Indenture Trustee Consent Sample Clauses

Indenture Trustee Consent. The consent of the Indenture Trustee will be required for any amendment to this Agreement pursuant to Sections 7.1(b) or (c) that has a material adverse effect on the rights, duties, obligations, immunities or indemnities of the Indenture Trustee.
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Indenture Trustee Consent. No amendment to this Agreement that could have a material adverse effect on the rights or responsibilities of the Indenture Trustee will be effective without the consent of the Indenture Trustee.
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Indenture Trustee Consent. By its execution hereof, the Indenture Trustee consents to the execution and delivery by the Issuer of the Amendment to the Transfer Agreement.
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Indenture Trustee Consent. 9 SECTION 5.3
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Indenture Trustee Consent. Whenever any provision of ------------------------- an Operative Document requires the consent, approval, waiver or the taking of any action by the Indenture Trustee, unless otherwise expressly provided, such consent, approval, waiver or the taking of such action by shall be effected by the Indenture Trustee acting at the direction of a Majority in Interest of Noteholders.
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Related to Indenture Trustee Consent

  • Indenture Trustee Not Obligated Notwithstanding anything to the contrary herein, the Indenture Trustee is not obligated to enter into an amendment that adversely affects the Indenture Trustee’s rights, powers, duties, obligations, liabilities, indemnities or immunities under this Indenture.

  • Indenture Trustee In performing its obligations under this Agreement, the Indenture Trustee is subject to, and entitled to the benefits of, the Indenture. The Indenture Trustee will not have any liability for any act or failure to act of the Administrator.

  • Assignment to Indenture Trustee The Seller hereby acknowledges and consents to any mortgage, pledge, assignment and grant of a security interest by the Issuing Entity to the Indenture Trustee pursuant to the Indenture for the benefit of the Noteholders of all right, title and interest of the Issuing Entity in, to and under the Receivables and/or the assignment of any or all of the Issuing Entity’s rights and obligations hereunder to the Indenture Trustee.

  • The Indenture Trustee Section 6.01.

  • Notices, etc., to Indenture Trustee, Issuer and Rating Agencies (a) Any request, demand, authorization, direction, notice, instruction, consent, waiver, Act of Noteholders or other document provided or permitted by this Indenture shall be in writing and if such request, demand, authorization, direction, notice, instruction, consent, waiver, Act of Noteholders or other document is to be made upon, given or furnished to or filed with: (i) the Indenture Trustee by any Noteholder or by the Issuer, shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing to or with the Indenture Trustee at its Corporate Trust Office; (ii) the Issuer by the Indenture Trustee or by any Noteholder, shall be sufficient for every purpose hereunder if in writing and sent by first-class mail, postage prepaid, or overnight courier to the Issuer addressed to: CarMax Auto Owner Trust 2016-3, in care of U.S. Bank Trust National Association, at its Corporate Trust Office as defined in the Trust Agreement, with a copy to the Administrator, at 00000 Xxxxxxxx Xxxxx Xxxxxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: Treasury Department, or at any other address previously furnished in writing to the Indenture Trustee by the Issuer or the Administrator; (iii) the Depositor by the Indenture Trustee, the Servicer or any Noteholder, it shall be sufficient for every purpose hereunder if in writing and sent by first-class mail, postage prepaid, or overnight courier to the Depositor addressed to CarMax Auto Funding LLC at 00000 Xxxxxxxx Xxxxx Xxxxxxx, Xxxxx 000, Xxxxxxxx, Xxxxxxxx 00000, Attention: Treasurer; or (iv) the Administrator by the Indenture Trustee, the Issuer, the Servicer, the Depositor or any Noteholder, shall be sufficient for every purpose hereunder if in writing and sent by first-class mail, postage prepaid, or overnight courier to the Administrator addressed to CarMax Business Services, LLC at 00000 Xxxxxxxx Xxxxx Xxxxxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: Treasury Department. (b) Notices required to be given to the Rating Agencies by the Issuer, the Indenture Trustee or the Owner Trustee shall be in writing, personally delivered, telecopied or mailed by certified mail, return receipt requested, to the Administrator and the Issuer shall cause the Administrator to promptly provide such notices (i) in the case of Standard & Poor’s, at the following address: S&P Global Ratings, 00 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Asset Backed Surveillance Department and (ii) in the case of Fitch, at the following address: Fitch Ratings, Inc., 00 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Auto Asset Backed Securities Group, and via email to xxxxxxxxxxxxx.xxx@xxxxxxxxxxxx.xxx. The Issuer shall promptly transmit any notice received by it from the Noteholders to the Indenture Trustee. The Indenture Trustee shall likewise promptly transmit any notice received by it from the Noteholders or Note Owners to the Issuer and, if such notice is a Repurchase Request, to the Depositor.

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