per annum; annum and (vvii) Class A-4b Notes will be LIBOR + 1.301.65% 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: Class A-1 Notes 0.108 % 0.054 % Class A-2a Notes 0.168 % 0.084 % 0.042 Class A-2b Notes 0.168 % 0.084 % Class A-2 A-3a Notes 0.102 0.192 % 0.051 0.096 % Class A-3 A-3b Notes 0.132 0.192 % 0.066 0.096 % Class A-4a Notes 0.138 0.240 % 0.069 0.120 % Class A-4b Notes 0.138 0.240 % 0.069 0.120 % 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 Banc of America Securities LLC 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:

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 Xxx 0000; (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 Xxx 0000, 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 Xxx 0000 by IFSRA. 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: /s/ /S/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Treasurer CARMAX BUSINESS SERVICES, LLC By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Chief Financial Officer Executive Vice President CONFIRMED AND ACCEPTED, as of the date first above written: BANC OF AMERICA X.X. XXXXXX SECURITIES LLC, LLC as Representative of the Underwriters named in Schedule A hereto By: /s/ Xxxxxxx X. Xxxxx Xxxx Name: Xxxxxxx X. Xxxxx Xxxx Title: Managing Director Banc Vice President Underwriter Principal Amount of America 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 Principal Amount of Class B Notes Principal Amount of Class C Notes Principal Amount of Class D Notes X.X. Xxxxxx Securities LLC $ 36,550,000 45,900,000 $ 84,150,000 90,525,000 $ 42,500,000 70,550,000 $ 25,500,000 54,495,000 $ 14,875,000 X.X. 4,090,000 $ 5,085,000 $ 2,653,000 Xxxxxxx Lynch, Pierce, Xxxxxx Securities & Xxxxx Incorporated $ 25,380,000 $ 50,055,000 $ 39,010,000 $ 30,133,000 $ 3,968,000 $ 4,933,000 $ 2,574,000 Xxxxx Fargo Securities, LLC $ 25,380,000 $ 50,055,000 $ 39,010,000 $ 30,133,000 $ 3,968,000 $ 4,933,000 $ 2,574,000 Barclays Capital Inc. 36,550,000 84,150,000 42,500,000 25,500,000 14,875,000 Credit Suisse Securities (USA) LLC 6,450,000 14,850,000 7,500,000 4,500,000 2,625,000 Wachovia $ 3,780,000 $ 7,455,000 $ 5,810,000 $ 4,487,000 $ 0 $ 0 $ 0 RBC Capital Markets, LLC 6,450,000 14,850,000 7,500,000 4,500,000 2,625,000 $ 3,780,000 $ 7,455,000 $ 5,810,000 $ 4,487,000 $ 0 $ 0 $ 0 Scotia Capital (USA) Inc. $ 3,780,000 $ 7,455,000 $ 5,810,000 $ 4,487,000 $ 0 $ 0 $ 0 Total $ 86,000,000 108,000,000 $ 198,000,000 213,000,000 $ 100,000,000 166,000,000 $ 60,000,000 128,222,000 $ 35,000,00012,026,000 $ 14,951,000 $ 7,801,000 1. Issuer General Use Ratings Free Writing Prospectus, dated January 10, 2008, a copy of which is attached hereto. 2. Issuer General Use Free Writing Prospectus, dated January 10September 14, 2008, a copy of which is attached hereto2011. 1. The initial public offering price of the: (i) Class A-1 Notes will be 100.00000% of the principal amount thereof; (ii) Class A-2 Notes will be 100.0000099.99058% of the principal amount thereof; (iii) Class A-3 Notes will be 99.9937199.99501% of the principal amount thereof; (iv) Class A-4a A-4 Notes will be 99.9744099.97246% of the principal amount thereof; (v) Class B Notes will be 99.98532% of the principal amount thereof; (vi) Class C Notes will be 99.96835% of the principal amount thereof; and (vvii) the Class A-4b D Notes will be 100.0000099.97955% 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 99.8600099.90000% of the principal amount thereof; (ii) Class A-2 Notes will be 99.8300099.79058% of the principal amount thereof; (iii) Class A-3 Notes will be 99.7737199.76501% of the principal amount thereof; (iv) Class A-4a A-4 Notes will be 99.7444099.67246% of the principal amount thereof; (v) Class B Notes will be 99.58532% of the principal amount thereof; (vi) Class C Notes will be 99.46835% of the principal amount thereof; and (vvii) Class A-4b D Notes will be 99.7700099.37955% of the principal amount thereof. 3. The interest rate on the: (i) Class A-1 Notes will be 4.453950.31107% per annum; (ii) Class A-2 Notes will be LIBOR + 0.700.68% per annum; (iii) Class A-3 Notes will be 4.310.91% per annum; (iv) Class A-4a A-4 Notes will be 4.791.35% per annum; (v) Class B Notes will be 2.08% per annum; (vi) Class C Notes will be 2.62% per annum; and (vvii) Class A-4b D Notes will be LIBOR + 1.303.61% 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: Class A-1 Notes 0.084 0.060 % 0.042 0.030 % Class A-2 Notes 0.102 0.120 % 0.051 0.060 % Class A-3 Notes 0.132 % 0.066 % Class A-4a Notes 0.138 % 0.069 % Class A-4b A-4 Notes 0.138 0.180 % 0.069 0.090 % Class B Notes 0.240 % 0.120 % Class C Notes 0.300 % 0.150 % Class D Notes 0.360 % 0.180 % 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 Banc of America X.X. Xxxxxx Securities LLC 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:

Ireland. Each Underwriter hereby severally represents The Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agrees with the Depositor that: (a) agree, that it has not offered, sold, placed or underwritten and will not offer, sell, place or 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 Xxx 0000; (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 placeCertificates, 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 Xxx 0000, 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 NotesCertificates, otherwise than in conformity with the provisions of: (a) the European Union (Markets in Financial Instruments) Regulations 2017 (as amended, the "MiFID II Regulations"), including, without limitation, Regulation 5 (Requirement for Authorisation (and certain provisions concerning MIFs and OTFs) thereof, or any rules or codes of conduct made under the MiFID II Regulations, and the provisions of the Irish Market Abuse Investor Compensation Act 1998 (Directive 2003/6/ECas amended); (b) the Companies Xxx 0000 (as amended, the “Companies Xxx 0000”), the Central Bank Acts 1942-2018 (as amended) and any codes of practice made under Section 117(1) of the Central Bank Act 1989 (as amended); (c) the Prospectus Regulation, the European Union (Prospectus) Regulations 2005 2019 and any rules and guidance issued by the Central Bank under Section 34 1363 of the Irish Investment FundsCompanies Xxx 0000; (d) the Market Abuse Regulation (Regulation (EU) 596/2014) of the European Parliament of the Council of 16 April 2014 (as amended), the European Union (Market Abuse) Regulations 2016 (as amended) (S.I. No. 349 of 2016) and any rules and guidance issued by the Central Bank under Section 1370 of the Companies Xxx 0000; and (e) Notice BSD C01/02 dated 12th November, 2002 issued by the Central Bank and Miscellaneous Provisions Financial Services Authority pursuant to Section 8(2) of the Xxxxxxx Xxxx Xxx 0000 by IFSRA. 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: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Treasurer CARMAX BUSINESS SERVICES, LLC By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Chief Financial Officer CONFIRMED AND ACCEPTED, (as of the date first above written: BANC OF AMERICA SECURITIES LLC, as Representative of the Underwriters named in Schedule A hereto By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Managing Director Banc of America Securities LLC $ 36,550,000 $ 84,150,000 $ 42,500,000 $ 25,500,000 $ 14,875,000 X.X. Xxxxxx Securities Inc. 36,550,000 84,150,000 42,500,000 25,500,000 14,875,000 Credit Suisse Securities (USA) LLC 6,450,000 14,850,000 7,500,000 4,500,000 2,625,000 Wachovia Capital Markets, LLC 6,450,000 14,850,000 7,500,000 4,500,000 2,625,000 Total $ 86,000,000 $ 198,000,000 $ 100,000,000 $ 60,000,000 $ 35,000,000 1. Issuer General Use Free Writing Prospectus, dated January 10, 2008, a copy of which is attached heretoamended). 2. Issuer General Use Free Writing Prospectus, dated January 10, 2008, a copy of which is attached hereto. 1. The initial public offering price of the: (i) Class A-1 Notes will be 100.00000% of the principal amount thereof; (ii) Class A-2 Notes will be 100.00000% of the principal amount thereof; (iii) Class A-3 Notes will be 99.99371% of the principal amount thereof; (iv) Class A-4a Notes will be 99.97440% of the principal amount thereof; and (v) Class A-4b Notes will be 100.00000% 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 99.86000% of the principal amount thereof; (ii) Class A-2 Notes will be 99.83000% of the principal amount thereof; (iii) Class A-3 Notes will be 99.77371% of the principal amount thereof; (iv) Class A-4a Notes will be 99.74440% of the principal amount thereof; and (v) Class A-4b Notes will be 99.77000% of the principal amount thereof. 3. The interest rate on the: (i) Class A-1 Notes will be 4.45395% per annum; (ii) Class A-2 Notes will be LIBOR + 0.70% per annum; (iii) Class A-3 Notes will be 4.31% per annum; (iv) Class A-4a Notes will be 4.79% per annum; and (v) Class A-4b Notes will be LIBOR + 1.30% 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: Class A-1 Notes 0.084 % 0.042 % Class A-2 Notes 0.102 % 0.051 % Class A-3 Notes 0.132 % 0.066 % Class A-4a Notes 0.138 % 0.069 % Class A-4b Notes 0.138 % 0.069 % 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 Banc of America Securities LLC 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:

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 Xxx 0000; (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 Xxx 0000, 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 Xxx 0000 by IFSRA. 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: /s/ Xxxxxx X. Xxxxx XxXxxxxxx Name: Xxxxxx X. Xxxxx XxXxxxxxx Title: Treasurer CARMAX BUSINESS SERVICES, LLC By: /s/ Xxxxxx X. Xxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxx X. Xxxxxxxx Title: Chief Financial Officer CONFIRMED AND ACCEPTED, as of the date first above written: BANC OF AMERICA SECURITIES LLC, BARCLAYS CAPITAL INC. as Representative of the Underwriters named in Schedule A hereto By: /s/ Xxxxxxx X. Xxxxx Xxxxxxxxxxx Name: Xxxxxxx X. Xxxxx Xxxxxxxxxxx Title: Managing Director Banc Underwriter Principal Amount of America 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 Principal Amount of Class B Notes Principal Amount of Class C Notes Principal Amount of Class D Notes Barclays Capital Inc. $ 48,450,000 $ 91,800,000 $ 84,150,000 $ 36,380,000 $ 4,642,000 $ 3,978,000 $ 3,758,000 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $ 26,790,000 $ 50,760,000 $ 46,530,000 $ 20,116,000 $ 4,504,000 $ 3,861,000 $ 3,646,000 Xxxxx Fargo Securities, LLC $ 26,790,000 $ 50,760,000 $ 46,530,000 $ 20,116,000 $ 4,504,000 $ 3,861,000 $ 3,646,000 X.X. Xxxxxx Securities LLC $ 36,550,000 3,990,000 $ 84,150,000 7,560,000 $ 42,500,000 6,930,000 $ 25,500,000 2,996,000 $ 14,875,000 X.X. Xxxxxx Securities Inc. 36,550,000 84,150,000 42,500,000 25,500,000 14,875,000 Credit Suisse Securities (USA) LLC 6,450,000 14,850,000 7,500,000 4,500,000 2,625,000 Wachovia 0 $ 0 $ 0 RBC Capital Markets, LLC 6,450,000 14,850,000 7,500,000 4,500,000 2,625,000 $ 3,990,000 $ 7,560,000 $ 6,930,000 $ 2,996,000 $ 0 $ 0 $ 0 Scotia Capital (USA) Inc. $ 3,990,000 $ 7,560,000 $ 6,930,000 $ 2,996,000 $ 0 $ 0 $ 0 Total $ 86,000,000 114,000,000 $ 216,000,000 $ 198,000,000 $ 100,000,000 85,600,000 $ 60,000,000 13,650,000 $ 35,000,00011,700,000 $ 11,050,000 1. Issuer General Use Ratings Free Writing Prospectus, dated January 10, 2008, a copy of which is attached hereto. 2. Issuer General Use Free Writing Prospectus, dated January 10November 2, 2008, a copy of which is attached hereto2011. 1. The initial public offering price of the: (i) Class A-1 Notes will be 100.00000% of the principal amount thereof; (ii) Class A-2 Notes will be 100.0000099.99237% of the principal amount thereof; (iii) Class A-3 Notes will be 99.9937199.99609% of the principal amount thereof; (iv) Class A-4a A-4 Notes will be 99.9744099.99190% of the principal amount thereof; (v) Class B Notes will be 99.99172% of the principal amount thereof; (vi) Class C Notes will be 99.97713% of the principal amount thereof; and (vvii) the Class A-4b D Notes will be 100.0000099.99926% 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 99.8600099.90000% of the principal amount thereof; (ii) Class A-2 Notes will be 99.8300099.80237% of the principal amount thereof; (iii) Class A-3 Notes will be 99.7737199.76609% of the principal amount thereof; (iv) Class A-4a A-4 Notes will be 99.7444099.69190% of the principal amount thereof; (v) Class B Notes will be 99.59172% of the principal amount thereof; (vi) Class C Notes will be 99.47713% of the principal amount thereof; and (vvii) Class A-4b D Notes will be 99.7700099.39926% of the principal amount thereof. 3. The interest rate on the: (i) Class A-1 Notes will be 4.453950.40716% per annum; (ii) Class A-2 Notes will be LIBOR + 0.70% per annum; (iii) Class A-3 Notes will be 4.311.07% per annum; (iv) Class A-4a A-4 Notes will be 4.791.51% per annum; (v) Class B Notes will be 2.17% per annum; (vi) Class C Notes will be 2.76% per annum; and (vvii) Class A-4b D Notes will be LIBOR + 1.303.90% 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: Class A-1 Notes 0.084 0.060 % 0.042 0.030 % Class A-2 Notes 0.102 0.114 % 0.051 0.057 % Class A-3 Notes 0.132 % 0.066 % Class A-4a Notes 0.138 % 0.069 % Class A-4b A-4 Notes 0.138 0.180 % 0.069 0.090 % Class B Notes 0.240 % 0.120 % Class C Notes 0.300 % 0.150 % Class D Notes 0.360 % 0.180 % 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 Banc of America Securities LLC Barclays Capital Inc. 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:

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 Xxx Axx 0000; (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 Xxx Axx 0000, 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 Xxx Axx 0000 by IFSRA. 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: /s/ Xxxxxx Txxxxx X. Xxxxx Name: Xxxxxx Txxxxx X. Xxxxx Title: Treasurer CARMAX BUSINESS SERVICES, LLC By: /s/ Xxxxx Kxxxx X. Xxxxxxxx Name: Xxxxx Kxxxx X. Xxxxxxxx Title: Chief Financial Officer Executive Vice President CONFIRMED AND ACCEPTED, as of the date first above written: BANC OF AMERICA SECURITIES LLCBARCLAYS CAPITAL INC., as Representative of the Underwriters named in Schedule A hereto By: /s/ Xxxxxxx X. Xxxxx Jxx Xxx Name: Xxxxxxx X. Xxxxx Jxx Xxx Title: Managing Director Underwriter 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 Principal Amount of Class B Notes Principal Amount of Class C Notes Principal Amount of Class D Notes Barclays Capital Inc. $ 55,250,000 $ 85,850,000 $ 70,975,000 $ 46,218,750 $ 8,450,000 $ 8,612,500 $ 4,062,500 Wxxxx Fargo Securities, LLC 55,250,000 85,850,000 70,975,000 46,218,750 8,450,000 8,612,500 4,062,500 Banc of America Securities LLC $ 36,550,000 $ 84,150,000 $ 42,500,000 $ 25,500,000 $ 14,875,000 X.X. 6,500,000 10,100,000 8,350,000 5,437,500 J.X. Xxxxxx Securities Inc. 36,550,000 84,150,000 42,500,000 25,500,000 14,875,000 Credit Suisse Securities LLC 6,500,000 10,100,000 8,350,000 5,437,500 Scotia Capital (USA) LLC 6,450,000 14,850,000 7,500,000 4,500,000 2,625,000 Wachovia Capital Markets, LLC 6,450,000 14,850,000 7,500,000 4,500,000 2,625,000 Inc. 6,500,000 10,100,000 8,350,000 5,437,500 Total $ 86,000,000 130,000,000 $ 198,000,000 202,000,000 $ 100,000,000 167,000,000 $ 60,000,000 108,750,000 $ 35,000,00016,900,000 $ 17,225,000 $ 8,125,000 1. Issuer General Use Ratings Free Writing Prospectus, dated January 10, 2008, a copy of which is attached hereto. 2. Issuer General Use Free Writing Prospectus, dated January 10November 3, 2008, a copy of which is attached hereto2010. 1. The initial public offering price of the: (i) Class A-1 Notes will be 100.00000100.00% of the principal amount thereof; (ii) Class A-2 Notes will be 100.0000099.99914% of the principal amount thereof; (iii) Class A-3 Notes will be 99.9937199.99351% of the principal amount thereof; (iv) Class A-4a A-4 Notes will be 99.9744099.98714% of the principal amount thereof; and (v) Class A-4b B Notes will be 100.0000099.98292% of the principal amount thereof; (vi) Class C Notes will be 99.96745% of the principal amount thereof and (vii) the Class D Notes will be 99.97802% 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 99.8600099.88000% of the principal amount thereof; (ii) Class A-2 Notes will be 99.8300099.76914% of the principal amount thereof; (iii) Class A-3 Notes will be 99.7737199.74351% of the principal amount thereof; (iv) Class A-4a A-4 Notes will be 99.7444099.65714% of the principal amount thereof; and (v) Class A-4b B Notes will be 99.7700099.53292% of the principal amount thereof; (vi) Class C Notes will be 99.46745% of the principal amount thereof and (vii) Class D Notes will be 99.37802% of the principal amount thereof. 3. The interest rate on the: (i) Class A-1 Notes will be 4.453950.31315% per annum; (ii) Class A-2 Notes will be LIBOR + 0.700.75% per annum; (iii) Class A-3 Notes will be 4.310.99% per annum; (iv) Class A-4a A-4 Notes will be 4.791.41% per annum; and (v) Class A-4b B Notes will be LIBOR + 1.302.00% per annum; (vi) Class C Notes will be 2.59% per annum and (vii) Class D Notes will be 3.58% 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: Class A-1 Notes 0.084 0.072 % 0.042 0.036 % Class A-2 Notes 0.102 % 0.051 % Class A-3 Notes 0.132 % 0.066 % Class A-4a Notes 0.138 % 0.069 % Class A-4b A-3 Notes 0.138 0.150 % 0.069 0.075 % Class A-4 Notes 0.198 % 0.099 % Class B Notes 0.270 % 0.135 % Class C Notes 0.300 % 0.150 % Class D Notes 0.360 % 0.180 % 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 Banc of America Securities LLC Barclays Capital Inc. 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:

Ireland. 4.1 Each Underwriter hereby severally Dealer represents to and agrees with the Depositor that: (a) to the extent applicable, it will not underwrite the issue of, or place placement of the Notes, Notes otherwise than in conformity with the provisions of the Irish Investment Intermediaries Act 1995 European Communities (Markets in Financial Instruments) Regulations 2007 (Nos. 1 to 3) (as amended), including, without limitation, Sections 9 and 23 thereof ) and any codes of conduct rules made under Section 37 thereof conduct, conditions, requirements and other enactments issued, imposed or approved by the Central Bank of Ireland in connection therewith and the provisions of the Investor Compensation Xxx 0000Act 1998 (as amended); (b) it will not underwrite the issue of, or place, placement of the Notes, otherwise than in conformity with the provisions of the Irish Central Bank Banks Acts 1942 1999 to 2014 (as amended) ), Notice BSD C01/02 issued by the Irish Central Bank and any codes of conduct rules made under Section 117(1) thereofof the Xxxxxxx Xxxx Xxx 0000 (as amended) or any regulations issued pursuant to Part 8 of the Central Bank (Supervision and Enforcement) Xxx 0000 (as amended); (c) it will not underwrite the issue or placement of, or place, or do anything otherwise act in Ireland in respect of of, the Notes otherwise than in conformity with the provisions of the Irish Prospectus (Directive 2003/71/EC) Regulations 2005 (as amended), the Irish Companies Xxx 0000 and any rules issued under Section 51 1363 of the Irish Investment Funds, Companies and Miscellaneous Provisions Xxx 0000, 0000 by the Irish Central Bank and Financial Services Regulatory Authority (“IFSRA”)of Ireland; and (d) it will not underwrite the issue or placement of, place or otherwise act in Ireland in respect of of, the Notes, otherwise than in conformity with the provisions of (A) the Irish Market Abuse Regulation (Regulation EU 596/2014); (B) the Market Abuse Directive on criminal sanctions for market abuse (Directive 2003/62014/57/ECEU); (C) the European Union (Market Abuse) Regulations 2005 2016 (S.I. No. 349 of 2016), as amended; and (D) any rules issued by the Central Bank of Ireland pursuant thereto or under Section 34 1370 of the Irish Investment Funds, Companies and Miscellaneous Provisions Xxx 0000 by IFSRA. 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: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Treasurer CARMAX BUSINESS SERVICES, LLC By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Chief Financial Officer CONFIRMED AND ACCEPTED0000, as of the date first above written: BANC OF AMERICA SECURITIES LLC, as Representative of the Underwriters named in Schedule A hereto By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Managing Director Banc of America Securities LLC $ 36,550,000 $ 84,150,000 $ 42,500,000 $ 25,500,000 $ 14,875,000 X.X. Xxxxxx Securities Inc. 36,550,000 84,150,000 42,500,000 25,500,000 14,875,000 Credit Suisse Securities (USA) LLC 6,450,000 14,850,000 7,500,000 4,500,000 2,625,000 Wachovia Capital Markets, LLC 6,450,000 14,850,000 7,500,000 4,500,000 2,625,000 Total $ 86,000,000 $ 198,000,000 $ 100,000,000 $ 60,000,000 $ 35,000,000 1. Issuer General Use Free Writing Prospectus, dated January 10, 2008, a copy of which is attached hereto. 2. Issuer General Use Free Writing Prospectus, dated January 10, 2008, a copy of which is attached hereto. 1. The initial public offering price of the: (i) Class A-1 Notes will be 100.00000% of the principal amount thereof; (ii) Class A-2 Notes will be 100.00000% of the principal amount thereof; (iii) Class A-3 Notes will be 99.99371% of the principal amount thereof; (iv) Class A-4a Notes will be 99.97440% of the principal amount thereof; and (v) Class A-4b Notes will be 100.00000% 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 99.86000% of the principal amount thereof; (ii) Class A-2 Notes will be 99.83000% of the principal amount thereof; (iii) Class A-3 Notes will be 99.77371% of the principal amount thereof; (iv) Class A-4a Notes will be 99.74440% of the principal amount thereof; and (v) Class A-4b Notes will be 99.77000% of the principal amount thereof. 3. The interest rate on the: (i) Class A-1 Notes will be 4.45395% per annum; (ii) Class A-2 Notes will be LIBOR + 0.70% per annum; (iii) Class A-3 Notes will be 4.31% per annum; (iv) Class A-4a Notes will be 4.79% per annum; and (v) Class A-4b Notes will be LIBOR + 1.30% 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: Class A-1 Notes 0.084 % 0.042 % Class A-2 Notes 0.102 % 0.051 % Class A-3 Notes 0.132 % 0.066 % Class A-4a Notes 0.138 % 0.069 % Class A-4b Notes 0.138 % 0.069 % 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 belowforegoing may be amended, for whom Banc of America Securities LLC is acting as Representativerestated, and each of the Underwriters has severally agreed varied, supplemented and/or otherwise replaced from time to purchase, the initial principal amount of Notes set forth opposite its name below:time.

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 Xxx 0000; (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 Xxx 0000, 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 Xxx 0000 by IFSRA. 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: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Treasurer CARMAX BUSINESS SERVICES, LLC By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Chief Financial Officer CONFIRMED AND ACCEPTED, as of the date first above written: BANC OF AMERICA SECURITIES WACHOVIA CAPITAL MARKETS, LLC, as Representative of the Underwriters named in Schedule A hereto By: /s/ Xxxxxxx Xxxxx X. Xxxxx Xxxxxxxx, III Name: Xxxxxxx Xxxxx X. Xxxxx Xxxxxxxx, III Title: Managing Director Vice President Wachovia Capital Markets, LLC $ 43,690,000 $ 31,894,000 $ 31,894,000 $ 26,804,000 $ 30,867,000 X.X. Xxxxxx Securities Inc. $ 43,690,000 $ 31,894,000 $ 31,894,000 $ 26,804,000 $ 30,867,000 Banc of America Securities LLC $ 36,550,000 6,310,000 $ 84,150,000 4,606,000 $ 42,500,000 4,606,000 $ 25,500,000 3,871,000 $ 14,875,000 X.X. Xxxxxx Securities Inc. 36,550,000 84,150,000 42,500,000 25,500,000 14,875,000 4,458,000 Credit Suisse Securities (USA) LLC 6,450,000 14,850,000 7,500,000 4,500,000 2,625,000 $ 6,310,000 $ 4,606,000 $ 4,606,000 $ 3,871,000 $ 4,458,000 Total $ 100,000,000 $ 73,000,000 $ 73,000,000 $ 61,350,000 $ 70,650,000 Wachovia Capital Markets, LLC 6,450,000 14,850,000 7,500,000 4,500,000 2,625,000 $ 39,649,000 $ 10,000,000 $ 5,625,000 X.X. Xxxxxx Securities Inc. $ 39,649,000 $ 10,000,000 $ 5,625,000 Banc of America Securities LLC $ 5,726,000 Credit Suisse Securities (USA) LLC $ 5,726,000 Total $ 86,000,000 90,750,000 $ 198,000,000 20,000,000 $ 100,000,000 $ 60,000,000 $ 35,000,00011,250,000 1. Issuer General Use Free Writing Prospectus, dated January 10September 7, 20082007, a copy of which is attached hereto. 2. Issuer General Use Free Writing Prospectus, dated January 10September 7, 20082007, a copy of which is attached hereto. 1. The initial public offering price of the: the (i) Class A-1 Notes will be 100.00000100% of the principal amount thereof; , (ii) Class A-2 A-2a Notes will be 100.0000099.99909% of the principal amount thereof; , (iii) Class A-3 A-2b Notes will be 99.99371100% of the principal amount thereof; , (iv) Class A-4a A-3a Notes will be 99.9744099.98577% of the principal amount thereof; and , (v) Class A-4b A-3b Notes will be 100.00000100% of the principal amount thereof, (vi) A-4 Notes will be 99.9835% of the principal amount thereof, (vii) Class B Notes will be 99.99238% of the principal amount thereof and (viii) Class C Notes will be 99.99935% 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: the (i) Class A-1 Notes will be 99.8600099.86% of the principal amount thereof; , (ii) Class A-2 A-2a Notes will be 99.8300099.82909% of the principal amount thereof; , (iii) Class A-3 A-2b Notes will be 99.7737199.83% of the principal amount thereof; , (iv) Class A-4a A-3a Notes will be 99.7444099.76577% of the principal amount thereof; and , (v) Class A-4b A-3b Notes will be 99.7700099.78% of the principal amount thereof, (vi) Class A-4 Notes will be 99.7535% of the principal amount thereof, (vii) Class B Notes will be 99.61238% of the principal amount thereof and (viii) Class C Notes will be 99.46935% of the principal amount thereof. 3. The interest rate on the: (i) Class A-1 Notes will be 4.453955.83855% per annum; (ii) Class A-2 A-2a Notes will be LIBOR + 0.705.21% per annum; (iii) Class A-3 A-2b Notes will be 4.31LIBOR + 0.30% per annum; (iii) Class A-3a Notes will be 5.19% per annum; (iv) Class A-4a A-3b Notes will be 4.79LIBOR + 0.40% per annum; (v) Class A-4 Notes will be 5.32% per annum; (vi) Class B Notes will be 6.12% per annum; and (vvii) Class A-4b C Notes will be LIBOR + 1.307.58% 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: Class A-1 Notes 0.084 % 0.042 % Class A-2 A-2a Notes 0.102 % 0.051 % Class A-3 A-2b Notes 0.102 % 0.051 % Class A-3a Notes 0.132 % 0.066 % Class A-4a A-3b Notes 0.132 % 0.066 % Class A-4 Notes 0.138 % 0.069 % Class A-4b B Notes 0.138 0.228 % 0.069 0.114 % Class C Notes 0.318 % 0.159 % 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 Banc of America Securities Wachovia Capital Markets, LLC 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:Underwriters

Ireland. 4.1 Each Underwriter hereby severally Dealer represents to and agrees with the Depositor that: (a) to the extent applicable, it will not underwrite the issue of, or place placement of the Notes, Notes otherwise than in conformity with the provisions of the Irish Investment Intermediaries Act 1995 European Communities (Markets in Financial Instruments) Regulations 2007 (Nos. 1 to 3) (as amended), including, without limitation, Sections 9 and 23 thereof ) and any codes of conduct rules made under Section 37 thereof conduct, conditions, requirements and other enactments issued, imposed or approved by the Central Bank of Ireland in connection therewith and the provisions of the Investor Compensation Xxx 0000Act 1998 (as amended); (b) it will not underwrite the issue of, or place, placement of the Notes, otherwise than in conformity with the provisions of the Irish Central Bank Banks Acts 1942 1999 to 2014 (as amended) ), Notice BSD C01/02 issued by the Irish Central Bank and any codes of conduct rules made under Section 117(1) thereofof the Xxxxxxx Xxxx Xxx 0000 (as amended) or any regulations issued pursuant to Part 8 of the Central Bank (Supervision and Enforcement) Xxx 0000 (as amended); (c) it will not underwrite the issue or placement of, or place, or do anything otherwise act in Ireland in respect of of, the Notes otherwise than in conformity with the provisions of the Irish Prospectus (Directive 2003/71/EC) Regulations 2005 (as amended), the Irish Companies Xxx 0000 and any rules issued under Section 51 1363 of the Irish Investment Funds, Companies and Miscellaneous Provisions Xxx 0000, 0000 by the Irish Central Bank and Financial Services Regulatory Authority (“IFSRA”)of Ireland; and (d) it will not underwrite the issue or placement of, place or otherwise act in Ireland in respect of of, the Notes, otherwise than in conformity with the provisions of the Irish Market Abuse (Directive 2003/6/EC) Regulations 2005 (as amended) and any rules issued by the Central Bank of Ireland pursuant thereto or under Section 34 1370 of the Irish Investment Funds, Companies and Miscellaneous Provisions Xxx 0000 by IFSRA. 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: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Treasurer CARMAX BUSINESS SERVICES, LLC By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Chief Financial Officer CONFIRMED AND ACCEPTED0000, as of the date first above written: BANC OF AMERICA SECURITIES LLC, as Representative of the Underwriters named in Schedule A hereto By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Managing Director Banc of America Securities LLC $ 36,550,000 $ 84,150,000 $ 42,500,000 $ 25,500,000 $ 14,875,000 X.X. Xxxxxx Securities Inc. 36,550,000 84,150,000 42,500,000 25,500,000 14,875,000 Credit Suisse Securities (USA) LLC 6,450,000 14,850,000 7,500,000 4,500,000 2,625,000 Wachovia Capital Markets, LLC 6,450,000 14,850,000 7,500,000 4,500,000 2,625,000 Total $ 86,000,000 $ 198,000,000 $ 100,000,000 $ 60,000,000 $ 35,000,000 1. Issuer General Use Free Writing Prospectus, dated January 10, 2008, a copy of which is attached hereto. 2. Issuer General Use Free Writing Prospectus, dated January 10, 2008, a copy of which is attached hereto. 1. The initial public offering price of the: (i) Class A-1 Notes will be 100.00000% of the principal amount thereof; (ii) Class A-2 Notes will be 100.00000% of the principal amount thereof; (iii) Class A-3 Notes will be 99.99371% of the principal amount thereof; (iv) Class A-4a Notes will be 99.97440% of the principal amount thereof; and (v) Class A-4b Notes will be 100.00000% 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 99.86000% of the principal amount thereof; (ii) Class A-2 Notes will be 99.83000% of the principal amount thereof; (iii) Class A-3 Notes will be 99.77371% of the principal amount thereof; (iv) Class A-4a Notes will be 99.74440% of the principal amount thereof; and (v) Class A-4b Notes will be 99.77000% of the principal amount thereof. 3. The interest rate on the: (i) Class A-1 Notes will be 4.45395% per annum; (ii) Class A-2 Notes will be LIBOR + 0.70% per annum; (iii) Class A-3 Notes will be 4.31% per annum; (iv) Class A-4a Notes will be 4.79% per annum; and (v) Class A-4b Notes will be LIBOR + 1.30% 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: Class A-1 Notes 0.084 % 0.042 % Class A-2 Notes 0.102 % 0.051 % Class A-3 Notes 0.132 % 0.066 % Class A-4a Notes 0.138 % 0.069 % Class A-4b Notes 0.138 % 0.069 % 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 belowforegoing may be amended, for whom Banc of America Securities LLC is acting as Representativerestated, and each of the Underwriters has severally agreed varied, supplemented and/or otherwise replaced from time to purchase, the initial principal amount of Notes set forth opposite its name below:time.

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 Xxx 0000; (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 Xxx 0000, 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 Xxx 0000 by IFSRA. 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: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Treasurer CARMAX BUSINESS SERVICES, LLC By: /s/ Xxxxx Xxx X. Xxxxxxxx Xxxxxx Name: Xxxxx Xxx X. Xxxxxxxx Xxxxxx Title: Chief Financial Officer Vice President CONFIRMED AND ACCEPTED, as of the date first above written: BANC OF AMERICA SECURITIES LLCXXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED, as Representative of the Underwriters named in Schedule A hereto By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Managing Director Banc Underwriter Principal Amount of America Securities LLC 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 Principal Amount of Class B Notes Principal Amount of Class C Notes Principal Amount of Class D Notes Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $ 36,550,000 54,400,000 $ 84,150,000 62,475,000 $ 42,500,000 95,625,000 $ 25,500,000 46,772,000 $ 14,875,000 7,950,000 $ 7,950,000 $ 4,075,000 X.X. Xxxxxx Securities LLC 54,400,000 62,475,000 95,625,000 46,771,000 7,950,000 7,950,000 4,075,000 Barclays Capital Inc. 36,550,000 84,150,000 42,500,000 25,500,000 14,875,000 Credit Suisse Securities (USA) LLC 6,450,000 14,850,000 7,500,000 4,500,000 2,625,000 Wachovia 6,400,000 7,350,000 11,250,000 5,503,000 0 0 0 RBC Capital Markets, LLC 6,450,000 14,850,000 7,500,000 4,500,000 2,625,000 6,400,000 7,350,000 11,250,000 5,502,000 0 0 0 Xxxxx Fargo Securities, LLC 6,400,000 7,350,000 11,250,000 5,502,000 0 0 0 Total $ 86,000,000 128,000,000 $ 198,000,000 147,000,000 $ 100,000,000 225,000,000 $ 60,000,000 110,050,000 $ 35,000,00015,900,000 $ 15,900,000 $ 8,150,000 1. Issuer General Use Ratings Free Writing Prospectus, dated January 10, 2008, a copy of which is attached hereto. 2. Issuer General Use Free Writing Prospectus, dated January 10March 9, 2008, a copy of which is attached hereto2011. 1. The initial public offering price of the: (i) Class A-1 Notes will be 100.00000% of the principal amount thereof; (ii) Class A-2 Notes will be 100.0000099.99904% of the principal amount thereof; (iii) Class A-3 Notes will be 99.9937199.97920% of the principal amount thereof; (iv) Class A-4a A-4 Notes will be 99.9744099.97496% of the principal amount thereof; and (v) Class A-4b B Notes will be 100.0000099.96800% of the principal amount thereof; (vi) Class C Notes will be 99.97667% of the principal amount thereof and (vii) the Class D Notes will be 99.97958% 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 99.8600099.90000% of the principal amount thereof; (ii) Class A-2 Notes will be 99.8300099.77904% of the principal amount thereof; (iii) Class A-3 Notes will be 99.7737199.74920% of the principal amount thereof; (iv) Class A-4a A-4 Notes will be 99.7444099.66496% of the principal amount thereof; and (v) Class A-4b B Notes will be 99.7700099.56800% of the principal amount thereof; (vi) Class C Notes will be 99.47667% of the principal amount thereof and (vii) Class D Notes will be 99.37958% of the principal amount thereof. 3. The interest rate on the: (i) Class A-1 Notes will be 4.453950.33394% per annum; (ii) Class A-2 Notes will be LIBOR + 0.700.72% per annum; (iii) Class A-3 Notes will be 4.311.29% per annum; (iv) Class A-4a A-4 Notes will be 4.792.16% per annum; and (v) Class A-4b B Notes will be LIBOR + 1.302.63% per annum; (vi) Class C Notes will be 2.83% per annum and (vii) Class D Notes will be 3.62% 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: Class A-1 Notes 0.084 0.060 % 0.042 0.030 % Class A-2 Notes 0.102 % 0.051 % Class A-3 Notes 0.132 % 0.066 % Class A-4a A-3 Notes 0.138 % 0.069 % Class A-4b A-4 Notes 0.138 0.186 % 0.069 0.093 % Class B Notes 0.240 % 0.120 % Class C Notes 0.300 % 0.150 % Class D Notes 0.360 % 0.180 % 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 Banc of America Securities LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 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: