U-HAUL S FLEET, LLC, 2007 TM-1, LLC, 2007 DC-1, LLC, and 2007 EL-1, LLC, as Co- Issuers and U.S. BANK NATIONAL ASSOCIATION, as Trustee SERIES 2007-1 SUPPLEMENT dated as of June 1, 2007 to 2007-1 BOX TRUCK BASE INDENTURE dated as of June 1, 2007
Execution
Copy
___________________________________________
U-HAUL
S
FLEET, LLC,
2007
TM-1, LLC,
2007
DC-1, LLC,
and
2007
EL-1, LLC,
as
Co-Issuers
and
U.S.
BANK
NATIONAL ASSOCIATION,
as
Trustee
_____________________
SERIES
2007-1 SUPPLEMENT
dated
as
of June 1, 2007
to
2007-1
BOX TRUCK BASE INDENTURE
dated
as
of June 1, 2007
___________________________________________
TABLE
OF CONTENTS
Page
ARTICLE
I
DEFINITIONS
ARTICLE
II SERIES 2007-1 COLLECTIONS
Section
2.1 Interest
Reserve Account
Section
2.2 DSCR
Deficiency Account
Section
2.3 Pre-Funding
Period Interest Deficiency Account
Section
2.4 Payment
Account
Section
2.5 Investment
of Funds in the Box Truck Collection Account and the Box Truck Purchase
Account
Section
2.6 Deposits
to the Interest Reserve Account, Box Truck Collection Account, the Box Truck
Purchase Account and the Pre-Funding Period Interest Deficiency
Account
Section
2.7 Box
Truck
Purchase Account
Section
2.8 Withdrawals
from the Interest Reserve Account; Demands on the Surety Bond; and Interest
Shortfall Amount
Section
2.9 Monthly
Application of Total Available Funds
Section
2.10 Payment
of Monthly Interest Payment, Monthly Contingent Additional Interest Payment
and
Premium
Section
2.11 Payment
of Note Principal
Section
2.12 Administrator’s
Failure to Instruct the Trustee to Make a Deposit or Payment
Section
2.13 Trustee
as Securities Intermediary
ARTICLE
III RAPID AMORTIZATION EVENTS
ARTICLE
IV FORM OF SERIES 2007-1 NOTES
Section
4.1 Initial
Issuance of Series 2007-1 Notes
Section
4.2 Restricted
Global Series 2007-1 Notes
Section
4.3 Temporary
Global Series 2007-1 Notes; Permanent Global Series 2007-1 Notes
Section
4.4 Definitive
Notes
Section
4.5 Transfer
and Exchange
Section
4.6 Legending
of Notes
ARTICLE
V
GENERAL
Section
5.1 Optional
Prepayment
Section
5.2 Optional
Prepayment of Permitted Notes
Section
5.3 Information
Section
5.4 Exhibits
Section
5.5 Ratification
of the 2007-1 Base Indenture
Section
5.6 Counterparts
Section
5.7 Governing
Law
Section
5.8 Amendments
i
Section
5.9 Discharge
of the Indenture
Section
5.10 Notice
to
the Surety Provider and the Rating Agencies
Section
5.11 Surety
Provider Deemed Enhancement Provider and Secured Party
Section
5.12 Third
Party Beneficiary
Section
5.13 Effect
of
Payments by the Surety Provider
Section
5.14 Subrogation
Section
5.15 Prior
Notice by Trustee to the Surety Provider
Section
5.16 Termination
of Series Supplement
Section
5.17 Entire
Agreement
ii
SERIES
2007-1 SUPPLEMENT, dated as of June 1, 2007 (this “Series
Supplement”),
among
U-HAUL S FLEET, LLC, a special purpose limited liability company established
under the laws of Nevada, 2007 TM-1, LLC, a special purpose limited liability
company established under the laws of Nevada, 2007 DC-1, LLC, a special purpose
limited liability company established under the laws of Nevada, and 2007 EL-1,
LLC, a special purpose limited liability company established under the laws
of
Nevada, as co-issuers (each an “Issuer”
and
collectively, the “Issuers”),
and
U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee
(in
such capacity, and together with its successors in trust thereunder as provided
in the 2007-1 Base Indenture referred to below, the “Trustee”)
and as
securities intermediary, to the 2007-1 Box Truck Base Indenture, dated as of
the
date hereof, among the Issuers and the Trustee (as amended, modified, restated
or supplemented from time to time, exclusive of Series Supplements creating
a
new Series of Notes, the “2007-1
Base Indenture”).
PRELIMINARY
STATEMENT
WHEREAS,
Sections
2.4
and
13.1
of the
2007-1 Base Indenture provide, among other things, that the Issuers and the
Trustee may at any time and from time to time enter into a Series Supplement
to
the 2007-1 Base Indenture for the purpose of authorizing the issuance of a
Series of Notes;
NOW,
THEREFORE, the parties hereto agree as follows:
DESIGNATION
There
is
hereby created a Series of Notes to be issued pursuant to the 2007-1 Base
Indenture and this Series Supplement, and such Series of Notes shall be
designated as the Series 2007-1 5.559% Box Truck Asset Backed Notes. The Series
2007-1 Notes shall be issued in minimum denominations of $100,000 and integral
multiples of $1,000 in excess thereof. The Series 2007-1 Notes shall be joint
and several obligations of the Issuers.
The
net
proceeds from the sale of the Series 2007-1 Notes shall be applied in accordance
with Section
2.6.
ARTICLE
I
DEFINITIONS
(a) All
capitalized terms not otherwise defined herein are defined in the Definitions
List attached to the 2007-1 Base Indenture as Schedule
I
thereto.
All Article, Section, Subsection or Exhibit references herein shall refer to
Articles, Sections, Subsections or Exhibits of this Series Supplement, except
as
otherwise provided herein. Unless otherwise stated herein, as the context
otherwise requires or if such term is otherwise defined in the 2007-1 Base
Indenture, each capitalized term used or defined herein shall relate only to
the
Series 2007-1 Notes and not to any other Series of Notes issued by any Issuer.
In the event that a term used herein shall be defined both herein and in the
2007-1 Base Indenture, the definition of such term herein shall
govern.
(b) The
following words and phrases shall have the following meanings with respect
to
the Series 2007-1 Notes:
“Additional
Interest”
is
defined in Section
2.8(e).
“Aggregate
Note Balance”
means,
when used with respect to any date, an amount equal to the Outstanding Principal
Amount plus
the sum
of (a) the amount of any principal payments made to the Series 2007-1
Noteholders on or prior to such date with the proceeds of a demand on the Surety
Bond and (b) the amount of any principal payments made to Series 2007-1
Noteholders that have been rescinded or otherwise returned by the Series 2007-1
Noteholders for any reason.
“Applicable
Procedures”
is
defined in Section
4.5(a)(iii).
“Available
DSCR Deficiency Account Amount”
means,
as of any Payment Date, the amount on deposit in the DSCR Deficiency Account
(after giving effect to any deposits thereto and withdrawals and releases
therefrom on such Payment Date).
“Available
Funds”
means,
for any Payment Date, an amount equal to the sum of (a) Series 2007-1
Collections for such Payment Date and (b) any payments by any Permitted Note
Issuance SPV pursuant to a Permitted Note Issuance SPV Limited Guarantee on
such
Payment Date in respect of the Series 2007-1 Notes or this Series
Supplement.
“Available
Interest Reserve Account Amount”
means,
as of any Payment Date, the amount on deposit in the Interest Reserve Account
(after giving effect to any deposits thereto and withdrawals and releases
therefrom on such Payment Date).
“Available
Pre-Funding Period Interest Deficiency Account Amount”
means,
as of any Payment Date, the amount on deposit in the Pre-Funding Period Interest
Deficiency Account.
“Capped
Trustee’s Expenses”
means,
(x) as of any Payment Date prior to the occurrence and continuation of a Rapid
Amortization Event or Event of Default, the lesser of (i) the excess of $100,000
over the aggregate amount of fees, expenses and indemnities (other than the
Trustee Fee) that have been paid to the Trustee pursuant to Section
2.9
on each
preceding Payment Date in the same calendar year as such Payment Date and (ii)
the sum of fees, expenses and indemnities (other than the Trustee Fee) payable
to the Trustee under the Indenture as of such Payment Date and (y) as of any
Payment Date following the occurrence and during the continuation of a Rapid
Amortization Event or Event of Default, the lesser of (i) the excess of $500,000
over the aggregate amount of fees, expenses and indemnities (other than the
Trustee Fee) that have been paid to the Trustee pursuant to Section
2.9
on each
preceding Payment Date in the same calendar year as such Payment Date and (ii)
the sum of fees, expenses and indemnities (other than the Trustee Fee) payable
to the Trustee under the Indenture as of such Payment Date.
“Contingent
Additional Interest Shortfall Amount”
is
defined in Section
2.8(e).
“Controlling
Party”
means
(i) so long as no Surety Default has occurred and is continuing, the Surety
Provider and (ii) for so long as a Surety Default is continuing, the Required
Noteholders.
“Cumulative
Interest Reserve Account Withdrawal Amount”
means,
as of any Payment Date, the excess, if any, of (i) the sum of the amounts
withdrawn from the Interest Reserve Account on each prior Payment Date pursuant
to Section
2.8(a)
over
(ii) the sum of the amounts deposited into the Interest Reserve Account on
each
prior Payment Date pursuant to paragraph
(viii)
of
Section
2.9.
“Deficiency”
is
defined in Section
2.8(a).
“Discounted
Partial Amortization Aggregate Asset Amount”
means,
as of any Determination Date, the sum of (i) the sum of the product with respect
to all Funded Box Trucks that were Eligible Box Trucks as of the last day of
the
Related Monthly Period of (A) the Partial Amortization Advance Rate for each
such Box Truck and (B) the Assumed Asset Value of each such Box Truck 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).
“DSCR
Deficiency Account”
is
defined in Section
2.2(a).
“DSCR
Deficiency Account Collateral”
is
defined in Section
2.2(d).
“DSCR
Deficiency Event”
means,
as of any Determination Date on or after the fourth Determination Date after
the
Series 2007-1 Closing Date, that the Six-Month DSCR for such Determination
Date
is less than the Required Six-Month DSCR; provided
that
such DSCR Deficiency Event will continue to exist until the earlier of (i)
the
Determination Date on which the Six-Month DSCR and the Six-Month DSCR for the
two preceding Determination Dates each exceed the Required Six-Month DSCR with
respect to each such Determination Date and (ii) the Determination Date on
which
(x) the Six-Month DSCR exceeds the Required Six-Month DSCR and (y) the One-Month
DSCR exceeds 1.7.
“Excess
Pre-Funding Period Interest Deficiency Account Amount”
means,
as of any Payment Date, the excess, if any, of (x) the Available Pre-Funding
Period Interest Deficiency Account Amount as of such Payment Date (after giving
effect to the withdrawal of the Pre-Funding Period Interest Deficiency Amount
on
such Payment Date) over (y) the Required Pre-Funding Period Interest Deficiency
Account Amount for such Payment Date.
“Financial
Assets”
is
defined in Section
2.13(b)(i).
“Funded
Box Truck”
means
any Box Truck listed on Schedule
2.6(a)
or any
Subsequent Box Truck.
“Funding
Percentage”
means,
for any Determination Date, the percentage equivalent of a fraction, (i) the
numerator of which is equal to the Pre-Funded Amount as of the
“Initial
Aggregate Note Balance”
means
the aggregate initial principal amount of the Series 2007-1 Notes, which is
$217,000,000.
“Initial
Partial Amortization Payment”
is
defined in Section
2.2(e).
“Initial
Pre-Funded Amount”
means
$144,487,386.
“Initial
Pre-Funding Period Interest Deficiency Account Amount”
means
$1,249,599.
“Insurance
Agreement”
means
the Insurance Agreement, dated as of the date hereof, among the Surety Provider,
the Trustee, UHI, the Nominee Titleholder and each Issuer.
“Insured
Obligations”
is
defined in the Surety Bond.
“Interest
Reserve Account”
is
defined in Section
2.1(a).
“Interest
Reserve Account Collateral”
is
defined in Section
2.1(d).
“Interest
Reserve Account Surplus”
means,
as of any Payment Date, (i) the excess, if any, of the Available Interest
Reserve Account Amount over the Required Interest Reserve Account Amount or
(ii)
following the occurrence of an Event of Default or a Rapid Amortization Event,
zero.
“Interest
Shortfall Amount”
is
defined in Section
2.8(e).
“Mandatory
Prepayment Amount Subject to Premium”
means,
on any Payment Date, an amount equal to the sum of the Discounted Asset Value
as
of the Determination Date with respect to such Payment Date of each Box Truck
that (i) was sold or otherwise disposed of during the Related Monthly Period
and
in respect of which no Disposition Receivable was outstanding and not more
than
three (3) days past the applicable Disposition Date as of the last day of the
Related Monthly Period, (ii) was an Eligible Box Truck on the Disposition Date
with respect to such Box Truck and (iii) had not suffered a Casualty on or
prior
to the Disposition Date with respect to such Box Truck.
“Mandatory
Prepayment Premium”
means,
with respect to any Mandatory Prepayment Amount Subject to Premium on any
Prepayment Date, the excess, if any, of (a) the Present Value, as of such
Prepayment Date, of such Mandatory Prepayment Amount Subject to Premium over
(b)
such Mandatory Prepayment Amount Subject to Premium.
“Mandatory
Prepayment Premium Equity Contribution”
means,
with respect to any Prepayment Date, an amount deposited into the Payment
Account by, and at the sole discretion of, RTAC, on behalf of USF, equal to
no
greater than the excess of (i) the Mandatory Prepayment Premium, if any, with
respect to any Mandatory Prepayment Amount Subject to Premium on such Prepayment
Date, over (ii) the amount of Total Available Funds for such Prepayment Date
available on such Prepayment Date to pay such Mandatory Prepayment
Premium.
“Maximum
Pre-Funding Period Interest Deficiency Account Amount”
means,
for any Payment Date, the product of (a) the excess of (i) the Series 2007-1
Note Rate over (ii) 4.50%, (b) the Pre-Funded Amount as of the last day of
the
Related Monthly Period and (c) a fraction, the numerator of which is the number
of months from such Payment Date to the March 2008 Payment Date and the
denominator of which is 12.
“Monthly
Advance Reimbursement Amount”
means,
for any Payment Date, the excess of (i) the aggregate amount of Monthly Advances
made by the Fleet Manager prior to such Payment Date over (ii) the aggregate
amount of payments made to the Fleet Manager pursuant to paragraph
(i)
of
Section
2.9
prior to
such Payment Date.
“Monthly
Contingent Additional Interest Payment”
is
defined in clause
(2)
of
paragraph
(xiii)
of
Section
2.9.
“Monthly
Interest Payment”
is
defined in paragraph
(iv)
of
Section
2.9.
“Optional
Prepayment Amount”
means,
on any Payment Date, the principal amount of the Series 2007-1 Notes being
prepaid on such Payment Date pursuant to Section
5.1.
“Optional
Prepayment Premium”
means,
with respect to any Optional Prepayment Amount on any Prepayment Date, the
excess, if any, of (a) the Present Value, as of such Prepayment Date, of such
Optional Prepayment Amount over (b) such Optional Prepayment
Amount.
“Outstanding”
means
with respect to the Series 2007-1 Notes, all Series 2007-1 Notes theretofore
authenticated and delivered under the Indenture, except
(a)
Series 2007-1 Notes theretofore cancelled or delivered to the Registrar for
cancellation, (b) Series 2007-1 Notes which have not been presented for payment
but funds for the payment of which are on deposit in the Payment Account and
are
available for payment of such Series 2007-1 Notes, (c) Series 2007-1 Notes
which
are considered paid pursuant to Section
12.1
of the
2007-1 Base Indenture or (d) Series 2007-1 Notes in exchange for or in lieu
of
other Series 2007-1 Notes which have been authenticated and delivered pursuant
to the Indenture unless proof satisfactory to the Trustee is presented that
any
such Series 2007-1 Notes are held by a purchaser for value; provided,
however
that any
Series 2007-1 Notes the principal of which has been paid by the Surety Provider
shall be deemed to be Outstanding.
“Outstanding
Principal Amount”
means,
when used with respect to any date, an amount equal to (a) the Initial Aggregate
Note Balance minus
(b) the
amount of principal payments made to Series 2007-1 Noteholders on or prior
to
such date.
“Partial
Amortization Advance Rate”
means,
with respect to (i) any TM Truck, 77.75%, (ii) any DC Truck, 80.50% and (iii)
any EL Truck, 74.25%.
“Partial
Amortization Carryover Payment”
is
defined in paragraph
(xi)
of
Section
2.9.
“Partial
Amortization Payment”
means
the Initial Partial Amortization Payment or any Partial Amortization Carryover
Payment.
“Payment
Account”
is
defined in Section
2.4(a).
“Payment
Account Collateral”
is
defined in Section
2.4(b).
“Permanent
Global Series 2007-1 Note”
is
defined in Section
4.3.
“Pre-Funded
Amount”
means,
as of any date of determination, the Initial Pre-Funded Amount minus
the
amount of each withdrawal made on or prior to such date from the Box Truck
Purchase Account pursuant to Section
2.7(a).
“Pre-Funding
Period”
means
the period beginning on and including the Series 2007-1 Closing Date and ending
on the first to occur of (a) the Payment Date on which the Pre-Funded Amount
is
not greater than $10,000, (b) the date on which a Rapid Amortization Event
occurs and (c) the close of business on the March 2008 Payment
Date.
“Pre-Funding
Period Interest Deficiency Account”
is
defined in Section
2.3(a).
“Pre-Funding
Period Interest Deficiency Account Collateral”
is
defined in Section
2.3(d).
“Pre-Funding
Period Interest Deficiency Amount”
means,
for any Payment Date, the excess, if any, of (a) the product of (i) Series
2007-1 Monthly Interest for such Payment Date and (ii) the Funding Percentage
for the Determination Date with respect to such Payment Date, over (b) the
portion of the Investment Income during the Related Monthly Period attributable
to the Box Truck Purchase Account.
“Prepayment
Amount”
means
an Optional Prepayment Amount or a Mandatory Prepayment Amount Subject to
Premium.
“Prepayment
Date”
means
any Payment Date on which a Prepayment Amount is being paid to the Series 2007-1
Noteholders pursuant to paragraph
(ix)
of
Section
2.9
or
Section
5.1.
“Present
Value”
means,
with respect to any Prepayment Amount as of any Prepayment Date, the present
value, as of such Prepayment Date, of such Prepayment Amount and the amount
of
interest that would have been payable thereon on each subsequent Payment Date
after such Prepayment Date through the November 2013 Payment Date as if such
Prepayment Amount were paid in accordance with the amortization scheduled on
the
Assumed Asset Value Schedule, adjusted so that the Aggregate Note Balance
outstanding on the
November
2013 Payment Date is assumed to be fully repaid on such date, with such present
value being computed using a discount rate equal to (i) if the Weighted Average
Prepayment Period with respect to such Prepayment Date is 24 months or more,
the
Swap Rate or (ii) if such Weighted Average Prepayment Period is less than 24
months, the EDSF Rate, in each case corresponding to such Weighted Average
Prepayment Period (which discount rate may be determined by interpolating
between two Swap Rates, two EDSF Rates or a Swap Rate and an EDSF Rate, as
applicable).
“Qualified
Institutional Buyer”
is
defined in Section
4.1.
“Regulation
S”
is
defined in Section
4.1.
“Required
Interest Reserve Account Amount”
means,
as of any Payment Date, an amount equal to the greater of (i) the excess of
(a)
the product of (x) nine and (y) the sum of (1) the product of (A) one-twelfth
of
the Series 2007-1 Note Rate and (B) the Aggregate Note Balance as of such
Payment Date, after giving effect to any principal payments to be made on such
date and (2) the product of (A) one-twelfth of 0.05% and (B) the Aggregate
Assumed Asset Value as of the immediately preceding Determination Date over
(b)
the Available Pre-Funding Period Interest Deficiency Account Amount as of such
Payment Date, after giving effect to any withdrawals from the Pre-Funding Period
Interest Deficiency Account on such Payment Date and (ii)
$3,027,195.
“Required
Payment”
means,
with respect to any Payment Date, the sum of the amounts distributable on such
Payment Date described in paragraphs
(i)
through
(iv)
of
Section 2.9.
“Required
Pre-Funding Period Interest Deficiency Account Amount”
means,
for any Payment Date, an amount equal to the lesser of (a) the Available
Pre-Funding Period Interest Deficiency Account Amount as of such Payment Date
(after giving effect to the withdrawal of the Pre-Funding Period Interest
Deficiency Amount on such Payment Date) and (b) the Maximum Pre-Funding Period
Interest Deficiency Account Amount for such Payment Date.
“Required
Six-Month DSCR”
means
(i) with respect to the fourth and fifth Determination Dates following the
Series 2007-1 Closing Date, 1.15 and (ii) with respect to each Determination
Date thereafter, 1.30.
“Restricted
Global Series 2007-1 Note”
is
defined in Section
4.2.
“Restricted
Period”
means
the period commencing on the Series 2007-1 Closing Date and ending on the 40th
day after the Series 2007-1 Closing Date.
“Rule
144A”
is
defined in Section
4.1.
“Series
Supplement”
is
defined in the preamble hereto.
“Series
2007-1 Accounts”
means
each of the Payment Account, the DSCR Deficiency Account, the Pre-Funding Period
Interest Deficiency Account and the Interest Reserve Account.
“Series
2007-1 Adjusted Monthly Interest”
means
(a) for the initial Payment Date, an amount equal to $1,819,545 and (b) for
any
other Payment Date, the sum of (i) an amount equal to the product of (1)
one-twelfth of the Series 2007-1 Note Rate and (2) the Outstanding Principal
Amount on the immediately preceding Payment Date and (ii) any amount described
in clause
(b)(i)
with
respect to a prior Payment Date that remains unpaid as of such Payment Date
(together with any accrued interest on such amount).
“Series
2007-1 Closing Date”
means
June 1, 2007.
“Series
2007-1 Collateral”
means
the Collateral, the Payment Account Collateral, the DSCR Deficiency Account
Collateral, the Pre-Funding Period Interest Deficiency Account Collateral and
the Interest Reserve Account Collateral.
“Series
2007-1 Collections”
means,
for each Payment Date, an amount equal to the sum of:
(a)
an
amount equal to (i) the Weekly Fleet Owner Payments deposited into the Box
Truck
Collection Account during the Related Monthly Period, plus
(ii) the
Monthly Fleet Owner Payment deposited into the Box Truck Collection Account
on
the Monthly Fleet Owner Payment Date immediately preceding such Payment Date,
minus
(iii)
the Monthly Fleet Manager Excess Amount, if any, as of the Monthly Fleet Owner
Payment Date immediately preceding such Payment Date, plus
(iv)
based on the Monthly Noteholders’ Statement as of the immediately preceding
Determination Date with respect to the Series 2007-1 Notes, the Monthly Advance,
if any, deposited into the Box Truck Collection Account on such Payment Date,
plus
(v) any
Disposition Proceeds deposited into the Box Truck Collection Account during
the
Related Monthly Period, plus
(vi) any
other Collections deposited into the Box Truck Collection Account during the
Related Monthly Period;
(b)
the
Pre-Funding Period Interest Deficiency Amount for such Payment Date;
and
(c)
the
Investment Income during the Related Monthly Period.
“Series
2007-1 Contingent Additional Interest Note Rate”
means,
for any Payment Date occurring on or after the Series 2007-1 Expected Final
Payment Date, a rate per annum equal to the greater of (i) 0.25% and (ii) the
excess, if any, of (x) the sum of (1) the four-year Swap Rate as of the
Determination Date immediately preceding the Series 2007-1 Expected Final
Payment Date, (2) 0.36% and (3) 0.25% over (y) the Series 2007-1 Note
Rate.
“Series
2007-1 Contingent Additional Monthly Interest”
means,
for any Payment Date occurring after the Series 2007-1 Expected Final Payment
Date, an amount equal to the product of (A) the Aggregate Note Balance on the
immediately preceding Payment Date, after giving effect to any principal
payments made on such date, and (B) one-twelfth of the Series 2007-1 Contingent
Additional Interest Note Rate for the immediately preceding Payment
Date.
“Series
2007-1 Expected Final Payment Date”
means
the February 2014 Payment Date.
“Series
2007-1 Legal Final Maturity Date”
means
the February 2020 Payment Date; provided,
however,
that if
Potential Rapid Amortization Event occurs pursuant to subsection
(a)
of
Article
III
but the
Rapid Amortization Event is waived by the Controlling Party, the Series 2007-1
Legal Final Maturity Date shall be the February 2016 Payment Date.
“Series
2007-1 Monthly Interest”
means,
for (i) the initial Payment Date, $1,819,545, and (ii) any other Payment Date,
an amount equal to the product of (A) the Aggregate Note Balance on the
immediately preceding Payment Date, after giving effect to any principal
payments made on such date, and (B) one-twelfth of the Series 2007-1 Note
Rate.
“Series
2007-1 Note Owner”
means
each Note Owner with respect to a Series 2007-1 Note.
“Series
2007-1 Note Rate”
means
5.559% per annum.
“Series
2007-1 Noteholder”
means
the Person in whose name a Series 2007-1 Note is registered in the Note
Register.
“Series
2007-1 Notes”
means
any one of the Series 2007-1 5.559% Box Truck Asset Backed Notes, executed
by
each Issuer and authenticated by or on behalf of the Trustee, substantially
in
the form of Exhibit
A-1,
Exhibit
A-2
or
Exhibit
A-3.
“Series
2007-1 Rapid Amortization Period”
means
the period beginning at the close of business on the Business Day immediately
preceding the day on which a Rapid Amortization Event is deemed to have occurred
and ending upon the earlier to occur of (i) the date on which the Series 2007-1
Notes are fully paid and the Surety Provider has been paid all Surety Provider
Fees and all other Surety Provider Reimbursement Amounts then due and (ii)
the
termination of the Indenture.
“Series
2007-1 Record Date”
means,
with respect to any Payment Date, the last day of the Related Monthly
Period.
“Series
2007-1 Scheduled Amortization Period”
means
the period commencing on the Series 2007-1 Closing Date and continuing to the
earliest of (i) the commencement of the Series 2007-1 Rapid Amortization
Period, (ii) the date on which the Series 2007-1 Notes are fully paid and the
Surety Provider has been paid all Surety Provider Fees and all other Surety
Provider Reimbursement Amounts then due and (iii) the termination of the
Indenture.
“Subsequent
Box Truck”
is
defined in Section
2.7(b)(iii).
“Subsequent
Funding Date”
means
any date during the Pre-Funding Period on which funds are released from the
Box
Truck Purchase Account in order to fund the acquisition of a Subsequent Box
Truck by a Box Truck SPV pursuant to Section
2.7.
“Surety
Bond”
means
the Note Guaranty Insurance Policy No. AB1083BE, dated the date hereof, issued
by the Surety Provider.
“Surety
Default”
means
(i) any continuing failure by the Surety Provider to pay upon a demand for
payment in accordance with the requirements of the Surety Bond within three
Business Days after due thereunder or (ii) the occurrence and continuance of
an
Event of Bankruptcy with respect to the Surety Provider.
“Surety
Provider”
means
Ambac Assurance Corporation, a Wisconsin-domiciled stock insurance
corporation.
“Surety
Provider Fee”
means,
as of any date of determination, the “Premium” as defined in the Insurance
Agreement plus,
without
duplication, any such “Premium” that is accrued and unpaid as of such
date.
“Surety
Provider Fee Letter”
means
the letter agreement dated as of the date hereof, among UHI, USF and the Surety
Provider in connection with the Insurance Agreement, as amended, supplemented
or
otherwise modified from time to time.
“Surety
Provider Reimbursement Amounts”
means,
as of any date of determination, the sum of (i) an amount equal to the aggregate
of any amounts due as of such date to the Surety Provider pursuant to the
Insurance Agreement in respect of unreimbursed draws under the Surety Bond,
including interest thereon determined in accordance with the Insurance
Agreement, and (ii) an amount equal to the aggregate of any other amounts
due as of such date to the Surety Provider pursuant to the Insurance Agreement
or the Surety Provider Fee Letter.
“Targeted
Partial Amortization Principal Payment”
means,
for any Payment Date, the excess of (a) the Aggregate Note Balance on such
Payment Date (after giving effect to any payments on the Series 2007-1 Notes
on
such Payment Date) over (b) the Discounted Partial Amortization Aggregate Asset
Amount as of the Determination Date with respect to such Payment
Date.
“Temporary
Global Series 2007-1 Note”
is
defined in Section
4.3.
“Total
Available Funds”
means,
for any Payment Date, an amount equal to the sum of (a) Available Funds for
such
Payment Date and (b) any amounts withdrawn from the Interest Reserve Account
and
deposited into the Box Truck Collection Account on such Payment Date pursuant
to
Section
2.8(a)
or
Section
2.8(b).
“Weighted
Average Prepayment Period”
means,
with respect to any Prepayment Date, a number of days equal to (a) the sum
of
the products obtained by multiplying, for each succeeding Payment Date up to
and
including the November 2013 Payment Date, (i) the amount of the principal
payment to be made on such Payment Date (calculated with respect to the Assumed
Asset Value Schedule, adjusted so that the Aggregate Note Balance outstanding
on
the November 2013 Payment Date is assumed to be fully repaid on such date)
by
(ii) the number of days from such Prepayment Date to such Payment Date
divided
by
(b) the
aggregate of the principal payments to be made on each succeeding Payment Date
up to and including the November 2013 Payment Date, adjusted so that the
Aggregate Note Balance outstanding on the November 2013 Payment Date is assumed
to be fully repaid on such date.
(c) Any
amounts calculated by reference to the Aggregate Note Balance on any date shall,
unless otherwise stated, be calculated after giving effect to any payment of
principal made to the Series 2007-1 Noteholders on such date.
ARTICLE
II
SERIES
2007-1 COLLECTIONS
With
respect to the Series 2007-1 Notes, the following shall apply:
Section
2.1 Interest
Reserve Account.
(a) Establishment
of the Interest Reserve Account.
The
Issuers shall establish and maintain, or cause to be established and maintained,
in the name of the Trustee for the benefit of the Series 2007-1 Noteholders
and
the Surety Provider, an account (the “Interest
Reserve Account”),
bearing a designation clearly indicating that the funds deposited therein are
held for the benefit of the Series 2007-1 Noteholders and the Surety Provider.
The Interest Reserve Account shall be an Eligible Deposit Account; provided
that, if
at any time such account is not an Eligible Deposit Account, then the Trustee
shall, within five (5) Business Days, notify the Issuers and the Surety Provider
and establish a new Interest Reserve Account that is an Eligible Deposit
Account. If the Trustee establishes a new Interest Reserve Account, it shall
transfer all cash and investments from the non-qualifying Interest Reserve
Account into the new Interest Reserve Account. Initially, the Interest Reserve
Account will be established with U.S. Bank National Association.
(b) Administration
of the Interest Reserve Account.
USF
shall instruct in writing the institution maintaining the Interest Reserve
Account to invest funds on deposit in the Interest Reserve Account from time
to
time in Permitted Investments (by standing instructions or otherwise);
provided,
however,
that
any such investment shall mature or be payable or redeemable upon demand not
later than the Business Day prior to the Payment Date following the date on
which such funds were received and such funds shall be available for withdrawal
on such Payment Date. USF shall not direct the Trustee to dispose of (or permit
the disposal of) any Permitted Investments prior to the maturity thereof to
the
extent such disposal would result in a loss of the purchase price of such
Permitted Investments. With respect to any Permitted Investments in which funds
on deposit in the Interest Reserve Account are invested pursuant to this
Section
2.1(b),
except
as otherwise provided hereunder or agreed to in writing among the parties
hereto, USF shall retain the authority to exercise each and every power or
right
with respect to each such Permitted Investment as individuals generally have
and
enjoy with respect to their own investments, including power to vote any
securities; provided
that
after the occurrence of an Event of Default, the Controlling Party shall have
such rights in accordance with the provisions of Article
9
of the
2007-1 Base Indenture. In the absence of written investment instructions
hereunder, funds on deposit in the Interest Reserve Account shall be invested
at
the written direction of the Controlling Party, or if the Controlling Party
gives no such direction, shall remain uninvested.
(c) Earnings
from the Interest Reserve Account.
All
interest and earnings (net of losses and investment expenses) paid on funds
on
deposit in the Interest Reserve Account shall be deemed to be on deposit therein
and available for distribution pursuant to Section
2.8.
(d) Interest
Reserve Account Constitutes Additional Collateral for Series 2007-1
Notes.
In
order to secure and provide for the repayment and payment of the Issuer
Obligations with respect to the Series 2007-1 Notes, each Issuer hereby grants
a
security interest in and assigns, pledges, grants, transfers and sets over
to
the Trustee, for the benefit of the Series 2007-1 Noteholders and the Surety
Provider, all of such Issuer’s right, title and interest in and to the following
(whether now or hereafter existing or acquired): (i) the Interest Reserve
Account, including any security entitlement thereto; (ii) all funds on deposit
therein from time to time; (iii) all certificates and instruments, if any,
representing or evidencing any or all of the Interest Reserve Account or the
funds on deposit therein from time to time; (iv) all investments made at
any time and from time to time with monies in the Interest Reserve Account,
whether constituting securities, instruments, general intangibles, investment
property, financial assets or other property; (v) all interest, dividends,
cash,
instruments and other property from time to time received, receivable or
otherwise distributed in respect of or in exchange for the Interest Reserve
Account, the funds on deposit therein from time to time or the investments
made
with such funds; and (vi) all proceeds of any and all of the foregoing,
including cash (the items in the foregoing clauses (i) through (vi) are referred
to, collectively, as the “Interest
Reserve Account Collateral”).
(e) Interest
Reserve Account Surplus.
In the
event that the Interest Reserve Account Surplus on any Payment Date, after
giving effect to all withdrawals from the Interest Reserve Account, is greater
than zero, the Administrator shall instruct the Trustee to, and the Trustee
shall, upon receipt of written instructions from the Administrator, withdraw
from the Interest Reserve Account an amount equal to the Interest Reserve
Account Surplus and shall pay such amount at the direction of the
Issuers.
(f) Termination
of the Interest Reserve Account.
Upon
the termination of the Indenture pursuant to Section
12.1
of the
2007-1 Base Indenture, after the prior payment of all amounts owing to any
Person and payable from the Interest Reserve Account as provided herein, the
Administrator shall instruct the Trustee to, and the Trustee shall, upon receipt
of written instructions from the Administrator, withdraw from the Interest
Reserve Account all amounts on deposit therein for payment at the direction
of
the Issuers.
Section
2.2 DSCR
Deficiency Account.
(a) Establishment
of the DSCR Deficiency Account.
The
Issuers shall establish and maintain, or cause to be established and maintained,
in the name of the Trustee for the benefit of the Series 2007-1 Noteholders
and
the Surety Provider, an account (the “DSCR
Deficiency Account”),
bearing a designation clearly indicating that the funds deposited therein are
held for the benefit of the Series 2007-1 Noteholders and the Surety Provider.
The DSCR Deficiency Account shall be an Eligible Deposit Account; provided
that, if
at any time such account is not an Eligible Deposit Account, then the Trustee
shall, within five (5) Business Days, notify the Issuers and the Surety Provider
and establish a new DSCR Deficiency Account that is an Eligible Deposit Account.
If the Trustee establishes a new DSCR Deficiency Account, it shall transfer
all
cash and investments from the non-qualifying DSCR Deficiency Account into the
new DSCR Deficiency Account. Initially, the DSCR Deficiency Account will be
established with U.S. Bank National Association.
(b) Administration
of the DSCR Deficiency Account.
USF
shall instruct in writing the institution maintaining the DSCR Deficiency
Account to invest funds on deposit in the DSCR Deficiency Account from time
to
time in Permitted Investments (by standing instruction or otherwise);
provided,
however,
that
any such investment shall mature or be payable or redeemable upon demand not
later than the Business Day prior to the Payment Date following the date on
which such funds were received and such funds shall be available for withdrawal
on such Payment Date. USF shall not direct the Trustee to dispose of (or permit
the disposal of) any Permitted Investments prior to the maturity thereof to
the
extent such disposal would result in a loss of the purchase price of such
Permitted Investments. With respect to any Permitted Investments in which funds
on deposit in the DSCR Deficiency Account are invested pursuant to this
Section
2.2(b),
except
as otherwise provided hereunder or agreed to in writing among the parties
hereto, USF shall retain the authority to exercise each and every power or
right
with respect to each such Permitted Investment as individuals generally have
and
enjoy with respect to their own investments, including power to vote any
securities; provided
that
after the occurrence of an Event of Default, the Controlling Party shall have
such rights in accordance with the provisions of Article
9
of the
2007-1 Base Indenture. In the absence of written investment instructions
hereunder, funds on deposit in the DSCR Deficiency Account shall be invested
at
the written direction of the Controlling Party, or if the Controlling Party
gives no such direction, shall remain uninvested.
(c) Earnings
from the DSCR Deficiency Account as Collections.
On each
Payment Date, the Administrator will instruct the Trustee in writing pursuant
to
the Administration Agreement to, and the Trustee shall, withdraw from the DSCR
Deficiency Account an amount equal to the Investment Income during the Related
Monthly Period attributable to the DSCR Deficiency Account and deposit such
amount in the Box Truck Collection Account and treat such amounts as part of
the
Series 2007-1 Collections for such Payment Date.
(d) DSCR
Deficiency Account Constitutes Additional Collateral for Series 2007-1
Notes.
In
order to secure and provide for the repayment and payment of the Issuer
Obligations with respect to the Series 2007-1 Notes, each Issuer hereby grants
a
security interest in and assigns, pledges, grants, transfers and sets over
to
the Trustee, for the benefit of the Series 2007-1 Noteholders and the Surety
Provider, all of such Issuer’s right, title and interest in and to the following
(whether now or hereafter existing or acquired): (i) the DSCR Deficiency
Account, including any security entitlement thereto; (ii) all funds on deposit
therein from time to time; (iii) all certificates and instruments, if any,
representing or evidencing any or all of the DSCR Deficiency Account or the
funds on deposit therein from time to time; (iv) all investments made at
any time and from time to time with monies in the DSCR Deficiency Account,
whether constituting securities, instruments, general intangibles, investment
property, financial assets or other property; (v) all interest, dividends,
cash,
instruments and other property from time to time received, receivable or
otherwise distributed in respect of or in exchange for the DSCR Deficiency
Account, the funds on deposit therein from time to time or the investments
made
with such funds; and (vi) all proceeds of any and all of the foregoing,
including cash (the items in the foregoing clauses (i) through (vi) are referred
to, collectively, as the “DSCR
Deficiency Account Collateral”).
(e) Withdrawals
from the DSCR Deficiency Account.
On the
first Payment Date after the occurrence of a Rapid Amortization Event (so long
as such Rapid Amortization Event is still continuing on such Payment Date),
the
Administrator shall instruct the Trustee to, and the Trustee shall, upon receipt
of written instructions from the Administrator, withdraw from the DSCR
Deficiency Account an amount equal to the Available DSCR Deficiency Account
Amount and deposit such amount in the Payment Account to be applied to pay
the
principal of the Series 2007-1 Notes pursuant to Section
2.11.
On each
Payment Date during the Series 2007-1 Scheduled Amortization Period, the
Administrator shall instruct the Trustee to, and the Trustee shall, upon receipt
of written instructions from the Administrator, withdraw from the DSCR
Deficiency Account and pay to the order of the Issuers an amount equal to the
excess of (x) the Available DSCR Deficiency Account Amount for such Payment
Date
over (y) the Targeted Partial Amortization Principal Payment, if any, for such
Payment Date. So long as no Rapid Amortization Event has occurred and is
continuing, on the ninth Payment Date during the continuance of a DSCR
Deficiency Event, the Administrator shall instruct the Trustee to, and the
Trustee shall, upon receipt of written instructions from the Administrator,
withdraw from the DSCR Deficiency Account an amount equal to the Available
DSCR
Deficiency Account Amount for such Payment Date, and deposit such amount in
the
Payment Account to be applied to pay the principal of the Series 2007-1 Notes
pursuant to Section
2.11
(such
deposit, the “Initial
Partial Amortization Payment”).
Subject to the foregoing, if on any Determination Date after the occurrence
of a
DSCR Deficiency Event such DSCR Deficiency Event no longer exists, on the
Related Payment Date the Administrator shall instruct the Trustee to, and the
Trustee shall, upon receipt of written instructions from the Administrator,
withdraw from the DSCR Deficiency Account an amount equal to the Available
DSCR
Deficiency Account Amount for such Payment Date for payment at the direction
of
the Issuers.
(f) Termination
of the DSCR Deficiency Account.
Upon
the termination of the Indenture pursuant to Section
12.1
of the
2007-1 Base Indenture, after the prior payment of all amounts owing to any
Person and payable from the DSCR Deficiency Account as provided herein, the
Administrator shall instruct the Trustee to, and the Trustee shall, upon receipt
of written instructions from the Administrator, withdraw from the DSCR
Deficiency Account all amounts on deposit therein for payment at the direction
of the Issuers.
Section
2.3 Pre-Funding
Period Interest Deficiency Account.
(a) Establishment
of the Pre-Funding Period Interest Deficiency Account.
The
Issuers shall establish and maintain, or cause to be established and maintained,
in the name of the Trustee for the benefit of the Series 2007-1 Noteholders
and
the Surety Provider, an account (the “Pre-Funding
Period Interest Deficiency Account”),
bearing a designation clearly indicating that the funds deposited therein are
held for the benefit of the Series 2007-1 Noteholders and the Surety Provider.
The Pre-Funding Period Interest Deficiency Account shall be an Eligible Deposit
Account; provided
that, if
at any time such account is not an Eligible Deposit Account, then the Trustee
shall, within five (5) Business Days, notify the Issuers and the Surety Provider
and establish a new Pre-Funding Period Interest Deficiency Account that is
an
Eligible Deposit Account. If the Trustee establishes a new Pre-Funding Period
Interest Deficiency Account, it shall transfer all cash and investments from
the
non-qualifying Pre-Funding Period Interest Deficiency Account into the new
Pre-Funding Period Interest Deficiency Account. Initially, the Pre-Funding
Period Interest Deficiency Account will be established with U.S. Bank National
Association.
(b) Administration
of the Pre-Funding Period Interest Deficiency Account.
USF
shall instruct in writing the institution maintaining the Pre-Funding Period
Interest Deficiency Account to invest funds on deposit in the Pre-Funding Period
Interest Deficiency Account from time to time in Permitted Investments (by
standing instructions or otherwise); provided,
however,
that
any such investment shall mature or be payable or redeemable upon demand not
later than the Business Day prior to the Payment Date following the date on
which such funds were received and such funds shall be available for withdrawal
on such Payment Date. USF shall not direct the Trustee to dispose of (or permit
the disposal of) any Permitted Investments prior to the maturity thereof to
the
extent such disposal would result in a loss of the purchase price of such
Permitted Investments. With respect to any Permitted Investments in which funds
on deposit in the Pre-Funding Period Interest Deficiency Account are invested
pursuant to this Section
2.3(b),
except
as otherwise provided hereunder or agreed to in writing among the parties
hereto, USF shall retain the authority to exercise each and every power or
right
with respect to each such Permitted Investment as individuals generally have
and
enjoy with respect to their own investments, including power to vote any
securities; provided
that
after the occurrence of an Event of Default, the Controlling Party shall have
such rights in accordance with the provisions of Article
9
of the
2007-1 Base Indenture. In the absence of written investment instructions
hereunder, funds on deposit in the Pre-Funding Period Interest Deficiency
Account shall be invested at the written direction of the Controlling Party,
or
if the Controlling Party gives no such direction, shall remain
uninvested.
(c) Earnings
from the Pre-Funding Period Interest Deficiency Account.
All
interest and earnings (net of losses and investment expenses) paid on funds
on
deposit in the Pre-Funding Period Interest Deficiency Account shall be deemed
to
be on deposit therein and available for distribution.
(d) Pre-Funding
Period Interest Deficiency Account Constitutes Additional Collateral for Series
2007-1 Notes.
In
order to secure and provide for the repayment and payment of the Issuer
Obligations with respect to the Series 2007-1 Notes, each Issuer hereby grants
a
security interest in and assigns, pledges, grants, transfers and sets over
to
the Trustee, for the benefit of the Series 2007-1 Noteholders and the Surety
Provider, all of such Issuer’s right, title and interest in and to the following
(whether now or hereafter existing or acquired): (i) the Pre-Funding Period
Interest Deficiency Account, including any security entitlement thereto; (ii)
all funds on deposit therein from time to time; (iii) all certificates and
instruments, if any, representing or evidencing any or all of the Pre-Funding
Period Interest Deficiency Account or the funds on deposit therein from time
to
time; (iv) all investments made at any time and from time to time with
monies in the Pre-Funding Period Interest Deficiency Account, whether
constituting securities, instruments, general intangibles, investment property,
financial assets or other property; (v) all interest, dividends, cash,
instruments and other property from time to time received, receivable or
otherwise distributed in respect of or in exchange for the Pre-Funding Period
Interest Deficiency Account, the funds on deposit therein from time to time
or
the investments made with such funds; and (vi) all proceeds of any and all
of
the foregoing, including cash (the items in the foregoing clauses (i) through
(vi) are referred to, collectively, as the “Pre-Funding
Period Interest Deficiency Account Collateral”).
(e) Withdrawals
from the Pre-Funding Period Interest Deficiency Account.
On each
Payment Date during the Pre-Funding Period, including the Payment Date on which
the
(f) Termination
of the Pre-Funding Period Interest Deficiency Account.
Upon
the termination of the Indenture pursuant to Section
12.1
of the
2007-1 Base Indenture, after the prior payment of all amounts owing to any
Person and payable from the Pre-Funding Period Interest Deficiency Account
as
provided herein, the Administrator shall instruct the Trustee to, and the
Trustee shall, upon receipt of written instructions from the Administrator,
withdraw from the Pre-Funding Period Interest Deficiency Account all amounts
on
deposit therein for payment at the direction of the Issuers. Upon the earlier
of
(i) the end of the Pre-Funding Period and (ii) the termination of the Indenture
pursuant to Section
12.1
of the
2007-1 Base Indenture and, in each case, the payment of all funds on deposit
in
the Pre-Funding Period Interest Deficiency Account pursuant to the terms hereof,
the Trustee shall terminate the Pre-Funding Period Interest Deficiency
Account.
Section
2.4 Payment
Account.
(a) Establishment
of the Payment Account.
The
Issuers shall establish and maintain, or cause to be established and maintained,
in the name of the Trustee for the benefit of the Series 2007-1 Noteholders
and
the Surety Provider, an account (the “Payment
Account”),
bearing a designation clearly indicating that the funds deposited therein are
held for the benefit of the Series 2007-1 Noteholders and the Surety Provider.
The Payment Account shall be an Eligible Deposit Account; provided
that, if
at any time such account is not an Eligible Deposit Account, then the Trustee
shall, within five (5) Business Days, notify the Issuers and the Surety Provider
and establish a new Payment Account that is an Eligible Deposit Account. If
the
Trustee establishes a new Payment Account, it shall transfer all cash and
investments from the non-qualifying Payment Account into the new
(b) Payment
Account Constitutes Additional Collateral for Series 2007-1
Notes.
In
order to secure and provide for the repayment and payment of the Issuer
Obligations with respect to the Series 2007-1 Notes, each Issuer hereby grants
a
security interest in and assigns, pledges, grants, transfers and sets over
to
the Trustee, for the benefit of the Series 2007-1 Noteholders and the Surety
Provider, all of such Issuer’s right, title and interest in and to the following
(whether now or hereafter existing or acquired): (i) the Payment Account,
including any security entitlement thereto; (ii) all funds on deposit therein
from time to time; (iii) all certificates and instruments, if any, representing
or evidencing any or all of the Payment Account or the funds on deposit therein
from time to time; (iv) all investments made at any time and from time to time
with monies in the Payment Account, whether constituting securities,
instruments, general intangibles, investment property, financial assets or
other
property; (v) all interest, dividends, cash, instruments and other property
from
time to time received, receivable or otherwise distributed in respect of or
in
exchange for the Payment Account, the funds on deposit therein from time to
time
or the investments made with such funds; and (vi) all proceeds of any and all
of
the foregoing, including, without limitation, cash (the items in the foregoing
clauses (i) through (vi) are referred to, collectively, as the “Payment
Account Collateral”).
(c) Termination
of the Payment Account.
Upon
the termination of the Indenture pursuant to Section
12.1
of the
2007-1 Base Indenture, after the prior payment of all amounts owing to any
Person and payable from the Payment Account as provided herein, the
Administrator shall instruct the Trustee to, and the Trustee shall, upon receipt
of written instructions from the Administrator, withdraw from the Payment
Account all amounts on deposit therein for payment at the direction of the
Issuers.
Section
2.5 Investment
of Funds in the Box Truck Collection Account and the Box Truck Purchase
Account.
USF
shall instruct the institutions maintaining the Box Truck Collection Account
and
the Box Truck Purchase Account in writing to invest funds on deposit therein
at
all times in Permitted Investments selected by USF (by standing instructions
or
otherwise). Amounts on deposit and available for investment in the Box Truck
Purchase Account shall be invested by the Trustee at the written direction
of
USF in Permitted Investments that mature, or that are payable or redeemable
upon
demand of the holder thereof on or prior to the next Business Day. Amounts
on
deposit and available for investment in the Box Truck Collection Account shall
be invested by the Trustee at the written direction of USF in Permitted
Investments that mature, or that are payable or redeemable upon demand of the
holder thereof, on or prior to the Business Day prior to the Payment Date
following the date on which such amounts were deposited into the Box Truck
Collection Account and such funds shall be available for withdrawal on such
Payment Date. On each Payment Date, all interest and other investment earnings
(net of losses and investment expenses) on funds on deposit in the Box Truck
Purchase Account shall be deposited in the Box Truck Collection Account and
treated as Series 2007-1 Collections for such Payment Date. USF shall not direct
the Trustee to dispose of (or permit the disposal of) any Permitted Investments
prior to the maturity thereof to the extent such disposal would result in a
loss
of principal of such Permitted Investments. With respect to any Permitted
Investments in which funds on deposit in the Box Truck Collection Account or
Box
Truck Purchase Account are invested pursuant to this Section
2.5,
except
as otherwise
Section
2.6 Deposits
to the Interest Reserve Account, Box Truck Collection Account, the Box Truck
Purchase Account and the Pre-Funding Period Interest Deficiency
Account.
(a)
On the
Series 2007-1 Closing Date, the Trustee shall deposit (i) $4,804,790 of the
net
proceeds from the sale of the Series 2007-1 Notes in the Interest Reserve
Account, (ii) an amount of the net proceeds from the sale of the Series 2007-1
Notes equal to the Initial Pre-Funding Period Interest Deficiency Account Amount
in the Pre-Funding Period Interest Deficiency Account and (iii) the remainder
of
the net proceeds from the sale of the Series 2007-1 Notes in the Box Truck
Purchase Account, to be paid in accordance with the following sentence and
the
terms of Section
2.7.
On the
Series 2007-1 Closing Date, $62,482,679.75 of the net proceeds from the sale
of
the Series 2007-1 Notes deposited into the Box Truck Purchase Account shall
be
paid to USF and used by USF, in accordance with the terms of the RTAC Sale
and
Contribution Agreement, to fund the acquisition of the Box Trucks set forth
on
Schedule
2.6(a),
each of
which Box Trucks shall be contributed by USF on the Series 2007-1 Closing Date
to a Box Truck SPV.
(b) On
each
Payment Date, the Administrator will direct the Trustee in writing pursuant
to
the Administration Agreement to, and the Trustee shall, deposit any amounts
paid
by any Permitted Note Issuance SPV pursuant to a Permitted Note Issuance SPV
Limited Guarantee in respect of the Series 2007-1 Notes in the Box Truck
Collection Account and treat such amounts as part of Available Funds for such
Payment Date.
Section
2.7 Box
Truck Purchase Account.
(a)
On the
Series 2007-1 Closing Date, the Initial Pre-Funded Amount will be deposited
into
the Box Truck Purchase Account pursuant to Section
2.6(a).
On each
Subsequent Funding Date in any Monthly Period, the Administrator shall instruct
the Trustee to, and the Trustee shall, upon receipt of written instructions
from
the Administrator, withdraw from the Box Truck Purchase Account an amount with
respect to each Box Truck being funded by a Box Truck SPV on such Subsequent
Funding Date equal to the product of (x) the Advance Rate for such Box Truck
as
of the immediately preceding Determination Date and (y) the Assumed Asset Value
of such Box Truck as of the Determination Date in such Monthly Period (or,
if
the In-Service Date for such Box Truck was in such Monthly Period, the
Capitalized Cost of such Box Truck), and shall pay such amount upon the order
of
such Box Truck SPVs upon satisfaction of the conditions set forth in
Section
2.7(b)
with
respect to such withdrawal.
(b) Amounts
may be withdrawn from the Box Truck Purchase Account to finance the acquisition
by one or more Box Truck SPVs of one or more Subsequent Box Trucks only upon
the
satisfaction of each of the following conditions precedent on or prior to the
related Subsequent Funding Date:
(i) the
Pre-Funding Period shall not have terminated;
(ii) each
of
the representations and warranties made by each Issuer pursuant to Article
7
of the
2007-1 Base Indenture shall be true and correct as of the related Subsequent
Funding Date with the same effect as if then made;
(iii) the
Administrator shall have delivered to the Trustee at least one Business Day
prior to such Subsequent Funding Date (with a copy to the Surety Provider)
a
schedule of the Box Trucks acquired by such Box Truck SPVs with the funds being
withdrawn on such Subsequent Funding Date (each such Box Truck, a “Subsequent
Box Truck”);
(iv) (x)
no
Rapid Amortization Event shall occur as a result of the purchase of such
Subsequent Box Truck and (y) no Potential Rapid Amortization Event shall exist
as of such Subsequent Funding Date or occur as a result of such withdrawal
and
the purchase of such Subsequent Box Truck;
(v) each
Subsequent Box Truck acquired with funds released on such Subsequent Funding
Date, upon its acquisition by a Box Truck SPV, shall be an Eligible Box Truck;
and
(vi) the
Administrator shall have delivered to the Trustee (with a copy to the Surety
Provider) an Officer’s Certificate of each Issuer confirming the satisfaction of
the conditions specified in this Section
2.7(b).
(c) If
the
Pre-Funded Amount has not been reduced to zero on or prior to the Payment Date
on which the Pre-Funding Period ends (or, if the Pre-Funding Period does not
end
on a Payment Date, on the first Payment Date following the end of the
Pre-Funding Period), the Administrator shall instruct the Trustee to, and the
Trustee shall, upon receipt of written instructions from the Administrator,
transfer from the Box Truck Purchase Account on such Payment Date any amount
then remaining in the Box Truck Purchase Account to the Payment Account to
be
applied to pay the principal of the Series 2007-1 Notes pursuant to Section
2.11.
For the
avoidance of doubt, no prepayment premium will be payable with respect to
principal amounts paid pursuant to this Section
2.7(c).
Section
2.8 Withdrawals
from the Interest Reserve Account; Demands on the Surety Bond; and Interest
Shortfall Amount.
(a) Withdrawals
from the Interest Reserve Account to Cover Deficiency.
If the
Administrator determines on or after any Determination Date that the Required
Payment on the Related Payment Date exceeds Available Funds for such Payment
Date (any such excess, a “Deficiency”),
the
Administrator shall notify the Trustee thereof in writing at or before 10:00
a.m., New York City time, on the Business Day immediately preceding such Payment
Date, and the Trustee shall, in accordance with such notice, by 11:00 a.m.,
New
York City time, on such Payment Date, withdraw from the Interest Reserve Account
and deposit in the Box Truck Collection Account an amount equal to the lesser
of
(x) such Deficiency and (y) the Available Interest Reserve Account Amount as
of
such Payment Date.
(b) Withdrawals
from the Interest Reserve Account On the Series 2007-1 Legal Final Maturity
Date.
If the
Administrator determines on or after the Determination Date immediately
preceding the Series 2007-1 Legal Final Maturity Date that the amount of
Available
(c) Demands
on the Surety Bond to Cover Deficiency.
If the
Administrator determines on or after any Determination Date that the amount
of
Total Available Funds for the Related Payment Date available on such Payment
Date to pay Series 2007-1 Monthly Interest for such Payment Date is less than
the Series 2007-1 Adjusted Monthly Interest for such Payment Date, the
Administrator shall notify the Trustee in writing thereof at or before 10:00
a.m., New York City time, on the third Business Day preceding such Payment
Date,
and the Trustee shall, in accordance with such notice, by 11:00 a.m., New York
City time, on the second Business Day preceding such Payment Date, make a demand
on the Surety Bond in an amount equal to such insufficiency in accordance with
the terms thereof and shall cause the proceeds thereof to be deposited in the
Payment Account to be applied solely for the payment of such Series 2007-1
Monthly Interest for such Payment Date.
(d) Demands
on the Surety Bond on the Series 2007-1 Legal Final Maturity
Date.
If the
Administrator determines on or after the Determination Date immediately
preceding the Series 2007-1 Legal Final Maturity Date that the amount of Total
Available Funds for the Series 2007-1 Legal Final Maturity Date available to
pay
the Aggregate Note Balance is less than the Outstanding Principal Amount, the
Administrator shall notify the Trustee in writing thereof at or before 10:00
a.m., New York City time, on the third Business Day preceding the Series 2007-1
Legal Final Maturity Date, and the Trustee shall, in accordance with such
notice, by 11:00 a.m., New York City time, on the second Business Day preceding
the Series 2007-1 Legal Final Maturity Date, make a demand on the Surety Bond
in
an amount equal to such insufficiency in accordance with the terms thereof
and
shall cause the proceeds thereof to be deposited in the Payment Account to
be
applied solely for the payment of the Outstanding Principal Amount.
(e) Interest
Shortfall Amount; Contingent Additional Interest Shortfall
Amount.
If the
Administrator determines on or after any Determination Date that the amount
of
Total Available Funds for the Related Payment Date available on such Payment
Date to pay Series 2007-1 Monthly Interest for such Payment Date is less than
Series 2007-1 Adjusted Monthly Interest for such Payment Date and the proceeds
of any draws on the Surety Bond pursuant to Section
2.8(c)
will be
insufficient to cover such deficiency (any such insufficiency, an “Interest
Shortfall Amount”),
payments of interest to the Series 2007-1 Noteholders will be reduced on a
pro rata
basis,
based on the amount of interest payable to each such Series 2007-1 Noteholder,
by the Interest Shortfall Amount, and an additional amount of interest
(“Additional
Interest”)
shall
accrue on the Interest Shortfall Amount for each Interest Period at the Series
2007-1 Note Rate. If the Administrator determines that the amount of Total
Available Funds for
Section
2.9 Monthly
Application of Total Available Funds.
On each
Payment Date, based solely on the information contained in the Monthly
Noteholders’ Statement as of the preceding Determination Date with respect to
Series 2007-1 Notes, the Trustee shall apply an amount equal to the Total
Available Funds for such Payment Date on deposit in the Box Truck Collection
Account on or prior to such Payment Date in the following order of
priority:
(i) to
the
Fleet Manager, an amount equal to the Monthly Advance Reimbursement Amount
for
such Payment Date (or, if the Fleet Manager has deferred payment of any or
all
of the Monthly Advance Reimbursement Amount for such Payment Date pursuant
to
Section
3.6(b)
of the
SPV Fleet Owner Agreement, an amount equal to the portion, if any, of the
Monthly Advance Reimbursement Amount for such Payment Date for which payment
has
not been so deferred);
(ii) to
(x)
the Administrator, an amount equal to the Monthly Administration Fee for the
immediately preceding Determination Date and (y) the Nominee Titleholder, an
amount equal to the Monthly Nominee Titleholder Fee for the immediately
preceding Determination Date;
(iii) to
the
Trustee, an amount equal to the Trustee Fee for such Payment Date plus
an
amount equal to the Capped Trustee’s Expenses as of such Payment Date;
(iv) to
the
Payment Account, an amount equal to the Series 2007-1 Monthly Interest for
such
Payment Date plus
the
amount of any unpaid Interest Shortfall Amount as of the preceding Payment
Date,
together with any Additional Interest on such Interest Shortfall Amount (such
amount, the “Monthly
Interest Payment”);
(v) to
the
Surety Provider, an amount equal to the Surety Provider Fee for the related
Interest Period;
(vi) to
the
Surety Provider, any indemnities payable to the Surety Provider on such Payment
Date pursuant to the Insurance Agreement; provided,
however,
that
the sum of all the amounts paid under this paragraph
(vi)
since
the Series 2007-1 Closing Date shall not exceed $500,000 in the
aggregate;
(vii) to
the
Surety Provider, any amounts due as of such date to the Surety Provider pursuant
to the Insurance Agreement in respect of unreimbursed draws under the Surety
Bond, including interest thereon determined in accordance with the Insurance
Agreement, in excess of the amount payable to the Surety Provider pursuant
to
paragraph
(vi)
above on
such Payment Date;
(viii) to
the
Interest Reserve Account, an amount equal to the lesser of (1) the Cumulative
Interest Reserve Account Withdrawal Amount as of such Payment Date and (2)
the
excess of (x) the Required Interest Reserve Account Amount as of such Payment
Date over (y) the Available Interest Reserve Account Amount on such Payment
Date;
(ix) on
any
Payment Date prior to the occurrence of a Rapid Amortization Event, to the
Payment Account, an amount equal to the lesser of (x) the Aggregate Note Balance
on such Payment Date and (y) the Targeted Principal Payment for such Payment
Date;
(x) to
the
Interest Reserve Account, an amount equal to the excess of (x) the Required
Interest Reserve Account Amount as of such Payment Date over (y) the Available
Interest Reserve Account Amount on such Payment Date, after giving effect to
any
amounts deposited pursuant to paragraph
(viii)
above;
(xi) (1)
prior
to the occurrence of a Rapid Amortization Event, (a) on each of the first nine
Payment Dates following the occurrence and during the continuance of a DSCR
Deficiency Event, to the DSCR Deficiency Account, an amount equal to the lesser
of (x) the excess of (A) the Targeted Partial Amortization Principal Payment,
if
any, for such Payment Date over (B) the Available DSCR Deficiency Account Amount
on such Payment Date (without giving effect to any deposits thereto on such
Payment Date) and (y) 50% of the remaining Total Available Funds for such
Payment Date after application thereof pursuant to paragraphs
(i)
through
(x)
above,
and (b) on the tenth Payment Date following the occurrence and during the
continuance of a DSCR Deficiency Event and on each Payment Date thereafter
during the continuance of such DSCR Deficiency Event, to the Payment Account,
an
amount equal to the lesser of (x) the Targeted Partial Amortization Principal
Payment, if any, for such Payment Date and (y) 50% of the remaining Total
Available Funds for such Payment Date after application thereof pursuant to
paragraphs
(i)
through
(x)
above
(such lesser amount, a “Partial
Amortization Carryover Payment”)
and
(2) on any Payment Date after the occurrence and during the continuance of
a
Rapid Amortization Event, to the Payment Account, an amount equal to the lesser
of (x) the Aggregate Note Balance on such Payment Date and (y) the remaining
Total Available Funds for such Payment Date after application thereof pursuant
to paragraphs
(i)
through
(viii)
and
(x)
above;
(xii) to
the
Surety Provider, an amount equal to the excess of (x) the amount of any
indemnities payable to the Surety Provider on such Payment Date pursuant to
the
Insurance Agreement over (y) the amount paid to the Surety Provider pursuant
to
paragraph
(vi)
above on
such Payment Date;
(xiii) (1)
on
each Payment Date during the Series 2007-1 Scheduled Amortization Period, to
the
Payment Account, an amount equal to the Mandatory Prepayment Premium with
respect to the Mandatory Prepayment Amount Subject to Premium, if any, on such
Payment Date and (2) on each Payment Date after the Series 2007-1 Expected
Final
Payment Date, to the Payment Account, and amount equal to the Series 2007-1
Contingent Additional Monthly Interest for such Payment Date plus
the
amount of any unpaid Contingent Additional Interest Shortfall Amount as of
the
(xiv) to
the
Trustee, an amount equal to the excess of (x) the fees, expenses and indemnities
(other than the Trustee Fee) owing to the Trustee under the Indenture on such
Payment Date over (y) the Capped Trustee’s Expenses as of such Payment Date;
(xv) to
any
Permitted Note Issuance Trustee, any amounts owing by any Box Truck SPV to
such
Permitted Note Issuance Trustee under any Box Truck SPV Permitted Note Limited
Guarantee to which such Box Truck SPV is a party; and
(xvi) at
the
direction of the Issuers, an amount equal to the remaining Total Available
Funds
for such Payment Date.
Section
2.10 Payment
of Monthly Interest Payment, Monthly Contingent Additional Interest Payment
and
Premium.
(a) On
each Payment Date, based solely on the information contained in the Monthly
Noteholders’ Statement as of the preceding Determination Date with respect to
the Series 2007-1 Notes, the Trustee shall, in accordance with Section
6.1
of the
2007-1 Base Indenture, distribute pro rata
to each
Series 2007-1 Noteholder, from the Payment Account (i) the Monthly Interest
Payment to the extent of the amount deposited in the Payment Account for the
payment of interest pursuant to Section
2.8(c)
and
Section
2.9(iv)
and (ii)
the Monthly Contingent Additional Interest Payment to the extent of the amount
deposited in the Payment Account pursuant to clause
(2)
of
paragraph
(xiii)
of
Section
2.9.
(b) On
each
Prepayment Date, based solely on the information contained in the Monthly
Noteholders’ Statement as of the preceding Determination Date with respect to
the Series 2007-1 Notes, the Trustee shall, in accordance with Section
6.1
of the
2007-1 Base Indenture, distribute pro rata
to each
Series 2007-1 Noteholder, from the Payment Account (i) the Mandatory Prepayment
Premium to the extent of the sum of (x) the amount, if any, deposited in the
Payment Account pursuant to paragraph
(xiii)
of
Section
2.9
and (y)
any Mandatory Prepayment Premium Equity Contribution for such Payment Date
and
(ii) the Optional Prepayment Premium to the extent of the amount thereof, if
any, deposited in the Payment Account pursuant to Section
5.1.
Section
2.11 Payment
of Note Principal.
(a)
The
principal amount of the Series 2007-1 Notes shall be due and payable on the
Series 2007-1 Legal Final Maturity Date.
(b) On
each
Payment Date, based solely on the information contained in the Monthly
Noteholders’ Statement as of the preceding Determination Date with respect to
Series 2007-1 Notes, the Trustee shall, in accordance with Section
6.1
of the
2007-1 Base Indenture, distribute, pro rata
to each
Series 2007-1 Noteholder from the Payment Account the amount, if any, deposited
therein pursuant to Section
2.2(e),
Section
2.7(c),
Section
2.8(d), paragraph
(ix)
of
Section
2.9,
clause
(1)(b)
and
clause
(2)
of
paragraph
(xi)
of
Section
2.9,
and
Section
5.1
in order
to pay the Aggregate Note Balance.
(c) The
Trustee shall notify the Person in whose name a Series 2007-1 Note is registered
at the close of business on the Series 2007-1 Record Date preceding the Payment
Date on which the Issuers expect that the final installment of principal of
and
interest on such Series
Section
2.12 Administrator’s
Failure to Instruct the Trustee to Make a Deposit or Payment.
(a)
The
Issuers shall, pursuant to Section
2.5
of the
Administration Agreement, request the Administrator to perform each duty
required to be performed by the Administrator hereunder, including making each
determination required pursuant to Section
2.8.
If the
Administrator or any Issuer fails to give notice or instructions to make any
payment from or deposit into the Box Truck Collection Account or any other
Series Account required to be given by the Administrator or such Issuer, at
the
time specified in the Indenture, the Administration Agreement or any other
Related Document (including applicable grace periods), the Trustee shall make
such payment or deposit into or from the Box Truck Collection Account or such
other Series Account without such notice or instruction from the Administrator
or such Issuer; provided
that the
Administrator or such Issuer, upon request of the Trustee, promptly provides
the
Trustee with all information necessary to allow the Trustee to make such a
payment or deposit. When any payment or deposit hereunder or under any other
Related Document is required to be made by the Trustee or the Paying Agent
at or
prior to a specified time, the Administrator or an Issuer shall deliver any
applicable written instructions with respect thereto reasonably in advance
of
such specified time.
(b) The
Controlling Party is hereby authorized (but shall not be obligated) to deliver
any information or instructions contemplated in this Section
2.12
that are
not timely delivered by or on behalf of the Administrator or any
Issuer.
Section
2.13 Trustee
as Securities Intermediary (a)
The
Trustee or other Person holding a Series 2007-1 Account shall be the “Securities
Intermediary”. If the Securities Intermediary in respect of any Series 2007-1
Account is not the Trustee, the Issuers shall obtain the express agreement
of
such Person to the obligations of the Securities Intermediary set forth in
this
Section
2.13.
(b)
The
Securities Intermediary agrees that:
(i) The
Series 2007-1 Accounts are accounts to which “financial assets” within the
meaning of Section 8-102(a)(9) of the New York UCC (“Financial
Assets”)
will
be credited;
(ii) All
securities or other property underlying any Financial Assets credited to any
Series 2007-1 Account shall be registered in the name of
the
Securities
Intermediary, indorsed to the Securities Intermediary or in blank or credited
to
another securities account maintained in the name of the Securities
Intermediary
and in no case
will any Financial Asset credited to any Series 2007-1 Account be registered
in
the name of any Issuer, payable to the order of any Issue
or
specially endorsed to any Issuer;
(iii) All
property delivered to the Securities Intermediary pursuant to this Series
Supplement will be promptly credited to the appropriate Series 2007-1
Account;
(iv) Each
item
of property (whether investment property, security, instrument or cash) credited
to a Series 2007-1 Account shall be treated as a Financial Asset;
(v) If
at any
time the Securities Intermediary shall receive any entitlement order from the
Trustee directing transfer or redemption of any Financial Asset relating to
the
Series 2007-1 Accounts, the Securities Intermediary shall comply with such
entitlement order without further consent by any Issuer or the
Administrator;
(vi) The
Series 2007-1 Accounts shall be governed by the laws of the State of New York,
regardless of any provision of any other agreement. For purposes of all
applicable UCCs, New York shall be deemed to the Securities Intermediary’s
jurisdiction and the Series 2007-1 Accounts (as well as the “securities
entitlements” (as defined in Section 8-102(a)(17) of the New York UCC) related
thereto) shall be governed by the laws of the State of New York;
(vii) The
Securities Intermediary has not entered into, and until termination of this
Series Supplement, will not enter into, any agreement with any other Person
relating to the Series 2007-1 Accounts and/or any Financial Assets credited
thereto pursuant to which it has agreed to comply with entitlement orders (as
defined in Section 8-102(a)(8) of the New York UCC) of such other Person and
the
Securities Intermediary has not entered into, and until the termination of
this
Series Supplement will not enter into, any agreement with any Issuer purporting
to limit or condition the obligation of the Securities Intermediary to comply
with entitlement orders as set forth in Section
2.13(b)(v);
and
(viii) Except
for the claims and interest of the Trustee and the Issuers in the Series 2007-1
Accounts, the Securities Intermediary knows of no claim to, or interest, in
the
Series 2007-1 Accounts or in any Financial Asset credited thereto. If the
Securities Intermediary has actual knowledge of the assertion by any other
person of any lien, encumbrance, or adverse claim (including any writ,
garnishment, judgment, warrant of attachment, execution or similar process)
against any Series 2007-1 Account or in any Financial Asset carried therein,
the
Securities Intermediary will promptly notify the Trustee, the Administrator
and
the Issuers thereof.
The
Trustee shall possess all right, title and interest in all funds on deposit
from
time to time in the Series 2007-1 Accounts and in all proceeds thereof, and
shall be the only person authorized to originate entitlement orders in respect
of the Series 2007-1 Accounts. So long as the Trustee is the Securities
Intermediary, it shall have the benefit of Section
11.11
of the
2007-1 Base Indenture in such capacity.
ARTICLE
III
RAPID
AMORTIZATION EVENTS
In
addition to the Rapid Amortization Events set forth in Section
10.1
of the
2007-1 Base Indenture, any of the following shall be a Rapid Amortization Event
and collectively shall constitute the Rapid Amortization Events set forth in
Section
10.1(g)
of the
2007-1 Base Indenture (without notice or other action on the part of any
Person):
(a) all
principal of and interest on the Series 2007-1 Notes is not paid in full on
or
before the Series 2007-1 Expected Final Payment Date; and
(b) the
occurrence of a Surety Default.
A
Rapid
Amortization Event with respect to the Series 2007-1 Notes described in
clause
(b)
above
will not be subject to waiver.
ARTICLE
IV
FORM
OF SERIES 2007-1 NOTES
Section
4.1 Initial
Issuance of Series 2007-1 Notes.
The
Series 2007-1 Notes are being offered and sold by the Issuers pursuant to a
Purchase Agreement, dated May 25, 2007, among the Issuers, UHI, Xxxxxx Brothers
Inc. and Xxxxxxx, Xxxxx, Xxxxxx, Xxxxxx & Xxxxx Incorporated. The Series
2007-1 Notes will be resold initially only to (1) qualified institutional buyers
(as defined in Rule 144A) (“Qualified
Institutional Buyers”)
in
reliance on Rule 144A under the Securities Act (“Rule
144A”)
and
(2) in the case of offers outside the United States, to Persons other than
U.S.
Persons (as defined in Regulation S of the Securities Act (“Regulation
S”))
in
accordance with Rule 903 of Regulation S.
Section
4.2 Restricted
Global Series 2007-1 Notes.
The
Series 2007-1 Notes offered and sold in their initial distribution in reliance
upon Rule 144A will be issued in book-entry form and represented by one or
more
permanent Global Notes in fully registered form without interest coupons (each,
a “Restricted
Global Series 2007-1 Note”),
substantially in the form set forth in Exhibit
A-1,
registered in the name of Cede & Co., as nominee of DTC, duly executed by
each Issuer and authenticated by the Trustee in the manner set forth in
Section
2.5
of the
2007-1 Base Indenture and deposited with the Trustee, as custodian of DTC.
The
aggregate initial principal amount of the Restricted Global Series 2007-1 Note
may from time to time be increased or decreased by adjustments made on the
records of the Trustee, as custodian for DTC, in connection with a corresponding
decrease or increase in the aggregate initial principal amount of the Temporary
Global Series 2007-1 Note or the Permanent Global Series 2007-1 Note,
as
Section
4.3 Temporary
Global Series 2007-1 Notes; Permanent Global Series 2007-1 Notes.
Series
2007-1 Notes offered and sold on the Series 2007-1 Closing Date in reliance
upon
Regulation S will be issued in the form of one or more temporary notes in
registered form without interest coupons (each, a “Temporary
Global Series 2007-1 Note”),
substantially in the form set forth in Exhibit
A-2,
registered in the name of Cede & Co., as nominee of DTC, duly executed by
each Issuer and authenticated by the Trustee in the manner set forth in
Section
2.5
of the
2007-1 Base Indenture and deposited on behalf of the purchasers of the Series
2007-1 Notes represented thereby with the Trustee, as custodian for DTC, and
registered in the name of a nominee of Cede & Co., as nominee of DTC, for
the account of Euroclear or Clearstream. After the termination of the Restricted
Period, interests in the Temporary Global Series 2007-1 Notes, as to which
the
Trustee has received from Euroclear or Clearstream, as the case may be, a
certificate substantially in the form of Exhibit
B
to the
effect that Euroclear or Clearstream, as applicable, has received a certificate
substantially in the form of Exhibit
C,
shall
be exchanged, in whole or in part, for interests in one or more permanent global
notes in registered form without interest coupons, substantially in the form
of
Exhibits
A-3,
as
hereinafter provided (the “Permanent
Global Series 2007-1 Notes”).
To
effect such exchange each Issuer shall execute and the Trustee shall
authenticate and deliver to the applicable Foreign Clearing Agency, for credit
to the respective accounts of the owners of the beneficial interests in the
Series 2007-1 Notes, a duly executed and authenticated Permanent Global Series
2007-1 Note, representing the principal amount of interests in the Temporary
Global Series 2007-1 Note initially exchanged for interests in the Permanent
Global Series 2007-1 Note. The aggregate principal amount of the Temporary
Global Series 2007-1 Note and the Permanent Global Series 2007-1 Note may from
time to time be increased or decreased by adjustments made on the Temporary
Global Series 2007-1 Note or the Permanent Global Series 2007-1 Note, as
applicable, or in the records of the Trustee, as custodian for DTC, as
hereinafter provided.
Section
4.4 Definitive
Notes.
No
Series 2007-1 Note Owner will receive a Definitive Note representing such Series
2007-1 Note Owner’s interest in the Series 2007-1 Notes other than in accordance
with Section
2.16
of the
2007-1 Base Indenture.
Section
4.5 Transfer
and Exchange.
(a) So
long
as a Series 2007-1 Note remains outstanding and is held by or on behalf of
a
Clearing Agency or a Foreign Clearing Agency, transfers of such Book-Entry
Note,
in whole or in part, or interests therein, shall only be made in accordance
with
this Section
4.5(a).
(i) Transfers
of Book-Entry Notes.
Subject
to clauses (iii) and (iv) of this Section
4.5(a),
transfers of a Book-Entry Note shall be limited to transfers of such Book-Entry
Note in whole, but not in part, to nominees of the applicable Clearing Agency
or
Foreign Clearing Agency or to a successor Clearing Agency or Foreign Clearing
Agency or such successor Clearing Agency’s or Foreign Clearing Agency’s
nominee.
(ii) Transfers
of Interests in Restricted Global Series 2007-1 Notes.
The
transfer by an owner of a beneficial interest in a Restricted Global Series
2007-1 Note to a Person who wishes to take delivery thereof in the form of
a
beneficial interest in the
(A) It
is a
Qualified Institutional Buyer and is acquiring the Series 2007-1 Notes for
its
own account or for an account with respect to which it exercises sole investment
discretion that is a Qualified Institutional Buyer;
(B) It
is
aware that the sale to it is being made in reliance on Rule 144A and
acknowledges that it has received such information regarding the Issuers as
such
transferee has requested pursuant to Rule 144A or has determined not to
request such information and that it is aware that the transferor is relying
upon its foregoing representations in order to claim the exemption from
registration provided by Rule 144A;
(C) It
understands that the Series 2007-1 Notes purchased by it will be offered, and
may be transferred, only in a transaction not involving any public offering
within the meaning of the Securities Act, and that, if in the future it decides
to resell, pledge or otherwise transfer any Series 2007-1 Notes, such Series
2007-1 Notes may be resold, pledged or transferred only (a) to a person who
the
seller reasonably believes is a Qualified Institutional Buyer that purchases
for
its own account or for the account of a Qualified Institutional Buyer to whom
notice is given that the resale, pledge or transfer is being made in reliance
on
Rule 144A, (b) outside the United States to a non-U.S. Person (as such term
is
defined in Regulation S of the Securities Act) in a transaction in compliance
with Regulation S of the Securities Act, (c) pursuant to an effective
registration statement under the Securities Act or (d) in reliance on another
exemption under the Securities Act, in each case in accordance with any
applicable securities laws of any state of the United States; and
(D) It
understands that the Series 2007-1 Notes will bear a legend substantially as
set
forth in Section
4.6(a)(i).
(iii) Transfer
of Interests in Restricted Global Series 2007-1 Note to Temporary Global Series
2007-1 Note Prior to the Exchange Date.
If an
owner of a beneficial interest in the Restricted Global Series 2007-1 Note
wishes at any time to exchange its interest in such Restricted Global Series
2007-1 Note for an interest in the Temporary Global Series 2007-1 Note, or
to
transfer such interest to a Person who wishes to take delivery thereof in the
form of a beneficial interest in the Temporary Global Series 2007-1 Note, such
owner may, subject to the rules and procedures of DTC, Euroclear and Clearstream
(the “Applicable
Procedures”),
exchange or cause the exchange or transfer of such interest for an equivalent
beneficial interest in the Temporary Global Series 2007-1 Note in accordance
with the provisions of this Section
4.5(a)(iii).
Upon
receipt by the Registrar of (1) written instructions given in accordance with
the Applicable Procedures from a Clearing Agency Participant directing the
Registrar to credit or cause to be credited to a specified Clearing Agency
Participant’s account a beneficial interest in the Temporary Global Series
2007-1 Note in a principal amount equal to that of the beneficial interest
in
the Restricted Global Series 2007-1 Note
to
be
so exchanged or transferred, (2) a written order given in accordance with
the
Applicable Procedures containing information regarding the account of the
Clearing Agency
Participant (and the applicable Foreign Clearing Agency) to be credited with
such increase, and the account of the Clearing Agency Participant to be debited,
and (3) a
certificate in substantially the form of Exhibit
D-1
attached
hereto given by the owner of such beneficial interest in the Restricted Global
Series 2007-1 Note, the Registrar, if it is
not
U.S. Bank National Association, shall instruct U.S. Bank National Association,
custodian of DTC, to reduce the Restricted Global Series 2007-1 Note by the
aggregate
principal amount of the beneficial interest in the Restricted Global Series
2007-1 Note to be so exchanged or transferred and to increase the principal
amount of the Temporary
Global
Series 2007-1 Note by the aggregate principal amount of the beneficial interest
in the Restricted Global Series 2007-1 Note to be so exchanged or transferred,
and to credit
or
cause to be credited to the account of the Person specified in such instructions
(who shall be the Clearing Agency Participant of the applicable Foreign Clearing
Agency) a
beneficial interest in the Temporary Global Series 2007-1 Note equal to the
reduction in the principal amount of the Restricted Global Series 2007-1
Note.
(iv) Transfer
of Interests in Restricted Global Series 2007-1 Note to Permanent Global Series
2007-1 Note After the Restricted Period.
If,
after the Restricted Period, an owner of a beneficial interest in the Restricted
Global Series 2007-1 Note wishes at any time to exchange its interest in such
Restricted Global Series 2007-1 Note for an interest in the Permanent Global
Series 2007-1 Note, or to transfer its interest in such Restricted Global Series
2007-1 Note to a Person who wishes to take delivery thereof in the form of
an
interest in the Permanent Global Series 2007-1 Note, such owner may, subject
to
the Applicable Procedures, exchange or cause the exchange or transfer of such
interest for an equivalent beneficial interest in the Permanent Global Series
2007-1 Note in accordance with the provisions of this Section
4.5(a)(iv).
Upon
receipt by the Registrar of (1) written instructions given in accordance with
the Applicable Procedures from a Clearing Agency Participant directing the
Registrar to credit or cause to be credited to a specified Clearing Agency
Participant’s account a beneficial interest in the Permanent Global Series
2007-1 Note in a principal amount equal to that of the beneficial interest
in
the Restricted Global Series 2007-1 Note to be exchanged or transferred, (2)
a
written order given in accordance with the Applicable Procedures containing
information regarding the account of the Clearing Agency Participant (and the
applicable Foreign Clearing Agency) to be credited with, and the account of
the
Clearing Agency Participant to be debited for, such increase and (3) a
certificate in substantially the form of Exhibit
D-2
attached
hereto given by the owner of such beneficial interest in the Restricted Global
Series 2007-1 Note, the Registrar, if it is not U.S. Bank National Association,
shall instruct U.S. Bank National Association, as custodian of DTC, to reduce
the Restricted Global Series 2007-1 Note by the aggregate principal amount
of
the beneficial interest in the Restricted Global Series 2007-1 Note to be so
exchanged or transferred and to increase the principal amount of the Permanent
Global Series 2007-1 Note by the aggregate principal amount of the beneficial
interest in the Restricted Global Series 2007-1 Note to be so exchanged or
transferred, and to credit or cause to be credited to the account of the Person
specified in such instructions (which shall be the Clearing Agency Participant
for the Foreign Clearing Agency) a beneficial interest in the Permanent Global
Series 2007-1 Note equal to the reduction in the principal amount of the
Restricted Global Series 2007-1 Note.
(v) Transfer
of Interests in Temporary Global Series 2007-1 Note or Permanent Global Series
2007-1 Note to Restricted Global Series 2007-1 Note.
If an
owner of a beneficial interest in the Temporary Global Series 2007-1 Note or
the
Permanent Global Series 2007-1 Note wishes at any time to exchange its interest
in such Temporary Global Series 2007-1 Note or Permanent Global Series 2007-1
Note for an interest in the Restricted Global Series 2007-1 Note, or to transfer
its interest in such Temporary Global Series 2007-1 Note or Permanent Global
Series 2007-1 Note to a Person who wishes to take delivery thereof in the form
of an interest in the Restricted Global Series 2007-1 Note, such owner may,
subject to the Applicable Procedures, exchange or cause the exchange or transfer
of such interest for an equivalent beneficial interest in the Restricted Global
Series 2007-1 Note in accordance with the provisions of this Section
4.5(a)(v).
Upon
receipt by the Registrar of (1) written instructions given in accordance with
the Applicable Procedures from a Clearing Agency Participant directing the
Registrar to credit or cause to be credited a beneficial interest in the
Restricted Global Series 2007-1 Note equal to the beneficial interest in the
Temporary Global Series 2007-1 Note or Permanent Global Series 2007-1 Note,
as
the case may be, to be exchanged or transferred, (2) a written order given
in
accordance with the Applicable Procedures containing information regarding
the
account of the Clearing Agency Participant (and the applicable Foreign Clearing
Agency) to be credited with, and the account of the Clearing Agency Participant
to be debited for, such increase and (3) with respect to a transfer of a
beneficial interest in the Temporary Global Series 2007-1 Note, a certificate
substantially in the form of Exhibit
D-3
attached
hereto given by the owner of such beneficial interest in such Temporary Global
Series 2007-1 Note, the Registrar, if it is not U.S. Bank National Association,
shall instruct U.S. Bank National Association, as custodian of DTC, to reduce
the Temporary Global Series 2007-1 Note or the Permanent Global Series 2007-1
Note, as the case may be, by the aggregate principal amount of the beneficial
interest in the Temporary Global Series 2007-1 Note or Permanent Global Series
2007-1 Note to be exchanged or transferred, and to increase the principal amount
of the Restricted Global Series 2007-1 Note by the aggregate principal amount
of
the beneficial interest in the Temporary Global Series 2007-1 Note or Permanent
Global Series 2007-1 Note to be so exchanged or transferred, and to credit
or
cause to be credited to the account of the Person (which shall be a Clearing
Agency Participant) specified in such instructions a beneficial interest in
the
Restricted Global Series 2007-1 Note equal to the reduction in the principal
amount of the Temporary Global Series 2007-1 Note or the Permanent Global Series
2007-1 Note.
(b) In
the
event that a Global Note evidencing a Series 2007-1 Note or any portion thereof
is exchanged for Definitive Notes, such Series 2007-1 Notes may in turn be
exchanged (upon transfer or otherwise) for Definitive Notes or for a beneficial
interest in a Global Note (if any is then outstanding) only in accordance with
such procedures, which shall be substantially consistent with the provisions
of
Sections
4.5(a)
(including the certification requirement intended to ensure that transfers
and
exchanges of beneficial interests in the Series 2007-1 Notes comply with Rule
144A or Regulation S under the Securities Act, as the case may be) and any
applicable procedures, as may be adopted from time to time by the Issuers and
the Registrar.
(c) Until
the
termination of the Restricted Period, interests in the Temporary Global Series
2007-1 Notes may be held only through Clearing Agency Participants acting for
and on behalf of a Foreign Clearing Agency; provided,
that
this Section
4.5(c)
shall
not prohibit any transfer in accordance with Section
4.5(a).
After
the expiration of the Restricted Period, interests in the Permanent Global
Series 2007-1 Notes may be transferred without requiring any
certifications.
Section
4.6 Legending
of Notes.
(a)
The
Restricted Global Series 2007-1 Note, the Temporary Global Series 2007-1 Note
and the Permanent Global Series 2007-1 Note shall bear the following legends
to
the extent indicated:
(i) The
Restricted Global Series 2007-1 Note and the Permanent Global Series 2007-1
Note
shall bear the following legend:
“THIS
NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. THE HOLDER OF THIS NOTE BY
ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER THIS NOTE
ONLY
(A) TO U-HAUL S FLEET, LLC, 2007 TM-1, LLC, 2007 DC-1, LLC OR 2007 EL-1, LLC
(THE “ISSUERS’), (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED
EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE
ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE
144A”), TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER”
AS DEFINED IN RULE 144A (A “QIB”) THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE
ACCOUNT OF A QIB TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE
THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT
OR
(E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT, SUBJECT TO THE RIGHT OF THE ISSUERS, THE TRUSTEE AND
THE
TRANSFER AGENT, PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE
(E), TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR
OTHER INFORMATION SATISFACTORY TO THEM, IN EACH CASE IN ACCORDANCE WITH ANY
APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER
JURISDICTION. THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY
ANY PURCHASER FROM IT OF THE RESALE RESTRICTIONS SET FORTH ABOVE.”
(ii) The
Temporary Global Series 2007-1 Note shall bear the following
legend:
“THIS
NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”), OR ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR
OTHER JURISDICTION OF THE UNITED STATES. UNTIL 40 DAYS AFTER THE LATER OF THE
COMMENCEMENT OF THE OFFERING AND THE ORIGINAL ISSUE DATE OF
THE
NOTES
(THE “RESTRICTED PERIOD”) IN CONNECTION WITH THE OFFERING OF THE NOTES IN THE
UNITED STATES AND OUTSIDE OF THE UNITED STATES, THE SALE, PLEDGE OR TRANSFER
OF
THIS NOTE IS SUBJECT TO CERTAIN CONDITIONS AND RESTRICTIONS. THE HOLDER HEREOF,
BY PURCHASING OR OTHERWISE ACQUIRING THIS NOTE, ACKNOWLEDGES THAT THIS NOTE
HAS
NOT BEEN REGISTERED UNDER THE SECURITIES ACT AND AGREES FOR THE BENEFIT OF
U-HAUL S FLEET, LLC, 2007 TM-1, LLC, 2007 DC-1, LLC AND 2007 EL-1, LLC (THE
“ISSUERS”) THAT THIS NOTE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE
LAWS
OF THE STATES, TERRITORIES AND POSSESSIONS OF THE UNITED STATES GOVERNING THE
OFFER AND SALE OF SECURITIES, AND PRIOR TO THE EXPIRATION OF THE RESTRICTED
PERIOD, ONLY (1) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S
UNDER THE SECURITIES ACT, (2) PURSUANT TO AND IN ACCORDANCE WITH RULE 144A
UNDER
THE SECURITIES ACT OR (3) TO ANY ISSUER.”
(iii) Each
of
the Global Notes evidencing the Series 2007-1 Notes shall bear the following
legends:
“THIS
NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED
TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY (“DTC”), A NEW
YORK CORPORATION, NEW YORK, NEW YORK 10004, OR A NOMINEE THEREOF. THIS NOTE
MAY
NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER
OF THIS NOTE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON
OTHER THAN DTC OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES
DESCRIBED IN THE INDENTURE.
UNLESS
THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO ANY ISSUER
OR
THE REGISTRAR, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC,
AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL BECAUSE THE
REGISTERED OWNER, CEDE & CO., HAS AN INTEREST HEREIN.”
(b) Upon
any
transfer, exchange or replacement of Series 2007-1 Notes bearing such legend,
or
if a request is made to remove such legend on a Series 2007-1 Note, the Series
2007-1 Notes so issued shall bear such legend, or such legend shall not be
removed, as the case may be, unless there is delivered to the Issuers and the
Trustee such satisfactory evidence, which may include an opinion of counsel,
as
may be reasonably required by the Issuers that neither such legend nor the
restrictions on transfer set forth therein are required to ensure that transfers
thereof comply with the provisions of Rule 144A, Rule 144 or Regulation S.
Upon
provision
of such satisfactory evidence, the Trustee, at the direction of the Issuers,
shall authenticate and deliver a Series 2007-1 Note that does not bear such
legend.
ARTICLE
V
GENERAL
Section
5.1 Optional
Prepayment .
In
addition to the principal payments made on the Series 2007-1 Notes with funds
available pursuant to paragraph
(ix)
of
Section
2.9
or
Section
2.2(e),
the
Issuers shall have the option to prepay the Series 2007-1 Notes in whole, or
from time to time in part, on any Payment Date during the Series 2007-1
Scheduled Amortization Period with funds available pursuant to paragraph
(xvi)
of
Section
2.9
or other
funds (other than Collections); provided,
however,
that as
a condition precedent to any such optional prepayment, on or prior to any such
Prepayment Date the Issuers shall have paid (x) all Surety Provider Fees and
all
other Surety Provider Reimbursement Amounts due and unpaid as of such Prepayment
Date to the Surety Provider and (y) each other Issuer Obligation due and unpaid
as of such Prepayment Date to the applicable Person. The Issuers shall give
Trustee and the Surety Provider at least ten (10) Business Days’ prior written
notice of any Prepayment Date on which the Issuers intend to exercise such
option to prepay. The Optional Prepayment Premium with respect to the Optional
Prepayment Amount being paid on such Prepayment Date shall be due and payable
by
the Issuers on such Prepayment Date. Not later than 11:00 a.m., New York City
time, on the Business Day immediately preceding such Prepayment Date, the
Issuers shall deposit in the Payment Account an amount equal to the Optional
Prepayment Amount plus
the
Optional Prepayment Premium, if any, with respect thereto in immediately
available funds. The funds deposited into the Payment Account will be paid
by
the Trustee to the Series 2007-1 Noteholders on such Prepayment Date pursuant
to
Section
2.10(b)
and
Section
2.11(b).
Section
5.2 Optional
Prepayment of Permitted Notes.
USF
hereby agrees that, during the Series 2007-1 Rapid Amortization Period, it
shall
not, and shall not allow any Permitted Note Issuance SPV to, optionally prepay
any Permitted Notes (other than in connection with the disposition of any
collateral securing such Permitted Notes in accordance with the applicable
Permitted Note Issuance Related Documents) without the prior written consent
of
the Controlling Party.
Section
5.3 Information.
The
Issuers hereby agree to provide to the Trustee and the Surety Provider, on
each
Determination Date, a Monthly Noteholders’ Statement with respect to the Series
2007-1 Notes, substantially in the form of Exhibit
E,
setting
forth as of the last day of the Related Monthly Period and for such Monthly
Period the information set forth therein. The Trustee shall make each Monthly
Noteholders’ Statement available to the Series 2007-1 Noteholders on or prior to
each Payment Date via the Trustee’s internet website at xxx.xxxxxx.xxx\abs on a
password protected basis, and shall supply such password to each Series 2007-1
Noteholder of record as of the immediately preceding Series 2007-1 Record Date.
The Trustee shall be permitted to change the method by which it makes any
Monthly Noteholders’ Statement available to Series 2007-1 Noteholders so long as
such method is no more burdensome to any Series 2007-1 Noteholder; provided
that the
Trustee shall provide timely and adequate notification to the Series 2007-1
Noteholders of any such change.
Section
5.4 Exhibits.
The
following exhibits attached hereto supplement the exhibits included in the
Indenture.
|
Exhibit
A-1:
|
Form
of Restricted Global Series 2007-1 Note
|
|
Exhibit
A-2:
|
Form
of Temporary Global Series 2007-1 Note
|
|
Exhibit
A-3:
|
Form
of Permanent Global Series 2007-1 Note
|
|
Exhibit
B:
|
Form
of Clearing System Certificate
|
|
Exhibit
C:
|
Form
of Certificate of Beneficial Ownership
|
|
Exhibit
D-1:
|
Form
of Transfer Certificate for Exchange or Transfer from Restricted
Global
Series 2007-1 Note to Temporary Global Series 2007-1 Note
|
|
Exhibit
D-2:
|
Form
of Transfer Certificate for Exchange or Transfer from Restricted
Global
Series 2007-1 Note to Permanent Global Series 2007-1 Note
|
|
Exhibit
D-3:
|
Form
of Transfer Certificate for Exchange or Transfer from Temporary Global
Series 2007-1 Note to Restricted Global Series 2007-1 Note
|
|
Exhibit
E:
|
Form
of Monthly Noteholders’ Statement
|
Section
5.5 Ratification
of the 2007-1 Base Indenture.
As
supplemented by this Series Supplement, the 2007-1 Base Indenture is in all
respects ratified and confirmed and the 2007-1 Base Indenture as so supplemented
by this Series Supplement shall be read, taken, and construed as one and the
same instrument.
Section
5.6 Counterparts.
This
Series Supplement may be executed in any number of counterparts, each of which
so executed shall be deemed to be an original, but all of such counterparts
shall together constitute but one and the same instrument.
Section
5.7 Governing
Law.
THIS
SERIES SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
Section
5.8 Amendments.
This
Series Supplement may be modified or amended from time to time in accordance
with the terms of the 2007-1 Base Indenture.
Section
5.9 Discharge
of the Indenture.
Notwithstanding anything to the contrary contained in the 2007-1 Base Indenture,
no discharge of the Indenture pursuant to Section
12.1(b)
of the
2007-1 Base Indenture will be effective as to the Series 2007-1 Notes without
the consent of the Controlling Party.
Section
5.10 Notice
to the Surety Provider and the Rating Agencies.
The
Trustee shall, promptly upon receipt, provide to the Surety Provider and each
Rating Agency a copy of each notice, Opinion of Counsel, certificate or other
item delivered to, or required to be provided by, the Trustee pursuant to this
Series Supplement or any other Related Document. Each such Opinion of Counsel
shall be addressed to the Surety Provider and each Rating Agency, shall be
from
counsel reasonably acceptable to the Surety Provider (provided
that 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 Surety
Provider) and shall be in form and substance reasonably acceptable to the Surety
Provider. All such notices, opinions, certificates or other items delivered
to
the Surety Provider shall be forwarded to Ambac Assurance Corporation, Xxx
Xxxxx
Xxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx, 00000; Attention: Portfolio Risk Management
Group - Commercial ABS; telephone: (000) 000-0000; facsimile: (000)
000-0000.
Section
5.11 Surety
Provider Deemed Enhancement Provider and Secured Party.
So long
as no Surety Default has occurred and is continuing, the Surety Provider shall
constitute an “Enhancement Provider” with respect to the Series 2007-1 Notes for
all purposes under the Indenture and the other Related Documents. Furthermore,
the Surety Provider shall be deemed to be a “Secured Party” under the 2007-1
Base Indenture and the Related Documents to the extent of amounts payable to
the
Surety Provider pursuant to this Series Supplement and the Insurance Agreement
shall constitute an “Enhancement Agreement” with respect to the
Series 2007-1 Notes for all purposes under the Indenture and the Related
Documents. Each Noteholder, by their acceptance of the Series 2007-1 Notes,
acknowledges that as partial consideration of the issuance of the Surety Bond
and pursuant to the terms of the Indenture, the Surety Provider shall have
certain rights hereunder, including as all rights as Controlling Party so long
as no Surety Default has occurred and is continuing.
Section
5.12 Third
Party Beneficiary.
The
Surety Provider is an express third-party beneficiary of the Indenture and
shall
be entitled to enforce the obligations of the parties hereunder.
Section
5.13 Effect
of Payments by the Surety Provider.
(a)
Anything
herein to the contrary notwithstanding, any distribution of principal of or
interest on the Series 2007-1 Notes that is made with moneys received
pursuant to the terms of the Surety Bond shall not be considered payment of
the
Series 2007-1 Notes by the Issuers. The Trustee acknowledges that, without
the need for any further action on the part of the Surety Provider, (i) to
the extent the Surety Provider makes payments, directly or indirectly, on
account of principal of or interest on the Series 2007-1 Notes to the
Trustee for the benefit of the Series 2007-1 Noteholders or to the
Series 2007-1 Noteholders (including any Preference Amounts as defined in
the Surety Bond),
(b) Without
limiting any rights of the Surety Provider under the Surety Bond or any other
Related Document, and without modifying or otherwise affecting any terms or
conditions of the Surety Bond, each Series 2007-1 Noteholder agrees (i) with
respect to the payment of any Preference Amount (as defined in the Surety Bond)
by the Surety Provider to the Trustee, on behalf of the Series 2007-1
Noteholders, under the Surety Bond, to assign irrevocably to the Surety Provider
all of its rights and claims relating to or arising under the Insured
Obligations against the debtor which made or benefited from the related
preference payment or otherwise with respect to the related preference payment
and (ii) to appoint the Surety Provider as its agent in any legal proceeding
related to such preference payment. In addition, each Series 2007-1 Noteholder
hereby grants to the Surety Provider an absolute power of attorney to execute
all appropriate instruments related to any items required to be delivered in
connection with any preference payment referred to in this Section
5.13(b).
In
addition, and without limitation of the foregoing, the Surety Provider shall
be
subrogated to the rights of the Trustee and each such Series 2007-1 Noteholder
in the conduct of any such Preference Amount, including all rights of any party
to an adversary proceeding action with respect to any order issued in connection
with any such Preference Amount. Insured Amounts paid by the Surety Provider
to
the Trustee shall be received by the Trustee, as agent to the Series 2007-1
Noteholders.
(c) By
acceptance of a Series 2007-1 Note, each Series 2007-1 Noteholder agrees to
the
terms of the Surety Bond, including the method and timing of payment and the
Surety Provider’s right of subrogation, and acknowledges that in the event that
payments on the Series 2007-1 Notes are accelerated, such accelerated payments
will not be covered by the Surety Provider under the Surety Bond, unless the
Surety Provider elects to make such accelerated payments in accordance with
and
subject to the terms of the Surety Bond.
(d) Nothing
in this Section
5.13
or in
any other Section hereof shall, or is intended to, modify any of the terms,
provisions or conditions of the Surety Bond.
Section
5.14 Subrogation.
In
furtherance of and not in limitation of the Surety Provider’s equitable right of
subrogation, each of the Trustee, as agent for the Series 2007-1 Noteholders,
and each Issuer acknowledge that, to the extent of any payment made by the
Surety
Section
5.15 Prior
Notice by Trustee to the Surety Provider.
Subject
to Section
11.1
of the
2007-1 Base Indenture, except for any period during which a Surety Default
is
continuing, the Trustee agrees that it shall not exercise any rights or remedies
available to it as a result of the occurrence of an Event of Default until
after
the Trustee has given prior written notice thereof to the Surety Provider and
obtained the direction of the Surety Provider.
Section
5.16 Termination
of Series Supplement.
This
Series Supplement shall cease to be of further effect when all outstanding
Series 2007-1 Notes theretofore authenticated and issued have been delivered
(other than destroyed, lost, or stolen Series 2007-1 Notes which have been
replaced or paid) to the Trustee for cancellation, the Issuers have paid all
sums payable hereunder, and the Surety Provider has been paid all Surety
Provider Fees and all other Surety Provider Reimbursement Amounts due under
the
Insurance Agreement or any other Related Document.
Section
5.17 Entire
Agreement.
This
Series Supplement, together with the 2007-1 Base Indenture and all exhibits,
annexes and schedules hereto and thereto, contain a final and complete
integration of all prior expressions by the parties hereto with respect to
the
subject matter hereof and thereof and shall constitute the entire agreement
among the parties hereto with respect to the subject matter hereof and thereof,
superseding all previous oral statements and writings with respect
thereto.
IN
WITNESS WHEREOF, each Issuer and the Trustee have caused this Series Supplement
to be duly executed by their respective officers thereunto duly authorized
as of
the day and year first above written.
U-HAUL
S
FLEET, LLC,
as
Issuer
By:
Name:
Title:
2007
TM-1, LLC,
as
Issuer
By:
Name:
Title:
2007
DC-1, LLC,
as
Issuer
By:
Name:
Title:
2007
EL-1, LLC,
as
Issuer
By:
Name:
Title:
U.S.
BANK
NATIONAL ASSOCIATION, as
Trustee
By:
Name:
Title:
