(xiii) the Owner Trustee shall have no responsibility to monitor
CarMaxs compliance with or be charged with knowledge of the risk retention rules of 17 CFR Part 246, nor shall it be liable to any investor, Holder, or any party whatsoever for violation of such rules or requirements or such similar provisions
now or hereafter in effect.
Section 7.2 Furnishing of Documents. The Owner Trustee shall furnish to the Certificateholders,
promptly upon receipt of a written request therefor, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and any other instruments furnished to the Owner Trustee under the Transaction Documents.
Section 7.3 Representations and Warranties. The Owner Trustee, in its individual capacity, hereby represents and warrants to the
Depositor, for the benefit of the Certificateholders, that:
(a) it is a national banking association duly organized and validly existing
in good standing under the laws of the United States and has all requisite power and authority to execute, deliver and perform its obligations under this Trust Agreement;
(b) it has taken all action necessary to authorize the execution and delivery by it of this Trust Agreement, and this Trust Agreement will be
executed and delivered by one of its officers who is duly authorized to execute and deliver this Trust Agreement on its behalf;
neither the execution nor the delivery by it of this Trust Agreement, nor the consummation by it of the transactions contemplated hereby, nor compliance by it with any of the terms or provisions hereof will contravene any federal or New York law,
governmental rule or regulation governing the banking or trust powers of the Owner Trustee or any judgment or order of any court, administrative agency or tribunal applicable to it, or conflict with or result in a breach or violation of, or
constitute any default under its charter documents or by-laws or any indenture, mortgage, bank credit agreement, contract, agreement or instrument to which it is a party or by which any of its properties may
be bound; and
(d) there are no actions, suits or proceedings pending or threatened against it in any court or before any governmental
authority, agency or arbitration board or tribunal which, individually or in the aggregate, would have a material adverse effect on its right, power and authority to enter into or perform its obligations under this Trust Agreement.
Section 7.4 Reliance; Advice of Counsel.
(a) The Owner Trustee may rely upon, shall be protected in relying upon, and shall incur no liability to anyone in acting upon any signature,
instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper believed by it to be genuine and believed by it to be signed by the proper party or parties. The Owner Trustee may accept a
certified copy of a resolution of the board of directors or other governing body of any corporate party as conclusive evidence that such resolution has been duly adopted