ABCP Facility definition
ABCP Facility means (a) the private securitization facility governed by the Transfer and Administration Agreement dated as of December 1, 2004 among CarMax Funding II, as transferor, CarMax Business Services, LLC, a Delaware limited liability company, individually and as servicer, Bank of America, as a bank investor, as a class agent and as agent, and the other investors and class agents party thereto, as amended, supplemented or otherwise modified from time to time, and (b) any other asset-backed commercial paper facility under which retail installment contracts originated by the Company or any other Loan Party are sold, transferred or assigned from time to time to one or more special purpose entities in a transaction that constitutes a “true sale” for bankruptcy purposes (as evidenced by an opinion prepared and delivered in a manner consistent with market standards by reputable independent counsel experienced in securitization transactions) for a price equal to not less than the fair market value of such retail installment contracts and on such other terms and conditions as shall be reasonable and customary for such transactions; provided, however, that (x) such arrangement does not include (i) provisions under which the Company or any Subsidiary (other than an Excluded Special Purpose Finance Subsidiary) directly assumes the credit risk associated with such retail installment contracts, (ii) direct or indirect recourse provisions under which, based on the historical performance of such retail installment contracts, the Company or any Subsidiary (other than an Excluded Special Purpose Finance Subsidiary) could reasonably be expected to suffer economic loss, or (iii) any recourse provisions which are not customary for transactions of such type and (y) such arrangement does not result in the creation of any Lien on the assets of the Company or any Subsidiary (other than Excluded Special Purpose Finance Subsidiaries), other than Liens on such retail installment contracts and the Related Property.
ABCP Facility means (a) the private securitization facility governed by the Transfer and Administration Agreement dated as of December 1, 2004 among CarMax Funding II, as transferor, CarMax Business Services, LLC, a Delaware limited liability company, individually and as servicer, Bank of America, as a bank investor, as a class agent and as agent, and the other investors and class agents party thereto, as amended, supplemented or otherwise modified from time to time, (b) the private securitization facility governed by the Transfer and Administration Agreement dated as of May 25, 2010 among CarMax Funding III, as transferor, CarMax Business Services, LLC, a Delaware limited liability company, individually and as servicer, ▇▇▇▇▇ Fargo Securities LLC, a Delaware limited liability company, as a class agent and as agent, and the investors and other class agents party thereto, as amended, supplemented or otherwise modified from time to time, (c) the private securitization facility governed by the Transfer and Administration Agreement dated as of August 1, 2016 among CarMax Funding IV, as transferor, CarMax Business Services, LLC, a Delaware limited liability company, individually and as servicer and ▇▇▇▇▇ Fargo Bank, National Association, as agent, a class agent and a bank investor, as amended, supplemented or otherwise modified from time to time, (d) the private securitization facility governed by the Transfer and Administration Agreement dated as of September 29, 2017 among CarMax Funding V, as transferor, CarMax Business Services, LLC, a Delaware limited liability company, individually and as servicer, Sumitomo Mitsui Banking Corporation, a Japanese banking corporation, as a bank investor, Manhattan Asset Funding Company LLC, a Delaware limited liability company, as a conduit investor, and SMBC Nikko Securities America, Inc., a Delaware corporation, as class agent and as agent, as amended, supplemented or otherwise modified from time to time, (e) the private securitization facility governed by the Loan and Security Agreement dated as of October 9, 2020 among CarMax Funding VI, as borrower, CarMax Business Services, LLC, a Delaware limited liability