Common use of Annual Independent Certified Public Accountants' Reports Clause in Contracts

Annual Independent Certified Public Accountants' Reports. On or before May 31 of each year (commencing with the year 20[__]), the Servicer shall cause a firm of independent certified public accountants (who may also render other services to the Servicer or its Affiliates) to deliver to the Depositor, the Owner Trustee and the Indenture Trustee a report addressed to the Board of Directors of the Servicer with respect to the preceding CarMax 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[__]) to the effect that (i) such firm has audited the financial statements of the Servicer and issued its report thereon, (ii) such firm has audited the reports delivered by the Servicer pursuant to Section 3.9 and the records relating to the servicing of the Receivables and the distributions on the Notes and the Certificates under this Agreement, (iii) such audit was made in accordance with generally accepted auditing standards and (iv) except as described in the report, such audit disclosed no exceptions or errors in the records relating to motor vehicle loans serviced for others. Such report shall also indicate that the firm is independent with respect to the Depositor, the Seller and the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. 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. In the event such firm requires the Indenture Trustee to agree to the procedures performed by such firm, the Servicer shall direct the Indenture Trustee in writing to so agree, it being understood and agreed that the Indenture Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and the Indenture Trustee makes no independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures.

Annual Independent Certified Public Accountants' Reports. On or before May 31 of each year (commencing with the year 20[__]2005), the Servicer shall cause a firm of independent certified public accountants (who may also render other services to the Servicer or its Affiliates) to deliver to the Depositor, the Owner Trustee and the Indenture Trustee a report addressed to the Board of Directors of the Servicer with respect to the preceding CarMax Fiscal Year (or, in the case of the report to be delivered in the year 20[__]2005, with respect to the period beginning on the Closing Date and ending on February 28, 20[__]2005) to the effect that (i) such firm has audited the financial statements of the Servicer and issued its report thereon, (ii) such firm has audited the reports delivered by the Servicer pursuant to Section 3.9 and the records relating to the servicing of the Receivables and the distributions on the Notes and the Certificates under this Agreement, (iii) such audit was made in accordance with generally accepted auditing standards and (iv) except as described in the report, such audit disclosed no exceptions or errors in the records relating to motor vehicle loans serviced for others. Such report shall also indicate that the firm is independent with respect to the Depositor, the Seller and the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. 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. In the event such firm requires the Indenture Trustee to agree to the procedures performed by such firm, the Servicer shall direct the Indenture Trustee in writing to so agree, it being understood and agreed that the Indenture Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and the Indenture Trustee makes no independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures.

Annual Independent Certified Public Accountants' Reports. On or before May 31 of each year (commencing with the year 20[__]2006), the Servicer shall cause a firm of independent certified public accountants (who may also render other services to the Servicer or its Affiliates) to deliver to the Depositor, the Owner Trustee and the Indenture Trustee a report addressed to the Board of Directors of the Servicer with respect to the preceding CarMax Fiscal Year (or, in the case of the report to be delivered in the year 20[__]2006, with respect to the period beginning on the Closing Date and ending on February 28, 20[__]2006) to the effect that (i) such firm has audited the financial statements of the Servicer and issued its report thereon, (ii) such firm has audited the reports delivered by the Servicer pursuant to Section 3.9 and the records relating to the servicing of the Receivables and the distributions on the Notes and the Certificates under this Agreement, (iii) such audit was made in accordance with generally accepted auditing standards and (iv) except as described in the report, such audit disclosed no exceptions or errors in the records relating to motor vehicle loans serviced for others. Such report shall also indicate that the firm is independent with respect to the Depositor, the Seller and the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. 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. In the event such firm requires the Indenture Trustee to agree to the procedures performed by such firm, the Servicer shall direct the Indenture Trustee in writing to so agree, it being understood and agreed that the Indenture Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and the Indenture Trustee makes no independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures. Notwithstanding the foregoing, to the extent that the Commission adopts a rule requiring the delivery of an annual attestation of a firm of independent public accountants with respect to the assessment of servicing compliance by the Servicer stating, among other things, that the Servicer’s assessment of compliance with the servicing criteria is fairly stated in all material respects, or the reason why such an opinion cannot be expressed, the delivery of a copy of such attestation to the Depositor, the Owner Trustee and the Indenture Trustee shall be deemed to satisfy the provisions of this Section.

Annual Independent Certified Public Accountants' Reports. On or before May 31 of each year (commencing with the year 20[__]2004), the Servicer shall cause a firm of independent certified public accountants (who may also render other services to the Servicer or its Affiliates) to deliver to the Depositor, the Owner Trustee and the Indenture Trustee a report addressed to the Board of Directors of the Servicer with respect to the preceding CarMax Fiscal Year (or, in the case of the report to be delivered in the year 20[__]2004, with respect to the period beginning on the Closing Date and ending on February 28, 20[__]2003) to the effect that (i) such firm has audited the financial statements of the Servicer and issued its report thereon, (ii) such firm has audited the reports delivered by the Servicer pursuant to Section 3.9 and the records relating to the servicing of the Receivables and the distributions on the Notes and the Certificates under this Agreement, (iii) such audit was made in accordance with generally accepted auditing standards and (iv) except as described in the report, such audit disclosed no exceptions or errors in the records relating to motor vehicle loans serviced for others. Such report shall also indicate that the firm is independent with respect to the Depositor, the Seller and the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. 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. In the event such firm requires the Indenture Trustee to agree to the procedures performed by such firm, the Servicer shall direct the Indenture Trustee in writing to so agree, it being understood and agreed that the Indenture Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and the Indenture Trustee makes no independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures.

Annual Independent Certified Public Accountants' Reports. On or before May 31 of each year (commencing with the year 20[__]2005), the Servicer shall cause a firm of independent certified public accountants (who may also render other services to the Servicer or its Affiliates) to deliver to the Depositor, the Owner Trustee and the Indenture Trustee a report addressed to the Board of Directors of the Servicer with respect to the preceding CarMax Fiscal Year (or, in the case of the report to be delivered in the year 20[__]2005, with respect to the period beginning on the Closing Date and ending on February 28, 20[__]2005) to the effect that (i) such firm has audited the financial statements of the Servicer and issued its report thereon, (ii) such firm has audited the reports delivered by the Servicer pursuant to Section 3.9 and the records relating to the servicing of the Receivables and the distributions on the Notes and the Certificates under this Agreement, (iii) such audit was made in accordance with generally accepted auditing standards and (iv) except as described in the report, such audit disclosed no exceptions or errors in the records relating to motor vehicle loans serviced for others. Such report shall also indicate that the firm is independent with respect to the Depositor, the Seller and the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. 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. In the event such firm requires the Indenture Trustee to agree to the procedures performed by such firm, the Servicer shall direct the Indenture Trustee in writing to so agree, it being understood and agreed that the Indenture Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and the Indenture Trustee makes no independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures. Notwithstanding the foregoing, to the extent that the Commission adopts a rule requiring the delivery of an annual attestation of a firm of independent public accountants with respect to the assessment of servicing compliance by the Servicer stating, among other things, that the Servicer’s assessment of compliance with the servicing criteria is fairly stated in all material respects, or the reason why such an opinion cannot be expressed, the delivery of a copy of such attestation to the Depositor, the Owner Trustee and the Indenture Trustee shall be deemed to satisfy the provisions of this Section.

Annual Independent Certified Public Accountants' Reports. On or before May 31 of each year (commencing with the year 20[__]), the The Servicer shall cause a firm of independent certified public accountants (who may also render other services to the Servicer Servicer, the Seller or its AffiliatesMBCC) to deliver to the Depositor, the Owner Trustee and the Indenture Trustee on or before March 31 of each year, commencing March 31, 2000, a report addressed to the Board of Directors of the Servicer with respect to the preceding CarMax Fiscal Year calendar year (oror longer period, 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[__]first such report) to the effect that (i) such firm has audited the financial statements of the Servicer and issued its report thereon, (ii) such firm has audited the reports delivered by the Servicer pursuant to Section 3.9 thereon and the records relating to the servicing of the Receivables and the distributions on the Notes and the Certificates under this Agreement, (iii) that such audit (a) was made in accordance with generally accepted auditing standards standards, (b) included tests relating to motor vehicle and commercial vehicle loans serviced for others in accordance with the requirements of the Uniform Single Attestation Program for Mortgage Bankers (the "Program"), to the extent the procedures in such Program are applicable to the servicing obligations set forth in this Agreement, and (ivc) except as described in the 38 44 report, such audit disclosed no exceptions or errors in the records relating to motor vehicle Motor Vehicle and Commercial Vehicle loans serviced for othersothers that such firm is required to report under the Program. Such report shall also indicate that the firm is independent with respect to the Depositor, the Seller and the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. 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. In the event such firm of independent certified public accountants requires the Indenture Trustee to agree or consent to the procedures performed by such firm, the Servicer Issuer shall direct the Indenture Trustee in writing to so agree, it being understood and agreed that the Indenture Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and the Indenture Trustee makes no not make any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, of the sufficiency, validity or correctness of such procedures.

Annual Independent Certified Public Accountants' Reports. On or before May 31 of each year (commencing with the year 20[__]), the The Servicer shall cause a firm of independent certified public accountants (who may also render other services to the Servicer Servicer, the Seller or its AffiliatesMBCC) to deliver to the Depositor, the Owner Trustee and the Indenture Trustee on or before March 31 of each year, commencing March 31, 2000, a report addressed to the Board of Directors of the Servicer with respect to the preceding CarMax Fiscal Year calendar year (oror longer period, 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[__]first such report) to the effect that (i) such firm has audited the financial statements of the Servicer and issued its report thereon, (ii) such firm has audited the reports delivered by the Servicer pursuant to Section 3.9 thereon and the records relating to the servicing of the Receivables and the distributions on the Notes and the Certificates under this Agreement, (iii) that such audit (a) was made in accordance with generally accepted auditing standards standards, (b) included tests relating to motor vehicle and commercial vehicle loans serviced for others in accordance with the requirements of the Uniform Single Attestation Program for Mortgage Bankers (the "Program"), to the extent the procedures in such Program are applicable to the servicing obligations set forth in this Agreement, and (ivc) except as described in the report, such audit disclosed no exceptions or errors in the records relating to motor vehicle Motor Vehicle and Commercial Vehicle loans serviced for othersothers that such firm is required to report under the Program. Such report shall also indicate that the firm is independent with respect to the Depositor, the Seller and the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. 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. In the event such firm of independent certified public accountants requires the Indenture Trustee to agree or consent to the procedures performed by such firm, the Servicer Issuer shall direct the Indenture Trustee in writing to so agree, it being understood and agreed that the Indenture Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and the Indenture Trustee makes no not make any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, of the sufficiency, validity or correctness of such procedures.

Annual Independent Certified Public Accountants' Reports. On or before May 31 of each year (commencing with the year 20[__]), the Servicer shall cause a firm of independent certified public accountants (who may also render other services to the Servicer or its Affiliates) to deliver to the Depositor, the Owner Trustee, the Indenture Trustee and the Indenture Trustee Insurer a report addressed to the Board of Directors of the Servicer with respect to the preceding CarMax 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[__]) to the effect that (i) such firm has audited the financial statements of the Servicer and issued its report thereon, (ii) such firm has audited the reports delivered by the Servicer pursuant to Section 3.9 and the records relating to the servicing of the Receivables and the distributions on the Notes and the Certificates under this Agreement, (iii) such audit was made in accordance with generally accepted auditing standards and (iv) except as described in the report, such audit disclosed no exceptions or errors in the records relating to motor vehicle loans serviced for others. Such report shall also indicate that the firm is independent with respect to the Depositor, the Seller and the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. 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. In the event such firm requires the Indenture Trustee to agree to the procedures performed by such firm, the Servicer shall direct the Indenture Trustee in writing to so agree, it being understood and agreed that the Indenture Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and the Indenture Trustee makes no independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures.

Annual Independent Certified Public Accountants' Reports. On or before May 31 of each year (commencing with the year 20[__]2004), the Servicer shall cause a firm of independent certified public accountants (who may also render other services to the Servicer or its Affiliates) to deliver to the Depositor, the Owner Trustee and the Indenture Trustee a report addressed to the Board of Directors of the Servicer with respect to the preceding CarMax Fiscal Year (or, in the case of the report to be delivered in the year 20[__]2004, with respect to the period beginning on the Closing Date and ending on February 2829, 20[__]2004) to the effect that (i) such firm has audited the financial statements of the Servicer and issued its report thereon, (ii) such firm has audited the reports delivered by the Servicer pursuant to Section 3.9 and the records relating to the servicing of the Receivables and the distributions on the Notes and the Certificates under this Agreement, (iii) such audit was made in accordance with generally accepted auditing standards and (iv) except as described in the report, such audit disclosed no exceptions or errors in the records relating to motor vehicle loans serviced for others. Such report shall also indicate that the firm is independent with respect to the Depositor, the Seller and the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. 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. In the event such firm requires the Indenture Trustee to agree to the procedures performed by such firm, the Servicer shall direct the Indenture Trustee in writing to so agree, it being understood and agreed that the Indenture Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and the Indenture Trustee makes no independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures.