DEFINITIONS LIST
SCHEDULE
I TO 2007-1 BASE INDENTURE
DEFINITIONS
LIST
“Account
Control Agreement”
means
each of the Box Truck Collection Account Control Agreement and the Box Truck
Purchase Account Control Agreement.
“Administration
Agreement”
means
the Administration Agreement, dated as of the Effective Date, by and among
UHI,
as administrator, each Box Truck SPV, USF and the Trustee, as amended, modified
or supplemented from time to time in accordance with its terms.
“Administrator”
means
UHI, in its capacity as administrator under the Administration Agreement, or
any
successor administrator thereunder.
“Administrator
Default”
is
defined in Section
4.3(a)
of the
Administration Agreement.
“Advance
Rate”
means,
as of any Determination Date, with respect to any Box Truck, the amount by
which
the Base Advance Rate with respect to such Box Truck exceeds the Cumulative
Advance Rate Reduction as of such Determination Date.
“Advance
Rate Reduction”
means,
for any Determination Date, the percentage equivalent of a fraction, the
numerator of which is equal to the amount of the Partial Amortization Payment,
if any, made on the Related Payment Date and the denominator of which is equal
to the Aggregate Assumed Asset Value as of such Determination Date.
“Affiliate”
means,
with respect to any specified Person, another Person that directly, or
indirectly through one or more intermediaries, controls or is controlled by
or
is under common control with the Person specified. For purposes of this
definition, “control” means the power to direct the management and policies of a
Person, directly or indirectly, whether through ownership of voting securities,
by contract or otherwise; and “controlled” and “controlling” have meanings
correlative to the foregoing.
“Aggregate
Asset Amount”
means,
as of any Determination Date, an amount equal to the sum of (i) the Aggregate
Assumed Asset Value as of such Determination Date, (ii) all Disposition
Receivables as of the last day of the Related Monthly Period which were not
more
than three (3) days past the applicable Disposition Date and (iii) the amount
on
deposit in the Box Truck Purchase Account as of the last day of the Related
Monthly Period (after giving effect to all withdrawals from the Box Truck
Purchase Account on such day).
“Aggregate
Asset Amount Deficiency”
means,
as of any Determination Date, the amount, if any, by which the Aggregate Note
Balance on the Related Payment Date (after giving effect to all payments to
be
made on such Payment Date) will exceed the Aggregate Asset Amount as of such
Determination Date.
“Aggregate
Assumed Asset Value”
means,
as of any Determination Date, the sum of the Assumed Asset Values as of such
Determination Date for all Funded Box Trucks that were Eligible Box Trucks
as of
the last day of the Related Monthly Period.
“Aggregate
Note Balance”
means,
with respect to any Series of Notes Outstanding, the amount specified in the
applicable Series Supplement.
“AMERCO”
means
AMERCO, a Nevada corporation, and its permitted successors.
“Annual
Depreciation Percentage”
means,
with respect to any number of years, the percentage set forth with respect
to
such number of years under the heading “Annual Depreciation” on the Assumed
Asset Value Schedule.
“Annual
Noteholders’ Tax Statement”
is
defined in Section
4.4
of the
2007-1 Base Indenture.
“Applicants”
is
defined in Section
2.8
of the
2007-1 Base Indenture.
“Assumed
Asset Value”
means,
with respect to any Box Truck as of any Determination Date, the excess of (i)
the Assumed Asset Value of such Box Truck as of the immediately preceding
Determination Date (or, in the case of the Determination Date in the first
full
Monthly Period occurring after the In-Service Date with respect to such Box
Truck, the Capitalized Cost of such Box Truck) over (ii) the product of (x)
the
Annual Depreciation Percentage corresponding to the number of full years from
the In-Service Date with respect to such Box Truck to such Determination Date,
(y) the Seasonal Depreciation Percentage for the Related Monthly Period and
(z)
the Capitalized Cost of such Box Truck; provided
that the
Assumed Asset Value on any Determination Date for any Box Truck that has
suffered a Casualty on or prior to the last day of the Related Monthly Period
will be zero.
“Assumed
Asset Value Schedule”
means
Exhibit
C
to the
SPV Fleet Owner Agreement setting forth the Annual Depreciation Percentages
and
Seasonal Depreciation Percentages with respect to the Box Trucks.
“Authorized
Officer”
means
(a) with respect to USF, any Box Truck SPV, RTAC or the Nominee Titleholder,
any
Manager, the President, any Vice President, the Secretary, the Treasurer, any
Assistant Secretary or any Assistant Treasurer of such Person, (b) with respect
to UHI, the President, any Vice President, the Secretary, the Treasurer, any
Assistant Secretary, or any Assistant Treasurer of UHI and (c) with respect
to
any Financial Insurance Provider, any Managing Director or Vice President
thereof responsible for the administration of the Notes.
“Bankruptcy
Code”
means
The Bankruptcy Reform Act of 1978, as amended from time to time, and as codified
as 11 U.S.C. Section 101 et seq.
“Base
Advance Rate”
means,
with respect to (i) any TM Truck, 82.75%, (ii) any DC Truck, 85.50% and (iii)
any EL Truck, 79.25%.
“Book-Entry
Notes”
means
beneficial interests in the Notes, ownership and transfers of which shall be
evidenced or made through book entries by a Clearing Agency or a
Foreign
2
“Boxes”
is
defined in Section
1.1
of the
Box Truck Purchase Agreement.
“Box
Truck”
means
any TM Truck, DC Truck or EL Truck.
“Box
Truck Collection Account”
means
securities account no. 111678001 entitled “U.S. Bank National Association, as
Trustee under the 2007-1 Base Indenture” maintained by the Box Truck Collection
Account Securities Intermediary pursuant to the Box Truck Collection Account
Control Agreement or any successor securities account maintained pursuant to
the
Box Truck Collection Account Control Agreement.
“Box
Truck Collection Account Control Agreement”
means
the agreement among USF, each Box Truck SPV, U.S. Bank National Association,
as
securities intermediary, and the Trustee, dated as of the Effective Date,
relating to the Box Truck Collection Account, as the same may be amended and
supplemented from time to time.
“Box
Truck Collection Account Securities Intermediary”
means
U.S. Bank National Association or any other securities intermediary that
maintains the Box Truck Collection Account pursuant to the Box Truck Collection
Account Control Agreement.
“Box
Truck Purchase Account”
means
securities account no. 111678006 entitled “U.S. Bank National Association, as
Trustee under the Series 2007-1 Base Indenture” maintained by the Box Truck
Purchase Account Securities Intermediary pursuant to the Box Truck Purchase
Account Control Agreement or any successor securities account maintained
pursuant to the Box Truck Purchase Account Control Agreement.
“Box
Truck Purchase Account Control Agreement”
means
the agreement among USF, each Box Truck SPV, U.S. Bank National Association,
as
securities intermediary, and the Trustee, dated as of the Effective Date,
relating to the Box Truck Purchase Account, as the same may be amended and
supplemented from time to time.
“Box
Truck Purchase Account Securities Intermediary”
means
U.S. Bank National Association or any other securities intermediary that
maintains the Box Truck Purchase Account pursuant to the Box Truck Purchase
Account Control Agreement.
“Box
Truck Purchase Agreement”
means
the Purchase Agreement, dated as of the Effective Date, among each Rental
Company party thereto and each Box Truck SPV, as amended, modified or
supplemented from time to time.
“Box
Truck Purchase Order”
is
defined in Section
1.1
of the
Box Truck Purchase Agreement.
“Box
Truck SPV”
means
each of TM Truck SPV, DC Truck SPV and EL Truck SPV.
3
“Box
Truck SPV Collateral”
is
defined in Section
3.1(b)
of the
2007-1 Base Indenture.
“Box
Truck SPV Gross Rental Fees”
means,
with respect to any Box Truck, the gross rental fees paid by customers,
excluding (a) any sales or transactional tax and (b) the Safemove Fees, in
each
case generated by the rental of such Box Truck through the System.
“Box
Truck SPV Limited Liability Company Agreement”
means,
with respect to any Box Truck SPV, the Operating Agreement of such Box Truck
SPV, dated as of June 1, 2007, between USF and the Independent Manager of such
Box Truck SPV, as amended, modified or supplemented from time to time in
accordance with its terms.
“Box
Truck SPV Membership Interests”
means
all of the issued and outstanding membership interests in each of the Box Truck
SPVs.
“Box
Truck SPV Permitted Note Limited Guarantee”
is
defined in Section
8.31
of the
2007-1 Base Indenture.
“Business
Day”
means
any day other than a Saturday, Sunday or other day on which banks are authorized
or required by law to be closed in New York City, New York, Chicago, Illinois,
St. Xxxx, Minnesota or Phoenix, Arizona.
“Calculation
Date”
means,
(i) with respect to any calculation of the Six-Month DSCR or the One-Month
DSCR
on any Determination Date, the last day of the Related Monthly Period and (ii)
with respect to any calculation of the Pro Forma DSCR on any Disposition Date,
such Disposition Date.
“Canadian
Box Truck”
means
any Box Truck which has been designated by the Fleet Manager for use in the
System in Canada.
“Capitalized
Cost”
means,
with respect to any Box Truck, the original aggregate price paid for such Box
Truck, including, without duplication, the Purchase Price of the Purchased
Assets with respect to such Box Truck and the price paid for all other
components thereof, by the applicable Box Truck SPV (or, with respect to any
Box
Truck contributed on the Effective Date pursuant to the Sale and Contribution
Agreements, by XXXX) to the entities selling such Box Truck or any component
thereof to such Box Truck SPV (or, with respect to any Box Truck contributed
on
the Effective Date pursuant to the Sale and Contribution Agreements, to XXXX),
including delivery charges but excluding taxes and any registration or titling
fees; provided,
however,
that
the Capitalized Cost with respect to any Box Truck shall not exceed the amount
with respect to such Box Truck set forth on Schedule
2.6
to the
applicable Series Supplement.
“Casualty”
means,
with respect to any Box Truck as of any date of determination, that (i) such
Box
Truck is destroyed, seized, confiscated or otherwise rendered permanently unfit
or unavailable for use as of such date, (ii) such Box Truck has otherwise been
missing for one hundred eighty (180) days or more or (iii) if the Six-Month
DSCR, if any, as of the most recent Determination Date is less than 1.3, such
Box Truck has otherwise been missing for sixty (60) days or more.
“Cede”
means
Cede & Co., a nominee of DTC.
4
“Certificate
of Title”
means,
with respect to each Box Truck, the certificate of title applicable to such
Box
Truck duly issued in accordance with the certificate of title act or other
similar law of the jurisdiction applicable to such Box Truck.
“Class”
means,
with respect to any Series of Notes, any one of the classes of Notes of that
Series as specified in the applicable Series Supplement.
“Clearing
Agency”
means
an organization registered as a “clearing agency” pursuant to Section 17A of the
Exchange Act or any successor provision thereto.
“Clearing
Agency Participant”
means
a
broker, dealer, bank, other financial institution or other Person for whom
from
time to time a Clearing Agency effects book-entry transfers and pledges of
securities deposited with the Clearing Agency.
“Clearstream”
means
Clearstream Banking, société anonyme.
“Closing
Date”
means,
with respect to any Series of Notes, the date of issuance of such Series of
Notes, as specified in the applicable Series Supplement.
“Code”
means
the Internal Revenue Code of 1986, as amended, reformed or otherwise modified
from time to time, and any successor statute of similar import, in each case
as
in effect from time to time. References to sections of the Code also refer
to
any successor sections.
“Collateral”
means,
collectively, the USF Collateral and the Box Truck SPV Collateral.
“Collateral
Agreements”
means
the SPV Fleet Owner Agreement, each Box Truck SPV Limited Liability Company
Agreement, the Administration Agreement, the Box Truck Purchase Agreement,
the
Nominee Titleholder Agreement, each Sale and Contribution Agreement, any Hedge
Agreement and any Enhancement Agreement (other than the Policy) and any other
agreement, document or instrument relating to the formation, business,
operations or administration of any Box Truck SPV.
“Collections”
means
the Proceeds of the Collateral, including the following: (i) all payments under
the SPV Fleet Owner Agreement, including, all Weekly Fleet Owner Payments,
Monthly Fleet Owner Payments and Monthly Advances, (ii) all Disposition
Proceeds, and all warranty payments and the proceeds of damage claims, which
the
Fleet Manager is required to deposit into the Box Truck Collection Account,
whether such payments are in the form of cash, checks, wire transfers or other
forms of payment and (iii) all Investment Income.
“Commonly
Controlled Entity”
means
an entity, whether or not incorporated, that is under common control with any
Issuer within the meaning of Section 4001 of ERISA or is part of a group that
includes any Issuer and that is treated as a single employer under Section
414
of the Code.
“Company
Order”
and
“Company
Request”
means
a
written order or request signed in the name of each Issuer by any one of its
Authorized Officers and delivered to the Trustee.
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“Contingent
Obligation”,
as
applied to any Person, means any direct or indirect liability, contingent or
otherwise, of that Person (a) with respect to any indebtedness, lease, dividend,
letter of credit or other obligation of another if the primary purpose or intent
thereof by the Person incurring the Contingent Obligation is to provide
assurance to the obligee of such obligation of another that such obligation
of
another will be paid or discharged, or that any agreements relating thereto
will
be complied with, or that the holders of such obligation will be protected
(in
whole or in part) against loss in respect thereof or (b) under any letter of
credit issued for the account of that Person or for which that Person is
otherwise liable for reimbursement thereof. Contingent Obligation shall include
(a) the direct or indirect guarantee, endorsement (otherwise than for collection
or deposit in the ordinary course of business), co-making, discounting with
recourse or sale with recourse by such Person of the obligation of another
and
(b) any liability of such Person for the obligations of another through any
agreement (contingent or otherwise) (i) to purchase, repurchase or otherwise
acquire such obligation or any security therefor, or to provide funds for the
payment or discharge of such obligation (whether in the form of loans, advances,
stock purchases, capital contributions or otherwise), (ii) to maintain the
solvency of any balance sheet item, level of income or financial condition
of
another or (iii) to make take-or-pay or similar payments if required regardless
of non-performance by any other party or parties to an agreement, if in the
case
of any agreement described under subclause
(i)
or
(ii)
of this
sentence the primary purpose or intent thereof is as described in the preceding
sentence. The amount of any Contingent Obligation shall be equal to the amount
of the obligation so guaranteed or otherwise supported.
“Contractual
Obligation”
means,
with respect to any Person, any provision of any security issued by that Person
or of any indenture, mortgage, deed of trust, contract, undertaking, agreement
or other instrument to which that Person is a party or by which it or any of
its
properties is bound or to which it or any of its properties is
subject.
“Controlled
Group”
means,
with respect to any Person, such Person, whether or not incorporated, and any
corporation, trade or business that is, along with such Person, a member of
a
controlled group of corporations or a controlled group of trades or businesses
as described in Sections 414(b) and (c), respectively, of the Code.
“Controlling
Party”
is
defined, with respect to any Series of Notes, in the applicable Series
Supplement.
“Corporate
Trust Office”
means
the office of the Trustee at which at any particular time the Trustee’s
obligations under the Indenture shall be administered, which office at the
date
of the execution of the 2007-1 Base Indenture is located at 000 Xxxxx XxXxxxx
Xxxxxx, 0xx
Xxxxx,
Xxxxxxx, Xxxxxxxx 00000-0000, Attention: U-Haul 2007-1, or at any other time
at
such other address as the Trustee may designate from time to time by notice
to
the Noteholders, any Financial Insurance Provider and the Issuers.
“Cumulative
Advance Rate Reduction”
means,
as of any Determination Date, the sum of the Advance Rate Reductions for all
prior Determination Dates.
“DC
Truck”
means
a
model year 2007 or model year 2008 fourteen-foot box truck owned by DC Truck
SPV.
6
“DC
Truck SPV”
means
2007 DC-1, LLC, a Nevada limited liability company, and its permitted
successors.
“Dealer
Agreement”
means
each contract between a Rental Company and an independently-owned Rental Dealer
pursuant to which the Rental Company agrees to make trucks, trailers and other
rental equipment available to such Rental Dealer and the Rental Dealer agrees
to
act as agent of the Rental Company and make such rental equipment available
to
rental customers.
“Default”
means
any occurrence or event which, with the giving of notice, the passage of time
or
both, would constitute an Event of Default.
“Definitions
List”
means
this Definitions List, as amended or modified from time to time.
“Definitive
Notes”
is
defined in Section
2.15
of the
2007-1 Base Indenture.
“Depository”
is
defined in Section
2.15(a)
of the
2007-1 Base Indenture.
“Determination
Date”
means,
with respect to any Payment Date, the Monthly Fleet Owner Payment Date
immediately preceding such Payment Date.
“Discounted
Aggregate Asset Amount”
means,
as of any Determination Date, the sum of (i) the sum of the Discounted Asset
Values as of such Determination Date for all Funded Box Trucks that were
Eligible Box Trucks as of the last day of the Related Monthly Period, (ii)
all
Disposition Receivables as of the last day of the Related Monthly Period which
were not more than three (3) days past the applicable Disposition Date and
(iii)
the amount on deposit in the Box Truck Purchase Account as of the last day
of
the Related Monthly Period (after giving effect to all withdrawals from the
Box
Truck Purchase Account on such day).
“Discounted
Asset Value”
means,
with respect to any Box Truck as of any Determination Date, the product of
(i)
the Advance Rate for such Box Truck as of such Determination Date and (ii)
the
Assumed Asset Value of such Box Truck as of such Determination
Date.
“Disposition
Date”
means,
with respect to a Box Truck, the date on which such Box Truck is sold or
otherwise disposed of by or on behalf of the applicable Box Truck
SPV.
“Disposition
Proceeds”
means
the proceeds, net of any direct selling expenses and any accrued and unpaid
Operating Expenses relating to such Box Truck, from the sale or disposition
of a
Box Truck.
“Disposition
Receivables”
means
all amounts receivable by a Box Truck SPV or the Fleet Manager, on behalf of
a
Box Truck SPV, in connection with the auction, sale or other disposition of
a
Box Truck.
“Dollar”
and
the
symbol “$”
mean
the lawful currency of the United States.
“DSCR
Interest Amount”
means,
as of any Determination Date, the product of (i) one-twelfth of the Note Rate
(or, in the case of the initial Determination Date following the
Effective
7
“DSCR
Premium”
means,
as of any Determination Date, the product of (i) one-twelfth of the Premium
Rate
with respect to the Notes as of the immediately preceding Determination Date
(or, in the case of the initial Determination Date following the Effective
Date,
the product of (1) one-twelfth of such Premium Rate in connection with any
Financial Insurance Policy with respect to the Notes as of the Effective Date
and (2) one plus
a
fraction, the numerator of which is 24 and the denominator of which is 30)
and
(ii) the sum of (x) the excess of (A) for all Box Trucks that were subject
to
the SPV Fleet Owner Agreement as of the Calculation Date, the aggregate
Discounted Asset Value of such Box Trucks as of the immediately preceding
Determination Date (or, in the case of the initial Determination Date, as of
the
Effective Date or, in the case of any Box Truck that became a Funded Box Truck
after the Effective Date but prior to the initial Determination Date, as of
the
applicable Subsequent Funding Date) over (B) the amount of any Partial
Amortization Payment made on the immediately preceding Payment Date and (y)
any
Targeted Note Balance Shortfall as of the immediately preceding Determination
Date (which, for the purposes of the initial Determination Date, shall equal
zero).
“DSCR
Targeted Principal Amount”
means,
as of any Determination Date, the sum, for all Box Trucks that were subject
to
the SPV Fleet Owner Agreement as of the Calculation Date, of the amount, if
any,
by which (i) the aggregate Discounted Asset Value of such Box Trucks as of
the
immediately preceding Determination Date (or, in the case of the initial
Determination Date, as of the Effective Date or, in the case of any Box Truck
that became a Funded Box Truck after the Effective Date but prior to the initial
Determination Date, as of the applicable Subsequent Funding Date) exceeds (ii)
the sum of (x) the aggregate Discounted Asset Value of such Box Trucks as of
such Determination Date and (y) the amount of any Partial Amortization Payment
made on the immediately preceding Payment Date.
“DTC”
means
The Depository Trust Company.
“EDSF
Rate”
means,
as of any date of determination, the bond equivalent rate derived from the
Eurodollar Synthetic Forward Curve appearing on Bloomberg page EDSF (or any
successor service), adjusted for a 30/360 day count convention.
“Effective
Date”
means
June 1, 2007.
“EL
Truck”
means
a
model year 2007 or model year 2008 seventeen-foot box truck owned by EL Truck
SPV.
8
“EL
Truck SPV”
means
2007 EL-1, LLC, a Nevada limited liability company, and its permitted
successors.
“Eligible
Box Truck”
means,
as of any date of determination, a Box Truck (i) that is owned by a Box Truck
SPV free and clear of all Liens other than Permitted Liens, to which such Box
Truck SPV, together with the Nominee Titleholder, holds good and marketable
title, and which is subject to the SPV Fleet Owner Agreement (ii) (A) the
Certificate of Title with respect to which is in the name of such Box Truck
SPV
or the Nominee Titleholder and notes the Trustee as the only lienholder, or
(B)
an application for such a Certificate of Title is pending with the appropriate
state authorities or an authorized agent thereof for the purposes of Section
9-303(b) of the UCC, (iii) whose cab and chassis are manufactured by either
(A)
Ford or GM or (B) any other manufacturer (x) so long as the Controlling Party
is
a Financial Insurance Provider, consented to in writing by the Controlling
Party
and (y) with respect to which the Rating Agency Condition has been satisfied,
(iv) in the case of a DC Truck, whose cab and chassis are substantially
identical to the cabs and chassis of all existing EL Trucks made by the
manufacturer of such DC Truck, (v) whose cab and chassis have been purchased
by
a Box Truck SPV, or prior to the Effective Date, by an Affiliate thereof,
directly from the manufacturer or a third-party dealer (vi) that has been
acquired by such Box Truck SPV less than 100 days after the In-Service Date
with
respect to such Box Truck, (vii) that was made available for rental in the
System not later than 4 days following the date of the completion of the
manufacture and installation of the related Box and Other Modifications
(provided
that if
an act
of
God, war, fire, flood, tempest, accident, civil disturbance, act of governmental
authority or other act of authority (de
jure
or
de
facto),
legal
constraint or other similar cause beyond the reasonable control of any Box
Truck
SPV, the Fleet Manager or any Rental Company prevents such Box Truck from being
made available for rental in the System within such four-day period, such Box
Truck will not be an Ineligible Box Truck solely as a result thereof so long
as
such Box Truck is made available for rental in the System not later than 30
days
following the date of the completion of the manufacture and installation of
the
related Box and Other Modifications), (viii)
that is not more than seven (7) years old as of such date, as measured from
the
In-Service Date with respect to such Box Truck (provided,
however,
that
for the purposes of calculating the Aggregate Asset Amount Deficiency on any
Determination Date following the Expected Final Payment Date of any Series
of
Notes, no Box Truck shall be an Ineligible Box Truck solely as a result of
being
more than seven years old), and (ix) that is not an Uneconomical Box Truck;
provided,
however,
that if
at the time of the designation of any Box Truck as a Canadian Box Truck the
number of Canadian Box Trucks is greater than an amount equal to 3% of the
number of all Eligible Box Trucks as of such date, then following such
designation as a Canadian Box Truck, such Box Truck shall not be an Eligible
Box
Truck; provided further
that on
the first subsequent date that the number of Canadian Box Trucks is less than
3%
of the number of all Eligible Box Trucks on such date, then such Canadian Box
Truck shall become an Eligible Box Truck so long as it and all other Canadian
Box Trucks that are Eligible Box Trucks do not constitute more than 3% of all
Eligible Box Trucks as of such date.
“Eligible
Deposit Account”
means
(a) a segregated identifiable trust account established in the trust department
of a Qualified Trust Institution or (b) a separately identifiable deposit
account established in the deposit taking department of a Qualified
Institution.
9
“Enforcement
Event”
means
any of the events described in Section
8.1
of the
SPV Fleet Owner Agreement.
“Enhancement”
means,
with respect to any Series of Notes, the rights and benefits provided to the
Noteholders of such Series of Notes pursuant to any Financial Insurance Policy,
cash collateral account, overcollateralization, spread account, guaranteed
rate
agreement, maturity guaranty facility, tax protection agreement, interest rate
hedge or any other similar arrangement.
“Enhancement
Agreement”
means
any contract, agreement, instrument or document governing the terms of any
Enhancement or pursuant to which any Enhancement is issued or outstanding,
including any fee letter in connection therewith.
“Enhancement
Provider”
means
the Person providing any Enhancement as designated in the applicable Series
Supplement, other than, solely for the purposes of determining from which
parties consent is required for any action to be taken with respect to the
Related Documents, any provider of a letter of credit unless the applicable
Series Supplement expressly provides that such provider is an Enhancement
Provider for the purpose of the 2007-1 Base Indenture.
“Environmental
Laws”
means
any and all foreign, Federal, state, local or municipal laws, rules, orders,
regulations, statutes, ordinances, codes, decrees, requirements of any
Governmental Authority or other Requirements of Law (including common law)
regulating, relating to or imposing liability or standards of conduct concerning
protection of the environment, as now or at any time hereafter in
effect.
“Environmental
Permits”
is
defined in Section
8.27
of the
2007-1 Base Indenture.
“ERISA”
means
the Employee Retirement Income Security Act of 1974, as amended, and any
successor statute of similar import, in each case as in effect from time to
time. References to sections of ERISA also refer to any successor
sections.
“Estimated
SPV Fleet Owner Net Cash Flow”
means,
for any Monthly Period, the highest Monthly SPV Fleet Owner Net Cash Flow for
any Monthly Period during the three (3) Monthly Periods immediately preceding
such Monthly Period. The Estimated SPV Fleet Owner Net Cash Flow for the first
three (3) Monthly Periods after the Effective Date will be set forth on
Schedule
3.4
to the
SPV Fleet Owner Agreement.
“Euroclear”
means
Euroclear Bank, S.A./N.V., as operator of the Euroclear System.
“Event
of Bankruptcy”
shall
be deemed to have occurred with respect to a Person if:
(a) a
case or
other proceeding shall be commenced, without the application or consent of
such
Person, in any court, seeking the liquidation, reorganization, debt arrangement,
dissolution, winding up, or composition or readjustment of debts of such Person,
the appointment of a trustee, receiver, custodian, liquidator, assignee,
sequestrator or the like for such Person or all or any substantial part of
its
assets, or any similar action with respect to such Person under any law relating
to bankruptcy, insolvency, reorganization, winding up or composition or
adjustment of debts, and such
10
(b) such
Person shall commence a voluntary case or other proceeding under any applicable
bankruptcy, insolvency, reorganization, debt arrangement, dissolution or other
similar law now or hereafter in effect, or shall consent to the appointment
of
or taking possession by a receiver, liquidator, assignee, trustee, custodian,
sequestrator (or other similar official) for such Person or for any substantial
part of its property, or shall make any general assignment for the benefit
of
creditors; or
(c) the
board
of directors or other similar governing body of such Person (if such Person
is a
corporation or similar entity) shall vote to implement any of the actions set
forth in clause
(b)
above.
“Event
of Default”
is
defined in Section
9.1
of the
2007-1 Base Indenture.
“Exchange
Act”
means
the Securities Exchange Act of 1934, as amended.
“Expected
Final Payment Date”
means,
with respect to any Series of Notes, the date stated in the applicable Series
Supplement as the date on which such Series of Notes is expected to be paid
in
full.
“FDIC”
means
the Federal Deposit Insurance Corporation.
“Financial
Insurance Policy”
means,
with respect to any Series of Notes, a financial guaranty insurance policy
insuring the timely payment of interest on such Notes and the payment of
principal of such Notes on their Legal Final Maturity Date.
“Financial
Insurance Provider”
means
the financial guaranty insurance company issuing a Financial Insurance
Policy.
“Fleet
Manager”
means
UHI, in its capacity as the fleet manager under the SPV Fleet Owner Agreement,
and its permitted assigns.
“Fleet
Manager Withdrawal”
is
defined in Section
5.2(b)
of the
2007-1 Base Indenture.
“Fleet
Owner Commissions”
means,
with respect to each Box Truck, the product of (i) 60% and (ii) the Box Truck
SPV Gross Rental Fees with respect to such Box Truck.
“Ford”
means
Ford Motor Company, a Delaware corporation, and its successors.
“Foreign
Clearing Agency”
means
Clearstream and Euroclear.
“Funded
Box Trucks”
is
defined, with respect to any Series of Notes, in the applicable Series
Supplement.
11
“GAAP”
means
the generally accepted accounting principles in the United States promulgated
or
adopted by the Financial Accounting Standards Board and its predecessors and
successors from time to time.
“Global
Note”
means
a
Note in registered form evidencing Book-Entry Notes.
“GM”
means
General Motors Corporation, a Delaware corporation, and its
successors.
“Governmental
Authority”
means
the government of the United States of America or any other nation or any
political subdivision of the foregoing, whether state or local, and any agency,
authority, instrumentality, regulatory body, court, central bank or other entity
exercising executive, legislative, judicial, taxing, regulatory or
administrative powers or functions of or pertaining to government.
“Hedge
Agreement”
means
one or more interest rate swap contracts, interest rate cap agreements or
similar contracts entered into by the Issuers in connection with the issuance
of
a Series of Notes, as specified in the applicable Series Supplement, providing
protection against interest rate risks.
“Hedge
Payments”
means
amounts payable to or receivable by the Issuers pursuant to any Hedge
Agreement.
“Indebtedness”,
as
applied to any Person, means, without duplication, (a) all indebtedness for
borrowed money, (b) that portion of obligations with respect to any lease of
any
property (whether real, personal or mixed) that is properly classified as a
liability on a balance sheet in conformity with GAAP, (c) notes payable and
drafts accepted represent-ing extensions of credit whether or not representing
obligations for borrowed money, (d) any obligation owed for all or any part
of
the deferred purchase price for property or services, which purchase price
is
(i) due more than six months from the date of the incurrence of the obligation
in respect thereof or (ii) evidenced by a note or similar written instrument,
(e) all indebtedness secured by any Lien on any property or asset owned by
that
Person regardless of whether the indebtedness secured thereby shall have been
assumed by that Person or is nonrecourse to the credit of that Person, (f)
all
net obligations under any interest rate swap contracts, interest rate cap
agreements or similar contracts and (g) all Contingent Obligations of such
Person in respect of any of the foregoing.
“Indenture”
means
the 2007-1 Base Indenture, together with any Series Supplement in effect, as
the
same may be amended, modified or supplemented from time to time by Supplements
thereto in accordance with its terms.
“Independent
Manager”
is
defined (i) with respect to USF, in Schedule
A
to the
USF Limited Liability Company Agreement, (ii) with respect to each Box Truck
SPV, in Schedule
A
to the
applicable Box Truck SPV Limited Liability Company Agreement, and (iii) with
respect to the Nominee Titleholder, in Schedule
A
to the
Nominee Titleholder Limited Liability Company Agreement.
“Ineligible
Box Truck”
means
a
Box Truck that is not an Eligible Box Truck.
12
“Initial
Aggregate Note Balance”
means,
with respect to any Series of Notes, the aggregate initial principal amount
specified in the applicable Series Supplement.
“In-Service
Date”
means,
with respect to any Box Truck, the first date on which such Box Truck is
available for rental in the System.
“Interest
Period”
means,
with respect to any Series of Notes, the period from and including the preceding
Payment Date to but excluding the current Payment Date; provided,
however,
that
(x) the initial Interest Period with respect to such Series of Notes shall
commence on the Closing Date for such Series and (y) the final Interest Period
shall end on, and exclude, the Payment Date on which the Notes of such Series
shall have been paid in full.
“Investment
Company Act”
means
the Investment Company Act of 1940, as amended.
“Investment
Income”
means
the investment earnings (net of losses and investment expenses) on amounts
on
deposit in the Box Truck Collection Account, the Box Truck Purchase Account
and
any Series Account.
“Investment
Property”
has
the
meaning specified in Section 9-102(a)(49) of the applicable UCC.
“Issuer
Accounts”
means
the Box Truck Collection Account, the Box Truck Purchase Account and each Series
Account.
“Issuer
Assets”
means
all assets of the Issuers.
“Issuer
Obligations”
means
all principal, premium and interest, at any time and from time to time, owing
by
the Issuers with respect to the Notes, and all costs, fees, expenses,
indemnities and all other amounts payable by, or obligations of, any Issuer
under the Indenture and/or the Related Documents, including any amounts payable
to any Financial Insurance Provider.
“Issuers”
means,
collectively, USF, TM Truck SPV, DC Truck SPV and EL Truck SPV, as co-issuers
of
the Notes.
“Legal
Final Maturity Date”
means,
with respect to any Series of Notes, the date stated in the applicable Series
Supplement as the maturity date of the Notes of such Series.
“Letter
of Representation”
means,
with respect to a Series of Notes having Book-Entry Notes, the letter of
representation from the Issuers to the Clearing Agency or the Foreign Clearing
Agency with respect to such Series, or as otherwise provided in the applicable
Series Supplement.
“Lien”
means,
when used with respect to any Person, any interest in any real or personal
property, asset or other right held, owned or being purchased or acquired by
such Person which secures payment or performance of any obligation, and shall
include any mortgage, lien, pledge, encumbrance, charge, retained security
title
of a conditional vendor or lessor, or other security interest of any kind,
whether arising under a security agreement, mortgage, lease, deed of
trust,
13
“Management
Standard”
is
defined in Section
2.5
of the
SPV Fleet Owner Agreement.
“Manager”
is
defined (i) with respect to USF, in Schedule
A
to the
USF Limited Liability Company Agreement, (ii) with respect to each Box Truck
SPV, in Schedule
A
to the
applicable Box Truck SPV Limited Liability Company Agreement, and (iii) with
respect to the Nominee Titleholder, in Schedule
A
to the
Nominee Titleholder Limited Liability Company Agreement.
“Material
Adverse Effect”
means,
with respect to any occurrence, event or condition:
(i) a
materially adverse effect on the ability of UHI, any Box Truck SPV, the Nominee
Titleholder or USF to perform its obligations under any of the Related
Documents;
(ii) an
adverse effect on (a) the validity or enforceability of any Related Document
or
the rights and remedies of the Trustee, any Financial Insurance Provider or
any
Issuer under any Related Document to which it is a party or (b) the validity,
priority or perfection of the Trustee’s Lien on the Collateral; or
(iii) a
materially adverse effect on (a) the Noteholders or an Enhancement Provider,
(b)
the ownership interest of any Box Truck SPV in its respective Box Trucks, (c)
the value of the Box Trucks or (d) the value or collectibility of the Fleet
Owner Commissions or Other Fleet Owner Payments generated by the Box
Trucks.
“Member”
is
defined (i) with respect to USF, in Schedule
A
to the
USF Limited Liability Company Agreement, (ii) with respect to each Box Truck
SPV, in Schedule
A
to the
applicable Box Truck SPV Limited Liability Company Agreement, and (iii) with
respect to the Nominee Titleholder, in Schedule
A
to the
Nominee Titleholder Limited Liability Company Agreement.
“Monthly
Administration Fee”
means,
for any Determination Date, one-twelfth of the product of (i) 0.04% and (ii)
the
Aggregate Assumed Asset Value as of the immediately preceding Determination
Date.
“Monthly
Advance”
is
defined in Section
3.7
of the
SPV Fleet Owner Agreement.
“Monthly
Advance Reimbursement Amount”
means,
with respect to any Series of Notes Outstanding, the amount specified in the
applicable Series Supplement.
“Monthly
Fleet Manager Excess Amount”
means,
for any Monthly Fleet Owner Payment Date, the excess, if any, of (a) the
aggregate amount deposited by the Fleet Manager in the Box Truck Collection
Account on each Weekly Fleet Owner Payment Date during the Related Monthly
Period pursuant to the SPV Fleet Owner Agreement over (b) the Monthly SPV Fleet
Owner Net Cash Flow for such Related Monthly Period.
14
“Monthly
Fleet Owner Payment”
means,
for any Monthly Fleet Owner Payment Date, the excess, if any, of (a) the Monthly
SPV Fleet Owner Net Cash Flow for the Related Monthly Period over (b) the
aggregate amount deposited by the Fleet Manager in the Box Truck Collection
Account on each Weekly Fleet Owner Payment Date during such Related Monthly
Period pursuant to the SPV Fleet Owner Agreement.
“Monthly
Fleet Owner Payment Date”
means
the third Friday of each calendar month, or, if such day is not a Business
Day,
the next succeeding Business Day, commencing July 20, 2007.
“Monthly
Insurance Payment”
is
defined in Section
2.4
of the
SPV Fleet Owner Agreement.
“Monthly
Nominee Titleholder Fee”
means,
for any Determination Date, one-twelfth of the product of (i) 0.01% and (ii)
the
Aggregate Assumed Asset Value as of the immediately preceding Determination
Date.
“Monthly
Noteholders’ Statement”
means,
with respect to any Series of Notes, a statement substantially in the form
of an
Exhibit to the applicable Series Supplement.
“Monthly
Period”
means
each calendar month; provided,
however,
that
(x) if the Closing Date occurs on or prior to the tenth day of a calendar month,
the initial Monthly Period shall be the period from and including the Closing
Date to and including the last day of such calendar month and (y) if the Closing
Date occurs after the tenth day of a calendar month, the initial Monthly Period
shall be the period from and including the Closing Date to and including the
last day of the calendar month immediately following such calendar
month.
“Monthly
Report”
is
defined in Section
4.1(b)
of the
2007-1 Base Indenture.
“Monthly
SPV Fleet Owner Net Cash Flow”
means,
for any Monthly Period, the sum of the SPV Fleet Owner Net Cash Flows for each
Box Truck during such Monthly Period.
“Moody’s”
means
Xxxxx’x Investors Service, Inc.
“Nevada
Limited Liability Company Act”
means
Title 7, Chapter 86 of the Nevada Revised Statues, as amended from time to
time.
“New
York UCC”
means
the UCC in effect from time to time in the State of New York.
“Nominee
Titleholder”
means
U-Haul Titling, LLC as nominee titleholder for each Box Truck SPV appointed
pursuant to the Nominee Titleholder Agreement.
“Nominee
Titleholder Agreement”
means
the Nominee Titleholder Agreement, dated as of the Effective Date, among the
Nominee Titleholder, the Trustee, UHI and each Box Truck SPV, as amended,
modified or supplemented from time to time in accordance with its
terms.
“Nominee
Titleholder Limited Liability Company Agreement”
means
the Operating Agreement of the Nominee Titleholder, dated as of June 1, 2007,
between U-Haul Co. of
15
“Note
Owner”
means,
with respect to a Book-Entry Note, the Person who is the beneficial owner of
such Book-Entry Note, as reflected on the books of the Clearing Agency or
Foreign Clearing Agency, or on the books of a Person maintaining an account
with
such Clearing Agency or Foreign Clearing Agency (directly or as an indirect
participant, in accordance with the rules of such Clearing Agency or Foreign
Clearing Agency).
“Note
Rate”
means,
with respect to any Series of Notes, the annual rate at which interest accrues
on the Notes of such Series of Notes (or formula on the basis of which such
rate
shall be determined) as stated in the applicable Series Supplement.
“Note
Register”
is
defined in Section
2.6(a)
of the
2007-1 Base Indenture.
“Noteholder”
and
“Holder”
means
the Person in whose name a Note is registered in the Note Register.
“Notes”
is
defined in the recitals to the 2007-1 Base Indenture.
“Officer’s
Certificate”
means
a
certificate signed by an Authorized Officer of USF, any Box Truck SPV, the
Nominee Titleholder and/or UHI, as the case may be.
“One-Month
DSCR”
means,
as of any Determination Date, the ratio of (a) the sum of (i) the aggregate
SPV
Fleet Owner Net Cash Flows for all Box Trucks subject to the SPV Fleet Owner
Agreement as of the last day of the Related Monthly Period during the Related
Monthly Period (which, for the avoidance of doubt, shall not include the amount
of any Monthly Advance) and (ii) all Investment Income (other than Investment
Income earned on amounts on deposit in the Box Truck Purchase Account) for
the
Related Monthly Period to (b) the sum of (i) the sum of (X) the DSCR Targeted
Principal Amount, (Y) the DSCR Interest Amount and (Z) the DSCR Premium, in
each
case as of such Determination Date and (ii) any Targeted Note Balance Shortfall
on the immediately preceding Determination Date.
“Operating
Expenses”
means,
with respect to each Box Truck, the Monthly Insurance Payment with respect
to
such Box Truck and all maintenance, repair, licensing and titling costs with
respect to or allocated to such Box Truck by the Fleet Manager in accordance
with the terms of the SPV Fleet Owner Agreement.
“Opinion
of Counsel”
means
a
written opinion from legal counsel who is reasonably acceptable to the Trustee.
The counsel may be counsel to USF, any Box Truck SPV, the Nominee Titleholder
or
UHI, as the case may be. For purposes of Section
8.11(e)
of the
2007-1 Base Indenture, any legal counsel employed by UHI, which may be an
employee of UHI, shall be deemed to be reasonably acceptable to the
Trustee.
“Other
Assets”
is
defined in Section
14.19
of the
2007-1 Base Indenture.
“Other
Fleet Owner Payments”
means,
with respect to each Box Truck, the sum of (i) all warranty payments and (ii)
all Safemove Fees, less
the
amount thereof payable to Republic
16
Western
Insurance Company or any other insurance carrier in respect of the related
Safemove, in each case with respect to such Box Truck.
“Other
Modifications”
is
defined in Section
1.1
of the
Box Truck Purchase Agreement.
“Outstanding”
is
defined, with respect to any Series of Notes, in the applicable Series
Supplement.
“Partial
Amortization Carryover Payment”
is
defined, with respect to any Series of Notes, in the applicable Series
Supplement.
“Partial
Amortization Payment”
is
defined, with respect to any Series of Notes, in the applicable Series
Supplement.
“Paying
Agent”
means
any paying agent appointed pursuant to Section
2.7(a)
of the
2007-1 Base Indenture.
“Payment
Date”
means
the twenty-fifth day of each calendar month, or, if such day is not a Business
Day, the next succeeding Business Day, commencing on July 25, 2007.
“PBGC”
means
Pension Benefit Guaranty Corporation.
“Pension
Plan”
means
any “employee pension benefit plan”, as such term is defined in ERISA, which is
subject to Title IV of ERISA (other than a “multiemployer plan”, as defined in
Section 4001 of ERISA) and to which any company in the Controlled Group has
liability, including any liability by reason of having been a substantial
employer within the meaning of Section 4063 of ERISA for any time within the
preceding five years or by reason of being deemed to be a contributing sponsor
under Section 4069 of ERISA.
“Permitted
Investments”
means
negotiable instruments or securities, payable in Dollars, issued by an entity
organized under the laws of the United States of America and represented by
instruments in bearer or registered or book-entry form which evidence (excluding
any security with the “r” symbol attached to its rating):
(i)
obligations the full and timely payment of which are to be made by or is fully
guaranteed by the United States of America other than financial contracts whose
value depends on the values or indices of asset values;
(ii)
demand deposits of, time deposits in, or certificates of deposit issued by,
any
depositary institution or trust company incorporated under the laws of the
United States of America or any state thereof whose short-term debt is rated
“P-1” or higher by Xxxxx’x and “A-1+” by Standard & Poor’s and subject to
supervision and examination by federal or state banking or depositary
institution authorities; provided, however, that at the earlier of (x) the
time
of the investment and (y) the time of the contractual commitment to invest
therein, the long-term unsecured debt obligations (other than such obligation
whose rating is based on collateral or on the credit of a Person other than
such
institution or trust company) of such depositary institution or trust company
shall have a credit rating from Standard & Poor’s of not lower than
“AAA”;
17
(iii)
commercial paper having, at the earlier of (x) the time of the investment and
(y) the time of the contractual commitment to invest therein, a rating from
Xxxxx’x of “P-1” and Standard & Poor’s of “A-1+”;
(iv)
bankers’ acceptances issued by any depositary institution or trust company
described in clause (ii) above;
(v)
investments in money market funds (including any money market mutual funds
or
common trust funds and including any funds managed by the Trustee or an
Affiliate thereof) (x) rated “Aaa” by Xxxxx’x and “AAAm” by Standard &
Poor’s or (y) with respect to the investment in which the Rating Agency
Condition has been satisfied and, for so long as a Financial Insurance Provider
is the Controlling Party, which have been approved in writing by the Controlling
Party;
(vi)
Eurodollar time deposits having a credit rating from Xxxxx’x of “P-1” and
Standard & Poor’s of “A-1+”;
(vii)
repurchase agreements involving any of the Permitted Investments described
in
clauses (i) and (vi) above and the certificates of deposit described in clause
(ii) above which are entered into with a depository institution or trust
company, having a commercial paper or short-term certificate of deposit rating
of “P-1” by Xxxxx’x and “A-1+” by Standard & Poor’s or which otherwise is
approved as to collateralization by the Rating Agencies; and
(viii)
any other instruments or securities, if (x) for so long as a Financial Insurance
Provider is the Controlling Party, the Controlling Party consents in writing
and
(y) with respect to the investment in which the Rating Agency Condition has
been
satisfied.
“Permitted
Liens”
means
(i) Liens for current taxes not delinquent or for taxes being contested in
good
faith and by appropriate proceedings, and with respect to which adequate
reserves have been established, and are being maintained, in accordance with
GAAP, (ii) mechanics’, materialmen’s, landlords’, warehousemen’s and carriers’
Liens, and other Liens imposed by law, securing obligations arising in the
ordinary course of business that are not more than thirty (30) days past due
or
are being contested in good faith and by appropriate proceedings and with
respect to which adequate reserves have been established, and are being
maintained, in accordance with GAAP, (iii) the Liens in favor of the Box Truck
SPVs created pursuant to the SPV Fleet Owner Agreement or the Box Truck Purchase
Agreement, (iv) the Liens in favor of the Trustee created pursuant to the
Indenture or (v) the Liens created on Other Assets in connection with a
Permitted Note Issuance pursuant to any Permitted Note Issuance Related
Documents; provided
that, in
the case of clauses
(i)
and
(ii),
such
Liens do not create any material risk of foreclosure of any asset and the
failure to make payment pending resolution could not reasonably be expected
to
result in a Material Adverse Effect.
“Permitted
Note Issuance”
means
the issuance by USF and one or more Permitted Note Issuance SPVs of one or
more
series of notes (a) that are secured solely by Other Assets of USF and all
assets of such Permitted Note Issuance SPVs including, among other things,
a
security
18
“Permitted
Note Issuance Indenture”
means
any indenture pursuant to which Permitted Notes are issued by USF and/or one
or
more Permitted Note Issuance SPVs.
“Permitted
Note Issuance Rating Agency Condition”
means,
with respect to any action, that each Rating Agency shall have notified the
Issuers, any Financial Insurance Provider and the Trustee in writing that such
action will not result in a reduction or withdrawal of the rating (in effect
immediately before the taking of such action) of any series of Permitted Notes
(including any rating of such Permitted Notes assigned without regard to
enhancement for such Permitted Notes).
“Permitted
Note Issuance Related Documents”
means
each Permitted Note Issuance Indenture, each Permitted Note Issuance SPV Limited
Guarantee and any other agreements or instruments entered into by USF or a
Permitted Note Issuance SPV in connection with any Permitted Note
Issuance.
“Permitted
Note Issuance SPV”
means
a
special purpose, bankruptcy-remote entity, other than a Box Truck SPV, which
is
a direct wholly-owned subsidiary of USF and which owns box trucks, vans and/or
pickup trucks engaged in a Permitted Note Issuance.
“Permitted
Note Issuance SPV Limited Guarantee”
means
a
guarantee by a Permitted Note Issuance SPV of, among other things, the
obligations of USF under the Indenture, substantially identical, mutatis mutandis,
to
Exhibit B to the 2007-1 Base Indenture.
“Permitted
Note Issuance Trustee”
means
a
Person party to a Permitted Note Issuance Indenture as trustee.
“Permitted
Notes”
means
any series of notes issued by USF and/or one or more Permitted Note Issuance
SPVs in connection with a Permitted Note Issuance.
“Person”
means
any natural person, corporation, business trust, joint venture, association,
company, partnership, limited liability company, joint stock company,
corporation, trust, unincorporated organization or Governmental
Authority.
“Placement
Agency Agreement”
means
any agreement pursuant to which one or more Placement Agents agree with the
Issuers and UHI to place Notes with, or purchase Notes for resale to,
investors.
“Placement
Agent”
means
any Person in its capacity as a placement agent or an initial purchaser under
a
Placement Agency Agreement.
19
“Potential
Enforcement Event”
means
any occurrence or event which, with the giving of notice, the passage of time
or
both, would constitute an Enforcement Event.
“Potential
Rapid Amortization Event”
means
any occurrence or event which, with the giving of notice, the passage of time
or
both, would constitute a Rapid Amortization Event.
“Potential
Termination Event”
means
any occurrence or event which, with the giving of notice, the passage of time
or
both, would constitute a Termination Event.
“Premium
Rate”
with
respect to any Financial Insurance Policy will be defined in the fee letter
with
respect to such Financial Insurance Policy.
“Principal
Terms”
is
defined in Section
2.4
of the
2007-1 Base Indenture.
“Pro
Forma DSCR”
means,
as of any Disposition Date, the ratio of (a) the sum of (i) the sum of the
aggregate SPV Fleet Owner Net Cash Flows for all Remaining Box Trucks as of
such
Disposition Date during the six Monthly Periods preceding the Determination
Date
immediately preceding such Disposition Date (or, if such Disposition Date is
also a Determination Date, during the six Monthly Periods preceding such
Determination Date) (which, for the avoidance of doubt, shall not include the
amount of any Monthly Advance) and (ii) all Investment Income (other than
Investment Income earned on amounts on deposit in the Box Truck Purchase
Account) for such six Monthly Periods to (b) the sum of (i) the sum of (X)
the
Pro Forma Targeted Principal Amount, (Y) the Pro Forma Interest Amount and
(Z)
the Pro Forma Premium, in each case as of each of the six Determination Dates
preceding such Disposition Date (or, if such Disposition Date is also a
Determination Date, as of such Determination Date and the five Determination
Dates preceding such Determination Date) and (ii) any Targeted Note Balance
Shortfall on the seventh Determination Date preceding such Disposition Date
(or,
if such Disposition Date is also a Determination Date, on the sixth
Determination Date preceding such Determination Date); provided
that on
any Disposition Date occurring prior to the seventh Determination Date
immediately following the Effective Date, the Pro Forma DSCR shall be calculated
based only on the number of Monthly Periods and Determination Dates occurring
since the Effective Date.
“Pro
Forma Interest Amount”
means,
as of any Determination Date, the product of (i) one-twelfth of the Note Rate
(or, in the case of the initial Determination Date following the Effective
Date,
the product of (1) one-twelfth of the Note Rate and (2) one plus a fraction,
the
numerator of which is 24 and the denominator of which is 30) and (ii) the sum
of
(x) the excess of (A) for all Remaining Box Trucks as of the Calculation Date,
the aggregate Discounted Asset Value of such Remaining Box Trucks as of the
immediately preceding Determination Date (or, in the case of the initial
Determination Date, as of the Effective Date or, in the case of any Box Truck
that became a Funded Box Truck after the Effective Date but prior to the initial
Determination Date, as of the applicable Subsequent Funding Date) over (B)
the
amount of any Partial Amortization Payment made on the immediately preceding
Payment Date and (y) any Targeted Note Balance Shortfall as of the immediately
preceding Determination Date (which, for the purposes of the initial
Determination Date, shall equal zero).
20
“Pro
Forma Premium”
means,
as of any Determination Date, the product of (i) one-twelfth of the Premium
Rate
in connection with any Financial Insurance Policy with respect to the Notes
as
of the immediately preceding Determination Date (or, in the case of the initial
Determination Date following the Effective Date, the product of (1) one-twelfth
of such Premium Rate in connection with any Financial Insurance Policy with
respect to the Notes as of the Effective Date and (2) one plus a fraction,
the
numerator of which is 24 and the denominator of which is 30) and (ii) the sum
of
(x) the excess of (A) for all Remaining Box Trucks as of the Calculation Date,
the aggregate Discounted Asset Value of such Remaining Box Trucks as of the
immediately preceding Determination Date (or, in the case of the initial
Determination Date, as of the Effective Date or, in the case of any Box Truck
that became a Funded Box Truck after the Effective Date but prior to the initial
Determination Date, as of the applicable Subsequent Funding Date) over (B)
the
amount of any Partial Amortization Payment made on the immediately preceding
Payment Date and (y) any Targeted Note Balance Shortfall as of the immediately
preceding Determination Date (which, for the purposes of the initial
Determination Date, shall equal zero).
“Pro
Forma Targeted Principal Amount”
means,
as of any Determination Date, the sum, for all Remaining Box Trucks as of the
Calculation Date, of the amount, if any, by which (i) the aggregate Discounted
Asset Value of such Remaining Box Trucks as of the immediately preceding
Determination Date (or, in the case of the initial Determination Date, as of
the
Effective Date or, in the case of any Box Truck that became a Funded Box Truck
after the Effective Date but prior to the initial Determination Date, as of
the
applicable Subsequent Funding Date) exceeds (ii) the sum of (x) the aggregate
Discounted Asset Value of such Remaining Box Trucks as of such Determination
Date and (y) the amount of any Partial Amortization Payment made on the
immediately preceding Payment Date.
“Proceeding”
means
any suit in equity, action or law or other judicial or administrative
proceeding.
“Proceeds”
has
the
meaning set forth in Section 9-102(a)(64) of the applicable UCC.
“Purchased
Assets”
is
defined in Section
1.1
of the
Box Truck Purchase Agreement.
“Purchase
Price”
is
defined in Section
1.1
of the
Box Truck Purchase Agreement.
“Qualified
Institution”
means
a
depository institution organized under the laws of the United States of America
or any state thereof or incorporated under the laws of a foreign jurisdiction
with a branch or agency located in the United States of America or any state
thereof and subject to supervision and examination by federal or state banking
authorities which at all times has the Required Rating and, in the case of
any
such institution organized under the laws of the United States of America,
whose
deposits are insured by the FDIC.
“Qualified
Trust Institution”
means
an institution organized under the laws of the United States of America or
any
state thereof or incorporated under the laws of a foreign jurisdiction with
a
branch or agency located in the United States of America or any state thereof
and subject to supervision and examination by federal or state banking
authorities which at all times (i) is authorized under such laws to act as
a
trustee or in any other fiduciary capacity, (ii) has capital,
21
surplus
and undivided profits of not less than $500,000,000 as set forth in its most
recent published annual report of condition and (iii) has a long term deposits
rating of not less than “AA-” by Standard & Poor’s and “Aa3” by
Xxxxx’x.
“Rapid
Amortization Event”
is
defined in Section
10.1
of the
2007-1 Base Indenture.
“Rating
Agency”
means
each of Xxxxx’x and Standard & Poor’s.
“Rating
Agency Condition”
means,
with respect to any action, that (i) each Rating Agency shall have notified
the
Issuers, any Financial Insurance Provider and the Trustee in writing that such
action will not result in a reduction or withdrawal of the rating (in effect
immediately before the taking of such action) of the Notes and (ii) each Rating
Agency shall have notified any applicable Enhancement Provider entitled to
such
notification pursuant to the Indenture in writing that such action will not
result in a reduction or withdrawal of the rating (without regard to the
presence of the Enhancement provided by each such Enhancement Provider and
in
effect immediately before the taking of such action) of the Notes.
“Record
Date”
with
respect to any Series of Notes, has the meaning specified in the applicable
Series Supplement.
“Registrar”
is
defined in Section
2.6(a)
of the
2007-1 Base Indenture.
“Related
Documents”
means,
collectively, the Indenture, the Notes, any Enhancement Agreement, the Nominee
Titleholder Agreement, the Administration Agreement, the Account Control
Agreements, the Box Truck SPV Limited Liability Company Agreements, the USF
Limited Liability Agreement, each Sale and Contribution Agreement, any Placement
Agency Agreement, any other agreements relating to the issuance or the purchase
of any Series of Notes, the Box Truck Purchase Agreement and the SPV Fleet
Owner
Agreement.
“Related
Monthly Period”
means,
with respect to any Payment Date, any Determination Date, any Calculation Date
or any Monthly Fleet Owner Payment Date, the Monthly Period immediately
preceding the Monthly Period in which such Payment Date, Determination Date,
Calculation Date or Monthly Fleet Owner Payment Date occurs.
“Related
Payment Date”
means,
with respect to any Determination Date, the Payment Date next succeeding such
Determination Date.
“Remaining
Box Trucks”
means,
with respect to any Disposition Date, all Box Trucks subject to the SPV Fleet
Owner Agreement remaining after giving effect to all sales, transfers or other
dispositions of any Box Trucks on such Disposition Date.
“Rental
Company”
means
each wholly-owned subsidiary of UHI acting as a regional marketing company
pursuant to a Rental Company Contract.
“Rental
Company Contract”
means
each Rental Company Contract between a Rental Company and UHI, substantially
in
the form of Exhibit A to the SPV Fleet Owner Agreement, pursuant to which UHI
agrees to make trucks, trailers and other rental equipment available to
the
22
“Rental
Dealer”
means
any U-Haul operated retail moving center or independent dealer offering truck
rental services in the United States or Canada.
“Required
Noteholders”
means
Noteholders holding in excess of 50% of the Aggregate Note Balance (excluding,
for the purposes of making the foregoing calculation, any Notes held by any
Issuer or any Affiliate of any Issuer).
“Required
Payment”
means,
with respect to any Series of Notes Outstanding, the amount specified in the
applicable Series Supplement.
“Required
Pro Forma DSCR”
means,
as of any Disposition Date, (x) if the Six-Month DSCR as of the immediately
preceding Determination Date (or, if such Disposition Date is a Determination
Date, as of such Determination Date) equaled less than 1.40, such Six-Month
DSCR, (y) if the Six-Month DSCR as of the immediately preceding Determination
Date (or, if such Disposition Date is a Determination Date, as of such
Determination Date) equaled 1.40 or more but less than 1.42, 1.40 and (z) if
the
Six-Month DSCR as of the immediately preceding Determination Date (or, if such
Disposition Date is a Determination Date, as of such Determination Date) equaled
1.42 or more, the lesser of (i) such Six-Month DSCR less
0.02 and
(ii) the amount set forth in the following table:
|
If
such Disposition Date occurs:
|
Required
Pro Forma DSCR
|
|
|
On
or prior to the June 2008 Determination Date
|
1.75
|
|
|
After
the June 2008 Determination Date and on or prior to the June 2009
Determination Date
|
1.80
|
|
|
After
the June 2009 Determination Date and on or prior to the June 2010
Determination Date
|
1.85
|
|
|
After
the June 2010 Determination Date and on or prior to the June 2012
Determination Date
|
1.90
|
|
|
After
the June 2012 Determination Date and on or prior to the June 2013
Determination Date
|
1.95
|
|
|
After
the June 2013 Determination Date
|
2.00
|
23
“Required
Rating”
means
(i) a short-term certificate of deposit rating from Xxxxx’x of “P-1” and from
Standard & Poor’s of at least “A-1” and (ii) a long-term unsecured debt
rating of not less than “Aa3” by Xxxxx’x and “AA-” by Standard &
Poor’s.
“Requirements
of Law”
means,
with respect to any Person or any of its property, the certificate of
incorporation, articles of association and by-laws, articles of organization,
operating agreement or other organizational or governing documents of such
Person or any of its property, and any law, treaty, rule or regulation, or
determination of any arbitrator or Governmental Authority, in each case
applicable to or binding upon such Person or any of its property or to which
such Person or any of its property is subject, whether federal, state or local
(including usury laws, the Federal Truth in Lending Act and retail installment
sales acts).
“RTAC”
means
RTAC, LLC, a Nevada limited liability company, which is the direct parent of
USF
and an indirect wholly-owned subsidiary of UHI.
“RTAC
Sale and Contribution Agreement”
means
the Sale and Contribution Agreement, dated as of the Effective Date, by and
among RTAC, UHI and USF, together with each Bill of Sale (as defined therein)
and each other document delivered pursuant thereto, as amended, modified or
supplemented from time to time in accordance with its terms.
“Safemove”
means
the optional insurance policy providing a damage waiver, cargo protection and
medical and life coverage offered through the System to rental customers of
the
Box Trucks.
“Safemove
Fee”
means,
with respect to any Box Truck, the fee paid by a rental customer of such Box
Truck in order to obtain Safemove.
“Sale
and Contribution Agreements”
means,
collectively, the RTAC Sale and Contribution Agreement and the XXXX Sale and
Contribution Agreement.
“Seasonal
Depreciation Percentage”
means,
with respect to any Monthly Period, the percentage set forth for such calendar
month under the heading “Seasonal Depreciation” on the Assumed Asset Value
Schedule.
“Secured
Parties”
is
defined in Section
3.1(a)
of the
2007-1 Base Indenture.
“Securities
Act”
means
the Securities Act of 1933, as amended.
“Security
Agreements”
means,
collectively, the Indenture, the Notes, the Administration Agreement, the
Nominee Titleholder Agreement and the Account Control Agreements.
“Series
Account”
means
any account or accounts established pursuant to a Series Supplement for the
benefit of a Series of Notes.
“Series
of Notes”
or
“Series”
means
each Series of Notes issued and authenticated pursuant to the 2007-1 Base
Indenture and a Series Supplement.
24
“Series
Supplement”
means,
with respect to any Series of Notes, a supplement to the 2007-1 Base Indenture
complying with the terms of Section
2.3
of the
2007-1 Base Indenture, executed in conjunction with any issuance of any Series
of Notes.
“Six-Month
DSCR”
means,
as of any Determination Date, the ratio of (a) the sum of (i) the sum of the
aggregate SPV Fleet Owner Net Cash Flows for all Box Trucks subject to the
SPV
Fleet Owner Agreement as of the last day of the Related Monthly Period during
the six Monthly Periods preceding such Determination Date (which, for the
avoidance of doubt, shall not include the amount of any Monthly Advance) and
(ii) all Investment Income (other than Investment Income earned on amounts
on
deposit in the Box Truck Purchase Account) for the six Monthly Periods preceding
such Determination Date to (b) the sum of (i) the sum of (X) the DSCR Targeted
Principal Amount, (Y) the DSCR Interest Amount and (Z) the DSCR Premium, in
each
case as of such Determination Date and each of the five Determination Dates
preceding such Determination Date and (ii) any Targeted Note Balance Shortfall
on the sixth Determination Date preceding such Determination Date; provided
that the
Six-Month DSCR shall not be calculated on each of the first three Determination
Dates immediately following the Effective Date; provided further
that on
each of the fourth and fifth Determination Dates immediately following the
Effective Date, the Six-Month DSCR shall be calculated based only on the number
of Monthly Periods and Determination Dates occurring since the Effective
Date.
“SPV
Fleet Owner Agreement”
means
the 2007-1 Box Truck SPV Fleet Owner Agreement, dated as of the Effective Date,
among TM Truck SPV, DC Truck SPV, EL Truck SPV and UHI, as the Fleet Manager
thereunder, as amended, modified or supplemented from time to time in accordance
with its terms.
“SPV
Fleet Owner Net Cash Flow”
means,
with respect to each Box Truck subject to the SPV Fleet Owner Agreement during
each Monthly Period, (x) the sum of (i) the Fleet Owner Commissions with respect
to such Box Truck during such Monthly Period and (ii) the Other Fleet Owner
Payments with respect to such Box Truck during such Monthly Period, less
(y) the
Operating Expenses with respect to such Box Truck during such Monthly
Period.
“Standard
& Poor’s”
means
Standard & Poor’s Ratings Service, a division of The XxXxxx-Xxxx Companies,
Inc.
“Subsequent
Box Truck”
is
defined in the applicable Series Supplement.
“Subsequent
Funding Date”
is
defined in the applicable Series Supplement.
“Subsidiary”
means,
with respect to any Person (herein referred to as the “parent”), any
corporation, partnership, association or other business entity (a) of which
securities or other ownership interests representing more than 50% of the equity
or more than 50% of the ordinary voting power or more than 50% of the general
partnership interests are, at the time any determination is being made, owned,
controlled or held by the parent or (b) that is, at the time any determination
is being made, otherwise controlled by the parent or one or more subsidiaries
of
the parent or by the parent and one or more subsidiaries of the
parent.
“Supplement”
means
a
supplement to the 2007-1 Base Indenture complying (to the extent applicable)
with the terms of Article
13
of the
2007-1 Base Indenture.
25
“Surety
Default”
is
defined with respect to any Financial Insurance Provider in the applicable
Series Supplement.
“Swap
Rate”
means,
as of any date of determination, the mid-market swap rate appearing on page
19901 of the Telerate service (or any successor service), adjusted for monthly
compounding.
“System”
means
the network of retail moving centers operated by U-Haul and independent dealers
offering truck rental services throughout the United States and
Canada.
“Target
Weekly Fleet Owner Payment”
means,
for any Weekly Fleet Owner Payment Date with respect to a Monthly Period, an
amount equal to one-third of the Estimated SPV Fleet Owner Net Cash Flow for
such Monthly Period.
“Targeted
Note Balance Shortfall”
means,
as of any Determination Date, the excess, if any, of the Aggregate Note Balance
as of the Related Payment Date (after giving effect to all principal payments
to
be made on such Payment Date) over the Discounted Aggregate Asset Amount as
of
such Determination Date.
“Targeted
Principal Payment”
means,
for any Payment Date, the amount by which the Aggregate Note Balance on such
Payment Date (before giving effect to any payments on the Notes on such Payment
Date) exceeds the Discounted Aggregate Asset Amount as of the Determination
Date
with respect to such Payment Date.
“Termination
Event”
means
any of the events described in Section
8.2
of the
SPV Fleet Owner Agreement.
“Title
Trigger Event”
is
defined in Section
6.1(f)
of the
Administration Agreement.
“TM
Truck”
means
a
model year 2007 or model year 2008 ten-foot box truck owned by TM Truck
SPV.
“TM
Truck SPV”
means
2007 TM-1, LLC, a Nevada limited liability company, and its permitted
successors.
“Trust
Indenture Act”
means
the Trust Indenture Act of 1939, as amended.
“Trust
Officer”
means,
with respect to the Trustee, any Senior Vice President, Vice President,
Assistant Vice President, Assistant Secretary, Assistant Treasurer or any trust
officer of the Corporate Trust Office responsible for the administration of
the
2007-1 Base Indenture.
“Trustee”
means
the party named as such in the 2007-1 Base Indenture until a successor replaces
it in accordance with the applicable provisions of the 2007-1 Base Indenture
and
thereafter means the successor serving thereunder.
“Trustee
Fee”
means,
for each Payment Date, the monthly fee payable by the Issuers to the Trustee,
as
set forth in the fee letter dated the Effective Date from the Trustee to the
Issuers.
26
“2007-1
Base Indenture”
means
the 2007-1 Box Truck Base Indenture, dated as of the Effective Date, among
USF,
TM Truck SPV, DC Truck SPV and EL Truck SPV, as co-issuers, and the Trustee,
as
amended, modified or supplemented from time to time in accordance with its
terms, exclusive of Series Supplements creating new Series of Notes.
“UCC”
or
“Uniform
Commercial Code”
means
the Uniform Commercial Code as in effect from time to time in the specified
jurisdiction.
“U-Haul”
means,
collectively, UHI together with those of its subsidiaries engaged in moving
and
storage operations.
“UHI”
means
U-Haul International, Inc., a Nevada corporation and its permitted
successors.
“XXXX”
means
U-Haul Leasing & Sales Co., a Nevada corporation.
“XXXX
Sale and Contribution Agreement”
means
the Sale and Contribution Agreement, dated as of the Effective Date, by and
among XXXX, UHI and RTAC, together with each Bill of Sale (as defined therein)
and each other document delivered pursuant thereto, as amended, modified or
supplemented from time to time in accordance with its terms.
“Uneconomical
Box Truck”
means
a
Box Truck with respect to which the Operating Expenses exceed the sum of (x)
the
Fleet Owner Commissions generated by such Box Truck and (y) the Other Fleet
Owner Payments with respect to such Box Truck in either (i) each of six (6)
consecutive Monthly Periods or (ii) any six (6) Monthly Periods during any
nine
(9) consecutive Monthly Periods.
“United
States”
or
“U.S.”
means
the United States of America, its fifty states and the District of
Columbia.
“U.S.
Government Obligations”
means
(i) direct obligations of the United States of America, or any agency or
instrumentality thereof for the payment of which the full faith and credit
of
the United States of America is pledged as to full and timely payment of such
obligations, or (ii) any other obligations which are “government securities”
within the meaning of Section 2(a)(16) of the Investment Company
Act.
“USF”
means
U-Haul S Fleet, LLC, a Nevada limited liability company, and its permitted
successors.
“USF
Assets”
means
all assets of USF.
“USF
Collateral”
is
defined in Section
3.1(a)
of the
2007-1 Base Indenture.
“USF
Limited Liability Company Agreement”
means
the Operating Agreement of USF, dated as of June 1, 2007, between RTAC and
USF’s
Independent Manager, as amended, modified or supplemented from time to time
in
accordance with its terms.
“VIN”
means
vehicle identification number.
27
“Weekly
Fleet Owner Xxxxxxxxx Amount”
means,
as of any Weekly Fleet Owner Payment Date in any Monthly Period, an amount
(not
less than zero) equal to the excess of (i) the Monthly Fleet Manager Excess
Amount for the Monthly Fleet Owner Payment Date in the immediately preceding
Monthly Period over (ii) the sum of (a) the amount of the Fleet Manager
Withdrawal, if any, paid to the Fleet Manager on such Monthly Fleet Owner
Payment Date and (b) the sum of the Weekly Fleet Owner Payments deposited into
the Box Truck Collection Account on each prior Weekly Fleet Owner Payment Date
in such Monthly Period.
“Weekly
Fleet Owner Payment”
means
the amount payable by the Fleet Manager on any Weekly Fleet Owner Payment Date
pursuant to Section
3.4
of the
SPV Fleet Owner Agreement.
“Weekly
Fleet Owner Payment Date”
means
each Wednesday, or if such Wednesday is not a Business Day, the next succeeding
Business Day.
“written”
or
“in
writing”
means
any form of written communication, including by means of telex, telecopier
device, telegraph, email or cable.
28
