Common use of Communications Regarding Demands to Repurchase Receivables Clause in Contracts

Communications Regarding Demands to Repurchase Receivables. The Owner Trustee shall provide notice to CarMax and the Depositor as soon as practicable of all demands communicated to a Responsible Officer of the Owner Trustee for the repurchase or replacement of any Receivable for breach of the representations and warranties concerning such Receivable. Subject to this Section 6.8, the Owner Trustee shall have no obligation to take any other action with respect to a demand. However, the Owner Trustee shall, upon written request of either CarMax or the Depositor, provide notification to CarMax and the Depositor with respect to any actions taken by the Owner Trustee with respect to any such demand communicated to a Responsible Officer of the Owner Trustee in respect of any Receivables, such notifications to be provided by the Owner Trustee as soon as practicable and in any event within five Business Days of such request or such other time frame as may be mutually agreed to by the Owner Trustee and CarMax or the Depositor, as applicable. The Owner Trustee acknowledges and agrees that the purpose of this Section 6.8 is to facilitate compliance by CarMax and the Depositor with Rule 15Ga-1 under the Exchange Act, as amended, and Items 1104(e) and 1121(c) of Regulation AB (the “Repurchase Rules and Regulations”). The Owner Trustee acknowledges that interpretations of the requirements of the Repurchase Rules and Regulations may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with reasonable requests made by CarMax and the Depositor in good faith for delivery of information under these provisions on the basis of evolving interpretations of the Repurchase Rules and Regulations. The Owner Trustee shall cooperate fully with CarMax and the Depositor to deliver any and all records and any other information in its actual possession that are reasonably requested in writing by CarMax or the Depositor and necessary in the good faith determination of CarMax and the Depositor to permit them to comply with the provisions of the Repurchase Rules and Regulations. In no event shall the Owner Trustee have (i) any responsibility or liability in connection with any filing required to be made by a securitizer under the Exchange Act or Regulation AB or (ii) any duty or obligation to undertake any investigation or inquiry related to repurchase activity or otherwise to assume any additional duties or responsibilities except as expressly set forth in this Section 6.8.

Communications Regarding Demands to Repurchase Receivables. The Owner Trustee shall provide notice to CarMax and the Depositor as soon as practicable of all demands communicated to a Responsible Officer of the Owner Trustee for the repurchase or replacement of any Receivable for breach of the representations and warranties concerning such Receivable. Subject to this Section 6.8, the Owner Trustee shall have no obligation to take any other action with respect to a demand. However, the Owner Trustee shall, upon written request of either CarMax or the Depositor, provide notification to CarMax and the Depositor with respect to any actions taken by the Owner Trustee with respect to any such demand communicated to a Responsible Officer of the Owner Trustee in respect of any Receivables, such notifications to be provided by the Owner Trustee as soon as practicable and in any event within five Business Days of such request or such other time frame as may be mutually agreed to by the Owner Trustee and CarMax or the Depositor, as applicable. The Owner Trustee acknowledges and agrees that the purpose of this Section 6.8 is to facilitate compliance by CarMax and the Depositor with Rule 15Ga-1 under the Exchange Act, as amended, and Items 1104(e) and 1121(c) of Regulation AB (the “Repurchase Rules and Regulations”). The Owner Trustee acknowledges that interpretations of the requirements of the Repurchase Rules and Regulations may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with reasonable requests made by CarMax and the Depositor in good faith for delivery of information under these provisions on the basis of evolving interpretations of the Repurchase Rules and Regulations. The Owner Trustee shall cooperate fully with CarMax and the Depositor to deliver any and all records and any other information in its actual possession that are reasonably requested in writing by CarMax or the Depositor and necessary in the good faith determination of CarMax and the Depositor to permit them to comply with the provisions of the Repurchase Rules and Regulations. In no event shall the Owner Trustee have (i) any responsibility or liability in connection with any filing required to be made by a securitizer under the Exchange Act or Regulation AB or (ii) any duty or obligation to undertake any investigation or inquiry related to repurchase activity or otherwise to assume any additional duties or responsibilities except as expressly set forth in this Section 6.8.

Communications Regarding Demands to Repurchase Receivables. The Owner Trustee shall provide notice to CarMax and the Depositor as soon as practicable of all demands communicated to a Responsible Officer of the Owner Trustee for the repurchase or replacement of any Receivable for breach of the representations and warranties concerning such Receivable. Subject to this Section 6.8, the Owner Trustee shall have no obligation to take any other action with respect to a demand. However, the Owner Trustee shall, upon written request of either CarMax or the Depositor, provide notification to CarMax and the Depositor with respect to any actions taken by the Owner Trustee with respect to any such demand communicated to a Responsible Officer of the Owner Trustee in respect of any Receivables, such notifications to be provided by the Owner Trustee as soon as practicable and in any event within five Business Days of such request or such other time frame as may be mutually agreed to by the Owner Trustee and CarMax or the Depositor, as applicable. The Owner Trustee acknowledges and agrees that the purpose of this Section 6.8 is to facilitate compliance by CarMax and the Depositor with Rule 15Ga-1 under the Exchange Act, as amended, and Items 1104(e) and 1121(c) of Regulation AB (the “Repurchase Rules and Regulations”). The Owner Trustee acknowledges that interpretations of the requirements of the Repurchase Rules and Regulations may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with reasonable requests made by CarMax and the Depositor in good faith for delivery of information under these provisions on the basis of evolving interpretations of the Repurchase Rules and Regulations. The Owner Trustee shall cooperate Table of Contents fully with CarMax and the Depositor to deliver any and all records and any other information in its actual possession that are reasonably requested in writing by CarMax or the Depositor and necessary in the good faith determination of CarMax and the Depositor to permit them to comply with the provisions of the Repurchase Rules and Regulations. In no event shall the Owner Trustee have (i) any responsibility or liability in connection with any filing required to be made by a securitizer under the Exchange Act or Regulation AB or (ii) any duty or obligation to undertake any investigation or inquiry related to repurchase activity or otherwise to assume any additional duties or responsibilities except as expressly set forth in this Section 6.8.

Communications Regarding Demands to Repurchase Receivables. The Owner Indenture Trustee agrees to cooperate in good faith with any reasonable request by the Seller or the Transferor for information which is required in order to enable the Seller or the Transferor to comply with Requirements of Law. For the exclusion of doubt, such cooperation shall provide include, without limitation, the provision of prompt notice to CarMax the Seller and the Depositor as soon as practicable Transferor of all demands communicated to a Responsible Officer of the Owner Indenture Trustee for the repurchase or replacement of any Receivable for breach of the representations and warranties concerning such Receivable. Subject to this Section 6.8, the Owner Trustee shall have no obligation to take any other action with respect to a demand. However, the Owner The Indenture Trustee shall, upon written request of either CarMax the Seller or the DepositorTransferor, provide notification to CarMax the Seller and the Depositor Transferor with respect to any actions taken by the Owner Indenture Trustee or determinations made by the Indenture Trustee, in each case, with respect to any such demand communicated to a Responsible Officer of the Owner Indenture Trustee in respect of any Receivables, such notifications to be provided by the Owner Indenture Trustee as soon as practicable and in any event within five Business Days of such request or such other time frame as may be mutually agreed to by the Owner Indenture Trustee and CarMax the Seller or the DepositorTransferor, as applicable. The Owner Indenture Trustee acknowledges and agrees the Issuer acknowledge and agree that the purpose of this Section 6.8 6.16 is to facilitate compliance by CarMax the Seller and the Depositor Transferor with Rule 15Ga-1 under Requirements of Law. The Seller and the Exchange Act, as amendedTransferor understand and agree that the Indenture Trustee will provide information related to demands communicated to the Indenture Trustee in respect of any Receivables only to the extent that a Responsible Officer of the Indenture Trustee has received such demands, and Items 1104(e) and 1121(c) has possession of Regulation AB (the “Repurchase Rules and Regulations”)such information. The Owner Indenture Trustee acknowledges that interpretations of the requirements Requirements of the Repurchase Rules and Regulations Law may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with reasonable requests made by CarMax the Seller and the Depositor Transferor in good faith for delivery of information under these provisions on the basis of evolving interpretations of the Repurchase Rules and RegulationsRequirements of Law. The Owner Indenture Trustee shall cooperate fully in good faith with CarMax the Seller and the Depositor Transferor to deliver any and all records in its possession and any other information in its actual possession that are reasonably requested in writing by CarMax or the Depositor and necessary in the good faith determination of CarMax the Seller and the Depositor Transferor to permit them to comply with the provisions of the Repurchase Rules and RegulationsRequirements of Law. In no event shall the Owner Indenture Trustee have (i) any responsibility or liability in connection with any filing required to be made by a securitizer under the Exchange Act or Regulation AB AB. The Seller and the Transferor acknowledge and agree that the Indenture Trustee’s reporting is limited to information that has been received or (ii) acquired by a Responsible Officer of the Indenture Trustee solely in its capacity as Indenture Trustee for the Issuer and not in any other capacity. The Seller and the Transferor further acknowledge and agree that, other than any express duties or responsibilities as Indenture Trustee under this Indenture or the related operative documents, the Indenture Trustee has no duty or obligation to undertake any investigation or inquiry related to demands for the repurchase activity or replacement of any Receivables or otherwise to assume any additional duties or responsibilities except as expressly set forth in respect of any transactions contemplated hereunder or otherwise in connection with the Issuer, and no such additional obligations or duties are implied in this Section 6.86.16. In addition, the Seller and the Transferor acknowledge that the Indenture Trustee is entitled to the full benefit of any and all protections, limitations on duties or liability and rights of indemnity provided by the terms of this Indenture and the related operative documents in connection with any action taken hereunder.