March 31, 2007 10-K

EXECUTION COPY

AMENDED AND RESTATED CREDIT AGREEMENT

dated as of

March 12, 2007

among

U-HAUL LEASING & SALES CO., U-HAUL CO. OF ARIZONA,

and

U-HAUL INTERNATIONAL, INC.,

as Borrowers

U-HAUL INTERNATIONAL, INC.,

as Servicer/Manager and Guarantor

and

MERRILL LYNCH COMMERCIAL FINANCE CORP.,

as Lender

(Aged Truck Revolving Loan Facility)

TABLE OF CONTENTS

ARTICLE I

Definitions

Page

Section 1.01. Defined Terms ................................................................................................. 1

Section 1.02. Terms Generally............................................................................................. 11

Section 1.03. Accounting Terms; GAAP.............................................................................11

ARTICLE II

The Loans

Section 2.01. Commitments ................................................................................................. 12

Section 2.02. The Note......................................................................................................... 12

Section 2.03. Making the Loans .......................................................................................... 12

Section 2.04. Repayment of Loans; Evidence of Debt ........................................................ 13

ARTICLE III

SECURITY

Section 3.01. Security Interest ............................................................................................. 13

Section 3.02. Release of Collateral ...................................................................................... 14

ARTICLE IV

SERVICING AND MAINTENANCE

Section 4.01. Servicer/Manager ........................................................................................... 14

Section 4.02. Custody of Vehicle Files................................................................................ 15

Section 4.03. Maintenance ................................................................................................... 17

ARTICLE V

FEES, INTEREST, ACCOUNTS, PAYMENTS, ETC.

Section 5.01. Fees and Expenses ......................................................................................... 17

Section 5.02. Interest on the Loans ...................................................................................... 17

Section 5.03. [Reserved.] ..................................................................................................... 18

Section 5.04. Payments to be Made ..................................................................................... 18

Section 5.05. Optional Prepayments .................................................................................... 18

Section 5.06. [Reserved] ...................................................................................................... 19

Section 5.07. Illegality; Substituted Interest Rate, etc ......................................................... 19

Section 5.08. Payments of Principal and Interest; Mandatory Prepayments ....................... 19

Section 5.09. Increased Costs .............................................................................................. 20

Section 5.10. Taxes .............................................................................................................. 21

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TABLE OF CONTENTS

(continued)

Page

ARTICLE VI

REPRESENTATIONS AND WARRANTIES

Section 6.01. Organization; Powers..................................................................................... 22

Section 6.02. Authorization; Enforceability ........................................................................ 22

Section 6.03. Governmental Approvals; No Conflicts ........................................................ 22

Section 6.04. Financial Condition; No Material Adverse Change....................................... 22

Section 6.05. Properties; Liens and Licenses....................................................................... 23

Section 6.06. Litigation Matters........................................................................................... 23

Section 6.07. Compliance with Laws and Agreements ....................................................... 23

Section 6.08. Investment and Holding Company Status...................................................... 23

Section 6.09. Taxes .............................................................................................................. 24

Section 6.10. ERISA ............................................................................................................ 24

Section 6.11. Disclosure ...................................................................................................... 24

Section 6.12. The Collateral................................................................................................. 24

Section 6.13. Liens on the Collateral ................................................................................... 25

Section 6.14. Eligible Vehicle Collateral............................................................................. 25

Section 6.15. Insurance ........................................................................................................ 25

Section 6.16. Labor Matters................................................................................................. 25

Section 6.17. Security Documents ....................................................................................... 25

Section 6.18. Margin Regulations........................................................................................ 25

ARTICLE VII

CONDITIONS

Section 7.01. Effective Date ................................................................................................ 26

Section 7.02. Each Loan ...................................................................................................... 26

ARTICLE VIII

AFFIRMATIVE COVENANTS

Section 8.01. Financial Statements and Other Information ................................................. 27

Section 8.02. Notices of Material Events............................................................................. 28

Section 8.03. Information Regarding Collateral .................................................................. 29

Section 8.04. Existence; Conduct of Business..................................................................... 29

Section 8.05. Payment of Obligations.................................................................................. 29

Section 8.06. Maintenance of Properties ............................................................................. 29

Section 8.07. Insurance ........................................................................................................ 30

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TABLE OF CONTENTS

(continued)

Page

Section 8.08. Books and Records; Inspection Rights .......................................................... 30

Section 8.09. Compliance with Laws and Agreements ....................................................... 30

Section 8.10. Use of Proceeds.............................................................................................. 30

Section 8.11. Further Assurances......................................................................................... 30

Section 8.12. Casualty.......................................................................................................... 31

Section 8.13. Interest Rate Protection.................................................................................. 31

ARTICLE IX

NEGATIVE COVENANTS

Section 9.01. Change in Control .......................................................................................... 31

Section 9.02. Use of Collateral ............................................................................................ 31

Section 9.03. Negative Pledge ............................................................................................. 32

Section 9.04. Limitations on Fundamental Changes ........................................................... 32

ARTICLE X

EVENTS OF DEFAULT

Section 10.01. Events of Default ........................................................................................... 32

Section 10.02. Consequences of an Event of Default ............................................................ 34

ARTICLE XI

RESERVED

Section 11.01. Reserved......................................................................................................... 34

ARTICLE XII

MISCELLANEOUS

Section 12.01. Notices ........................................................................................................... 34

Section 12.02. Waivers; Amendments................................................................................... 35

Section 12.03. Expenses; Indemnity; Damage Waiver.......................................................... 35

Section 12.04. Successors and Assigns.................................................................................. 36

Section 12.05. Survival .......................................................................................................... 38

Section 12.06. Counterparts; Integration; Effectiveness........................................................ 38

Section 12.07. Severability .................................................................................................... 38

Section 12.08. Right of Setoff................................................................................................ 38

Section 12.09. Governing Law; Jurisdiction; Consent to Service of Process........................ 39

Section 12.10. WAIVER OF JURY TRIAL.......................................................................... 39

Section 12.11. Headings ........................................................................................................ 40

Section 12.12. Confidentiality ............................................................................................... 40

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TABLE OF CONTENTS

(continued)

Page

Section 12.13. Joint and Several Liability of Borrowers. ...................................................... 40

SCHEDULES:

Schedule 6.04 - Liabilities

Schedule 6.15 - Insurance

EXHIBITS:

Exhibit A Form of Assignment and Acceptance

Exhibit B Form of Guarantee Agreement

Exhibit C Form of Borrowing Request

Exhibit D Form of Borrowing Base Certificate

Exhibit E Form of Monthly Settlement Report

Exhibit F Form of Note

Exhibit G Market Value

Exhibit H [Reserved]

Exhibit I [Reserved]

Exhibit J [Reserved]

Exhibit K Wire Instructions

ANNEXES

Annex I Eligibility Requirements

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AMENDED AND RESTATED CREDIT AGREEMENT, dated as 60;of March 12,

2007, (the “Agreement ”) among U-HAUL LEASING & SALES CO., a Nevada corporation, as a

Borrower, U-HAUL CO. OF ARIZONA, an Arizona corporation, as a Borrower, U-HAUL

INTERNATIONAL, INC., a Nevada corporation, as a Borrower, as Servicer/Manager and as

Guarantor, and MERRILL LYNCH COMMERCIAL FINANCE CORP., as Lender.

Recitals

WHEREAS, the parties hereto are party to a certain Credit Agreement, dated as of

June 28, 2005 (the “Original Credit Agreement”); and

WHEREAS, the parties to the Original Credit Agreement desire to amend and

restate the Original Credit Agreement to effect certain amendments thereto;

NOW, THEREFORE, the parties hereto agree as follows:

ARTICLE I

Definitions

Section 1.01. Defined Terms. As used in this Agreement, the following terms

have the meanings specified below:

“Adjusted LIBO Rate” means, with respect to any Loan for any Interest Period,

an interest rate per annum (rounded upwards, if necessary, to the next 1/100 of 1%) equal to

(a) LIBOR for such Interest Period multiplied by (b) the Statutory Reserve Rate.

“Advance Rate” means 65%; provided, however, that if EBIDTA for UHI falls

below $300,000,000 for any fiscal year as reported on AMERCO’s annual report on Form 10-K,

then the “Advance Rate” will be 50%.

“Affiliate” means, with respect to a specified Person, another Person that directly,

or indirectly through one or more intermediaries, Controls or is Controlled by or is under

common Control with the Person specified.

“AMERCO” means AMERCO, a Nevada corporation.

“Assignment and Acceptance” means an assignment and acceptance entered into

by the Lender and an assignee (with the consent of the Borrowers and the Lender if required by

Section 12.04), and accepted by the Lender, in the form of Exhibit A or any other form approved

by the Lender.

“Black Book” means the National Auto Research Black Book Guide published by

Hearst Corporation from time to time.

“Board” means the Board of Governors of the Federal Reserve System of the

United States of America.

“Borrowers” means, collectively, jointly and severally, U-Haul Leasing & Sales

Co., a Nevada corporation, U-Haul Co. of Arizona, an Arizona corporation and U-Haul

International, Inc., a Nevada corporation.

“Borrowing Base” means, as of any date, the lesser of (i) the product of (a) the

Advance Rate and (b) the Market Value of the Eligible Vehicle Collateral, in each case as of

such date, or (ii) the Facility Commitment Amount as of such date.

“Borrowing Base Certificate” means an Officer’s Certificate of the Borrowers

containing a calculation of the Borrowing Base, including a Vehicle Schedule, and substantially

in the form of Exhibit D or such other form as shall be approved by the Lender.

“Borrowing Base Deficiency” means, as of any date, the amount, if any, by which

the Outstanding Loans exceed the Borrowing Base.

“Borrowing Request” means a request by the Borrowers for a Loan in

accordance with Section 2.03 and substantially in the form of Exhibit C or such other form

as shall be approved by the Lender.

“Business Day” means any day that is not a Saturday, Sunday or other day on

which commercial banks in New York, New York, Reno, Nevada or Phoenix, Arizona are

authorized or required by law to remain closed.

“Certificate of Title” means a certificate of title of a Vehicle issued in paper form

by the relevant governmental department or agency in the jurisdiction in which the Vehicle is

registered, or a record maintained by such governmental department or agency in the form of information stored in electronic media; provided, that to the extent th at a certificate of title in

paper form or such record stored on electronic media has not been issued or is not being

maintained, the application (or copy thereof) for the foregoing.

“Change in Control” means (a) any “person” or “gro up” (within the meaning of

Section 13(d) and 14(d) of the Exchange Act), other than Permitted Holders, that becomes the

beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or

indirectly, of 50%, or more, of the Capital Stock of any of the Borrowers having the right to vote

for the election of members of the Board of Directors or (b) majority of the members of the

Board of Directors do not constitute Continuing Directors.

“Change in Law” means (a) the adoption of any law, rule or reg ulation after the

date of this Agreement, (b) any change in any law, rule or regulation or in the interpretation or

application thereof by any Governmental Authority after the date of this Agreement or (c)

compliance by the Lender (or, for purposes of Section 5.09(b), by any lending office of the

Lender or by the Lender’s ;holding company) with any request, guideline or directive (whether or

not having the force of law) of any Governmental Authority made or issued after the date of this

Agreement.

“Closing Date” means March 12, 2007.

“Code” means the Internal Revenue Code of 1986, as amended from time to time.

“Collateral” has the meaning set forth in the Security Agreement.

“Commitment” means, the commitment, of the Lender to make Loans hereunder

up to the Facility Commitment Amount.

“Commonly Controlled Entity” means an entity, whether or not incorporated,

which is under common control with a Loan Party within the meaning of Section 4001 of ERISA

or is a part of a group which includes a Loan Party and which is treated as a single employer

under Section 414(b) or (c) of the Code or, for the purposes of the Code, Section 414(m) or (o)

of the Code.

“Concentration Account” means the account established with the Concentration

Account Bank in the name of UHI bearing account No. 42-4903.

“Concentration Account Bank” means JPMorgan Chase Bank, N.A., and its

successors, or another depositary institution mutually acceptable to the Lender and the

Servicer/Manager.

“Continuing Directors”means the directors of AMERCO on the Original Closing

Date and each other director of AMERCO, if such othe r director’s nomination for

election to the Board of Directors of AMERCO is recommended by a majority of the

then Continuing Directors.

“Control” means the possession, directly or indirectly, of the power to direct or

cause the direction of the management or policies of a Person, whether through the ability to

exercise voting power, by contract or otherwise. “Controlling” and “Controlled” h ave meanings

correlative thereto.

“Custodian” means the Servicer/Manager in its capacity as custodian pursuant to

Section 4.02.

“Dealership Contract” means a U-Haul dealership contract between a subsidiary

of UHI, on one hand, and a named U-Haul dealer, on the other.

“Default” means any event or condition which constitutes an Event of Default or

which upon notice, lapse of time or both would, unless cured or waived, become an Event of

Default.

“Deposit Date” means, with respect to each Payment Date, the 11th calendar&# 160;day

of the preceding month, or if such day is not a Business Day, the next Business Day immediately

following such calendar day.

“Dollars” or “$” means the lawful money of the United States of America.

“Effective Date” means the date on which the conditions specified in Section 7.01

are satisfied (or waived in accordance with Section 12.02).

“Eligible Vehicle Collateral” means, as of any date, a Vehicle pledged to the

Lender under the Security Agreement as to which the conditions set forth on Annex I are

satisfied as of such date.

“ERISA” means the Employee Retirement Income Security Act of 1974, as

amended from time to time.

“ERISA Affiliate” means any trade or business (whether or not incorporated) that,

together with any Borrower, is treated as a single employer under Section 414(b) or (c) of the

Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as

a single employer under Section 414 of the Code.

“ERISA Event” means (a) any “reportable event”, as defined in Section 4043 of

ERISA or the regulations issued thereunder with respect to a Plan (other than an event for which

the 30-day notice period is waived); (b) the existence with respect to any Plan of an

“accumulated funding deficiency” (as defined in Section 412 of the Code or Section 302 of

ERISA), whether or not waived; (c) the filing pursuant to Section 412(d) of the Code or

Section 303(d) of ERISA of an application for a waiver of the 60;minimum funding standard with respect to any Plan; (d) the incurrence by any Loan Party or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan; (e) the receipt by

any Loan Party or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; (f) the incurrence by any Loan Party or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan; or (g) the

receipt by any Loan Party or any ERISA Affiliate of any notice, or the receipt by any

Multiemployer Plan of any Loan Party or any ERISA Affiliate of any notice, concerning the

imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is

expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA.

“Event of Default” has the meaning assigned to such term in Section 10.01.

“Facility” means the committed loan facility offered by the Lender to the

Borrowers pursuant to this Agreement.

“Facility Commitment Amount” means $100,000,000.

“Fee Letter” means the letter agreement, dated as of the Closing Date, by the

Lender and the Borrowers.

“Financial Officer” means, with respect to any Person, the chief executive officer,

the chief financial officer, principal accounting officer, treasurer, assistant treasurer or controller

of such Person.

“GAAP” means, subject to Section 1.03, generally accepted accounting principles

in the United States of America.

“Governmental Authority” means the government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and any

agency, authority, instrumentality, regulatory&# 160;body, court, central bank or other entity exercising

executive, legislative, judicial, taxing, regulatory or administrative powers or functions of

or pertaining to government.

“Guarantee” of or by any Person (the “guarantor”) means any obligation,

contingent or otherwise, of the guarantor guaranteeing or having the economic effect of

guaranteeing any Indebtedness or other ;obligation of any other Person (the “primary bligor”)

in any manner, whether directly or indirectly, and including any obligation of the guarantor,

direct

or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of)

such Indebtedness or other obligation or to purchase (or to advance or supply funds for the

urchase of) any security for the payment thereof, (b) to purchase or lease property, securities or

services for the purpose of assuring the owner of such Indebtedness or other obligation of the

payment thereof, (c) to maintain working capital, equity capital or any other financial statement

condition or liquidity of the primary obligor so as to enable the primary obligor to pay such

Indebtedness or other obligation or&# 160;(d) as an account party in respect of any letter of credit or

letter of guaranty issued to support such Indebtedness or obligation; provided, that the term

Guarantee shall not include endorsements for collection or deposit in the ordinary course of

business.

“Guarantee Agreement” means the Guarantee made by UHI in favor of the

Lender, in the form of Exhibit B.

“Indebtedness” means, with respect to any Person, without duplication, (i) all

obligations of such Person for borrowed money, (ii) all obligations of such Person evidenced by

bonds, debentures, notes or similar instruments, (iii) all indebtedness of others secured by (or for

which the holder of such Indebtedness has an existing right, contingent or otherwise, to be

secured by) any Lien on property owned or acquired by such Person, whether or not the

obligations secured thereby have been assumed (only to the extent of the fair market value of

such asset if such Indebtedness has not been assumed by such Person), (iv) all Guarantees of

such Person, (v) all capitalized lease obligations of such Person and (vi) all obligations of such

Person as an account party in respect of letters of credit and similar instruments issued for the

account of such Person.

“Indemnitee” has the meaning set forth in Section 12.03(b).

“Interest Period” means with respect to any Loan and Payment Date, in the case

of (i) the first Payment Date for such Loan, the period from and including the related Loan Date

to but excluding such first Payment Date and (ii) any other Payment Date, the period from and

including each Payment Date to but excluding the next ensuing Payment Date; provided,

however, that the initial Interest Period shall be the period from and including the Original

Closing Date to but excluding the first Payment Date.

“Interest Rate” means, with respect to any Loan and Interest Period, subject to

Section 5.07, a percentage (in each case computed on the basis of the actual number of days

elapsed, but assuming a 360-day year) equal to:

(i) provided that no Event of Default has occurred and is continuing,

the sum of (A) the Adjusted LIBO Rate for such Interest Period and (B) the Margin; and

(ii) upon the occurrence and during the continuation of an Event of

Default, the sum of (A) the Adjusted LIBO Rate for such Interest Period, (B) the Margin

and (C) an additional 2.00% per annum.

“Lender” means MLCFC, together with its successor and any assigns.

“LIBOR” means, with respect to each Interest Period, the rate of interest per

annum (rounded upwards, if necessary, to the nearest 1/100th of 1%) for Dollar deposits in

London with a duration of one month, at or about 8:00 a.m. on the related LIBOR Determination

Date as such rate is specified on Bloomberg Money Markets Page 28, or, if such page ceases to

display such information, then such other page as may replace it on that service for the purpose

of display of such information, or, if such service ceases to display such information, then on

Telerate Page 3750. If such rate cannot be determined, then LIBOR means, with respect to such

Rate Period, the arithmetic mean of the ra tes of interest (rounded upwards, if necessary, to the

nearest 1/100th of 1%) offered to two prime banks in the London interbank market (selected by

the Lender) of Dollar deposits with a duration of one month at or about 8:00 a.m. on the related

LIBOR Determination Date.

“LIBOR Business Day” means a Business Day on which trading in Dollars is

conducted by and between banks in the London interbank market.

“LIBOR Determination Date” means, with respect to any Interest Period, the

second LIBOR Business Day prior to the first day of such Interest Period.

“Lien” means, with respect to any asset, (a) any mortgage, deed of trust, lien,

pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset, (b) the

interest of a vendor or a lessor under any conditional sale agreement, capital lease or title

retention agreement (or any financing lease having substantially the same economic effect as any

of the foregoing) relating to such asset and (c) in the case of securities, any purchase option, call

or similar right of a third party with respect to such securities.

“Loan Date” means any date on which a Loan is made to the Borrowers by the

Lender pursuant to this Agreement.

“Loan Documents” means this Agreement, the Note, the Guarantee Agreement,

the Fee Letter and the Security Documents.

“Loan Parties” means the Guarantor, the Servicer/Manager and the Borrowers.

“Loans” means an advance made to the Borrowers by the Lender pursuant to this

Agreement.

“Margin” has the meaning specified in the Fee Letter.

“Margin Stock” has the meaning set forth in Regulation U of the Board.

“Market Value” means, on any date of determination, for any Eligible Vehicle

Collateral or the pool of Eligible Vehicle Collateral, the value specified in Exhibit G for the

applicable vehicle model, as amended from time to time in writing in the Lender’s sole

discretion.

“Material Adverse Change” means a material adverse change in the business,

operations or condition, financial or otherwise, taken as a whole, of the Borrowers or AMERCO.

“Material Adverse Effect” means a material adverse effect on (a) the business,

condition (financial or otherwise), operations or performance of the Borrowers, (b) the ability of

any Borrower or any other Loan Party to perform any of its obligations under any Loan

Document, (c) the legality, validity, binding effect or enforceability of this Agreement or any

other Loan Document or (d) the Collateral or the first priority perfected security interest of the

Lender in the Collateral.

“MLCFC” means Merrill Lynch Commercial Finance Corp., a Delaware corporation.

“Monthly Settlement Report” means a report substantially in the form set forth on Exhibit E.

“Multiemployer Plan” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA.

“Net Proceeds” means, with respect to any casualty or condemnation event,

(a) the cash proceeds received in respect of such event including (i) in the case of a casualty,

insurance proceeds, and (ii) in the case of a condemnation or similar event, condemnation awards and similar payments, net of (b) the sum of all reasonable fees and out-of-pocket expenses paid

by the Borrowers to third parties (other than Affiliates) in connection with such event.

“Non-Use Fee” has the meaning set forth in Section 5.01(b).

“Note” means the Note, dated the Closing Date, executed by the Borrowers,

payable to the order of the Lender, in the maximum principal amount of the Facility

Commitment Amount, in substantially the form of Exhibit F.

“Obligations” means all obligations secured under the Loan Documents.

“Original Closing Date” means June 28, 2005.

“Outstanding Loans” means, as of any date, the unpaid principal amount of all

Loans outstanding hereunder on such& #160;date, after giving effect to all repayments of Loans and the

making of new Loans on such date.

“Participant” has the meaning set forth in Section 12.04(e).

“Payment Date” means the 10th calendar day of each month, or if such day is not

a Business Day, the next Business Day immediately following such calendar day, commencing

with the first such date to occur in July 2005.

“PBGC” means the Pension Benefit Guaranty Corporation referred to and defined

in ERISA and any successor entity performing similar functions.

“Permitted Encumbrances” means:

(a) Liens imposed by law for taxes, assessments, governmental charges or

similar claims that are not yet due or are being contested in compliance with Section 8.05;

(b) statutory or common law Liens of landlords and carriers, warehousemen,

mechanics, suppliers, materialmen, repairmen and other similar Liens, arising in the ordinary

course of business and securing obligations that are not yet delinquent or are being contested in

compliance with Section 8.05;

connection with workers’ compensation, unemployment insurance and other types of social

security;

(d) Liens incurred or deposits made to secure the performance of tenders,

bids, leases, statutory or regulatory obligations, surety and appeal bonds, government contracts,

performance and return-of-money bonds and other obligations of a like nature, in each case in

the ordinary course of business, and a bank’s unexercised right of set-off with respect to deposits

made in the ordinary course;

(e) judgment liens in respect of judgments that do not constitute an Event of

Default under clause (j) of Section 10.01;

(f) interests of lessees under leases or subleases granted by the Borrowers as

lessor that do not materially interfere with the ordinary course of business of the Borrowers;

(g) interests of licensees under licenses or sublicenses granted by the

Borrowers as licensor that do not materially interfere with the ordinary course of business of the

Borrower;

(h) any interest or title of a lessor in any property subject to any capital or

operating lease otherwise not entered ;into in violation of the Loan Documents or in any property

not constituting Collateral; and

(i) any interest or title of a licensor in any property subject to any license

otherwise not entered into in violation of the Loan Documents.

“Permitted Holder” means Edward J. Shoen, Mark V. Shoen, James P. Shoen and

their Family Members, and their Family Trusts. As used in this definition, “Family Member”

means, with respect to any individual, the spouse and lineal descendants (including

children and grandchildren by adoption) of such individual, the spouses of each such lineal

descendants, and

the lineal descendants of such Persons; and “Family Trusts” means, with respect to any individual, any trusts, limited partnerships or other entities established for the primary benefit of,

the executor or administrator of the estate of, or other legal representative of, such individual.

“Person” means any natural person, corporation, limited liability company, trust,

joint venture, association, company, partnership, Governmental Authority or other entity.

“Plan” means at a particular time, any employee benefit plan which is covered by

Title IV of ERISA and in respect of which a Loan Party or a Commonly Controlled Entity is (or,

if such plan were terminated at such time, would under Section 4069 of ERISA be deemed to be)

an “employer” as defined in Section 3(5) of ERISA.

“Prime Rate” means the rate of interest per annum published from time to time in

the “Money Rates” column (or any successor column) of The Wall Street Journal as the prime rate or, if such rate shall cease to be so published or is not available for any reason, the rate of interest publicly announced from time to time by any “money center” bank based in New York City selected by the Administrative Agent for the purpose of quoting such rate, provided such

commercial bank has a combined capital and surplus and undivided profits of not less than

$500,000,000. Each change in the Prime Rate shall be effective from and including the date

such change is published.

“Records Location List” has the meaning set forth in Section 4.02(c).

“Requirement of Law” means, as to any Person, any law, statute, rule, treaty,

regulation or determination of an arbitrator, court or other Governmental Authority, in each case

applicable to or binding upon such Person or any of its properties or to which such Person or any

of its properties may be bound or affected.

“Security Agreement” means the Security Agreement, dated as of June 28, 2005,

by and between the Borrowers and the Lender, as amended by the Amended and Restated

Security Agreement, dated as of March 12, 2007.

“Security Documents” means the Security Agreement, and each financing

statement, Certificate of Title, pledge, endorsement or other document or instrument delivered in

connection therewith.

“Servicer/Manager” shall mean UHI.

“Statutory Reserve Rate” means a fraction (expressed as a decimal), the

numerator of which is the number one and the denominator of which is the number one minus

the aggregate of the maximum reserve percentages (including any marginal, special, emergency

or supplemental reserves) expressed as a decimal established by the Board to which the Lender

(if subject to regulation by the Board) is subject with respect to the Adjusted LIBO Rate, for

eurocurrency funding (currently referred to&# 160;as “Eurocurrency Liabilities” in Regulation D of the

Board). Such reserve percentages shall include those imposed pursuant to such Regulation D.

Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve

requirements without benefit of or credit for proration, exemptions or offsets that may be

available from time to time to the Lender under such Regulation D or any comparable regulation.

9

 The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any

 change in any reserve percentage.

“Subsidiary” means,& #160;as to any Person, a corporation, partnership or other entity of

which shares of stock or other ownership interests having ordinary voting power (other than

stock or such other ownership interests having such power only by reason of the happening of a

contingency) to elect a majority of the board of directors or other managers of such corporation,

partnership or other entity are at the time owned, or the management of which is otherwise

controlled, directly or indirectly through one or more intermediaries, or both, by such Person.

“Targeted Principal” means, with respect to any Deposit Date, an amount equal to

the difference, if any, between the Outstanding Loans on such Deposit Date and the Borrowing Base as of the related Payment Date; provided, however, that upon the occurrence of an Event of

Default, the Targeted Principal shall equal the principal balance of the Outstanding Loans.

“Taxes” means with respect to any Person any and all present or future taxes,

levies, imposts, duties, deductions, charges or withholdings imposed by any Governmental

Authority excluding, such taxes (including income or franchise taxes) as are imposed on or

measured by such Person’s net income.

“Termination Date” means the Payment Date in March 2011.

“Transactions” means the execution, delivery and performance by each Loan

Party of the Loan Documents to which it is to be a party, the borrowing of Loans and the use of

the proceeds thereof.

“Truck Age” means, for any Vehicle on any date of determination, (i) if such

determination is made at any time during the period from January through June, inclusive, of any

year then the difference between the current year and the model year of such Vehicle and (ii) if

such determination is made at any time during the period from July through December, inclusive,

of any year then the difference between the current year and the model year of such Vehicle plus

0,5.

“UCC” means the Uniform Commercial Code as in effect in the State of New

York as of the date hereof.

“Unused Fee Rate” has the meaning specified in the Fee Letter.

“UHI” means U-Haul International, Inc., a Nevada corporation.

“Vehicle” means a m otor vehicle owned by one of the Borrowers and constituting

part of the Borrowers’ fleet of rental assets.

“VehicleFiles”means, with r espect to each Vehicle, (i) the original Certificate

ofTitle (or an original or certified copy of the application for a Certificate of Title) and all related

documents retained on file by the Servicer/Manag er, in accordance with its usual and customary

business practices, evidencing the ownership of the Vehicle and, from and after the date required

pursuant to clause (vi) of Annex I hereto, the Lien of the Lender; and (ii) any and all other

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 documents that either of the Servicer/Manager or the Borrowers shall retain on file, in

 accordance with its usual and customary practices, relating to the Vehicle; provided, that to the

 extent consistent with its usual and customary practices, any of the foregoing items may, in lieu

 of a written document, be evidenced by a record or records consisting of information stored as a

 record on an electronic medium which is reproducible in perceivable form.

“Vehicle Schedule” means the schedule of Vehicles pledged to the Lender

pursuant to the Security Agreement, as the same may be updated from time to time by each

Borrowing Base Certificate provided by the Borrowers to the Lender.

“Withdrawal Liability” means liability to a Multiemployer Plan as a result of a

complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I

of Subtitle E of Title IV of ERISA.

Section 1.02. Terms Generally. The definitions of terms herein shall apply

equally to the singular and plural forms o f the terms defined. Whenever the context may require,

any pronoun shall include the corresponding masculine, feminine and neuter forms. The words

“include”, “includes” and “including” shall be deemed to be followed by the phrase “without

limitation.” The word “will” shall be construed to have the same meaning and effect as the word

“shall.” Unless the context requires otherwise (a) any definition of or reference to any

agreement, instrument or other document herein shall be construed as referring to such

agreement, instrument or other document as from time to time amended, supplemented or

otherwise modified (subject to any restrictions on such amendments, supplements or

modifications set forth herein), (b) any reference herein to any Person shall be construed to

include such Person’s successors and assigns, (c) the words “herein”, “hereofR 21; and “hereunder”,

and words of similar import, shall be construed to refer to this Agreement in its entirety and not

to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and

Schedules shall be construed to refer to Articles and Sections of, and Annexes, Exhibits and

Schedules to, this Agreement and (e) the words “asset” and “property” shall be construed to have

the same meaning and effect and to refer to any and all tangible and intangible assets and

properties, including cash, securities, accounts, contract rights, licenses and intellectual property.

Section 1.03. Accounting Terms; GAAP. Except as otherwise expressly

provided herein, all terms of an accounting or financial nature shall be construed in accordance

with GAAP, as in effect from time to time; provided that for purposes of determining compliance

with any covenant set forth in Article VIII or Article IX, such terms shall be construed in

accordance with GAAP as in effect on the date of this Agreement applied on a basis consistent

with the application used in preparing Borrowers' audited financial statements referred to in

Section 8.01. If any change in accounting principles from those used in the preparation of the

audited financial statements referred to in Section 8.01 hereafter occasioned by the promulgation

of any rule, regulation, pronouncement or opinion by or required by the Financial Accounting

Standards Board (or successors thereto or agencies with similar functions) would result in a

change in the method of calculation of financial covenants, standards or terms found in Article I,

Article VIII or Article IX, the parties hereto agree to enter into negotiations in order to amend

such provisions so as to equitably reflect such changes with the desired result that the criteria for

evaluating AMERCO’s financial condition will be the same after such change as if such change

had not been made; provided, however, the parties hereto agree to construe all terms of an

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 accounting or financial nature in accordance with GAAP as in effect prior to any such change in

 accounting principles until the parties hereto have ended the applicable provisions of this Agreement.

ARTICLE II

The Loans

Section 2.01. Commitments. Subject to the terms and conditions set forth

herein, the Lender agrees to make Loans to the Borrowers at any time and from time to time during the term of this Agreement in an aggregate principal&# 160;amount not exceeding the Facility

Commitment Amount. No Loan shall be made (i) on a day other than a Business Day, (ii) in an

amount which would cause the Outstanding Loans to exceed the aggregate amount of the Facility

Commitment Amount as of the proposed Loan Date, (iii) in an amount that would result in a Borrowing Base Deficiency or (iv) if the conditions precedent set forth in Section 7.02 have not

been satisfied or waived. All Loans may be borrowed, repaid and reborrowed in accordance

with the terms of this Agreement. All Loans shall be full recourse to the Borrowers, jointly and

severally.

Section 2.02. The Note.

(a) The Borrowers hereby, jointly and severally, unconditionally promise to

repay all Obligations outstanding hereunder& #160;when due. The obligation of the Borrowers to repay

the Loans shall be evidenced by the Note. The Lender shall (i) record on its books the date and

amount of each Loan to the Borrowers hereunder and (ii) prior to any transfer of the Note,

endorse such information on the schedule attached to the Note or any continuation thereof. The

failure of the Lender to make any such recordation shall not affect the obligations of the

Borrowers hereunder or under the Note.

(b) The outstanding principal amount of the Loans shall be payable as set

forth in Article V. The Borrowers shall pay interest on the outstanding principal amount of each

Loan from the date each such Loan is made until the principal amount thereof is paid in full at

the rates and pursuant to the terms set forth in Article V. The Borrowers shall pay the various

fees and expenses set forth in, and pursuant to the terms of, Article V.

Section 2.03. Making the Loans.

(a) To request a Loan, the Borrowers shall deliver to the Lender a completed

Borrowing Request, together with a Borrowing Base Certificate calculating the Borrowing Base

as of the prior Business Day not later than 3:00 p.m., New York City time, two (2) Business

Days before the date of the proposed Loan; provided that the Borrowers may make not more than five (5) requests for Loans in any single calendar month (it being understood that all Borrowing Requests made by the Borrowers on the same date shall be treated as a single request for a Loan

for purposes of this limitation). Each such Borrowing Request shall be irrevocable and shall be delivered by telecopy to the Lender of a written Borrowing Request in a form approved by the

Lender and signed by the Borrowers.

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(b) Each requested Loan shall be in an aggregate principal amount that is an

integral multiple of $1,000,000 and not less than $10,000,000.

(c) The Lender shall make each Loan to be made by it hereunder on the

proposed date thereof by wire transfer of immediately available funds by 3:00 p.m., New York

City time, to an account of the Borrowers designated by the Borrowers in the applicable

Borrowing Request.

Section 2.04. Repayment of Loans; Evidence of Debt.

(a) The Borrowers, jointly and severally, hereby unconditionally promise to

pay to the Lender the then unpaid principal amount of each Loan as provided in Section 5.07.

(b) The Lender shall maintain in accordance with its us ual practice an account

or accounts evidencing the indebtedness of the Borrowers to the Lender resulting from each

Loan, including the amounts of principal and interest payable and paid to the Lender from time

to time hereunder.

(c) The Lender shall maintain accounts in which it shall record (i) the amount

of each Loan made hereunder and the Interest Period applicable thereto, (ii) the amount of any

principal or interest due and payable or to become due and payable from the Borrowers

hereunder and (iii) the amount of any sum received by the Lender hereunder.

(d) The entries made in the accounts maintained pursuant to paragraph (b) or

(c) of this Section shall be prima facie evidence of the existence and amounts&# 160;of the obligations recorded therein; provided that the failure of the Lender to maintain such accounts or any error

therein shall not in any manner affect the obligation of the Borrowers to repay the Loans in

accordance with the terms of this Agreement.

ARTICLE III

SECURITY

Section 3.01. Security Interest. Pursuant to and under the Security Agreement,

the Borrowers, shall (as and to the extent provided in the applicable Security Document) pledge and grant to the Lender, and its successors, indorsees, transferees and assigns, as security for the

prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of all or a portion of the Obligations (as specified in the applicable Security Document), a security interest in and assignment of all of the Borrowers’ right, title and

interest in, to and under (but none of its obligations under) the Collateral described in the

applicable Security Document, whether (with respect to any “Receivables” or “Proceeds”

comprising Collateral (each as defined in the Security Agreement) now existing or hereafter

arising by the Borrowers and wherever located, all proceeds thereof and any other collateral

described therein. The foregoing assignment does not constitute and is not ;intended to result in a creation or an assumption by the Lender of any obligation of the Borrowers or any other Person

in connection with any or all of the Collateral or under any agreement or instrument relating

thereto. Anything herein to the contrary notwithstanding, (i) the Servicer/Manager shall perform its services, duties and obligations with respect to the Collateral to the extent set forth in

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 Article IV to the same extent as if this Agreement had not been execute d, (ii) the exercise by the

 Lender, of any of its rights in, to or under the Collateral shall not release the Servicer/Manager

 from any of its duties or obligations relating to the Coll ateral and (iii) the Lender shall not have

 any obligations or liability under the Collateral by reason of this Agreement, or be obligated to

 perform any of the obligations or duties of the Servicer/Manager thereunder or to take any action

 to collect or enforce any claim for payment assigned hereunder.

 Section 3.02. Release of Collateral.

(a) Except as otherwise set forth in the Security Agreement, the Liens created

by the Security Agreement in favor of the Lender, with respect to the Collateral shall terminate

(i) with respect to any Collateral released pursuant to Section 3.02(c), upon receipt by the Lender

of the certificate required by such Section, and (ii) with respect to all of the Collateral upon

(A) payment in full of the Loans and all other Obligations due hereunder and (B) termination

of the Facility.

(b) Upon the release of Collateral as set forth in Section 3.02(a), upon the

request of, and at the expense of the Borrowers, the Lender shall execute and file such releases or

assignments of financing statements or, UCC termination statements and other documents and

instruments as may be reasonably requested by the Borrowers to effectuate release of the

Collateral. The Lender will not have legal title to any part of the released Collateral on and will

have no further interest in or rights with respect to such Collateral.

(c) If no Default or Event of Default has occurred and is continuing, the

Borrowers may without the consent of the Lender, obtain a release of any Vehicle that is

Collateral from the lien of the Security Agreement, including in connection with the sales or

disposition of such Vehicles; provided that in connection with any such release, the Borrowers

provide to the Lender (i) written prior written notice of such release, including an attached

Borrowing Base Certificate and attached Vehicle Schedule (pro forma as of the date of such

release) not less than three (3) Business Days before the date of such release, and (ii) an officer’s

certificate stating (A) no adverse selection was used in selecting the Vehicles to be released, (B)

after giving effect to sale, no Borrowing Base Deficiency shall exist and detailing, if necessary, a

payment of cash to the Lender on such date representing a prepayment of principal in an amount

necessary to cause no Borrowing Base Deficiency to exist and (C) no Default or Event of Default

exists on the Facility.

ARTICLE IV

SERVICING AND MAINTENANCE Section 4.01. Servicer/Manager.

(a) UHI will act as Servicer/Manager hereunder to provide administration and

collection services, and to provide management and maintenance services with respect to the

Vehicles constituting Collateral in accordance with&# 160;its standard policies and procedures. UHI

shall continue to serve as Servicer/Manager hereunder and agrees to perform the duties and

obligations of the Servicer/Manager contained herein and in the other Loan Documents until

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 such time as a Successor Servicer/Manager has accepted an appointment hereunder in

 accordance with the terms hereof. UHI hereby makes to the Lender, each representation and

 warranty made by it in its capacity as Servicer/Ma nager in each Loan Document, and each such

 representation and warranty is hereby incorporated herein by this reference.

(b) Not later than the second Business Day before the Payment Date of each

month, the Servicer/Manager shall deliver to the& #160;Lender a Monthly Settlement Report (including

a Borrowing Base Certificate) relating to the preceding calendar month.

Section 4.02. Custody of Vehicle Files.

(a) The Lender hereby revocably appoints UHI as Custodian of the Vehicle

Files, and UHI hereby confirms its acceptance of such appointment, to act as the agent of the

Lender as Custodian of the Vehicle Files. Upon any sale or disposition of a Vehicle, UHI shall

deliver the related Certificate of Title to the Person purchasing or otherwise acquiring the related

Vehicle.

(b) At the times specified in the immediately following sentence, UHI shall

provide an officer’s certificate to the Lender confirming (i) the number of Vehicle Files received

and shall confirm that it has received the Certificate of Title pertaining to each Vehicle and (ii)

that UHI has received all the documents and instruments necessary for UHI to act as the agent of

the Lender for the purposes set forth in this Section 4.02, including the documents referred to

herein. The officer’s certificate described in the foregoing sentence shall be provided within ten

(10) Business Days after the addition of any Vehicles to the Collateral, for any such Vehicle

added to the Collateral after the Original Closing Date. The Lender is hereby authorized to rely

on such officer’s certificate.

(c) UHI shall perform its duties as Custodian of the Vehicle Files in

accordance with its usual and customary practices. UHI, in its capacity as Custodian, shall (i)

hold the Vehicle Files for the use and benefit of the Lender, and segregate such Vehicle Files

from its other books, records and files and (ii) maintain accurate and complete accounts, records

either original execution documents or copies of such originally executed documents shall be

sufficient) and computer systems pertaining to each Vehicle File. As Custodian of the Vehicle

Files, UHI shall conduct, or cause to be conducted, periodic audits, which shall be performed not

less frequently than UHI performs such audits of vehicles similarly situated with UHI, of the

Vehicle Files held by it under this Agreement, and of the related accounts, records and computer

systems, in such a manner as shall enable the Lender to identify all Vehicle Files and such

related accounts, records and computer systems and to verify, if the Lender so elects, the

accuracy of UHI’s record-keeping. UHI shall promptly report to the Lender any material failure

on its part to hold the Vehicle Files and maintain its accounts, records and computer systems as

herein provided and promptly take appropriate action to remedy any such failure.

(d) UHI shall maintain, or cause to be maintained, in accordance with its usual

and customary practices, a record of the location of the Vehicle Files relating to any Vehicle and

the related accounts, records, and computer systems maintained by UHI or any third party under

sub-contract with UHI (such record is hereinafter referred to as a “Records Location List”).

UHI shall maintain, or cause to be maintained, a separate Records Location List for the Collateral.

15

 UHI may, with the consent of the Lender, which consent may be withheld for any reason in the

 sole discretion of the Lender, subcontract with third parties to perform the duties of Custodian of

 the Vehicle Files, in which case the name and address of the principal place of business of such

 third party, and the location of the offices of such third party where Vehicle Files are maintained,

 shall be specified on the applicable Records Location List. UHI shall make available, on five (5)

 Business Days’ written notice, to the Lender, or its duly authorized representatives, attorneys, or

 auditors, a copy of the Records Location List with respect to the Collateral. UHI shall, at its own

 expense, maintain at all times while acting as Custodian and keep in full force and effect (i)

 fidelity insurance, (ii) theft of documents insurance, (iii) fire insurance and (iv) forgery

 insurance. All such insurance shall be in amounts, with standard coverage and subject to

 deductibles, as are customary for similar insurance typically maintained by Persons that act as

 custodian in similar transactions.

(e) UHI’s appointment as Custodian shall hereby continue in full force

and effect until UHI, as Servicer/Manager, is terminated as custodian in writing by the Lender or

until this Agreement shall be terminated.

(f) As Custodian, UHI shall: (i) maintain continuous cus tody of the Vehicle

Files in secure and fire resistant facilities; (ii) with respect to the Vehicle Files, (A) act

exclusively as the Custodian for the benefit of the Lender for so long as this Agreement is

outstanding, and (B) hold all Vehicle Files for the exclusive use (notwithstanding clauses (iii)

and (iv) below) and for the benefit of the Lender; (iii) in the event that UHI is not the Custodian,

to the extent UHI directs the Custodian in writing, deliver certain specified Vehicle Files to UHI

to enable the Servicer/Manager to service the Vehicle Files pursuant to this Agreement; (iv) in

the event that UHI is not the Custodian, upon one Business Day’s prior written notice, permit the

Servicer/Manager and the Lender to examine the Vehicle Files in the possession, or under the

control, of the Custodian; (v) hold the Vehicle Files held by it in accordance with this Agreement

on behalf of the Lender, and maintain such accurate and complete accounts, records and

computer systems pertaining to each Vehicle File as shall enable the Servicer/Manager to

comply with this Agreement; (vi) in performing its duties as Servicer/Manager hereunder, act

with reasonable care, using that degree of skill and attention that UHI exercises with respect to

the files relating to all comparable Vehicles that UHI owns or services or holds for itself or

others; (vii) (A) conduct, or cause to be conducted, periodic physical inspections of the Vehicle

Files held by it under this Agreement and of the related accounts, records and computer systems,

(B) maintain the Vehicle Files in such a manner as shall enable the Servicer/Manager and the

Lender, to verify the accuracy of UHI’s and the Servicer/Manager’s record keeping,

(C) promptly report to the Lender, any material failure on its part to hold the Vehicle Files and

maintain its accounts, records and computer systems as herein provided and (D) promptly take

appropriate action to remedy any such failure; (viii) maintain each Vehicle File at the address of

UHI at 2727 N. Central Avenue, Phoenix, AZ 85004, or at such other location as shall be

specified by the Lender, by thirty (30) days’ prior written notice; (ix) permit the Lender, or its

respective duly authorized representatives, attorneys or auditors to inspect the Vehicle Files and

the related accounts, records and computer systems maintained by UHI as such Persons may

reasonably request; and (x) upon ;written request from the Lender, release as soon as practicable

the Vehicle Files, or any or all documents in any Vehicle File, to the Lender, or any of its agents

or designees, as the case may be, at such place or places as Lender may designate.

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Section 4.03. Maintenance. The Servicer/Manager shall maintain and preserve

each Vehicle comprising Collateral in good working order and condition, ordinary wear and tear

excepted, and comply at all times with the usual and customary maintenance and repair practices

of UHI and its Affiliates for vehicles of similar type and use.

 ARTICLE V

FEES, INTEREST, ACCOUNTS, PAYMENTS, ETC.

Section 5.01. Fees and Expenses. The Borrowers shall pay to the Lender, the

following fully-earned and non-refundable fees in immediately available funds as set forth herein

and in accordance with the terms of this Agreement:

 (a) On the date hereof, a one-time amendment fee as specified in the Fee Letter,

(b) On each Payment Date, in arrears, a non-use fee&# 160;in an amount equal to the

product of (i) a fraction, the numerator of which is the number of days in the related Interest

Period and the denominator of which is 360, (ii) the Unused Fee Rate and (iii) the average, for

each day in such period, of the difference between (A) amount of the Facility Commitment

Amount on such day and (B) the Lender’s Outstanding Loans on such day (the “Non-Use Fee”);

(c) On any date on which a prepayment of substantially all Outstanding Loans

is made pursuant to Section 5.05, a prepayment fee in an amount equal to the product of (i) the

Facility Commitment Amount on such date, and (ii) (A) on or before March 12, 2008, 1.00%, or

(B) at any time after March 12, 2008, and on or before March 12, 2009, 0.50%, or (C) at any

time after March 12, 2009, 0.00%; and

(d) On the date hereof and thereafter promptly upon receipt of an invoice

therefor, all legal and due diligence expenses of the Lender incurred in connection with this

Facility.

Section 5.02. Interest on the Loans.

(a) Except as otherwise provided herein, each Loan shall bear interest on the

outstanding principal amount thereof and on any due but unpaid interest, for each day from the

date of the making of such Loan until the principal amount thereof and all interest thereon shall

be paid in full. Interest on each Loan shall accrue during each related Interest Period at a rate per

annum equal to the applicable Interest Rate for such Interest Period. The applicable Interest Rate

for each Loan not repaid as of any Payment Date will be determined by the Lender and reset as

of the first day of each successive Interest Period as determined in accordance with Section

5.02(e), and subject to Section 5.07.

(b) Except as otherwise provided herein, all accrued and unpaid interest on

each Loan as of the end of each Interest Period shall be payable in arrears on the related Payment

Date during the term of this Agreement in accordance with Section 5.04(a). All accrued and

unpaid interest shall be due and payable upon the occurrence of an Event of Default.

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(c) If, by the terms of this Agreement or the Note, the Borrowers at any time

is required or obligated to pay interest at a rate in excess of the maximum rate permitted by applicable law, the Interest Rate shall be deemed to be immediately reduced to such maximum

rate and the portion of all prior interest payments in excess of such maximum rate shall be applied and shall be deemed to have been payments made in reduction of the principal amount

due hereunder and under the Note.

(d) All amounts of interest due hereunder shall be computed on the basis of

the actual number of days elapsed in a year of 360 days, and in each case shall be payable for the

actual number of days elapsed (including the first day but excluding the last day).

(e) The Adjusted LIBO Rate will be determined by the Lender and communicated to the Borrowers on each LIBOR Determination Date, and each such determination shall be conclusive absent manifest error.

Section 5.03. [Reserved.]

Section 5.04. Payments to be Made.

(a) The Borrowers shall make each payment (including principal of or interest

on any Loan or any Non-Use Fees or other amounts) hereunder and under any other Loan

Document not later than 3:00 p.m., New York City time, on each Payment Date, in immediately available funds, without setoff, defense or counterclaim (i) in the case of interest, Non-Use Fees

or Targeted Principal, on the Payment Date that relates to the Interest Period for which such amount is owing, and (ii) in each other case on the date on which such amount is due. Each such

payment shall be made to the Lender at such place as may be designated from time to time by the

Lender in writing to the Borrowers. If any payment hereunder or under the Loans becomes due and payable on a day other than a Business Day, such 0;amount shall be due and payable on the

next succeeding Business Day. If the date for any payment or prepayment hereunder is extended

by operation of law or otherwise, interest with respect thereto shall be payable at the then-

applicable Interest Rate during such extension.

(b) Except as otherwise expressly provided herein, whenever any payment

(including principal of or interest on any Loan or any Non-Use Fees or other amounts) hereunder

or under any other Loan Document shall become due, or otherwise would occur, on a day that is not a Business Day, such payment may be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of interest or Non-Use Fees,

if applicable.

Section 5.05. Optional Prepayments. The Borrowers may prepay the Loans on

any Business Day, in whole or in part, subject to the requirements of this Section without penalty

or premium (except as provided in Section 5.01(c)), on five days’ prior written notice to the

Lender, provided that (i) the principal amount prepaid is at least $1,000,000 (unless otherwise

agreed to in writing by the Lender) and (ii) the Borrowers pay to the Lender, on the date of

prepayment, accrued unpaid interest on the amount so prepaid. The Borrowers may notify the

Lender in writing that it has elected to terminate the Facility in connection with the prepayment

in full of the Loans and all other outstanding Obligations. Upon such prepayment in full,

18

 together with payment in full the fee described in Section 5.01(c), and the termination of the

 Facility, the Lender’s interest in the Collateral shall be released in accordance with Section 3.02

 and the Commitment of the Lender hereunder shall terminate.

Section 5.06. [Reserved].

Section 5.07. Illegality; Substituted Interest Rate, etc. Notwithstanding any

other provision hereof, if (i) any Requirement of Law or any change therein or in the

interpretation or application thereof shall ma ke it unlawful for the Lender to make or maintain

any Loans at the Interest Rate or (ii) the Lender shall have determined (which determination

shall be conclusive and binding ;upon the Borrowers) that, by reason of circumstances affecting

the LIBOR interbank market, adequate and reasonable means do not exist for ascertaining the

Interest Rate, then (a) the obligation of the Lender to make or maintain Loans at the Interest Rate

shall be suspended and the Lender shall promptly notify the Borrowers thereof (by telephone

confirmed in writing) and (b) each Loan then outstanding, if any, shall, from and including the

commencement of the next Interest Period or at such earlier date as may be required by law, until

payment in full thereof, bear interest at the rate per annum equal to the greater of the Prime Rate

or the Interest Rate in effect on the date immediately preceding the date any event described in

clause (i) or (ii) occurred. If subsequent to such suspension of the obligation of the Lenders to

make or maintain the Loans at the Interest Rate, the circumstances described in clause (i) or (ii)

of the preceding sentence, as applicable, no longer exist, the Lender shall so notify the

Borrowers, and the obligation of the Lender to do so shall be reinstated effective as of the date

the circumstances described in clause (i) or (ii), as applicable, no longer exist.

Section 5.08. Payments of Principal and Interest; Mandatory Prepayments.

(a) On each Payment Date, the Borrowers shall pay to& #160;the Lender, an amount

equal to the sum of (i) the Targeted Principal, if any, required to be paid on such Payment Date,

(ii) all interest due to be paid on such Payment Date with respect to the related Interest Period,

calculated in accordance with Section 5.02, (iii) all fees and expenses due to be paid on such

Payment Date with respect to the related Inte rest Period and (iv) all other Obligations due and

payable on or prior to such Payment Date.

(b) If any Monthly Settlement Report reports that a Borrowing Base

Deficiency exists as of such date, then the Borrowers shall no later than the next Business Day

following delivery of such Monthly Settlement Report either (i) pay to the Lender an amount

equal to the difference of (x) the Ou tstanding Loans minus (y) the product of (A) the aggregate

Market Value of the Eligible Vehicle Collateral and (B) the Advance Rate on such date or (ii)

pledge additional Eligible Vehicle Collateral under the Security Agreement having an aggregate

Market Value that shall cure such Borrowing Base Deficiency. If an item of Collateral included

in the Borrowing Base and for which a Loan was advanced fails at any time to be acceptable to
the Lender under the definition of Eligible Vehicle Collateral, as determined by the Lender in its

sole discretion, the Market Value of such Collateral as of such date of determination will be

deemed to be zero.

(c) Upon discovery by any of the Borrowers, the Servicer/Manager or the

Lender of a breach of any of the representations and warranties set forth in Section 6.14, the

19

 party discovering such breach shall give prompt written notice to the& #160;Borrowers and to the other

 parties. If such breach would, in and of itself, result in a Borrowing Base Deficiency, which

 Borrowing Base Deficiency is not cured by the next Business Day after the Borrowers discovers

 or receives notice of such breach, the Borrowers shall, unless such breach shall have been cured

 in all material respects, remit to the Lender an amount equal to 0;the amount of such Borrowing

 Base Deficiency, in the manner set forth in Section 5.08. The foregoing obligation shall apply to

 all representations and warranties of the Borrowers contained in Section 6.14 whether or not

 Borrower has knowledge of the breach at the time of the breach or at the time the representations

 and warranties were made. The Lender shall not have any duty to conduct an affirmative

 investigation as to the occurrence of any breach of any representations and warranties of the

 Borrowers set forth in Section 6.14 that would require the Borrowers to remit any mandatory

 repayment pursuant to this Section.

Section 5.09. Increased Costs.

(a) If any Change in Law shall: (i) impose, modify or deem applicable any

reserve, special deposit or similar requirement against assets of, deposits with or for the account

of, or credit extended by, the Lender (except any such reserve requirement reflected in the

Adjusted LIBO Rate); or (ii) impose on the Lender or the London interbank market any other

condition affecting this Agreement or Loans made by the Lender; and the result of any of the

foregoing shall be to increase the cost to the Lender of making or maintaining any Loan (or of

maintaining its obligation to make any such Loan) or to reduce the amount of any sum received

or receivable by the Lender hereunder (whether of principal, interest or otherwise), then the

Borrowers shall, jointly and severally, ;pay to the Lender such additional amount or amounts as

will compensate the Lender for such additional costs incurred or reduction suffered.

(b) If the Lender determines that any Change in Law regarding capital

requirements has or would have the effect of reducing the rate of return on the Lender’s capital

or on the capital of the Lender’s holding company, as a consequence of this Agreement or the

Loans made by the Lender to a level below that which the Lender or the Lender’s

holding company could have achieved but for such Change in Law (taking into consideration the

Lender’s policies and the policies of the Lender’s holding company with respect to capital

adequacy), then from time to time the Borrowers shall, jointly and severally, pay to the Lender

such additional amount or amounts as will compensate the Lender or the Lender’s holding

company for any such reduction suffered.

(c) A certificate of the Lender setting forth the amount or amounts necessary

to compensate the Lender or its holding company, as the case may be, as specified in

paragraph (a) or (b) of this Section and the basis therefor shall be de livered to the Borrowers by

the Lender and shall be conclusive absent manifest error. The Borrowers shall pay the Lender

the amount shown as due on any such certificate within 30 days after receipt thereof.

(d) Failure or delay on the part of the Lender to demand compensation

pursuant to this Section shall not constitute a waiver of the Lender’s right to demand such

compensation; provided that the Borrowers shall not be required to compensate the Lender

pursuant to this Section for any increased costs or reductions incurred more than 90 days prior to

the date that the Lender notifies the Borrowers of the Change in Law giving rise to such

20

 increased costs or reductions and of the Lender’s intention to claim compensation therefor;

 provided further that, if the Change in Law giving rise to such increased costs or reductions is

 retroactive, then the 90-day period referred to above shall be extended to include the period of

 retroactive effect thereof.

Section 5.10. Taxes.

(a) Any and all payments by or on account of any obligation of the Borrowers

hereunder or under any other Loan Document shall be made free and clear of and without

deduction for any Taxes; provided that if the Borrowers shall be required to deduct any Taxes

from such payments, then (i) the sum payable shall be increased as necessary so that after

making all required deductions (including deductions applicable to additional sums payable

under this Section) the Lender receives an amount equal to the sum it would have received had

no such deductions been made, (ii) the Borrowers shall make such deductions and (iii) the

Borrowers shall pay the full amount deducted to the relevant Governmental Authority in

accordance with applicable law.

(b) The Borrowers shall, jointly and severally, shall indemnify the Lender,

within 10 days after written demand therefor, for the full amount of any Taxes paid by the

Lender on or with respect to any payment by or on account of any obligation of the Borrowers

hereunder or under any other Loan Document (including Taxes imposed or asserted on or

attributable to amounts payable under this Section) and any penalties, interest and reasonable

expenses arising therefrom or with 60;respect thereto, whether or not such Taxes were correctly or

legally imposed or asserted by the relevant Governmental Authority. A certificate as to the

amount of such payment delivered to the Borrowers by the Lender, shall be conclusive absent

manifest error.

(c) As soon as practicable after any payment of Taxes by the Borrowers to a

Governmental Authority, the Borrowers shall deliver to the Lender the original or a certified

copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the

return reporting such payment or other evidence of such payment reasonably satisfactory to the

Lender.

(d) If the Lender determines, in its sole discretion, that it has received a refund

of any Taxes as to which it has been indemnified by the Borrowers pursuant to this Section 5.10,

it shall pay over such refund to the Borrowers (but only to the extent of indemnity payments

made by the Borrowers under this Section 5.10 with respect to the Taxes giving rise to such

refund), net of all reasonable out-of-pocket expenses of the Lender and without interest (other

than any interest paid by the relevant Governmental Authority with respect to such refund);

provided, however, that the Borrowers, upon the request of the Lender, agrees to repay the amount paid over to the Borrowers (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Lender in the event the Lender is required to repay such

refund to such Governmental Authority. Nothing contained in this Section 5.10 shall require the Lender to make available its tax returns (or any other i nformation relating to its Taxes which it

deems confidential) to the Borrowers or any other Person.

21

(e) Without prejudice to the survival of any other agreement of the Borrowers

hereunder, the agreements and obligations of the Borrowers contained in this Section 5.10 shall

urvive the termination of this Agreement.

ARTICLE VI

REPRESENTATIONS AND WARRANTIES

Each of the Loan Parties represents and warrants to the Lender that:

Section 6.01. Organization; Powers. Each of the Loan Parties is duly

organized, validly existing and in good standing under the laws of its jurisdiction of

incorporation, has all requisite corporate power and authority to carry on its business as now

conducted and, except where the failure to do so, individually or in the aggregate, could not

reasonably be expected to result in a Material Adverse Effect, is qualified to do business in,

and is in good standing in, every jurisdiction where such qualification is required.

Section 6.02. Authorization; Enforceability. The Transactions to be entered into

by each Loan Party are within such Loan Party’s corporate or individual, as the case may be, powers. The Transactions to be entered into by each Loan Party have been duly authorized by all

necessary corporate and, if required, stockholder action. This Agreement has been duly executed and delivered by each Loan Party and constitutes, and each other Loan Document to which any Loan Party is to be a party, when executed and delivered by such Loan Party, will constitute, a

legal, valid and binding obligation of such Loan Party (as the case may be), enforceable in

accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of

equity, regardless of whether considered in a proceeding in equity or at law.

Section 6.03. Governmental Approvals; No Conflicts. The Transactions (a) do

not require any consent or approval of, registration or filing with, or any other action by, any

Governmental Authority, except such as have been obtained or made and are in full force and

effect and except filings necessary to perfect Liens created under the Security Documents, (b)

will not violate any applicable law or regulation or the charter, by-laws or other organizational

documents of any Loan Party or any order of any Governmental Authority, (c) will not violate or

result in a default under any indenture, agreement or other instrument evidencing or governing

any material indebtedness or any other material indenture, agreement or other instrument binding

upon any Loan Party or its assets, or give rise to a right thereunder to require any payment to be

made by any Loan Party, and (d) will not result in the creation or imposition of any Lien on any

asset of any Loan Party, except Liens created under the Security Documents.

Section 6.04. Financial Condition; No Material Adverse Change.

(a) UHI has heretofore furnished to the Lender the consolidated balance sheet

and statements of income, equity and cash flows of AMERCO as of and for the fiscal year ended

March 31, 2004, and the consolidated balance sheet and statements of income, stockholders

equity and cash flows of AMERCO as of and for the fiscal quarter ended December 31, 2004,

22

 each certified by a Financial Officer of UHI or AMERCO. Such financial statements present

 fairly, in all material respects, the financial position and results of operations and cash flows of

 AMERCO as of such dates and for such periods in accordance with GAAP, subject to year end

 audit adjustments. As of the date hereof, no Loan Party has any liabilities in excess of

 $25,000,000 except as disclosed on Schedule 6.04.

(b) Since March 31, 2005, there has been no material adverse change in the

business, condition (financial or otherwise), operations, performance or properties of AMERCO,

UHI or the Borrowers.

Section 6.05. Properties; Liens and Licenses.

(a) Each of the Loan Parties has good title to, or valid leasehold interests in,

or licenses of or easements for all the real and personal property material to its business, except

for minor defects in title that do not interfere with its ability to conduct its business as currently conducted or to utilize such properties for their intended purposes, and none of such property is

subject to any Lien other than Permitted Encumbrances.

(b) Each of the Loan Parties owns, or is licensed&# 160;to use, all trademarks, trade

names, copyrights, patents and other intellectual property material to its business, and the use

thereof by the Loan Parties does not infringe upon the rights of any other Person, except for any

such infringements that, individually or in the aggregate, could not reasonably be expected to

result in a Material Adverse Effect.

(c) Each of the Loan Parties has all licenses and permits that are material to

the business of such Loan Party. Each license or permit that is material to the business of the

Loan Parties, is valid and in full force and effect, and each of the Loan Parties is in compliance

in all material respects with the terms and conditions thereof.

Section 6.06. Litigation Matters. There are no actions, suits or proceedings by or

before any arbitrator or Governmental Authority pending against or, to the knowledge of any

Loan Party, threatened against or 0;affecting the Loan Parties (i) as to which there is a reasonable

possibility of an adverse determination and that, if adversely determined, could reasonably be

expected, individually or in the aggregate, to result in a Material Adverse Effect or (ii) that

involve any of the Loan Documents or the Transactions.

Section 6.07. Compliance with Laws and Agreements. Each of the Loan Parties

is in compliance with all laws, regulations and orders of any Governmental Authority applicable

to it or its property and all indentures, agreements and other instruments binding upon it or its property, except where the failure to do so, individually or in the aggregate, could not reasonably

be expected to result in a Material Adverse Effect. No Default has occurred and is continuing.

Section 6.08. Investment and Holding Company Status. None of the Loan

Parties is (a) an “investment company” as defined in, or subject to regulation under, the

Investment Company Act of 1940 or (b) a “holding company” as defined in, or subject to

regulation under, the Public Utility Holding Company Act of 1935.

23

Section 6.09. Taxes. Each of the Loan Parties has timely filed or caused 0;to be

filed all Tax returns and reports required to have been filed and has paid or caused to be paid all

Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by

appropriate proceedings and for which the applicable Loan Party has set aside on its books

adequate reserves or (b) the filing of local Tax returns and reports to the extent that the failure to

do so, individually or in the aggregate, could not reasonably be expected to result in a Material

Adverse Effect.

Section 6.10. ERISA. Each Plan has been administered in compliance with all

applicable laws except for such ;instances of noncompliance as have not resulted in and could not

reasonably be expected to result in a Material Adverse Effect. No ERISA Event has occurred or

is reasonably expected to occur that, when taken together with all other such ERISA Events for

which liability is reasonably expected to occur, could reasonably be expected to result in a

Material Adverse Effect. The present value of all accumulated benefit obligations under each

Plan (based on the assumptions used for purposes of Statement of Financial Accounting

Standards No. 87) did not, as of the date of the most recent financial statements of AMERCO

reflecting such amounts, exceed the fair market value of the assets of such Plan, and the present

value of all accumulated benefit obligations of all underfunded Plans (based on the assumptions

used for purposes of Statement of Financial Accounting Standards No. 87) did not, as of the date

of the most recent financial statements of AMERCO reflecting such amounts, exceed the fair

market value of the assets of all such underfunded Plans.

Section 6.11. Disclosure. Each of the Loan Parties has disclosed to the Lender

all agreements, instruments and corporate or other restrictions to which any of the Loan Parties is subject that, individually or in the aggregate, could reasonably be expected to result in a Material

Adverse Effect. None of the reports, financial statements, certificates or other information furnished by or on behalf of any Loan Party to the Lender in connection with the negotiation of this Agreement or any other Loan Document or delivered hereunder or thereunder, including any

Monthly Settlement Report, contains any material misstatement of fact or omits to state any

material fact necessary to make the statements therein, taken as a whole, in the light of the

circumstances under which they were made, not misleading; provided that, with respect to projected financial information, each of the Loan Parties represents only that such information

was prepared in good faith based upon assumptions believed to be reasonable at the time.

Section 6.12. The Collateral. The Collateral is owned by the Person granting

each security interest in such Collateral under any Security Document, free and clear of any Lien

or other adverse claim except as contemplated under the Loan Documents. Each of the

representations and warranties of the Loan Parties contained herein are true and correct. No

agreements have been executed and delivered pursuant to which a Person pledges or grants, or

purports to pledge or grant, any Lien, other& #160;than Permitted Encumbrances, on the Collateral to

ny Person other than the Lender.

With respect to the Borrowers, the Security Agreement is effective to create in

favor of the Lender, a legal, valid and enforceable security interest in the Collateral and, upon the

filing of the necessary financing 60;statements in the offices specified in the Security Agreement, or

the filing of liens on Vehicles in the offices specified in the Security Agreement, as applicable,

the interest of the Lender in the Collateral will be perfected under Article 9 of the UCC or the

24

 applicable state motor vehicle law, as applicable, prior to and enforceable against all creditors of

 and purchasers from the Borrowers and all other Persons whatso ever (other than the Lender and

 its successors and assigns). On or prior to the date each Loan is made hereunder and each

 recomputation of the Borrowing Base, all financing statements and other documents required to

 be recorded or filed in order to perfect and protect the Lender’s interests in the Collateral against

 all creditors of and ;purchasers from the Borrowers and all other Persons whatsoever will have

 been duly filed in each filing office necessary for such purpose and all filing fees and taxes, if

 any, payable in connection with such filings shall have been paid in full.

Section 6.13. Liens on the Collateral. Effective immediately upon the Closing

Date, (a) no effective financing statement or other similar instrument covering any Collateral is

on file in any recording office, and (b) no Lien covering any Vehicle constituting Collateral is noted on the Certificate of Title of such Vehicle or on file in any title recording office, in each

case other than in favor of the Lender.

Section 6.14. Eligible Vehicle Collateral. As of the date of each Borrowing

Request, all Vehicles set forth in the Vehicle Schedule to be delivered with each Borrowing

Request are Eligible Vehicle Collateral.

Section 6.15. Insurance. Schedule 6.15 sets forth a description of all insurance

maintained by or on behalf of the Loan Parties as of the date of this Agreement including all

policies covering the Collateral. As of the date of this Agreement, all premiums in respect of

such insurance have been paid.

Section 6.16. Labor Matters. As of the date hereof, there are no strikes, lockouts

or slowdowns against any Loan Party pending or, to the knowledge of any of the Loan Parties,

threatened. The hours worked by and payments made to employees of the Loan Parties have not been in violation of the Fair Labor Standards Act or any other applicable Federal, state, local or

foreign law dealing with such matters. All payments due from any Loan Party, or for which ;any

claim may be made against any Loan Party, on account of wages and employee health and welfare insurance and other benefits, have been paid or accrued as a liability on the books of the

applicable Loan Party. The consummation of the Transactions will not give rise to any right of

termination or right of renegotiation on the part of any union under any collective bargaining

agreement to which any Loan Party is bound.

Section 6.17. Security Documents. The representations and warranties in each

Security Document are true and correct.

Section 6.18. Margin Regulations. No proceeds of any Loan will be used,

directly or indirectly, by the Loan Parties for the purpose of purchasing or carrying any Margin

Stock or for the purpose of reducing or retiring any Indebtedness which was originally incurred

to purchase or carry Margin Stock. No part of the proceeds of any Loan will be used, whether

directly or indirectly, and whether immediately, incidentally or ultimately, for any purpose that

entails a violation of, or that is inconsis tent with, the provisions of the Regulations of the Board,

including Regulation T, U or X.

25

ARTICLE VII CONDITIONS

Section 7.01. Effective Date. This Agreement shall become effective on the date

on which each of the following conditions is satisfied (or waived in accordance with Section

12.02):

(a) The Lender shall have received from each party hereto either (i) a

counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory
to the Lender (which may include telecopy transmission of a signed signature page of this

Agreement) that such party has signed a counterpart of this Agreement.

(b) The Lender shall be satisfied that all fees and other amounts due and

payable to them hereunder on or prior to the Effective Date, including, to the extent invoiced,

reimbursement or payment of all legal fees and expenses and all other expenses required to be< /div>
reimbursed or paid by the Loan Parties hereunder or under any other Loan Document, have been

paid or will be paid on the Effective Date.

(c) The Lender shall have received counterparts of the Fee Letter signed on behalf of each Loan Party thereto.

(d) The Lender shall have received (i) counterparts of the Security Documents

(other than Certificates of Title) signed on behalf of the Loan Party that is a party thereto, and (ii) evidence satisfactory to the Lender that all documents and instruments, including UCC financing

statements (including any amendments to such financing statements) and Certificates of Title with respect to all Vehicles constituting Collateral, required by law or reasonably requested by

the Lender to be filed, registered or recorded to create or perfect the Liens intended to be created under the Security Documents, and to protect the ownership interests of the Borrowers in (and

the Liens of the Security Documents on) all Collateral, have been so filed, registered or recorded.

(e) The Lender shall have received a new original Note, executed and delivered by the Borrowers.

 The Lender shall notify the Borrowers of the Effective Date, and such notice shall be conclusive

 and binding. Notwithstanding the foregoing, the obligations of the Lender to make Loans

 hereunder shall not become effective unless each of the foregoing conditions is satisfied (or

 waived pursuant to Section 12.02) at or prior to 3:00 p.m., New York City time, on March 12,

 2007 (and, in the event such conditions are not so satisfied or waived, the Facility shall terminate

 at such time).

Section 7.02. Each Loan. The obligation of the Lender to make a Loan is subject

to the satisfaction of the following conditions:

(a) At the time of and immediately after giving effect to such Loan, the

representations and warranties of the Loan Parties set forth in this Agreement and the other Loan

Documents shall be true and correct in all respects on and as of the date of such Loan (or, in the

26

 case of any representation and warranty that expressly relates to an earlier date, on and as of such earlier date).

(b) At the time of and immediately after giving effect to such Loan no

Default, Event of Default or Borrowing Base Deficiency shall have occurred and be continuing.

(c) No Material Adverse Change shall have occurred.

(d) The Borrowers shall have delivered to the Lender (i) a Borrowing Request

and a Borrowing Base Certificate, 60;calculated as of a date not more recent than two (2) Business

Days prior to the date of the related Borrowing Request, in connection with such Loan showing

no Borrowing Base Deficiency and (ii) a certificate of the type required by Section 4.02(b), if applicable.

 Each Loan shall be deemed to constitute a representation and warranty by the Borrowers on the

 date thereof as to the matters specified in paragraphs (a), (b), (c) and (d) of this Section 7.02.

ARTICLE VIII

AFFIRMATIVE COVENANTS

Until the Commitments have expired or been t erminated and the principal of and

interest on each Loan and all fees and other amounts payable hereunder shall have been paid in

full, each of the Loan Parties covenants and agrees with the Lender that:

Section 8.01. Financial Statements and Other Information. The Loan Parties shall furnish to the Lender:

(a) within 90 days after the end of each fiscal year of AMERCO, the audited

consolidated balance sheet of AMERCO (or, if any of the Loan Parties shall cease to be

consolidated with AMERCO for financial accounting purposes, of each such Loan Party, as

applicable) and its consolidated subsidiaries and related statements of operations, stockholders’

equity and cash flows as of the end of and for such year, setting forth in each case in comparative

form the figures for the previous fiscal year, all reported on by BDO Seidman, LLP or other

independent public accountants of recognized national standing (without a “going concern” or

like qualification or exception and without any qualification or exception as to the scope of such

audit) to the effect that such financial statements present fairly in all material respects the

financial condition and results of operations of AMERCO (or, if any of the Loan Parties shall

cease to be consolidated with AMERCO for financial accounting purposes, of each such Loan

Party, as applicable) and its consolidated subsidiaries on a consolidated basis in accordance with

GAAP consistently applied;

(b) within 45 days after the end of each of the first three fiscal quarters of

each fiscal year of AMERCO, the consolidated balance sheet of AMERCO (or, if any of the

Loan Parties shall cease to be consolidated with AMERCO for financial accounting purposes, of

each such Loan Party, as applicable) and related statements of operations and cash flows as of

the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth

in each case in comparative form the figures for the corresponding period or periods of (or, in the

27

 case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its

 Financial Officers as presenting fairly in all material respects the financial condition and results

 of operations of AMERCO (or, if any of the Loan Parties shall cease to be consolidated with

 AMERCO for financial accounting purposes, of each such Loan Party, as applicable) and its

 consolidated subsidiaries on a consolidated basis in acco rdance with GAAP consistently applied,

 subject to normal year-end audit adjustments and the absence of footnotes;

(c) concurrently with any delivery of AMERCO’s (or a Loan Party’s, as

applicable) financial statements under clause (a) and (b) above, a certificate of a Financial

Officer of each of the Loan Parties (i) certifying as to whether a Default has occurred and, if a

Default has occurred, specifying the details thereof and any action taken or proposed to be taken

ith respect thereto and (ii) stating whether any change in GAAP or in the application thereof

that materially affects AMERCO’s (or a Loan Party’s, as applicable) consolidated financial

statements accompanying such certificate (it being understood that any change that would affect

compliance with any covenant set forth herein or the Applicable Rate shall be considered

material) has occurred since the date of AMERCO’s (or a Loan Party’s, as applicable) audited

financial statements referred to in Section 6.04 and, if any such change has occurred, specifying

the effect of such change on the financial statements accompanying such certificate;

(d) concurrently with any delivery of financial statements under clause (a)

above, a certificate of the accounting firm that reported on such financial statements stating

whether they obtained knowledge during the course of their examination of such financial

statements of any Default (which certificate may be limited to the extent required by accounting

rules or guidelines);

(e) promptly after the same become publicly available, copies of all periodic

and other reports, proxy statements and other materials filed by AMERCO or any Loan Party

with the Securities and Exchange Commission, or any Governmental Authority succeeding to

any or all of the functions of said Commission, or with any national securities exchange, or

financial information or other material information distributed by AMERCO or any Loan Party

to its stockholders generally, as the case may be;

(f) promptly following any request therefor, such other information regarding

the operations, business affairs and financial condition of AMERCO or any Loan Party, or

compliance with the terms of any Loan Document, as the Lender may reasonably request; and

(g) on a quarterly basis, a report of the name 0;and location of all Persons that

rent Vehicles on behalf of the Borrowers and their Affiliates in the ordinary course of business

pursuant to a Dealership Contract, as of the date of such report.

Section 8.02. Notices of Material Events.

(a) Each Loan Party shall furnish to the Lender writ ten notice of the following promptly upon obtaining knowledge thereof:

(i) the occurrence of any Default;

28

(ii) the filing or commencement of any action, suit or proceeding by or

before any arbitrator or Governmental Authority against or affecting any Loan Party or

any Affiliate thereof that, if adversely deter mined, could reasonably be expected to result

in a Material Adverse Effect; and

(iii) any other development that results in, or could reasonably be expected

to result in, a Material Adverse Effect.

(b) Each notice delivered under this Section shall be accompanied by a

statement of a Financial Officer or other executive officer of any of the Loan Parties setting forth

the details of the event or development requiring such notice and any action taken or proposed to

be taken with respect thereto.

Section 8.03. Information Regarding Collateral. Each of the Loan Parties shall

furnish to the Lender prompt written notice of any change (i) in corporate name of the Borrowers

or in any trade name used to identify any Loan Party in the conduct of its business or in the

ownership of its properties, (ii) in the jurisdiction where any Loan Party is located for the

purposes of the UCC, or any Vehicle constituting Collateral has been titled with the applicable

state agency or department, or in which all UCC financing statements and other appropriate

filings, recordings or registrations, containing a description of the Collateral have been filed of

record in each governmental, municipal or other appropriate office in such jurisdiction to the

extent necessary to perfect the security interests under the Security Documents, (iii) in the

identity or corporate structure of any Loan Party or (iv) in the Federal Taxpayer Identification

Number of any Loan Party. No Loan Party shall effect or permit any change referre d to in the

preceding sentence unless all filings have been made under the UCC or otherwise that are

required in order for the Lender to continue at all times following such change to have a valid,

legal and perfected security interest in all the Collateral.

Section 8.04. Existence; Conduct of Business. Each Loan Party shall do or

cause to be done all things necessary to preserve, renew and keep in full force and effect its legal

existence and the rights, licenses, 0;permits, privileges and franchises material to the conduct of its business.

Section 8.05. Payment of Obligations. Each Loan Party shall pay its

Indebtedness and other obligations, including Tax liabilities, before the same shall become

delinquent or in default, except where (i) the validity or amount thereof is being contested in

good faith by appropriate proceedings, (ii) such Loan Party has set aside on its books adequate

reserves with respect thereto in accordance with GAAP, (iii) such contest effectively suspends

collection of the contested obligation 0;and the enforcement of any Lien securing such obligation

and (iv) the failure to make payment pending the resolution of such contest could not reasonably

be expected to result in a Material Adverse Effect.

Section 8.06. Maintenance of Properties. Each Loan Party shall keep and

maintain all Collateral, and all other property material to the conduct of its business in good

working order and condition, ordinary wear and tear excepted.

29

Section 8.07. Insurance. The Loan Parties shall, at their own expense, maintain

at all times and keep in full force and effect policies of insurance with respect to the properties of

the Loan Parties constituting Collateral, including general and vicarious liability insurance

(including bodily injury coverage) related to the Vehicles (updated from time to time to reflect any changes to the Vehicles constituting Collateral) in such amounts, against such risks and with such terms (including deductibles, limits of liability and loss payment provisions) as are required

by applicable law and consistent with industry standards. All such insurance policies shall be in

form, substance and insured amount satisfactory to the Lender, with standard coverage and

subject to deductibles and with reputable insurance companies, as may be reasonably required by

the Lender. If the Lender shall determine that a Material Adverse Change has occurred or if an

Event of Default shall have occurred, then within five Business Days after delivery by the Lender to the Borrowers of a written request therefor, the Borrowers shall cause the Lender to be

named as an additional insured under all such insurance policies.

Section 8.08. Books and Records; Inspection Rights. Each Loan Party shall

keep proper books of record and account in which full, true and correct entries are made of all

Collateral and transactions contemplated&# 160;by this Agreement. Each Loan Party shall permit any

representatives designated by the Lender, at the Borrowers’ expense, upon reasonable prior

notice, to visit and inspect its properties, to examine and make extracts from its books and

records, and to discuss its affairs, finances and condition with its officers and independent

accountants, all at such reasonable times and as often as reasonably requested. Any such

inspection shall be subject to the confidentiality restrictions set forth in Section 12.12.

Section 8.09. Compliance with Laws and Agreements. Each Loan Party shall

comply with all laws, rules, regulations and orders of any Governmental Authority (including

ERISA) applicable to it or its property and all indentures, agreements and other instruments

binding upon it or its property, except where the failure to do so, individually or in the aggregate,

could not reasonably be expected to result in a Material Adverse Effect.

Section 8.10. Use of Proceeds. The proceeds of the Loans shall be used solely

for working capital purposes or to satisfy the Borrowers’ obligations under the pre-existing

indebtedness.

Section 8.11. Further Assurances. Each Loan Party shall, and shall cause each

other Loan Party to, execute any and all further documents, financing statements, agreements and

instruments, and take all such further actions (including the filing and recording of financing

statements, Certificates of Title and other documents), which may be required under any

applicable law, or which the Lender may reasonably request, to effectuate the transactions

contemplated by the Loan Documents or to grant, preserve, protect or perfect the Liens created

or intended to be created by the Security Documents or the validity or priority of any such Lien,

all at the expense of the Loan Parties. Each Loan Party also agrees to provide to the Lender,

upon request, evidence reasonably satisfactory to the Lender as to the perfection and priority of

the Liens created or intended to be created by the Security Documents. Section 8.12. Casualty.

30

(a) Each Loan Party shall furnish to the Lender prompt& #160;notice of any casualty

or other damage to any portion of the Collateral having a value in excess of $25,000 or the

commencement of any action or proceeding for the taking of any Collateral or any part thereof or

interest therein by condemnation or similar proceeding.

(b) If any event described in paragraph (a) of this Section results in Net

Proceeds (whether in the form of insurance proceeds, or otherwise), the Lender is authorized to

collect such Net Proceeds and, if received by a Loan Party, such Net Proceeds shall be paid to

the Lender. All such Net Proceeds retained by or paid over to the Lender shall be held by the

Lender and released from time to time to pay the costs of repairing, restoring or replacing the

affected property in accordance with the terms of this Agreement and the applicable provisions

of the Security Documents, subject to the provisions of the Security Documents regarding

application of such Net Proceeds during a Default or an Event of Default.

(c) If any Net Proceeds retained by the Lender as provided above continue to

be held by the Lender on the date that any prepayment is due pursuant to Section 5.08 in respect

of the event resulting in such Net Proceeds, then such Net Proceeds shall be applied to prepay

Loans as provided in Section 5.08.

Section 8.13. Interest Rate Protection. The Borrowers agree to consult from

time to time with the Lender regarding the advisability of entering into swaps, caps or other

interest rate hedging agreements to limit the Borrowers’ exposure to interest payable under this

Agreement to develop a hedging strategy mutually agreeable to the Borrowers and the Lender.

ARTICLE IX

NEGATIVE COVENANTS

Until the Commitments have expired or terminated and the principal of and

interest on each Loan and all fees payable hereunder have been paid in full, each of the Loan

Parties covenants and agrees with the Lender that:

Section 9.01. Change in Control. Neither AMERCO nor any Loan Party shall

permit, consent to or acquiesce to any Change in Control without the prior written consent of Lender.

Section 9.02. Use of Collateral.

(a) Except as otherwise provided in clause (b) of this Section 9.02, no Loan

Party shall permit any tangible asset constituting Collateral to be located (i) outside the United

States or Canada, (ii) outside the possession of the Borrowers or its Affiliates, except, with

respect to Vehicles, when (A) consigned to the possession of a third party dealer pursuant to a

Dealership Contract rented to consumers in the ordinary course of Borrower’s business or, (B) in

transit to such locations, or (C) in transit to a third party purchaser who will become obligated on

a receivable upon receipt, (iii) on any property not owned by the Borrowers, except, with respect

to Vehicles, when rented in the ordinary course of Borrower’s business.

31

(b) This Section 9.02 shall not be construed to prohibit (i) the return of any asset

constituting Collateral to the vendor thereof or to third parties for repairs, services,

modifications or other similar purposes or (ii) the storage of any asset constituting Collateral in

any warehouse or similar facility.

Section 9.03. Negative Pledge. No Loan Party shall, directly or indirectly,

create, incur, assume or suffer to exist any Lien upon any Collateral, except for Permitted Encumbrances.

Section 9.04. Limitations on Fundamental Changes. No Loan Party shall,

directly or indirectly, enter into any merger, consolidation or amalgamation, or liquidate, wind

up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign,

transfer or otherwise dispose of, all or substantially all of its property, business or assets, or make

any material change in its present method of conducting business, except:

(a) any Subsidiary of a Loan Party may be merged or consolidated with or

into such Loan Party (provided that such Loan Party shall be the continuing or surviving corporation); or

(b) any merger, consolidation or amalgamation, or liquidation, winding up or

dissolution that would not reasonably be expected (i) to materially and adversely affect the rights

of the Lender hereunder, or (ii) to have a Material Adverse Effect.

 ARTICLE X

 EVENTS OF DEFAULT

Section 10.01. Events of Default. An “Event of Default” shall mean

the occurrence and continuation of one or more of the following events or conditions:

(a) the Borrowers, the Guarantor or the Servicer/Manager shall fail to pay any

principal of or interest (including any Borrowing Base Deficiency pursuant to Article V) on any

Loan or any fee or any other amount payable under this Agreement, within one Business Day of

when same shall become due and payable, whether at the due date thereof or at a date fixed for

prepayment thereof or otherwise;

(b) any representation or warranty made or deemed made by or on behalf of

any Loan Party in or in connection with any Loan Document or any amendment or modification

thereof or waiver thereunder, or in any report, certificate, financial statement or other document

furnished pursuant to or in connection with any Loan Document or any amendment or

modification thereof or waiver thereunder,& #160;shall prove to have been incorrect in any respect (or,

in the case of any representation or warranty that is not qualified as to materiality, in any material

respect) when made or deemed made;

(c) any Loan Party shall fail to observe or perform any covenant, condition or

agreement contained in any Loan Document, and such failure shall continue unremedied for a

period of 30 days after notice thereof from the Lender to the Borrowers;

32

(d) any Loan Party shall fail to make any payment (whether of principal or

interest and regardless of amount) in respect of any material Indebtedness, when

and as the same shall become due and payable (after giving effect to any period

of grace expressly applicable thereto);

(e) any event or condition occurs that results in any material Indebtedness

becoming due prior to its scheduled maturity or that enables or permits (after giving effect to any

period of grace expressly applicable thereto) the holder or holders of any material Indebtedness

or any trustee or agent on its or their behalf to cause any material indebtedness to become due, or

to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled

maturity; provided that this clause (f) shall not apply to secured Indebtedness that becomes due

as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness;

(f) an involuntary proceeding shall be commenced or an involuntary petition

shall be filed seeking (i) liquidation, reorganization or other relief in respect of AMERCO, UHI

or any of the Borrowers, or its debts, or of a substantial part of its assets, under any Federal, state

or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii)

the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for

AMERCO, UHI or any of the Borrowers, or for a substantial part of its assets, and, in any such

case, such proceeding or petition shall continue undismissed for 60 days or an order or decree

approving or ordering any of the foregoing shall be entered;

(g) AMERCO, UHI or any of the Borrowers shall (i) voluntarily commence

any proceeding or file any petition seeking liquidation, reorganization or other relief under any

Federal, state or foreign bankruptcy, ;insolvency, receivership or similar law now or hereafter in

effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any

proceeding or petition described in clause (g) of this Article, (iii) apply for or consent to the

appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for

AMERCO, UHI or any of the Borrowers or for a substantial part of its assets, (iv) file an answer

admitting the material allegations of a petition filed against it in any such proceeding, (v) make a
general assignment for the benefit of creditors or (vi) take any action for the purpose of effecting

any of the foregoing;

(h) AMERCO, UHI or any of the Borrowers shall become unable, admit in

writing its inability or fail generally to pay its debts as they become due;

(i) one or more judgments or decrees shall be entered against any Loan Party

involving in the aggregate a liability (not paid or fully covered by insurance) of $5,000,000 or

more, and all such judgments or decrees shall not have been vacated, discharged, stayed or

bonded pending appeal within 60 days from the entry thereof;

(j) any Lien on any material portion of the Collateral purported to be created

under the Security Documents shall cease to be, or shall be asserted by UHI or any of the

Borrowers not to be, a valid and perfected Lien on any Collateral, with the priority required by

the Security Documents and that could individually or in the aggregate have a material adverse

effect on the Collateral or the interests of the Lender under the Loan Documents, except as a

33

 result of the sale or other disposition of the applicable Collateral in a transaction permitted under

 the Loan Documents;

(k) the Guarantee Agreement shall cease to be in full force and effect, or the

Guarantor shall make an assertion to such effect in any judicial proceeding;

(l) an ERISA Event that when taken together with all other ERISA Events

that have occurred, could reasonably be expected to result in a Material Adverse Effect.

Section 10.02. Consequences of an Event of Default. If an Event of Default

specified in Section 10.01 hereof shall occur and be continuing, then, and in every such event
(other than an event with respect to the Borrowers described in clause (g) or (h) of

Section 10.01), upon notice from the Lender to the Borrowers, the Facility provided by this

Agreement shall immediately terminate, and the Outstanding Loans, together with accrued and

unpaid interest thereon, and all other Obligations, shall immediately become due and payable,

without presentment, demand, protest or other notice of any kind, all of which are hereby waived

by the Borrowers; and in case of any event with respect to the Borrowers described in clause (g)

or (h) of Section 10.01, the Facility provided by this Agreement shall automatically and

immediately terminate, and the Outstanding Loans, together with accrued and unpaid interest

thereon, and all other Obligations, shall immediately become due and payable, without

presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrowers.

Further, if an Event of Default specified in Section 10.01 hereof shall occur and be

continuing, then, and in every such event the Lender shall have the right to collect, receive,

appropriate or realize upon the Collateral or otherwise foreclose or enforce Lender’s security

interests in any or all Collateral in any manner permitted by the Security Agreement.

ARTICLE XI

RESERVED

Section 11.01. Reserved.

 ARTICLE XII

 MISCELLANEOUS

 Section 12.01. Notices. Except in the case of notices and other communications

 expressly permitted to be given by telephone, all notices and other communications provided for

 herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by

 certified or registered mail or sent by telecopy, as follows:

(a) if to U-Haul Leasing & Sales Co., to it at 1325 Airmotive Way, Reno, NV

89502-3239, Attention: Rocky Wardrip (Facsimile No. (775) 688-6338);

(b) if to UHI, in any capacity, or U-Haul Co. of Arizona, to such party at 2727

N. Central Avenue, Phoenix, AZ 85004, Attention: Jennifer Settles (Facsimile No. (602)

263-6173); and

34

(c) if to the Lender, to it at 4 World Financial Center, 10th Floor, New York,

NY 10080, Attention: Jeffrey Cohen (Facsimile No. (212) 449-9015).

 Any party hereto may change its address or telecopy number for notices and other

 communications hereunder by notice to the other parties hereto. All notices and other

 communications given to any party hereto in accordance with the provisions of this Agreement

 shall be deemed to have been given on the date of receipt. All payments hereunder shall be

 made in accordance with the wire instructions specified on Exhibit K hereto, or to such other

 payment address as may be specified in writing by the applicable payee party to the other parties hereto.

Section 12.02. Waivers; Amendments.

(a) No failure or delay by the Lender in exercising any right or power

hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any

single or partial exercise of any such right or power, or any abandonment or discontinuance of

steps to enforce such a right or power, preclude any other or further exercise thereof or the

exercise of any other right or power. The rights and remedies of the Lender hereunder and under

the other Loan Documents are cumulative and are not exclusive of any rights or remedies that

they would otherwise have. No waiver of any provision of any Loan Document or consent to

ny departure by any Loan Party therefrom shall in any event be effective unless the same shall

be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective

only in the specific instance and for the purpose for which given. Without limiting the generality

of the foregoing, the making of a Loan shall not be construed as a waiver of any

Default, regardless of whether the Lender may have had notice or knowledge of such Default at the time.

(b) Neither this Agreement nor any other Loan Document nor any provision

hereof or thereof may be waived, amended or modified except, in the case of this Agreement,

pursuant to an agreement or agreements in writing entered into by the Borrowers and the Lender

or, in the case of any other Loan Document, pursuant to an agreement or agreements in writing

entered into by the Loan Party or Loan Parties that are parties thereto with the consent of the

Lender; provided that no such agreement shall (i) increase the Commitment of the Lender

without the written consent of the Lender, (ii) reduce the principal amount of any Loan or reduce

the rate of interest on such Loan, or reduce any fees payable hereunder, without the written

consent of the Lender, (iii) postpone the scheduled date of payment of the principal amount of

any Loan or any interest thereon, or any fees payable hereunder, or reduce the amount of, waive

or excuse any such payment, or postpone the scheduled date of expiration of any Commitment,

without the written consent of the Lender, (iv) change any of the provisions of this Section

without the written consent of the Lender, (v) release all or any substantial part of the Collateral

from the Liens of the Security Documents (except as expressly provided herein or therein),

without the written consent of the Lender, or (vi) release of UHI from its guarantee under the

Guarantee Agreement (except as expressly provided in the Guarantee Agreement) or limit or

condition its obligations thereunder, without the written consent of the Lender.

Section 12.03. Expenses; Indemnity; Damage Waiver.

35

(a) The Borrowers shall pay (i) all costs and expenses incurred by the Lender,

including the reasonable fees, charges and disbursements of counsel for the Lender, in

connection with the negotiation, preparation, execution and delivery of the Loan Documents

(including expenses incurred in connection with its due diligence activities) and (ii) all costs and

expenses incurred by the Lender, including the reasonable fees, charges and disbursements of

any counsel for the Lender, in connection with (A) the enforcement or protection of its rights in

connection with the Loan Documents, including its rights under this Section, or in connection

with the Loans made hereunder, including all such costs and expenses incurred during any

workout, restructuring or negotiations in respect of such Loans, and (B) in the case of the

Lender, the administration of, and any amendments, modifications, waivers or supplements of or

to the provisions of, any of the Loan Documents.

(b) The Borrowers shall indemnify the Lender, and each Related Party of any

of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses,

including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of

(i) the execution or delivery of any Loan Document or any other agreement or instrument contemplated hereby, the performance by the parties to the Lo an Documents of their respective

obligations thereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or the use of the proceeds therefrom, or (iii) any actual or

prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses have resulted from the

gross negligence or willful misconduct of such Indemnitee.

(c) To the extent permitted by applicable law, the Borrowers shall not assert,

and each of them hereby waives, any claim against any Indemnitee, on any theory of liability, for

special, indirect, consequential or punitive damages (as opposed to direct or actual damages)

arising out of, in connection with, or as a result of, this Agreement or any agreement or

instrument contemplated hereby, the Transactions, any Loan or the use of the proceeds thereof.

(d) All amounts due under this Section shall be payable not later than 30 days after written demand therefor.

Section 12.04. Successors and Assigns.

(a) The provisions of this Agreement shall be binding&# 160;upon and inure to the

benefit of the parties hereto and their respective successors and assigns permitted hereby, except

that a Loan Party may not assign or otherwise transfer any of its rights or obligations hereunder

without the prior written consent of the Lender (and any attempted assignment or transfer by any

Loan Party without such consent ;shall be null and void). Nothing in this Agreement, expressed

or implied, shall be construed to confer upon any Person (other than the parties hereto, their

respective successors and assigns permitted hereby and, to the extent expressly contemplated

hereby, the Related Parties of the Lender) any legal or equitable right, remedy or claim under or

by reason of this Agreement.

36

(b) The Lender may, without the consent of the Loa n Parties, assign all or a

portion of its rights and obligations under this Agreement (including all or a portion of its

Commitment and the Loans at the time owing to it); provided that (i) except in the case of an

assignment to an Affiliate of MLCFC or its successors or assigns, or an assignment of the entire

remaining amount of the Lender’s Commitment or entire remaining Loans, the amount of the

Commitment and Loans of the assigning Lender subject to each such assignment (determined as

of the date the Assignment and Acceptance with respect to such assignment is delivered by the

assigning Lender) shall not be less than $5,000,000 unless the Borrowers otherwise consent, (ii)

each partial assignment shall be made as an assignment of a proportionate part of all the

assigning Lender’s rights and obligations under this Agreement, except that this clause (ii) shall

not be construed to prohibit the assignment of a proportionate part of all of the assigning

Lender’s rights and obligations in respect of (A) Loans, (B) Loans separately from (or without

assigning) Commitments or (C) Commitments separately from (or without assigning) Loans, (iii)

the parties to each assignment shall execute and deliver an Assignment and Acceptance, and (iv)

the assignee, if it shall not be a Lender hereunder prior to such assignment, shall deliver to the

Borrowers its notice and payment information. Subject to acceptance and recording thereof

pursuant to paragraph (d) of this Section, from and after the effective date specified in each

Assignment and Acceptance the assignee thereunder shall be a party hereto and, to the extent of

the interest assigned by such Assignment and Acceptance, have the rights and obligations of a

Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the

interest assigned by such Assignment and Acceptance, be released from its obligations under this

Agreement (and, in the case of an Assignment and Acceptance covering all of the assigning

Lender’s rights and obligations under this Agreement, the Lender shall cease to be a party hereto

but shall continue to be entitled to the benefits of Sections 5.09, 5.10 and 12.03). Any

assignment or transfer by the Lender of rights or obligations under this Agreement that does not

comply with this paragraph shall be treated for purposes of this Agreement as a sale by the

Lender of a participation in such rights and obligations in accordance with paragraph (c) of this Section.

(c) The Lender may, without the consent of the Loan Parties, sell

participations to one or more Persons (a “Participant”) in all or a portion of the Le nder’s rights

and obligations under this Agreement (including all or a portion of its Commitments and the

Loans owing to it); provided that (i) the Lender’s obligations under this Agreement shall remain

unchanged, (ii) the Lender shall remain solely responsible to the other parties hereto for the

performance of such obligations and (iii) the Loan Parties shall continue to deal solely and

directly with the Lender in connection with the Lender’s rights and obligations under this

Agreement. Any agreement or instrument pursuant to which the Lender sells such a

participation shall provide that the Lender shall retain the sole right to enforce the Loan

Documents and to approve any amendment, modification or waiver of any provision of the Loan

Documents; provided that such agreement or instrument may provide that the Lender will not,

without the consent of the Participant, agree to any amendment, modification or waiver

described in the first proviso to Section 12.02(b) that affects such Participant. Subject to

paragraph (f) of this Section, the Loan Parties agree that each Participant shall be entitled to the

benefits of Sections 5.09 and 5.10 to the same extent as if it were a Lender and had acquired its

interest by assignment pursuant to paragraph (b) of this Section provided that such Participant

agrees to be subject to Sections 5.10(f) as though it was a Lender. To the extent permitted by

law, each Participant also shall be entitled to the benefits of Section 12.08 as though it were a

37

 Lender, provided such Participant agrees to be subject to Section 5.15(c) as though it were a

 Lender.

(d) The Lender may at any time pledge or assign a security interest in all or

any portion of its rights under this Agreement to secure obligations of the Lender, including any

pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section shall not

apply to any such pledge or assignment of a security interest; provided that no such pledge or

assignment of a security interest shall release the Lender from any of its obligations hereunder or

substitute any such pledgee or assignee for the Lender as a party hereto.

Section 12.05. Survival. All covenants, agreements, representations and

warranties made by the Loan Parties in the Loan Documents and in the certificates or other

instruments delivered in connection with or pursuant to this Agreement or any other Loan

Document shall be considered to have been relied upon by the other parties hereto and shall

survive the execution and delivery of the Loan Documents and the making of any Loans,

regardless of any investigation made by any such other party or on its behalf and notwithstanding

that the Lender may have had notice or knowledge of any Default or incorrect representation or

warranty at the time any credit is extended hereunder, and shall continue in full force and effect

as long as the principal of or any accrued interest on any Loan or any fee or any other amount

payable under this Agreement is outstanding and unpaid and so long as the Commitments have

not expired or terminated. The provisions of Sections 5.09, 5.10 and 12.03 and Article XI shall

survive and remain in full force and effect regardless of the consummation of the transactions

contemplated hereby, the repayment of the Loans, the expiration or termination of the

Commitments or the termination of this Agreement or any provision hereof.

Section 12.06. Counterparts; Integration; Effectiveness. This Agreement may be

executed in counterparts (and by different parties hereto on different counterparts), each of which

shall constitute an original, but all of which when taken together shall constitute a single

contract. This Agreement, the other Loan Documents and any separate letter agreements with

respect to fees payable to the Lender constitute the entire contract among the parties relating to

the subject matter hereof and supersede any and all previous agreements and understandings, oral

or written, relating to the subject matter hereof. Except as provided in Section 7.01(a), this

Agreement shall become effective when it shall have been executed by the Lender and when the

Lender shall have received counterparts 60;hereof which, when taken together, bear the signatures

of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of

the parties hereto and their respective successors and assigns. Delivery of an executed

counterpart of a signature page ;of this Agreement by telecopy shall be effective as delivery of a

manually executed counterpart of this Agreement.

Section 12.07. Severability. Any provision of this Agreement held to be invalid,

illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the

extent of such invalidity, illegality or unenforceability without affecting the validity, legality and

enforceability of the remaining prov isions hereof; and the invalidity of a particular provision in a

particular jurisdiction shall not invalidate such provision in any other jurisdiction.

Section 12.08. Right of Setoff. If an Event of Default shall have occurred and be

continuing, the Lender and each of its Affiliates is hereby authorized at any time and from time

38

 to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general

 or special, time or demand, provisional or final) at any time held and other obligations at any

 time owing by the Lender or Affiliate to or for the credit or the account of the Borrowers against

 any of and all the obligations of the Borrowers now or hereafter existing under this Agreement

 held by the Lender, irrespective of whether or not the Lender shall have made any demand under

 this Agreement and although such obligations may be unmatured. The rights of the Lender

 under this Section are in addition to other rights and remedies (including other rights of setoff)

 which the Lender may have.

Section 12.09. Governing Law; Jurisdiction; Consent to Service of Process.

(a) THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED

BY THE LAW OF THE STATE OF NEW YORK.

(b) UHI and the Borrowers hereby irrevocably and unconditionally submits,

for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern

District of New York, and any appellate court from any thereof, in any action or proceeding

arising out of or relating to any Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably a nd unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New

York State or, to the extent permitted by 60;law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other

Loan Document against the Borrowers or its properties in the courts of any jurisdiction.

(c) UHI and the Borrowers hereby irrevocably and unconditionally waives, to

the fullest extent it may legally and effectively do so, any objection which it may now

or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to

this Agreement or any other Loan Document in any court referred to in paragraph (b) of this

Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(d) Each of the Servicer/Manager, the Guarantor and each Borrower hereby

irrevocably agrees that service of process in any such action or proceeding may be effected by

mailing a copy thereof by registered or ce rtified mail (or any substantially similar form of mail),

postage prepaid, to such Person at its address set forth in Section 12.01 or at such other address

of which the Lender shall have been notified pursuant thereto. Nothing in this Agreement or any

other Loan Document will affect the right of any party to this Agreement to serve process in any

other manner permitted by law.

Section 12.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO

HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,

ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING

39

 DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT,

 ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY

 (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY

 HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF

 ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH

 OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE

 THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER

 PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY,

 AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

Section 12.11. Headings. Article and Section headings and the Table of

Contents used herein are for convenience of reference only, are not part of this Agreement

and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

Section 12.12. Confidentiality. The Lender agrees to maintain the confidentiality

of the Information (as defined below) and not use the Information for any purpose not

contemplated by this Agreement, except that Information may be disclosed (a) to its and its

Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and

other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority, (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party

to this Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or any other& #160;Loan Document or the enforcement

of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially

the same as those of this Section, to any assignee of or Participant in, or any prospective assignee

of or Participant in, any of its rights or obligations under this Agreement, (g) with the consent of UHI or the Borrowers or (h) to the extent such Information (i) becomes publicly available other

than as a result of a breach of this Section or (ii) becomes available to the Lender on a nonconfidential basis from a source other than UHI or the Borrowers. For the purposes of this

Section, “Information” means all information received from UHI or the Borrowers relating to UHI or the Borrowers or its business, other than any such information that is publicly available

or available to the Lender on a nonconfidential basis prior to disclosure by UHI or the

Borrowers, provided that such information is identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would

accord to its own confidential information.

Section 12.13. Joint and Several Liability of Borrowers. Each Borrower

acknowledges and agrees that, whether or not specifically indicated as such in a Loan Document,

all Obligations shall be joint and several Obligations of each individual Borrower, and in

furtherance of such joint and several Obligations, each Borrower hereby irrevocably and

unconditionally guarantees the payment of all Obligations of each other Borrower. Each

Borrower hereby acknowledges and agrees that such Borrower shall be jointly and severally

40

 liable to the Lender for all representations, warranties, covenants, obligations and indemnities of the Borrowers hereunder.

[Signature Page Follows]

41

Schedule 6.04

Liabilities (in Excess of $25,000,000)

1. U-Haul International, Inc. is the guarantor of all obligations under that Amended and

Restated Credit Agreement among Amerco Real Estate Company, Amerco Real Estate Company

of Texas, Inc., Amerco Real Estate Company of Alabama, Inc., U-Haul Co. of Florida, U-Haul International, Inc. and Merrill Lynch Commercial Finance Corp., dated as of June 8, 2005,

as amended, in the amount of $500,000,000.

2. U-Haul International, Inc. is the guarantor of certain obligations under the $240,000,000,

in aggregate amount, of CMBS loans originated by Merrill Lynch Mortgage Lending, Inc. to

affiliates of U-Haul International, Inc., dated June 8, 2005.

3. U-Haul International, Inc. is the guarantor of certain obligations under the $240,000,000,

in aggregate amount, of CMBS loans originated by Morgan Stanley Mortgage Capital, Inc. to

affiliates of U-Haul International, Inc., dated June 8, 2005.

4. U-Haul Leasing & Sales Co. is the lessee under a Master Equipment Lease, between AIG

Commercial Equipment Finance, Inc., as lessor and U-Haul Leasing & Sales Co., dated

March 29, 2005, in the amount of $42,818,676.35.

5. U-Haul Leasing & Sales Co. is the lessee under a Master Equipment Lease, between

Banc of America Leasing & Capital, LLC, as lessor and U-Haul Leasing & Sales Co., dated

December 19, 1997, in the amount of $54,696,396.62.

6. U-Haul Leasing & Sales Co. is the lessee under a Master Equipment Lease, between

General Electric Capital Corporation, as lessor and U-Haul Leasing & Sales Co., dated

October 22, 2004, in the amount of $90,950,539.06.

7. U-Haul Leasing & Sales Co. is the lessee under a Master Equipment Lease, between

Merrill Lynch Capital, a division of Merrill Lynch Business Financial Services Inc., as lessor and

U-Haul Leasing & Sales Co., dated April 30, 2004, in the amount of $40,875,369.22.

8. U-Haul Leasing & Sales Co., U-Haul Co. of Arizona and U-Haul International, Inc. are

borrowers pursuant to a Credit Agreement between such parties, U-Haul International, Inc. as

guarantor and Merrill Lynch Commercial Finance Corporation, as lender, dated as of June 28,

2005, in an amount up to $150,000,000.

9. U-Haul Leasing is lessee under a Master Equipment Lease, between Chase Equipment

Leasing, Inc. as Lessor and U-Haul Leasing & Sales Co., dated June 17, 1999, in the amount of

$38,764,463.17.

10. U-Haul Leasing is lessee under a Master Equipment Lease, between National City

Leasing Corporation, as Lessor and U-Haul Leasing & Sales Co., dated December 15, 1999, in

the amount of $30,638,189.26.

11. Obligations as Guarantor under that certain Promissory Note dated August 12, 2005 in

the maximum amount of up to $50,000,000 (of which $20,000,000 has currently been drawn) made by AREC Holdings, LLC and UHIL Holdings, LLC in fav or of Morgan Stanley Mortgage

Capital, Inc.

12. U-Haul Leasing & Sales Co., U-Haul Co. of Arizona and U-Haul International, Inc. are

borrowers pursuant to a Credit Agreement between such parties, U-Haul International, Inc. as

guarantor and Merrill Lynch Commercial Finance Corporation, as lender, dated as of

November 10, 2005, in an amount up to $150,000,000.

13. U-Haul Leasing & Sales Co., U-Haul Co. of Arizona and U-Haul International, Inc. are

borrowers pursuant to a Credit Agreement between such parties, U-Haul International, Inc. and

AMERCO as guarantors, Orange Truck Trust 2006, as Collateral Agent and BTMU Capital

Corporation, as lender, dated as of May 31, 2006, in an amount up to $150,000,000.

14. U-Haul Leasing & Sales Co., U-Haul Co. of Arizona and U-Haul International, Inc. are

borrowers pursuant to a Credit Agreement between such parties, U-Haul International, Inc., as

guarantor, and Bayerische Hypo- und&# 160;Vereinsbank AG, New York Branch, as lender, dated as of

June 6, 2006, in an amount up to $50,000,000.

15. U-Haul Leasing & Sales Co., U-Haul Co. of Arizona and U-Haul International, Inc. are

borrowers pursuant to a Credit Agreement between such parties, U-Haul International, Inc. and

AMERCO, as guarantors, and U.S. Bancorp Equipment Finance Inc., as lender, dated as of

February 12, 2007, in an amount up to $30,000,000.

2

Schedule 6.15

Insurance Policies

AMERCO Insurance Program

Liability and Excess Insurance Policies

Business Auto

 Various A RatedCarriers

 ; Lead Excess CarrierAIG

$15 Million XS SIR

Service Vehicles and Hawaii Rental Fleet Self Insured Retention

and Alaska Rental Fleet Self-Insured Status $5 Million

Republic Western Policy Department of Transportaion

 Arizona

Minimum Financial Minimum Financial

Responsibility Limits Responsibility Limits

The insurance program for AMERCO Workers Compensation

includes D&O Insurance, Crime, AIG

Aviation Insurance.

The excess liability insurance program

includes business auto. All carriers

have drop down endorsements should

the carrier below be unable to respond. Property Insurance

 AIG

 60; $100 Million XS
 Deductible

The self-insured status by Arizona

DOT is for those trucks licensed in Property Insurance

Arizona which are all trucks except for Deductible

those in Hawaii and Alaska. $500,000

EXHIBIT A

[FORM OF ASSIGNMENT AND ACCEPTANCE]

ASSIGNMENT AND ACCEPTANCE

Reference is made to the Amended and Restated Credit Agreement, dated as of

March 12, 2007 (as the same may be ame nded, supplemented or otherwise modified from time to

time, the “Credit Agreement”), among U-HAUL LEASING & SALES CO., a Nevada

corporation, U-HAUL INTERNATIONAL, INC., a Nevada corporation, and MERRILL

LYNCH COMMERCIAL FINANCE CORP., as Lender. Capitalized terms used herein but not

defined herein shall have the meanings assigned to such terms in the Credit Agreement.

1. The assignor named below (the “Assignor”) sells and assigns, without

recourse, to the assignee named below (the “Assignee”), and the Assignee hereby purchases and

assumes, without recourse, from the Assignor, effective as of the Effective Date set forth below,

the interests set forth below (the “Assigned Interest”) in the Assignor’s rights and obligations

under the Credit Agreement, including, without limitation, the percentages and amounts set forth

on the reverse hereof of (a) the Commitments of the Assignor on the Effective Date and (b) the

Loans owing to the Assignor that are outstanding on the Effective Date. The Assignee hereby

acknowledges receipt of a copy of the Credit Agreement. From and after the Effective Date (a)

the Assignee shall be a party to and be bound by the provisions of the Credit Agreement and, to

the extent of the interests assigned by this Assignment and Acceptance, have the rights and

obligations of a Lender thereunder ;and under the Loan Documents and (b) the Assignor shall, to

the extent of the interests assigned by this Assignment and Acceptance, relinquish its rights and

be released from its obligations under the Credit Agreement (and in the event that this

Assignment and Acceptance covers all or the remaining portion of the Assignor’s rights and

obligations under the Credit Agreement, the Assignor shall cease to be a party thereto but shall

continue to be entitled to the benefits of Sections 5.09, 5.10 and 12.05 thereof, as well as to any

fees accrued for its account and not yet paid).

2. This Assignment and Acceptance is being delivered to the Assignor and the

Borrowers, together with, if the 0;Assignee is organized under the laws of a jurisdiction outside the

United States, the forms specified in Sec tion 5.10 of the Credit Agreement, duly completed and

executed by such Assignee.

3. This Agreement and Acceptance shall be governed by, and construed in

accordance with, the laws of the State of New York.

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Date of Assignment:

Legal Name of Assignee:

Legal Name of Assignor:

Assignee’s Address for

Notices

Effective Date of Assignment (may not be fewer than five Business Days after the

Date of Assignment):

The terms set forth above are hereby agreed to:

[_____________________]

as Assignor,

By:_____________________

Name:

Title:

[_________________________]

as Assignee,

By: _______________________

Name:

Title:

A-2

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EXHIBIT B

 [FORM OF GUARANTEE AGREEMENT]

GUARANTEE

GUARANTEE, dated as of March 12, 2007, made by U-HAUL

INTERNATIONAL, INC. (the “Guaran tor”), in favor of MERRILL LYNCH COMMERCIAL

FINANCE CORP., as lender (the “Lender”), parties to the Credit Agreement referred to below.

RECITALS

Pursuant to the Amended and Restated Credit Agreement, dated as of March 12,

2007 (as amended, supplemented or otherwise modified from time to time, the “Credit

Agreement”), among U -HAUL SALES & LEASING CO., U-HAUL CO. OF ARIZONA and U-

HAUL INTERNATIONAL, INC. (each, a “Borrower” and collectively, the “Borrowers”), the Guarantor and the Lender, the Lender has agreed to make loans to the Borrower upon the terms and subject to the conditions set forth therein, such loans to be evidenced by the Note issued by

the Borrower thereunder. The Borrowers are members of an affiliated group of corporations that

includes the Guarantor. The Borrowers and the Guarantor are engaged in related businesses, and

the Guarantor will derive substantial direct and indirect benefit from the making of the loans. It

is a condition precedent to the obligation of the Lender to make the loans to the Borrowers under

the Credit Agreement that the Guarantor hereto shall have executed and delivered this Guarantee

to the Lender.

NOW, THEREFORE, in consideration of the premises and to induce the Lender

to enter into the Credit Agreement and make the loans to the Borrowers, under the Credit

Agreement, the Guarantor hereby agrees with the Lender as follows:

1. Defined terms.

(a) Unless otherwise defined herein, terms defined in the Credit Agreement

and used herein shall have the meanings given to them in the Credit Agreement.

(b) The words “hereof,” “herein” and “hereunder” and words of similar import

when used in this Guarantee shall refer to this Guarantee as a whole and not to any particular

provision of this Guarantee, and section and paragraph references are to this Guarantee unless

otherwise specified.

(c) The meanings given to terms defined herein shall be equally applicable

to both the singular and plural forms of such terms.

2. Guarantee.

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(a) The Guarantor hereby, unconditionally and irrevocably, guarantees to the Lender and

its respective successors, indorsees, transferees and assigns, the prompt and complete payment

and performance by each of U-Haul Sales & Leading Co. and U-Haul Co. of Arizona (each, an

“Affiliate Borrower” and collectively, the “Affiliate Borrowers”) of its obligations under the

Loan Documents, whether at stated maturity, by acceleration or otherwise.

(b) Anything herein or in any other Loan Document to the contrary notwithstanding, the

maximum liability of the Guarantor hereunder and under the other Loan Documents shall in no

vent exceed the amount which can be guaranteed by the Guarantor under applicable federal and

tate laws relating to the insolvency of debtors.

(c) The Guarantor further agrees to pay any and all expenses (including, without

limitation, all fees and disbursements of counsel) which may be paid or incurred by the Lender in

enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting,

any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, the

Guarantor under this Guarantee. This Guarantee shall remain in full force and effect until the

Obligations are paid in full and the Commitments are terminated, notwithstanding that from time

to time prior thereto the Affiliate Borrowers, individually or collectively, may be free from any

Obligations.

(d) The Guarantor agrees that the Obligations may at any time and from time to time

exceed the amount of the liability of the Guarantor hereunder without impairing this Guarantee

or affecting the rights and remedies of the Lender hereunder.

(e) No payment or payments made by any Borrower, the Guarantor, any other guarantor

or any other Person or received or collected by the Lender from any Borrower, the Guarantor,
any other guarantor or any other Person by virtue of any action or proceeding or any set-off or

appropriation or application at any time or from time to time in reduction of or in payment of the

Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the

Guarantor hereunder which shall, notwithstanding any such payment or payments other than payments made by the Guarantor in respect of the Obligations or payments received or collected

from the Guarantor in respect of the Obligations, remain liable for the Obligations up to the

maximum liability of the Guarantor hereunder until the Obligations are paid in full and the

Commitments are terminated.

(f) The Guarantor agrees that whenever, at any time, or from time to time, it shall make

any payment to the Lender on account of its liability hereunder, it will notify the Lender in

writing that such payment is made under this Guarantee for such purpose.

3. Right of Set-off. The Guarantor hereby irrevocably authorizes the Lender at any time

and from time to time without notice to the Guarantor, any such notice being expressly waived

by the Guarantor, to set-off and appropriate and apply any and all deposits (general or special,

time or demand, provisional or final), in any currency, and any other credits, indebtedness or

claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured

or unmatured, at any time held or owing by the Lender to or for the credit or the account of the

Guarantor, or any part thereof in such amounts as the Lender may elect, against and on account

of the obligations and liabilities of the Guarantor to the Lender hereunder and claims of every

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 nature and description of the Lender against the Guarantor, in any currency, whether arising

 hereunder, under the Credit Agreement, the Note, any Loan Documents or otherwise, as the

 Lender may elect, whe ther or not the Lender has made any demand for payment and although

 such obligations, liabilities and claims may be contingent or unmatured. The Lender shall notify

 the Guarantor promptly of any such set-off and the application made by the Lender, provided

 that the failure to give such notice shall not affect the validity of such set-off and application.

 The rights of the Lender a under this Section are in addition to other rights and remedies

 (including, without limitation, other rights of set-off) which the Lender may have.

4. No Subrogation. Notwithstanding any payment or payments made by the Guaranto r

hereunder or any set-off or application of funds of the Guarantor by the Lender, the Guarantor

shall not be entitled to be subrogated to any of the rights of the Lender against the Affiliate

Borrowers or any other guarantor ;or any collateral security or guarantee or right of offset held by

any Lender for the payment of the Obligations, nor shall the Guarantor seek or be entitled to seek

any contribution or reimbursement from the Affiliate Borrowers or any other guarantor in respect

of payments made by the Guarantor hereunder, until all amounts owing to the Lender by the

Affiliate Borrowers on account of the Obligations are paid in full and the Commitments are

terminated. If any amount shall be paid to the Guarantor on account of such subrogation rights at

any time when all of the Obligations shall not have been paid in full, such amount shall be held

by the Guarantor in trust for the Lender, segregated from other funds of the Guarantor, and shall,

forthwith upon receipt by the Guarantor, be turned over to the Lender in the exact form received

by the Guarantor (duly indorsed by the Guarantor to the Lender, if required), to be applied

against the Obligations, whether matured or unmatured, in such order as the Lender may determine.

5. Amendments, etc. with respect to the Obligations; Waiver of Rights. The Guarantor

shall remain obligated hereunder notwithstanding that, without any reservation of rights against

the Guarantor and without notice to or further assent by the Guarantor, any demand for payment

of any of the Obligations made by the Lender may be rescinded by such party and any of the Obligations

continued, and the Obligations, or the liability of any other party upon or for any part thereof, or any

collateral security or guarantee therefor or right of offset with respect thereto, may, from time

to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised,

waived, surrendered or released by the Lender, and the Credit Agreement, the Note and the

other Loan Documents and any other documents executed and delivered in connection

therewith may be amended, modified, supplemented or terminated, in whole or in part, as

the Lender may deem advisable from time to time, and any collateral security, guarantee or

right of offset at any time held by the Lender for the payment of the Obligations may be sold,

exchanged, waived, surrendered or released. The Lender shall not have any obligation to protect,

secure, perfect or insure any Lien at any time held by it as security forthe Obligations or for this

Guarantee or any property subject thereto. When making any demand hereunder against the

Guarantor, the Lender may, but shall be under no obligation to, make a similar demand on the

Affiliate Borrowers or any other guarantor, and any failure by the Lender

to make any such demand or to collect any payments from the Affiliate Borrowers or any such

other guarantor or any release of an Affiliate Borrower or such other guarantor shall not relieve

the Guarantor of its obligations or liabilities hereunder, and shall not impair or affect the rights

and remedies, express or implied, or as a matter of law, of the Lender against the Guarantor. For

B-3

 the purposes hereof “demand” shall include the commencement and continuance of any

 legal proceedings.

6. Guarantee Absolute and Unconditional. The Guarantor waives any and all notice of

the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of

reliance by the Lender upon this Guarantee or acceptance of this Guarantee, the Obligations, and

any of them, shall conclusively be deemed to have been created, contracted or incurred, or

renewed, extended, amended or waived, in reliance upon this Guarantee; and all dealings

between the Affiliate Borrowers and the Guarantor, on the one hand, and the Lender and the Affiliate Borrowers, on the other hand, likewise shall be conclusively presumed to have been had

or consummated in reliance upon this Guarantee. The Guarantor waives diligence, presentment,

protest, demand for payment and notice of default or nonpayment to or upon the Affiliate

Borrowers or the Guarantor with respect to the Obligations. The Guarantor understands and

agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement, the Note or any other Loan Document, any of the Obligations or any other collateral

security therefor or guarantee or right of offset with respect thereto at any time or from time to

time held by the Lender, (b) any defense, set-off or counterclaim (other than a defense of payment of performance) which may at any time be available to or be asserted by the Affiliate Borrowers against the Lender, or (c) any other circumstance w hatsoever (with or without notice

to or knowledge of any Affiliate Borrower or the Guarantor) which constitutes, or might be

construed to constitute, an equitable or legal discharge of any Affiliate Borrower for the Obligations, or of the Guarantor under this Guarantee, in bankruptcy or in any other instance.

When pursuing its rights and remedies hereunder against the Guarantor, the Lender may, but

shall be under no obligation to, pursue such rights and remedies as it may have against any

Affiliate Borrower or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Lender to pursue

such other rights or remedies or to collect any payments from any Affiliate Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any Affiliate Borrower or any such other Person or any such

collateral security, guarantee or right of offset, shall not relieve the Guarantor of any liability

hereunder, and shall not impair or affect the rights and remedies, whether express, implied or

available as a matter of law, of the Lender against the Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor and the successors and assigns thereof, and shall i nure to be benefit of the Lender, and

its respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantor under this Guarantee shall have been satisfied by payment in full

and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Affiliate Borrowers, individually or collectively, may be free

from any Obligations.

7. Reinstatement. This Guarantee shall continue to be effective, or be reinstated, as the

case may be, if at any time payment, or any part thereof, of any of the Obligations is rescinded or

must otherwise be restored or returned by the Lender upon the insolvency, bankruptcy,

dissolution, liquidation or reorganization of any Affiliate Borrower or the Guarantor, or upon or

as a result of the appointment of a re ceiver, intervenor or conservator of, or trustee or similar

B-4

 officer for, any Affiliate Borrower or the Guarantor or any substantial part of its property,

 or otherwise, all as though such payments had not been made.

8. Not Affected by Bankruptcy. Notwithstanding any modification, discharge or

extension of the Obligations or any amendment, modification, stay or cure of the Lender's rights

which may occur in any bankruptcy or reorganization case or proceeding against any Affiliate Borrower, whether permanent or temporary, and whether or not assented to by the Lender, the

Guarantor hereby agrees that it shall be obligated hereunder to pay and perform the Obligations

and discharge their other obligations in accordance with the terms of the Obligations and the

terms of this Guarantee. The Guarantor understands and acknowledges that, by virtue of this

Guarantee, it has specifically assumed any and all risks of a bankruptcy or reorganization case or

proceeding with respect to any or all Affiliate Borrowers. Without in any way limiting the

generality of the foregoing, any ;subsequent modification of the Obligations in any reorganization

case concerning any Affiliate Borrower shall not affect the obligation of the Guarantor to pay

and perform the Obligations in accordance with the original terms thereof.

9. Payments. The Guarantor hereby guarantees that payments hereunder will be paid to

the Lender without set-off or counterclaim in U.S. Dollars at the office of the Lender specified in

Section 9.02 of the Credit Agreement.

10. Notices. All notices, requests and demands to or upon the Lender, or the Guarantor to

be effective shall be in writing (or by telex, fax or similar electronic transfer confirmed in writing) and shall be deemed to have been duly given or made (1) when delivered by hand or (2)

if given by mail, when deposited in the mails by certified mail, return receipt requested, or (3) if

by telex, fax or similar electronic transfer, when sent and receipt has been confirmed, addressed
as follows:

(a) if to the Lender, at its address or transmission number for notices provided in

Section 12.01 of the Credit Agreement; and

(b) if to the Guarantor, at its address or transmission number for notices set forth under

its signature below.

 The Lender and the Guarantor may change its address and transmission numbers for notices

 by notice in the manner provided in this Section.

11. Severability. Any provision of this Guarantee which is prohibited or unenforceable in

any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or

unenforceability without invalidating the remaining provisions hereof, and any such prohibition

or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision

in any other jurisdiction.

12. Integration. This Guarantee represents the agreement of the Guarantor with respect to

the subject matter hereof and there are no promises or representations by the Lender relative to

the subject matter hereof not reflected herein.

13. Amendments in Writing; No Waiver; Cumulative Remedies.

B-5

(a) None of the terms or provisions of this Guarantee may be waived, amended,

supplemented or otherwise modified except by a written instrument executed by the Guarantor

and the Lender, provided that any provision of this Guarantee may be waived by the Lender in a

letter or agreement executed by the Lender or by telex or facsimile transmission from the Lender.

(b) The Lender shall not by any act (except by a written instrument pursuant to Section

18(a) hereof), delay, indulgence, omission or otherwise be deemed to have waived any right or

remedy hereunder or to have acquiesced in any default or Event of Default or in any breach of

any of the terms and conditions hereof. No failure to exercise, nor any delay in exercising, on

the part of the Lender, any right, power or privilege hereunder shall operate as a waiver thereof.

No single or partial exercise of any right, power or privilege hereunder shall preclude any other

or further exercise thereof or the exercise of& #160;any other right, power or privilege. A waiver by the Lender of any right or remedy hereunder on any one occasion shall not be construed as a bar to

any right or remedy which the Lender would otherwise have on any future occasion.

The rights and remedies herein provided are cumulative, may be exercised singly

or concurrently and are not exclusive of any other rights or remedies provided by law.

14. Section Headings. The section headings used in this Guarantee are for convenience

of reference only and are not to affect the construction hereof or be taken into consideration in

the interpretation hereof.

15. Successors and Assigns. This Guarantee shall be binding upon the successors and

assigns of the Guarantor and shall inure to the benefit of the Lender and its successors

 and assigns.

16. GOVERNING LAW. THIS GUARANTEE SHALL BE GOVERNED BY, AND

CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE

OF NEW YORK.

17. Submission To Jurisdiction; Waivers. The Guarantor hereby irrevocably and unconditionally:

(a) submits for itself and its property in any legal action or proceeding relating to this

Guarantee and the other Loan Documents to which it is a party, or for recognition and

enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of the

courts of the State of New York, the courts of the United States of America for the Southern

District of New York, and appellate courts from any thereof;

(b) consents that any such action or proceeding may be brought in such courts and waives

any objection that it may now or hereafter have to the venue of any such action or proceeding in

any such court or that such action or proceeding was brought in an inconvenient court and agrees

not to plead or claim the same;

(c) agrees that service of process in any such action or 60;proceeding may be effected by

mailing a copy thereof by registered or 60;certified mail (or any substantially similar form of mail),

postage prepaid, to the Guarantor at its address set forth under its signature below or at such

other address of which the Lender shall have been notified pursuant hereto;

B-6

(d) agrees that nothing herein shall affect the right to effect service of process in any

other manner permitted by law or shall limit the right to sue in any other jurisdiction; and

(e) waives, to the maximum extent not prohibited by law, any right it may have to claim

or recover in any legal action or proceeding referred to in this Section any special, exemplary,

punitive or consequential damages.

18. Acknowledgments. The Guarantor hereby acknowledges that:

(a) it has been advised by counsel in the negotiation, execution and delivery of this

Guarantee and the other Loan Documents to which it is a party;

(b) The Lender has no fiduciary relationship with nor duty to the Guarantor arising out of

or in connection with this Guarantee or any of the other Loan Documents to which it is a party,

and the relationship between the Guarantor and the Affiliate Borrowers on the one hand, and Guarantor and Lender , on the other hand, in connection herewith or therewith is solely that of

debtor and creditor; and

(c) no joint venture is created hereby or by the other Loan Documents or otherwise exists

by virtue of the transactions contemplated hereby among the Guarantor, the Affiliate Borrowers

and the Lender.

19. WAIVER OF JURY TRIAL. EACH GUARANTOR HEREBY IRREVOCABLY

AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR

PROCEEDING RELATING TO THIS GUARANTEE OR ANY OTHER LOAN DOCUMENT

AND FOR ANY COUNTERCLAIM THEREIN.

[Signature Page Follows]

B-7

B-1

 IN WITNESS WHEREOF, each of the undersigned has caused this Guarantee to be duly executed and

 delivered by its duly authorized officer as of the day and year first above written.

U-HAUL INTERNATIONAL, INC.

By:__________________

 Name:

 Title:

Address for Notices:

2727 North Central Avenue

Phoenix, Arizona 85004

Tel: (775) 688-6300

Fax: (775) 688-6338

Date: November __, 2005

ACCEPTED AND AGREED:

MERRILL LYNCH COMMERCIAL FINANCE CORP.

By: __________________

 Name:

 Title:

B-8

EXHIBIT C

FORM OF BORROWING REQUEST

_____________, 20__

Merrill Lynch Bank Commercial Finance Corp.

4 World Financial Center, 10th Floor

New York, New York 10080

Attention: [________]

Re: $100,000,000 Credit Agreement

Ladies and Gentlemen:

The undersigned are Responsible Officers of U-Haul Leasing & Sales Co., U-Haul Co. of

Arizona and U-Haul International, Inc. (collectively, the “Borrowers”), and are authorized to

execute and deliver this Borrowing Request on behalf of the Borrowers pursuant to the Amended

and Restated Credit Agreement, dated as of March 12, 2007 (as amended, supplemented or

modified from time to time, the “Agreement”), among the Borrowers, U-Haul International, Inc.,

as Servicer/Manager and Guarantor, and Merrill Lynch Commercial Finance Corp. Capitalized

terms not otherwise defined herein have the meanings ascribed thereto in the Agreement. The

Borrowers hereby request that a Loan be made under the Agreement on __________, 20__ in the

amount of $__________. In connection with the foregoing, the undersigned hereby certifies, on

behalf of the Borrowers, as follows:

(i) Each of the representations and warranties contained in Article Six

of the Agreement is true and correct in all respects on and as of the date hereof as though

made as of the date hereof and on the date of the Loan requested hereby, immediately

after giving effect to the such Loan.

(ii) No Default or Event of Default has occurred and is occurring. No

Default, Event of Default or Borrowing Base Deficiency will exist as a result of making

the requested Loan.

(iii) Attached hereto as Schedule I is a copy of the Borrowing Base

Certificate calculated as of ______, 20__, together with an accompanying Vehicle

Schedule.

(iv) Attached hereto as Schedule II is the confirmation of receipt of the

Custodian required pursuant to Section 4.02(b) of the Agreement, if applicable.

(v) No Material Adverse Change has occurred since June 28, 2005.

C-1

The information supplied in the Schedules hereto is accurate as of the dates specified therein.

U-HAUL LEASING & SALES CO.

By: __________________

 Name:

 Title:

U-HAUL CO. OF ARIZONA

By: __________________

 Name:

 Title:

U-HAUL INTERNATIONAL, INC.

By: __________________

 Name:

 Title:

EXHIBIT D

[FORM OF BORROWING BASE CERTIFICATE]

D-1

Monthly Analysis

Aged Truck Revolving Facility

Borrowing Base Analysis

Date: 3/12/2007

Borrowing Base Calculation

 Age Model Type Model Year Assigned Value # of Units Market Value Advance Rate Borrowing Base

14 years

DC

1993

$2,500

1,121

$2,802,500

65%

$1,821,625

13 years

DC

1994

$3,500

4,144

$14,504,000

65%

$9,427,600

12 years

DC

1995

$4,500

1,709

$7,690,500

65%

$4,998,825

11 years

DC

1996

$5,000

3,644

$18,220,000

65%

$11,843,000

10 years

DC

1997

$5,500

3,511

$19,310,500

65%

$12,551,825

9 years

DC

1998

$6,000

1,802

$10,812,000

65%

$7,027,800

8 years

DC

1999

$6,500

2,879

$18,713,500

65%

$12,163,775

13 years

EL

1994

$4,500

3,446

$15,507,000

65%

$10,079,550

10 years

EL

1997

$5,500

1,397

$7,683,500

65%

$4,994,275

9 years

EL

1998

$6,500

3,858

$25,077,000

65%

$16,300,050

7 years

EL

2000

$9,000

551

$4,959,000

65%

$3,223,350

14 years

GH

1993

$3,500

2,065

$7,227,500

65%

$4,697,875

13 years

GH

1994

$4,500

252

$1,134,000

65%

$737,100

12 years

GH

1995

$5,500

1,172

$6,446,000

65%

$4,189,900

8 years

GH

1999

$8,500

239

$2,031,500

65%

$1,320,475

7 years

GH

2000

$9,500

226

$2,147,000

65%

$1,395,550

7 years

JH

2000

$10,750

182

$1,956,500

65%

$1,271,725

 32,198

 $166,222,000

 $108,044,300

EXHIBIT E

[FORM OF MONTHLY SETTLEMENT REPORT]

E-1

[ML to provide revised form of report]

E-2

EXHIBIT F

FORM OF NOTE

NOTE

$100,000,000.00 60; March 12, 2007

FOR VALUE RECEIVED, U-Haul Leasing & Sales Co., a Nevada corporation, U-Haul

Co. of Arizona, an Arizona corporation an U-Haul International, Inc., a Nevada Corporation

(collectively, the “Borrowers”), jointly and severally, hereby unconditionally promise to pay to

Merrill Lynch Commercial Finance Corp., a Delaware corporation (the “Lender”), by wire

transfer to such location or account in the United States as the Lender shall specify to the

Borrower from time to time, in Federal or other immediately available funds in lawful money of

the United States the principal amount of ONE HUNDRED MILLION DOLLARS

($100,000,000.00) or, if less, the aggregate unpaid principal amount of all Loans made to the Borrower pursuant to the Agreement (as defined herein) in installments in such amounts and on

such dates as are determined pursuant to the Agreement.

The Borrowers, jointly and severally, promise to pay interest on the unpaid principal

amount of all Loans made by the Lender hereunder and under the Agreement from time to time

from the date each such Loan is made until payment in full thereof, in like money at the rates and

on the dates set forth in the Agreement.

To the extent not due prior to such time, the entire unpaid principal balance of this Note,

together with accrued unpaid interest, shall be due and payable upon the occurrence of an Event

of Default.

The Lender shall (i) record on its books the date and amount of each Loan made by the

Lender to the Borrower hereunder and (ii) prior to any transfer of this Note (or, at the discretion

of the Lender, at any other time), endorse such information on the schedule attached hereto

or any continuation thereof. The failure of the Lender to make any such recordation& #160;shall not affect

the obligations of the Borrowers under this Note or the Agreement.

This Note may be assigned or participated only in accordance with Section 12.04(b) of

the Agreement. Any purported assignment or participation of this Note in violation of such

Section shall be null and void ab initio.

This Note is the Note referred to in and is entitled to the benefits and subject to the terms

of, the Amended and Restated Credit Agreement, dated as of March 12, 2007 (as amended, supplemented or modified from time to time, the “Agreement”), among the Borrowers, U-Haul

International, Inc., as Servicer/Manager and Guarantor, and the Lender. The Agreement

contains, among other things, provisions for acceleration of the maturity hereof upon the occurrence of certain stated events and also for prepayments on account of the principal hereof

prior to the maturity hereof upon the terms and conditions specified therein.

F-1

Except as otherwise specified in the Agreement, presentment, demand, protest and all

other notices of any kind are hereby expressly waived by the Borrowers.

Capitalized terms used herein that are not otherwise defined shall have the meanings

ascribed thereto in the Agreement.

THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH, AND BE GOVERNED

BY, THE LAWS OF THE STATE OF NEW YORK.

U-HAUL LEASING & SALES CO.,

as a Borrower

By: __________________

 Name:

 Title:

U-HAUL CO. OF ARIZONA,

as a Borrower

By: __________________

 Name:

 Title:

U-HAUL INTERNATIONAL, INC.

as a Borrower

By: __________________

 Name:

 Title:

F-2

SCHEDULE TO NOTE

Date of Loan Amount of Loan Date of Payment/Prepayment Amout of Payment/Prepayment Initialed by

__________________ __________________ __________________ __________________ __________________

__________________ __________________ __________________ __________________ __________________

__________________ __________________ __________________ __________________ __________________

__________________ __________________ __________________ __________________ __________________

__________________ __________________ __________________ __________________ __________________

__________________ __________________ __________________ __________________ __________________

__________________ __________________ __________________ __________________ __________________

__________________ __________________ __________________ __________________ __________________

__________________ __________________ __________________ __________________ __________________

__________________ __________________ __________________ __________________ __________________

__________________ __________________ __________________ __________________ __________________

__________________ __________________ __________________ __________________ __________________

__________________ __________________ __________________ __________________ __________________

__________________ __________________ __________________ __________________ __________________

__________________ __________________ __________________ __________________ __________________

__________________ __________________ __________________ __________________ __________________

F-3

EXHIBIT G

MARKET VALUE

A. With respect to any Vehicle that has a Truck Age of greater than five (5) years, its

“Market Value” shall be as follows:

Truck Age

Model Type

(in years)

EL

DC

GH

JH

5.5

$12,400

$14,000

6.0

$10,950

$13,000

6.5

$9,500

$7,000

$10,000

$12,000

7.0

$9,000

$7,000

$9,500

$10,750

7.5

$8,500

$7,000

$9,000

$9,500

8.0

$7,750

$6,500

$8,500

$8,750

8.5

$7,000

$6,000

$8,000

$8,000

9.0

$6,500

$6,000

$7,500

$7,500

9.5

$6,000

$6,000

$7,000

$7,000

10.0

$5,500

$5,500

$7,000

$7,000

10.5

$5,000

$5,000

$7,000

11.0

$5,000

$5,000

$6,500

11.5

$5,000

$5,000

$6,000

12.0

$5,000

$4,500

$5,500

12.5

$5,000

$4,000

$5,000

13.0

$4,500

$3,500

$4,500

13.5

$4,000

$3,000

$4,000

14.0

$3,500

$2,500

$3,500

14.5

$3,000

$2,000

$3,000

15.0

$2,500

$2,000

$2,500

15.5

$2,000

$2,000

$2,000

16.0

$2,000

$2,000

$2,000

16.5

$2,000

$2,000

 B. With respect to any Vehicle that has a Truck Age of five (5) years or less, its “Market

Value” shall be the Black Book value of such vehicle as printed in the most recent

January or July Black Book, or such other value to which the Lender and the Borrowers

may mutually agree.

G-1

EXHIBIT H

[RESERVED]

H-1

EXHIBIT I

[Reserved]

I-1

EXHIBIT J

[Reserved]

J-1

EXHIBIT K

WIRE INSTRUCTIONS

To Lender:

Account No. A/C 62030

Bank: MLBUSA

Address: 4 World Financial Center

New York, New York 10080

ABA No.: 124-084-669

Reference: 020-000-1133 CFCGABF

Re: CoPer Id#: 63931

To Borrowers:

JP Morgan Chase

Phoenix, AZ

ABA# 1221 0002 4

For benefit of: U-Haul

Account # 42 4903

K-2

ANNEX I

ELIGIBLE VEHICLE COLLATERAL

As of any date of determination, a Vehicle constitutes Eligible Vehicle Collateral

if such Vehicle meets all of the requirements set forth below:

 (i) such Vehicle is a motor vehicle comprising part of Borrower’s “U-Move” fleet;

(ii) such Vehicle is in good working condition and the& #160;Servicer/Manager has

performed all maintenance on such Collateral in accordance with industry standards;

(iii) when such Vehicle is pooled with all other Vehicles, the average Truck

Age of all Vehicles is not greater than 12 years;

(iv) the Truck Age of such Vehicle is not greater than 14 years old;

(v) such Vehicle is, when not rented by a consumer 60;in the ordinary course of

Borrower’s business, located at U-Move rental locations in the United States;

(vi) the Lender has a legal, valid and enforceable security interest in such

Vehicle and the interest of the Lender in the Collateral is perfected under the applicable state

motor vehicle law, prior to and enforceable against all creditors of and purchasers from the

Borrowers and all other Persons whatsoever (other than the Lender and its successors and

assigns); provided that for a period of 120 days after the date on which such Vehicle is pledged

to the Lender under the Security Agreement, a Vehicle shall be deemed to satisfy this clause (vi),

notwithstanding that the Lien of the Lender is not noted on the related Certificate of Title; and

(vii) within 120 days of the date on which a Vehicle is pledged to the Lender

pursuant to the Security Agreement (A) the Certificate of Title for such Vehicle shall be

amended or reissued to note the Lien of “MERRILL LYNCH COMMERCIAL FINANCE

CORP.” in the manner prescribed in the applicable jurisdiction, (B) if necessary to perfect in any

jurisdiction, the lien of the Lender shall be identified on a notice of lien or other filing made in

the appropriate state motor vehicle filing office, and (C) all applicable fees in connection with

the activities described in the foregoing clauses (A) and (B) shall be paid in full; provided, that

notwithstanding clause (A), with respect to those jurisdictions that have a twenty-five (25)

character limitation when noting the names of lien holders, such Certificates of Title shall note a

Lien in favor of “MERRILL LYNCH COM FIN CRP” or such other formulation acceptable to
the Lender.

Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed

thereto in the Agreement to which this Annex I is attached.

Annex I-1

EX-10.97 3 amendedsecurityagreement.htm AMENDED AND RESTATED SECURITY AGREEMENT Amended and Restated Security Agreement
_{Exhibit
10.97}

 Execution copy

AMENDED AND RESTATED

SECURITY AGREEMENT

THIS AMENDED AND RESTATED SECURITY AGREEMENT, dated as of

March [12], 2007 is executed by U-Haul Leasing & Sales Co., a Nevada corporation, U-Haul Co.

of Arizona, an Arizona corporation, and U-Haul International, Inc., a Nevada corporation

(collectively, the “Borrowers”), in favor of Merrill Lynch Commercial Finance Corp., (with its

successors in such capacity, the “Lender”), a Delaware corporation.

RECITALS

A. Pursuant to a Credit Agreement, dated as of June 28, 2005, as amend by the

Amended and Restated Credit Agreement, dated as of March 12, 2007 (collectively, the “Credit

Agreement”), between the Borrowers, U-Haul International, Inc., as Servicer/Manager and G

uarantor and the Lender, the Lender has agreed to extend certain credit facilities to the

Borrowers upon the terms and subject to the conditions set forth therein.

B. The Lender’s obligation to extend the credit facilities to the Borrowers under the

Credit Agreement is subject, among other conditions, to receipt by the Lender of this Security

Agreement, duly executed by the Borrowers.

C. The parties hereto are party to a certain Security Agreement, dated as of June 28,

2005 (the “Original Security Agreement”).

D. The parties to the Original Security Agreement desire to amend and restate the

Original Security Agreement to effect certain amendments thereto.

AGREEMENT

NOW, THEREFORE, in consideration of the above recitals and for other good and

valuable consideration, the receipt and adequacy of which are hereby acknowledged, the

Borrowers hereby agree with the Lender as follows:

1. Definitions and Interpretation.

(a) Definitions. When used in this Security Agreement, the following terms

shall have the following respective meanings:

“Account Debtor” shall have the meaning given to that term in subparagraph 3(g) hereof.

“Borrowers” shall have the meaning given to that term in the introductory

paragraph hereof.

 “Collateral” shall have the meaning given to that term in paragraph 2 hereof.

 1

 “Credit Agreement” shall have the meaning given to that term in Recital A hereof.

“Dealer List” means a list in electronic format, delivered by or on behalf

of the Borrowers to the Lender as updated from time to time in accordance with

Section 8.01(g) of the Credit Agreement.

 “Equipment” shall have the meaning given to that term in Attachment 1hereto.

 “Inventory” shall have the meaning given to that term in Attachment 1 hereto.

“Lender” shall have the meaning given to that term in the introductory

paragraph hereof.

“Loan Documents” means the Credit Agreement, the Note, the Guarantee

Agreement and this Security Agreement.

“Obligations” shall mean and include all loans, advances, debts, liabilities

and obligations, howsoever arising, owed by the Borrowers to MLCFC (whether

or not evidenced by any note or instrument and whether or not for the payment of

money), direct or indirect, absolute or contingent, due or to become due, now

existing or hereafter arising pursuant to the terms of the Credit Agreement or any

of the other Loan Documents, including without limitation all interest, fees,

charges, expenses, attorneys’ fees and accountants’ fees chargeable to the

Borrowers or payable by the Borrowers thereunder.

“Proceeds” means all proceeds of, and all other profits, products, rentals or

receipts, in whatever form, arising from the collection, sale, lease, exchange,

assignment, licensing or other disposition of, or other realization upon, any

Collateral, including, without limitation, all claims of the Borrowers against third

parties for loss of, damage to or destruction of, or for proceeds payable under, or

unearned premiums with respect to, policies of insurance in respect of, any

Collateral, and any condemnation or requisition payments with respect to any

Collateral, in each case whether now existing or hereafter arising, provided that,

with respect to any Vehicle, “Proceeds” shall not include any dealer commissions,

licensing fees, maintenance costs and insurance expenses owing under the

Dealership Contracts.

 “Receivables” shall have the meaning given to that term in Attachment 1 hereto.

“Secured Obligations” means the obligations secured under this Security

Agreement, including (a) all principal of and interest (including, without

limitation, any interest which accrues after the commencement of any case,

proceeding or other action relating to the bankruptcy, insolvency or

reorganization of any Borrower, whether or not allowed or allowable as a claim in

 2

 any such case, proceeding or other action) on any Loan to the Borrowers under

 the Credit Agreement; (b) all other amounts payable by the Borrowers to MLCFC

 hereunder or under any other Loan Document; (c) any renewals or extensions of

 any of the foregoing; and (d) all other obligations of the Borrowers or their

 Affiliates under any Loan Document.

“UCC” shall mean the Uniform Commercial Code as in effect in the State of New

York as of the date hereof.

“Vehicle” shall mean a motor vehicle owned any Borrower and

constituting part of the Borrowers’ fleet of rental assets as identified on the

Vehicle Schedule delivered by the Borrowers to the Lender under the Credit

Agreement a copy of which is attached hereto as Attachment 4 (as the same may

be updated from time to time).

 Unless otherwise defined herein, all other capitalized terms used herein and defined in

 the Credit Agreement shall have the respective meanings given to those terms in the Credit

 Agreement, and all terms defined in the UCC shall have the respective meanings given to

 those terms in the UCC.



 (b) Other Interpretive Provisions. The rules of construction set forth in Section 1.02

of the Credit Agreement shall, to the extent not inconsistent with the terms of this Security

 Agreement, apply to this Security Agreement and are hereby incorporated by reference.

2. Grant of Security Interest. As security for the Obligations, the Borrowers,

jointly and severally, hereby pledge and assign to the Lender and grant to the Lender a security

interest in all right, title and interest of the Borrowers in and to the property whether now owned

or hereafter acquired described in Attachment 1 hereto, as such Attachment may be amended or

supplemented from time to time after the date hereof by a supplemental Vehicle Schedule

delivered by the Borrowers to the Lender (collectively and severally, the “Collateral”), which

Attachment 1 is incorporated herein by this reference.

3. Representations and Warranties. The Borrowers, jointly and severally, represent and warrant

to the Lender as follows:

(a) Each of UHI and U-Haul Sales & Leasing Co. is a corporation duly

authorized and validly existing and in good standing under the laws of the State of Nevada.

U- Haul Co. of Arizona is a corporation duly authorized and validly existing and in good standing

under the laws of the State of Arizona. Except as disclosed on Attachment 5, none of the

Borrowers has (x) had any other corporate name during the past six years, (y) changed its

identity or corporate structure in any way within the past six years, or (z) used or operated under

any other names (including trade names or other similar names) during the past six years. The

exact corporate name of each Borrower as it appears on its certificate of incorporation, and

location of its chief executive office are as follows:

(i) U-Haul International, Inc., 2727 N. Central Avenue, Phoenix, Arizona 85004;

 3

 (ii) U-Haul Co. of Arizona, 2727 N. Central Avenue, Phoenix, Arizona 85004; and

 (iii) U-Haul Leasing & Sales Co., 1325 Airmotive Way, Reno, Nevada 89502.

(b) The Borrowers are the legal and beneficial owner of the Collateral (or, in

the case of after-acquired Collateral, at the time the Borrowers acquire rights in the Collateral,

will be the legal and beneficial owner thereof). No other Person has (or, in the case of after-

acquired Collateral, at the time a Borrower acquires rights therein, will have) any right, title,

claim or interest (by way of Lien, purchase option or otherwise) in, against or to the Collateral,

other than Permitted Encumbrances.

(c) All actions have been taken that are necessary under the UCC to perfect

the Lender’s interest in the Collateral. All actions have been taken that are necessary under

applicable state vehicle titling and registration law to perfect the Borrowers’ interest in Vehicles

constituting the Collateral.

(d) The Borrowers have not performed any acts which might prevent the

Lender from enforcing any of the terms of this Security Agreement or which would limit the

Lender in any such enforcement. Other than financing statements or other similar or equivalent

documents or instruments with respect to the Security Interests and Permitted Encumbrances, no

financing statement, mortgage, security agreement or similar or equivalent document or

instrument covering all or any part of the Collateral is on file or of record in any jurisdiction in

which such filing or recording would be effective to perfect a Lien on such Collateral.

(e) [Reserved].

(f) All Equipment and Inventory are (i) located at the locations indicated in

the most recent Dealer List delivered to the Lender, and have been consigned to the possession

of a third-party dealer pursuant to the Dealership Contracts, except when such Equipment and

Invenory have been rented to consumers in the ordinary course of the Borrowers' business, as

such list of locations may be updated by the Borrowers from time to time at the request of the

Lender, (ii) in transit to such locations or (iii) in transit to a third party purchaser which will

become obligated on a Receivable to a Borrower upon receipt. Except for Equipment and

Inventory referred to in the preceding sentence, the Borrowers have exclusive possession and

control of the Inventory and Equipment. All Equipment and Inventory has been acquired by the

Borrowers in the ordinary course of the Borrowers' business.

(g) Each Receivable is genuine and enforceable against the party obligated to

pay such Receivable (an “Account Debtor”) free from any right of rescission, defense, setoff or

discount. Each Receivable was originated in the ordinary course of the Borrowers’ business.

(h) Each insurance policy maintained by the Borrowers in accordance with

Section 8.07 of the Credit Agreement is validly existing and is in full force and effect. The

Borrowers are not in default in any material respect under the provisions of any such insurance

policy, and there are no facts which, with the giving of notice or passage of time (or both), would

result in such a default under any provision of any such insurance policy. Set forth in

 4

Attachment 3 hereto is a complete and accurate list of the insurance of the Borrowers in effect on

the date of this Agreement required pursuant to Section 8.07 of the Credit Agreement showing as

of such date, (i) the type of insurance carried, (ii) the name of the insurance carrier, and (iii) the

amount of each type of insurance carried.

(i) The information set forth in each Dealer List delivered pursuant to Section

8.01(g) of the Credit Agreement is true, correct and accurate.

4. Covenants. The Borrowers, jointly and severally, hereby agree as follows:

(a) The Borrowers, at the Borrowers’ expense, shall promptly procure,

execute and deliver to the Lender all documents, instruments and agreements and perform all

acts which are necessary or desirable, or which the Lender may request, to establish, maintain,

preserve, protect and perfect the Collateral, the Lien granted to the Lender therein and the first

priority of such Lien or to enable the Lender to exercise and enforce its rights and remedies

hereunder with respect to any Collateral.

(b) The Borrowers shall not use or permit any Collateral to be used in

violation of (i) any provision of the Credit Agreement, this Security Agreement or any other

Loan Document, (ii) any applicable Governmental Rule where such use might have a Material

Adverse Effect, or (iii) any policy of insurance covering the Collateral.

(c) The Borrowers shall pay promptly when due all taxes and other

Governmental Charges, all Liens and all other charges now or hereafter imposed upon, relating

to or affecting any Collateral.

(d) Without thirty (30) days’ prior written notice to the Lender, no Borrower

shall (i) change its jurisdiction of organization, or the office in which such Borrower’s books and

records relating to Receivables, (ii) keep Collateral consisting of documents at any location other

than the offices of UHI or U-Haul Co. of Arizona at 2727 N. Central Avenue, Phoenix, Arizona

85004, or the offices of U-Haul Sales & Leasing Co. at 1325 Airmotive Way, Reno, Nevada

89502, or (iii) keep Collateral consisting of Equipment, Inventory or other goods at any location

other than the locations permitted pursuant to Section 9.02 of the Credit Agreement.

(e) [Reserved].

(f) Commencing from the date hereof, the Borrowers shall make or cause to

be made all deposits required pursuant to Section 5.03 of the Credit Agreement, at the times so

required.

(g) [Reserved].

(h) The Borrowers shall appear in and defend any action or proceeding which

may affect its title to or the Lender’s interest in the Collateral.

(i) The Borrowers shall keep separate, accurate and complete records of the

Collateral and shall provide the Lender with such records and such other reports and information

relating to the Collateral as the Lender may reasonably request from time to time.

 5

(j) The Borrowers shall not surrender or lose possession of (other than to the

Lender), sell, encumber, lease, rent, option, or otherwise dispose of or transfer any Collateral or

right or interest therein except in the ordinary course of the Borrowers’ business and as permitted

in the Credit Agreement, and, notwithstanding any provision of the Credit Agreement, the

Borrowers shall keep the Collateral free of all Liens except Permitted Encumbrances.

(k) The Borrowers shall collect, enforce and receive delivery of the

Receivables in accordance with past practice until otherwise notified by the Lender.

(l) The Borrowers shall comply with all material Requirements of Law

applicable to the Borrowers which relate to the production, possession, operation, maintenance

and control of the Collateral.

(m) The Borrowers shall (i) maintain and keep in force public liability

insurance of the types and in amounts customarily carried from time to time during the term of

the Credit Agreement in its lines of business, such insurance to be carried with companies and in

amounts satisfactory to the Lender, (ii) deliver to the Lender from time to time, as the Lender

may request, schedules setting forth all insurance then in effect, and (iii) deliver to the Lender

copies of each policy of insurance which replaces, or evidences the renewal of, each existing

policy of insurance at least fifteen (15) days prior to the expiration of such policy. If required

pursuant to Section 8.07 of the Credit Agreement, the Lender shall be named as additional

insured on all liability insurance of the Borrowers with respect to any Collateral, and such

policies shall contain such additional endorsements as shall be required by the Lender, including

the endorsements specified in Attachment 3 hereto. Prior to the occurrence and the continuance

of an Event of Default, all proceeds of any property insurance (whether maintained by any

Borrower or a third party) paid as a result of any event or occurrence shall be paid to the

Borrowers. All proceeds of any property insurance (whether maintained by any Borrower or a

third party) paid after the occurrence and during the continuance of an Event of Default shall be

paid to the Lender to be held as Collateral and applied as provided in the Credit Agreement or, at

the election of the Lender, returned to the Borrowers.

5. Authorized Action by Lender. The Borrowers hereby irrevocably appoint the

Lender as its attorney-in-fact and agree that the Lender may perform (but the Lender shall not be

obligated to and shall incur no liability to the Borrowers or any third party for failure so to do)

any act which the Borrowers are obligated by this Security Agreement to perform, and to

exercise such rights and powers as Borrowers might exercise with respect to the Collateral,

including, without limitation, the right to (a) collect by legal proceedings or otherwise and

endorse, receive and receipt for all dividends, interest, payments, proceeds and other sums and

property now or hereafter payable on or on account of the Collateral; (b) enter into any

extension, reorganization, deposit, merger, consolidation or other agreement pertaining to, or

deposit, surrender, accept, hold or apply other property in exchange for the Collateral; (c) insure,

process, preserve and enforce the Collateral; (d) make any compromise or settlement, and take

any action it deems advisable, with respect to the Collateral; (e) pay any Indebtedness of any

Borrower relating to the Collateral; (f) execute UCC financing statements and other documents,

instruments and agreements required hereunder; (g) note any Borrower’s lien on certificates of

title relating to the Collateral; provided, however, that the Lender may exercise such powers only

after the occurrence and during the continuance of an Event of Default. The Borrowers agree to

 6

 reimburse the Lender upon demand for all reasonable costs and expenses, including attorneys’

 fees, that the Lender may incur while acting as the Borrowers’ attorney-in-fact hereunder, all of

 which costs and expenses are included in the Obligations. The Borrowers agree that such care as

 the Lenders gives to the safekeeping of its own property of like kind shall constitute reasonable

 care of the Collateral when in the Lender’s possession; provided, however, that Lender shall not

 be required to make any presentment, demand or protest, or give any notice and need not take any

 action to preserve any rights against any prior party or any other Person in connection with

 the Obligations or with respect to the Collateral.

6. Default and Remedies. The Borrowers shall be deemed in default under this

Security Agreement upon the occurrence and during the continuance of an Event of Default, as

that term is defined in the Credit Agreement. In addition to all other rights and remedies granted

to the Lender by this Security Agreement, the Credit Agreement, the other Loan Documents, the

UCC and other applicable Governmental Rules, the Lender may, upon the occurrence and during

the continuance of any Event of Default, exercise any one or more of the following rights and

remedies: (a) collect, receive, appropriate or realize upon the Collateral or otherwise foreclose or

enforce the Lender’s security interests in any or all Collateral in any manner permitted by

applicable Governmental Rules or in this Security Agreement; (b) notify any or all Account

Debtors to make payments on Receivables directly to the Lender; (c) direct any Depositary Bank

or Intermediary to liquidate the account(s) maintained by it, pay all amounts payable in

connection therewith to the Lender and/or deliver any proceeds thereof to the Lender; (d) sell or

otherwise dispose of any or all Collateral at one or more public or private sales, whether or not

such Collateral is present at the place of sale, for cash or credit or future delivery, on such terms

and in such manner as the Lender may determine; (e) require the Borrowers to assemble the

Collateral and make it available to the Lender at a place to be designated by the Lender; (f) enter

onto any property where any Collateral is located and take possession thereof with or without

judicial process; and (g) prior to the disposition of the Collateral, store, process, repair or

recondition any Collateral consisting of goods, or otherwise prepare and preserve Collateral for

disposition in any manner and to the extent the Lender deems appropriate. In furtherance of the

Lender’s rights hereunder, the Borrowers hereby grant to the Lender an irrevocable, non-

exclusive license (exercisable without royalty or other payment by the Lender) to use, license or

sublicense any patent, trademark, tradename, copyright or other intellectual property in which

any Borrower now or hereafter has any right, title or interest, together with the right of access to

all media in which any of the foregoing may be recorded or stored. In any case where notice of

any sale or disposition of any Collateral is required, the Borrowers hereby agree that seven (7)

days notice of such sale or disposition is reasonable.

7. Miscellaneous.

(a) Notices. Except in the case of notices and other communications

expressly permitted to be given by telephone, all notices and other communications provided for

herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by

certified or registered mail or sent by telecopy, as follows:

(i) if to any Borrower, to it at 1325 Airmotive Way, Reno, NV 89502-

3239, Attention: Rocky Wardrip (Facsimile No. (775) 688-6338), with a copy to 2727 N. Central

Avenue, Phoenix, AZ 85004, Attention: Jennifer Settles (Facsimile No. (602) 263-6173); and

 7

(ii) if to the Lender, to it at 4 World Financial Center, 10th Floor, New

York, NY 10080, Attention: Jeffrey Cohen (Facsimile No. (212) 449-9015).

Any party hereto may change its address or telecopy number for notices and other

communications hereunder by notice to the other parties hereto. All notices and other

communications given to any party hereto in accordance with the provisions of this Agreement

shall be deemed to have been given on the date of receipt.

(b) Waivers; Amendments. No failure or delay by the Lender in exercising any

right or power hereunder or under any other Loan Document shall operate as a waiver

thereof, nor shall any single or partial exercise of any such right or power, or any abandonment

or discontinuance of steps to enforce such a right or power, preclude any other or further exercise

thereof or the exercise of any other right or power. The rights and remedies of the Lender

hereunder and under the other Loan Documents are cumulative and are not exclusive of any

rights or remedies that they would otherwise have. No waiver of any provision of any Loan

Document or consent to any departure by any Loan Party therefrom shall in any event be

effective unless the same shall be permitted by paragraph (b) of this Section, and then such

waiver or consent shall be effective only in the specific instance and for the purpose for which

given. Without limiting the generality of the foregoing, the making of a Loan shall not be

construed as a waiver of any Default, regardless of whether the Lender may have had notice or

knowledge of such Default at the time.

Neither this Agreement nor any other Loan Document nor any provision hereof or

thereof may be waived, amended or modified except, in the case of this Agreement, pursuant to

an agreement or agreements in writing entered into by the Borrowers and the Lender or, in the

case of any other Loan Document, pursuant to an agreement or agreements in writing entered

into by the Loan Party or Loan Parties that are parties thereto with the consent of the Lender.

(c) Successors and Assigns. The provisions of this Agreement shall be

binding upon and inure to the benefit of the parties hereto and their respective successors and

assigns permitted hereby, except that a Borrower may not assign or otherwise transfer any of its

rights or obligations hereunder without the prior written consent of the Lender (and any

attempted assignment or transfer by a Borrower without such consent shall be null and void).

Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person

(other than the parties hereto, their respective successors and assigns permitted hereby and, to the

extent expressly contemplated hereby, the Related Parties of the Lender) any legal or equitable

right, remedy or claim under or by reason of this Agreement.

(i) The Lender may, without the consent of the Borrowers, assign all

or a portion of its rights and obligations under this Agreement;

(ii) The Lender may at any time pledge or assign a security interest in

all or any portion of its rights under this Agreement to secure obligations of the Lender,

including any pledge or assignment to secure obligations to a Federal Reserve Bank, and this

Section shall not apply to any such pledge or assignment of a security interest; provided that no

such pledge or assignment of a security interest shall release the Lender from any of its

obligations hereunder or substitute any such pledgee or assignee for the Lender as a party hereto.

 8

(d) Severability. Any provision of this Agreement held to be invalid, illegal

or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of

such invalidity, illegality or unenforceability without affecting the validity, legality and

enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a

particular jurisdiction shall not invalidate such provision in any other jurisdiction.

(e) Survival. All covenants, agreements, representations and warranties made

by the Loan Parties in the Loan Documents and in the certificates or other instruments delivered

in connection with or pursuant to this Agreement or any other Loan Document shall be

considered to have been relied upon by the other parties hereto and shall survive the execution

and delivery of the Loan Documents and the making of any Loans, regardless of any

investigation made by any such other party or on its behalf and notwithstanding that the Lender

may have had notice or knowledge of any Default or incorrect representation or warranty at the

time any credit is extended hereunder, and shall continue in full force and effect as long as the

principal of or any accrued interest on any Loan or any fee or any other amount payable under this

Agreement is outstanding and unpaid and so long as the Commitments have not expired or

terminated.

(f) Borrowers’ Continuing Liability. Notwithstanding any provision of this

Security Agreement or any other Loan Document or any exercise by the Lender of any of its

rights hereunder or thereunder (including, without limitation, any right to collect or enforce any

Collateral), (i) the Borrowers and their Subsidiaries shall remain liable to perform their

obligations and duties in connection with the Collateral and (ii) the Lender shall not assume any

liability to perform such obligations and duties or to enforce any of the Borrowers’ rights in

connection with the Collateral.

(g) Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN

ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.

(i) Each Borrower hereby irrevocably and unconditionally submits,

for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of

New York sitting in New York County and of the United States District Court of the Southern

District of New York, and any appellate court from any thereof, in any action or proceeding

arising out of or relating to any Loan Document, or for recognition or enforcement of any

judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all

claims in respect of any such action or proceeding may be heard and determined in such New

York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto

agrees that a final judgment in any such action or proceeding shall be conclusive and may be

enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

Nothing in this Agreement or any other Loan Document shall affect any right that the Lender

may otherwise have to bring any action or proceeding relating to this Agreement or any other

Loan Document against any Borrower or its properties in the courts of any jurisdiction.

(ii) Each Borrower hereby irrevocably and unconditionally waives,

to the fullest extent it may legally and effectively do so, any objection which it may now or

hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to

this Agreement or any other Loan Document in any court referred to in subparagraph (g)(i) of

 9

 this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted

 by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in

 any such court.

(iii) Each Borrower hereby irrevocably agrees that service of process in

any such action or proceeding may be effected by mailing a copy thereof by registered or

certified mail (or any substantially similar form of mail), postage prepaid, to such Borrower at its

address set forth in Section 7(a) or at such other address of which the Lender shall have been

notified pursuant thereto. Nothing in this Agreement or any other Loan Document will affect the

right of any party to this Agreement to serve process in any other manner permitted by law.

(h) WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY

WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT

IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR

INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER

LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER

BASED ON CONTRACT, TORT OR ANY OTHER THEORY). THE BORROWER

CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER

PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER

PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE

FOREGOING WAIVER.

(i) Headings. Section and subsection headings used herein are for

convenience of reference only, are not part of this Agreement and shall not affect the

construction of, or be taken into consideration in interpreting, this Agreement.

(j) Joint and Several Liability of Borrowers. Each Borrower acknowledges

and agrees that, whether or not specifically indicated as such in a Loan Document, all

Obligations shall be joint and several Obligations of each individual Borrower, and in

furtherance of such joint and several Obligations, each Borrower hereby irrevocably and

unconditionally guarantees the payment of all Obligations of each other Borrower. Each

Borrower hereby acknowledges and agrees that such Borrower shall be jointly and severally

liable to the Lender for all representations, warranties, covenants and, obligations and

indemnities of the Borrowers hereunder.

[Signature Page Follows]

 10



 ATTACH MENT 1

 To Security Agreement

COLLATERAL DESCRIPTION

All right, title and interest of the Borrowers, whether now owned or hereafter acquired, in

and to the following:

(a) All equipment as defined in the UCC listed on the accompanying Vehicle

Schedule, as the same may be updated from time to time pursuant to the Credit Agreement,

including, without limitation, all Vehicles, together with all additions and accessions thereto and

replacements therefor (collectively, the “Equipment”);

(b) All inventory as defined in the UCC listed on the accompanying Vehicle

Schedule, as the same may be updated from time to time pursuant to the Credit Agreement,

including, without limitation, all Vehicles, together with all additions and accessions thereto,

replacements therefor, products thereof and documents therefor (collectively, the “Inventory”);

(c) All amounts receivable with respect to sales of Vehicles to third parties (the

“Receivables”); and

 All Proceeds of the foregoing (including, without limitation, whatever is receivable or received

 when Collateral or proceeds is sold, collected, exchanged, returned, substituted or otherwise

 disposed of, whether such disposition is voluntary or involuntary, including rights to payment

 and return premiums and insurance proceeds under insurance with respect to any Collateral, and

 all rights to payment with respect to any cause of action affecting or relating to the Collateral).

[1]-1

 ATTACH MENT 2

 To Security Agreement

[Reserved]

[2]-1

 ATTACHMENT 3

 To Security Agreement

INSURANCE AND

INSURANCE ENDORSEMENTS

If required pursuant to Section 8.07 of the Credit Agreement, each of the liability insurance

policies of the Borrowers shall contain substantially the following endorsements:

(a) Merrill Lynch Commercial Finance Corp. (the “Lender”) shall be named as

additional insured.

(b) In respect of the interests of the Lender in the policies, the insurance shall not

be invalidated by any action or by inaction of any Borrower or by any Person having

temporary possession of the property covered thereby (the “Property”) while under contract

with any Borrower to perform maintenance, repair, alteration or similar work on the Property,

and shall insure the interests of the Lender regardless of any breach or violation of any

warranty, declaration or condition contained in the insurance policy by any Borrower or the

Lender or any other additional insured (other than by such additional insured, as to such

additional insured) or by any Person having temporary possession of the Property while under

contract with any Borrower to perform maintenance, repair, alteration or similar work on the

Property.

(c) If the insurance policy is cancelled for any reason whatsoever, or substantial

change is made in the coverage that affects the interests of the Lender, or if the insurance

coverage is allowed to lapse for non-payment of premium, such cancellation, change or lapse

shall not be effective as to the Lender for 30 days (or 10 days in the case of non-payment of

premium) after receipt by the Lender of written notice from the insurer of such cancellation,

change or lapse.

(d) The Lender shall not have any obligation or liability for premiums,

commissions, assessments, or calls in connection with the insurance.

(e) The insurer shall waive any rights of set-off or counterclaim or any other

deduction, whether by attachment or otherwise, that it may have against the Lender.

(f) The insurance shall be primary without right of contribution from any other

insurance that may be carried by the Lender with respect to its interests in the Property.

(g) The insurer shall waive any right of subrogation against the Lender.

(h) All provisions of the insurance, except the limits of liability, shall operate in

the same manner as if there were a separate policy covering each insured party.

[3]- 1

 ATTACHMENT 4

To Security Agreement

VEHICLE SCHEDULE

[Intentionally omitted. Electronic file delivered to Lender at Closing.]

[4]-1

 ATTACHMENT 5

 To Security Agreement

SCHEDULE OF PRIOR NAMES, TRADE NAMES, PRIOR CORPORATE

STRUCTURES, ETC.

COMPANY

FORMER NAMES

(1998 - Present)

CHANGES TO CORPORATE STRUCTURE

(1998 - Present)

FICTITIOUS NAMES

(1998 - Present)

U-Haul International, Inc.

None

None

None

U-Haul Leasing & Sales Co.

None

None

None

U-Haul Co. of Arizona

None

None

U-Haul Co. of Southern Arizona

U-Haul Co. of Western Arizona

U-Haul Co. of Eastern Arizona

[5]-1
EX-10.98 4 boxtruckindenture.htm BOX TRUCK INDENTURE Box Truck Indenture

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

_______________________________

2007-1 BOX TRUCK BASE INDENTURE

Dated as of June 1, 2007

_______________________________

Box Truck Asset Backed Notes

(Issuable in Series)

TABLE OF CONTENTS

ARTICLE 1. DEFINITIONS, INCORPORATION BY REFERENCE AND CONSTRUCTION

Section 1.1. Definitions

Section 1.2. Cross-References

Section 1.3. Rules of Construction

Section 1.4. Other Definitional Provisions

ARTICLE 2. THE NOTES

Section 2.1. Joint and Several Obligations

Section 2.2. Designation and Terms of Notes

Section 2.3. Notes Issuable in Series

Section 2.4. Series Supplement For Each Series

Section 2.5. Execution and Authentication

Section 2.6. Registration of Transfer and Exchange of Notes

Section 2.7. Appointment of Paying Agent

Section 2.8. Noteholder List

Section 2.9. Persons Deemed Owners

Section 2.10. Replacement Notes

Section 2.11. Treasury Notes

Section 2.12. Temporary Notes

Section 2.13. Cancellation

Section 2.14. Principal and Interest

Section 2.15. Book-Entry Notes

Section 2.16. Definitive Notes

Section 2.17. Tax Treatment

Section 2.18. CUSIP Numbers

ARTICLE 3. SECURITY

Section 3.1. Grant of Security Interest

Section 3.2. Certain Rights and Obligations of the Issuers Unaffected

Section 3.3. Performance of Collateral Agreements

Section 3.4. Release of Collateral

Section 3.5. Stamp, Other Similar Taxes and Filing Fees

ARTICLE 4. REPORTS

Section 4.1. Agreement of the Issuers to Provide Reports and Instructions

Section 4.2. Administrator

Section 4.3. Reports to Noteholders

Section 4.4. Annual Noteholders’ Tax Statement

Section 4.5. Rule 144A Information

ARTICLE 5. ALLOCATION AND APPLICATION OF COLLECTIONS

Section 5.1. Issuer Accounts

-i-

Section 5.2. Collections and Allocations

Section 5.3. Determination of Monthly Interest

Section 5.4. Determination of Monthly Principal

Section 5.5. Misdirected Collections

ARTICLE 6. DISTRIBUTIONS

Section 6.1. Distributions in General

ARTICLE 7. REPRESENTATIONS AND WARRANTIES

Section 7.1. Existence and Power

Section 7.2. Limited Liability Company and Governmental Authorization

Section 7.3. Binding Effect

Section 7.4. Financial Information; Financial Condition

Section 7.5. Litigation

Section 7.6. No ERISA Plan

Section 7.7. Tax Filings and Expenses

Section 7.8. Disclosure

Section 7.9. Investment Company Act; Securities Act

Section 7.10. Regulations T, U and X

Section 7.11. No Consent

Section 7.12. Solvency

Section 7.13. Ownership of Membership Interests

Section 7.14. Security Interests

Section 7.15. Binding Effect of Collateral Agreements

Section 7.16. Non-Existence of Other Agreements

Section 7.17. Compliance with Contractual Obligations and Laws

Section 7.18. Eligible Box Trucks

Section 7.19. SPV Fleet Owner Agreement

Section 7.20. No Employees

Section 7.21. Environmental Matters

Section 7.22. Other Representations

ARTICLE 8. COVENANTS

Section 8.1. Payment of Notes

Section 8.2. Maintenance of Office or Agency

Section 8.3. Payment of Obligations

Section 8.4. Maintenance of Existence

Section 8.5. Compliance with Requirements of Law and Contractual Obligations

Section 8.6. Inspection of Property, Books and Records

Section 8.7. Compliance with Collateral Agreements

Section 8.8. Notice of Defaults

Section 8.9. Notice of Material Proceedings

Section 8.10. Further Requests

Section 8.11. Further Assurances

Section 8.12. Liens

Section 8.13. Other Indebtedness

Section 8.14. Mergers

-ii-

Section 8.15. Sales of Collateral

Section 8.16. Acquisition of Assets

Section 8.17. Distributions

Section 8.18. Name; Principal Office

Section 8.19. Organizational Documents

Section 8.20. Investments

Section 8.21. No Other Agreements

Section 8.22. Other Business

Section 8.23. Maintenance of Separate Existence

Section 8.24. Use of Proceeds of Notes

Section 8.25. No ERISA Plan

Section 8.26. No Employees

Section 8.27. Environmental

Section 8.28. SPV Fleet Owner Agreement

Section 8.29. Maintenance of the Box Trucks

Section 8.30. Entrance into a Permitted Note Issuance Indenture

Section 8.31. Box Truck SPV Permitted Note Limited Guarantees

ARTICLE 9. EVENTS OF DEFAULT

Section 9.1. Events of Default

Section 9.2. Acceleration of Maturity; Rescission and Annulment

Section 9.3. Collection of Indebtedness and Suits for Enforcement by the Trustee

Section 9.4. Remedies; Priorities

Section 9.5. Optional Preservation of the Collateral

Section 9.6. Limitation on Suits

Section 9.7. Unconditional Rights of Noteholders to Receive Principal and Interest

Section 9.8. Restoration of Rights and Remedies

Section 9.9. Rights and Remedies Cumulative

Section 9.10. Delay or Omission Not a Waiver

Section 9.11. Control by the Controlling Party

Section 9.12. Waiver of Past Defaults

Section 9.13. Undertaking for Costs

Section 9.14. Waiver of Certain Rights

Section 9.15. Sale of Collateral

Section 9.16. Action on Notes

ARTICLE 10. RAPID AMORTIZATION EVENTS

Section 10.1. Rapid Amortization Events

ARTICLE 11. THE TRUSTEE

Section 11.1. Duties of the Trustee

Section 11.2. Rights of the Trustee

Section 11.3. Individual Rights of the Trustee

Section 11.4. Notice of Events of Default, Rapid Amortization Events, Defaults and Potential Rapid Amortization Events

Section 11.5. Compensation and Expenses

Section 11.6. Eligibility Disqualification

-iii-

Section 11.7. Replacement of the Trustee

Section 11.8. Successor Trustee by Merger, etc.

Section 11.9. Appointment of Co-Trustee or Separate Trustee

Section 11.10. Representations and Warranties of the Trustee

Section 11.11. Issuer Indemnification of the Trustee

ARTICLE 12. DISCHARGE OF INDENTURE

Section 12.1. Termination of the Issuers’ Obligations

Section 12.2. Application of Trust Money

Section 12.3. Repayment to the Issuers

Section 12.4. Reinstatement

ARTICLE 13. AMENDMENTS

Section 13.1. Without Consent of the Noteholders

Section 13.2. With Consent of the Noteholders

Section 13.3. Supplements

Section 13.4. Revocation and Effect of Consents

Section 13.5. Notation on or Exchange of Notes

Section 13.6. The Trustee to Sign Amendments, etc.

ARTICLE 14. MISCELLANEOUS

Section 14.1. Notices

Section 14.2. Communication by Noteholders With Other Noteholders

Section 14.3. Certificate and Opinion as to Conditions Precedent

Section 14.4. Statements Required in Certificate

Section 14.5. Rules by the Trustee

Section 14.6. Duplicate Originals

Section 14.7. Benefits of Indenture

Section 14.8. Payment on Business Day

Section 14.9. Governing Law

Section 14.10. No Adverse Interpretation of Other Agreements

Section 14.11. Successors

Section 14.12. Severability

Section 14.13. Counterpart Originals

Section 14.14. Table of Contents, Headings, etc.

Section 14.15. Termination; Collateral

Section 14.16. Release of an Issuer

Section 14.17. No Bankruptcy Petition

Section 14.18. No Recourse.

Section 14.19. Subordination.

Section 14.20. Waiver of Trial by Jury

Section 14.21. Submission to Jurisdiction

Section 14.22. Know Your Customer

-iv-

SCHEDULES AND EXHIBITS

SCHEDULE 1 DEFINITIONS LIST

EXHIBIT A FORM OF MONTHLY REPORT

EXHIBIT B FORM OF BOX TRUCK SPV

PERMITTED NOTE LIMITED GUARANTEE

-v-

2007-1 BOX TRUCK BASE INDENTURE, dated as of June 1, 2007, 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, the “Trustee”).

W I T N E S S E T H:

WHEREAS, each Issuer has duly authorized the execution and delivery by it of this 2007-1 Base Indenture to provide for the issuance from time to time of one or more series of the Issuers’ Box Truck Asset Backed Notes (the “Notes”), issuable as provided in this 2007-1 Base Indenture; and

WHEREAS, all things necessary to make this 2007-1 Base Indenture a legal, valid and binding agreement of the Issuers, enforceable in accordance with its terms, have been done, and each Issuer proposes to do all the things necessary to make the Notes, when executed by such Issuer and authenticated and delivered by the Trustee hereunder and duly issued by such Issuer, the legal, valid and binding obligations of such Issuer as hereinafter provided;

NOW, THEREFORE, for and in consideration of the premises and the receipt of the Notes by the Noteholders, it is mutually covenanted and agreed, for the benefit of the Trustee, on behalf of the Secured Parties, as follows:

ARTICLE 1.

DEFINITIONS, INCORPORATION BY REFERENCE AND CONSTRUCTION

Section 1.1. Definitions. Certain capitalized terms used herein (including the preamble and the recitals hereto) shall have the meanings assigned to such terms in the Definitions List attached hereto as Schedule I (the “Definitions List”), as such Definitions List may be amended or modified from time to time in accordance with the provisions hereof.

Section 1.2. Cross-References. Unless otherwise specified, references in this 2007-1 Base Indenture and in each other Related Document to any Article or Section are references to such Article or Section of this 2007-1 Base Indenture or such other Related Document, as the case may be and, unless otherwise specified, references in any Article, Section or definition to any clause are references to such clause of such Article, Section or definition.

Section 1.3. Rules of Construction. In the Indenture, unless the context otherwise requires:

(i) the singular includes the plural and vice versa;

(ii) reference to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are permitted by the Indenture, and reference to any Person in a particular capacity only refers to such Person in such capacity;

(iii) reference to any gender includes the other gender;

(iv) reference to any Requirement of Law means such Requirement of Law as amended, modified, codified or reenacted, in whole or in part, and in effect from time to time;

(v) “including” (and with correlative meaning “include”) means including without limiting the generality of any description preceding such term;

(vi) with respect to the determination of any period of time, “from” means “from and including” and “to” means “to but excluding”; and

(vii) “or” is not exclusive.

Section 1.4. Other Definitional Provisions. (i) All terms defined in the Indenture shall have such defined meanings when used in any certificate or document made or delivered pursuant hereto unless otherwise defined therein.

(ii) The words “hereof,” “herein” and “hereunder” and words of similar import when used in the Indenture shall refer to the Indenture as a whole and not to any particular provision of the Indenture; and Section, subsection, Schedule and Exhibit references contained in the Indenture are references to Sections, subsections, Schedules and Exhibits in or to the Indenture unless otherwise specified.

ARTICLE 2.

THE NOTES

Section 2.1. Joint and Several Obligations. Each Issuer hereby agrees and acknowledges that it will be liable, jointly and severally, for the Issuer Obligations, including the Notes and all amounts payable with respect thereto.

Section 2.2. Designation and Terms of Notes. Each Series of Notes shall be substantially in the form specified in the applicable Series Supplement, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted hereby or by the applicable Series Supplement and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may, consistently herewith, be determined to be appropriate by the Authorized Officers executing such Notes, as evidenced by their execution of the Notes and shall bear, upon its face, the designation for such Series to which it belongs so selected by the Issuers. All Notes of all Series shall, except as specified in the applicable Series Supplement, be equally and ratably entitled as provided herein to the benefits hereof without preference, priority or distinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this 2007-1 Base Indenture and the applicable Series Supplement. The aggregate principal amount of Notes which may be authenticated and delivered under the Indenture is unlimited. The Notes of each

2

Series shall be issued in the minimum denominations, if any, set forth in the applicable Series Supplement.

Section 2.3. Notes Issuable in Series. (a) The Notes may be issued in one or more Series; provided, however, that there shall be no more than one Series of Notes Outstanding at any time.

(b) Each Series of Notes shall be created by a Series Supplement. Subject to Section 2.3(a), Notes of a new Series may from time to time be executed by the Issuers and delivered to the Trustee for authentication and thereupon the same shall be authenticated and delivered by the Trustee upon the receipt by the Trustee of a Company Request at least two (2) Business Days (or such shorter period as is acceptable to the Trustee) in advance of the related Closing Date and upon delivery by the Issuers to the Trustee, and receipt by the Trustee, of the following:

(i) a Company Order authorizing and directing the authentication and delivery of the Notes of such new Series by the Trustee and specifying the designation of such new Series, the Initial Aggregate Note Balance of such new Series to be authenticated and the Note Rate (or the method for allocating interest payments or other cash flows to such Series) with respect to such new Series;

(ii) a Series Supplement satisfying the criteria set forth in Section 2.4 in form satisfactory to the Trustee executed by each Issuer and the Trustee and specifying the Principal Terms of such new Series;

(iii) the related Enhancement Agreement, if any, executed by each of the parties thereto, other than the Trustee;

(iv) written confirmation that the Permitted Note Issuance Rating Agency Condition shall have been satisfied with respect to such issuance;

(v) an Officer’s Certificate of each Issuer dated as of the applicable Closing Date to the effect that (x) no Event of Default, Rapid Amortization Event, Aggregate Asset Amount Deficiency, Enforcement Event, Termination Event, Default, Potential Rapid Amortization Event, Potential Enforcement Event, or Potential Termination Event is continuing or will occur as a result of the issuance of the new Series of Notes, (y) after giving effect to the application of the net proceeds of such new Series, the only Series of Notes Outstanding will be the new Series of Notes and (z) all conditions precedent provided in this 2007-1 Base Indenture and the applicable Series Supplement with respect to the authentication and delivery of the new Series of Notes have been complied with;

(vi) unless otherwise specified in the related Series Supplement, an Opinion of Counsel, subject to the assumptions and qualifications stated therein, and in a form reasonably acceptable to the Trustee, dated the applicable Closing Date, substantially to the effect that:

(A) all instruments furnished to the Trustee conform to the requirements of this 2007-1 Base Indenture and the applicable Series Supplement

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 and constitute all the documents required to be delivered hereunder and thereunder for the Trustee to authenticate and deliver the new Series of Notes, and all conditions

 precedent provided for in this 2007-1 Base Indenture and the applicable Series Supplement with respect to the authentication and delivery of the new Series of Notes have

 been complied with;

(B) the applicable Series Supplement has been duly authorized, executed and delivered by each Issuer;

(C) the new Series of Notes has been duly authorized and executed and, when authenticated and delivered in accordance with the provisions of this 2007-1 Base Indenture and the applicable Series Supplement, will constitute valid, binding and enforceable obligations of each Issuer entitled to the benefits of this 2007-1 Base Indenture and the applicable Series Supplement, subject, in the case of enforcement, to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and to general principles of equity;

(D) the applicable Series Supplement is a legal, valid and binding agreement of each Issuer, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and to general principles of equity; and

(E) such other matters as the Trustee may reasonably require;

(vii) a Permitted Note Issuance SPV Limited Guarantee executed by each Permitted Note Issuance SPV which is a party to a Permitted Note Issuance Indenture as of the applicable Closing Date;

(viii) evidence that each of the parties to the Related Documents and each party to any Hedge Agreement (other than any interest rate cap agreement) outstanding as of the date thereof has covenanted and agreed that, prior to the date which is one year and one day after the payment in full of all Issuer Obligations, it will not institute against, or join with any other Person in instituting, against USF, any Box Truck SPV, any Permitted Note Issuance SPV or the Nominee Titleholder any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings, under any federal or state bankruptcy or similar law; and

(ix) such other documents, instruments, certifications, agreements or other items as the Trustee may reasonably require.

Upon satisfaction of such conditions, the Trustee shall authenticate and deliver, as provided above, such Series of Notes upon execution thereof by each Issuer.

Section 2.4. Series Supplement For Each Series. In conjunction with the issuance of a new Series, the parties hereto shall execute a Series Supplement, which shall specify the relevant terms with respect to such new Series of Notes, which shall include, as applicable: (i) its name or designation, (ii) the Initial Aggregate Note Balance or the method for determining

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the Aggregate Note Balance of the Notes if such Series will have a variable principal amount, (iii) the Note Rate (or the method for allocating interest payments or other cash flows to such Series) with respect to such Series, (iv) the interest payment date or dates (if other than a Payment Date) and the date or dates from which interest shall accrue, (v) the method of allocating Collections with respect to such Series and the method by which the principal amount of Notes of such Series shall amortize or accrete, (vi) the names of any Series Accounts to be used by such Series and the terms governing the operation of any such accounts, (vii) the terms of any Enhancement with respect to such Series, (viii) the Enhancement Provider with respect to such Series, if any, (ix) the name of the Clearing Agency, if any, or Foreign Clearing Agency, if any, (x) the terms on which the Notes of such Series may be redeemed, repurchased or remarketed to other investors, (xi) whether the Notes of such Series will be issued in multiple Classes and, if so, the rights and priorities of each such Class, and (xii) any other relevant terms of such Series of Notes that do not conflict with the provisions of this 2007-1 Base Indenture (all such terms, the “Principal Terms” of such Series).

Section 2.5. Execution and Authentication. (a) An Authorized Officer of each Issuer shall sign the Notes by manual, facsimile or electronically scanned signature. If an Authorized Officer whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note shall nevertheless be valid.

(b) At any time and from time to time after the execution and delivery of this 2007-1 Base Indenture, the Issuers may deliver Notes of any particular Series executed by each Issuer to the Trustee for authentication, together with one or more Company Orders for the authentication and delivery of such Notes, and the Trustee, in accordance with such Company Order and this 2007-1 Base Indenture, shall authenticate and deliver such Notes.

(c) No Note shall be entitled to any benefit under the Indenture or be valid for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for herein, duly executed by the Trustee by the manual signature of a Trust Officer. Such signatures on such certificate shall be conclusive evidence, and the only evidence, that the Note has been duly authenticated under the Indenture. The Trustee may appoint an authenticating agent acceptable to the Issuers to authenticate Notes. Unless limited by the term of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this 2007-1 Base Indenture to authentication by the Trustee includes authentication by such agent. The Trustee’s certificate of authentication shall be in substantially the following form:

This is one of the Notes of a series issued under the within-mentioned Indenture.

U.S. BANK NATIONAL ASSOCIATION,

as Trustee

By:

Authorized Signatory

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(d) Each Note shall be dated and issued as of the date of its authentication by the Trustee.

(e) Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuers, and the Issuers shall deliver such Note to the Trustee for cancellation as provided in Section 2.13 together with a written statement stating that such Note has never been issued and sold by the Issuers, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall not be entitled to the benefits of the Indenture.

Section 2.6. Registration of Transfer and Exchange of Notes. (a) The Issuers shall cause to be kept at the office or agency to be maintained by a transfer agent and registrar (the “Registrar”), a register (the “Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Registrar shall provide for the registration of the Notes of each Series (unless otherwise provided in the applicable Series Supplement) and of transfers and exchanges of the Notes as herein provided. U.S. Bank National Association is hereby initially appointed Registrar for the purposes of registering the Notes and transfers and exchanges of the Notes as herein provided. The Issuers may appoint one or more co-registrars. Any reference in the Indenture to the Registrar shall include any co-registrar unless the context otherwise requires. U.S. Bank National Association shall be permitted to resign as Registrar upon 30 days’ written notice to the Issuers, any Financial Insurance Provider and the Trustee; provided, however, that such resignation shall not be effective and U.S. Bank National Association shall continue to perform its duties as Registrar until the Issuers have appointed a successor Registrar.

If a Person other than the Trustee is appointed by the Issuers as the Registrar, the Issuers will give the Trustee and any Financial Insurance Provider prompt written notice of the appointment of such Registrar and of the location, and any change in the location, of the Registrar, and the Trustee and any Financial Insurance Provider shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof.

An institution succeeding to the corporate agency business of the Registrar shall continue to be the Registrar without the execution or filing of any paper or any further act on the part of any Issuer or such Registrar.

The Registrar shall maintain in The City of New York (and, if so specified in the applicable Series Supplement for any Series of Notes, any other city designated in such Series Supplement) an office or offices or agency or agencies where Notes may be surrendered for registration of transfer or exchange. The Registrar initially designates its corporate trust office located at 100 Wall Street, Suite 1600, New York, New York 10005, as its office for such purposes. The Registrar shall give prompt written notice to the Trustee, the Issuers, any Financial Insurance Provider and the Noteholders of any change in the location of such office or agency.

Upon surrender for registration of transfer of any Note at the office or agency of the Registrar, if the requirements of Section 2.6(b) and Section 8-401(a) of the New York UCC are met, each Issuer shall execute and, after the Issuers have executed, the Trustee shall authenticate and (if the Registrar is different than the Trustee, then the Registrar shall) deliver to

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the Noteholder, in the name of the designated transferee or transferees, one or more new Notes, in any authorized denominations, of the same Class and a like aggregate principal amount.

At the option of any Noteholder, Notes may be exchanged for other Notes of the same Series in authorized denominations of like aggregate principal amount, upon surrender of the Notes to be exchanged at any office or agency of the Registrar maintained for such purpose.

Whenever any Notes of any Series are so surrendered for exchange, if the requirements of Section 8-401(a) of the New York UCC are met, each Issuer shall execute and, after the Issuers have executed, the Trustee shall authenticate and (if the Registrar is different than the Trustee, then the Registrar shall) deliver to the Noteholder, the Notes which the Noteholder making the exchange is entitled to receive.

All Notes issued upon any registration of transfer or exchange of the Notes shall be the valid obligations of the Issuers, evidencing the same debt, and entitled to the same benefits under the Indenture, as the Notes surrendered upon such registration of transfer or exchange.

Every Note presented or surrendered for registration of transfer or exchange shall be (i) duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed by, the Holder thereof or such Holder’s attorney duly authorized in writing, with a medallion signature guarantee, and (ii) accompanied by such other documents as the Trustee may require.

The preceding provisions of this Section 2.6 notwithstanding, the Trustee or the Registrar, as the case may be, shall not be required to register the transfer of or exchange any Note of any Series for a period of 15 days preceding the due date for any payment in full of the Notes of such Series.

Unless otherwise provided in the applicable Series Supplement, no service charge shall be made for any registration of transfer or exchange of Notes, but the Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Notes.

All Notes surrendered for registration of transfer and exchange shall be canceled by the Registrar and disposed of in a manner satisfactory to the Trustee. The Trustee shall cancel and destroy any Global Notes upon its exchange in full for Definitive Notes and shall deliver a certificate of destruction to the Issuers. Such certificate shall also state that a certificate or certificates of each Foreign Clearing Agency was received with respect to each portion of such Global Note exchanged for Definitive Notes in accordance with the applicable Series Supplement.

The Issuers shall execute and deliver to the Trustee or the Registrar, as applicable, Notes in such amounts and at such times as are necessary to enable each of the Trustee and the Registrar to fulfill its responsibilities under the Indenture and the Notes.

(b) Unless otherwise provided in the applicable Series Supplement, registration of transfer of Notes containing a legend relating to the restrictions on transfer of such

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Notes (which legend shall be set forth in the Series Supplement relating to such Notes) shall be effected only if the conditions set forth in such applicable Series Supplement are satisfied.

Section 2.7. Appointment of Paying Agent. (a) The Trustee may appoint a Paying Agent with respect to the Notes. The Trustee hereby appoints U.S. Bank National Association as the initial Paying Agent. The Paying Agent shall have the revocable power to withdraw funds and make distributions to Noteholders from the appropriate account or accounts maintained for the benefit of Noteholders as specified in this 2007-1 Base Indenture or the applicable Series Supplement. The Trustee may revoke such power and remove the Paying Agent, if the Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under the Indenture in any material respect or for other good cause. The Paying Agent shall be permitted to resign as Paying Agent upon 30 days’ written notice to the Trustee. In the event that any Paying Agent shall no longer be the Paying Agent, the Trustee shall appoint a successor to act as Paying Agent (which shall be a Qualified Institution or a Qualified Trust Institution and may be the Trustee) with the consent of each Issuer. Any reference in the Indenture to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

(b) The Trustee shall cause each Paying Agent (other than itself) to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee (and to the extent that the Trustee is acting as Paying Agent, the Trustee hereby so agrees in respect of clauses (i) and (v) below) that such Paying Agent will:

(i) hold all sums held by it for the payment of amounts due with respect to the Notes in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided;

(ii) give the Trustee notice of any default by the Issuers of which it has actual knowledge in the making of any payment required to be made with respect to the Notes;

(iii) at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent;

(iv) immediately resign as a Paying Agent and forthwith pay to the Trustee all sums held by it in trust for the payment of the Notes if at any time it ceases to meet the standards required to be met by a Trustee hereunder at the time of its appointment; and

(v) comply with all requirements of the Code with respect to the withholding from any payments made by it on any Notes of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewith.

An institution succeeding to the corporate agency business of the Paying Agent shall continue to be the Paying Agent without the execution or filing of any paper or any further act on the part of the Trustee or such Paying Agent.

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(c) Subject to the terms of any Enhancement Agreement and all applicable laws with respect to escheat of funds, any money held by the Trustee or any Paying Agent or a Clearing Agency or a Foreign Clearing Agency in trust for the payment of any amount due with respect to any Note and remaining unclaimed for two (2) years after such amount has become due and payable shall be discharged from such trust and be paid to the order of the Issuers on Company Request. The Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Issuers (and not to any Financial Insurance Provider) for payment thereof (but only to the extent of the amounts so paid to any Issuer), and all liability of the Trustee, such Paying Agent, such Clearing Agency, such Foreign Clearing Agency or any Financial Insurance Provider with respect to such trust money shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Issuers cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in New York City, and in a newspaper customarily published on each Business Day and of general circulation in London, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than thirty (30) days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Issuers. The Trustee may also adopt and employ, at the expense of the Issuers, any other reasonable means of notification of such repayment.

Section 2.8. Noteholder List. The Trustee will furnish or cause to be furnished by the Registrar to any Issuer, any Financial Insurance Provider or the Paying Agent, within five (5) Business Days after receipt by the Trustee of a request therefor from such Issuer, Financial Insurance Provider or the Paying Agent, respectively, in writing, a list in such form as such Issuer, Financial Insurance Provider or the Paying Agent may reasonably require, of the names and addresses of the Noteholders as of the most recent Record Date for payments to such Noteholders. Unless otherwise provided in the applicable Series Supplement, Holders of Notes of any Series having an aggregate principal amount aggregating not less than 10% of the Aggregate Note Balance of such Series (the “Applicants”) may apply in writing to the Trustee, and if such application states that the Applicants desire to communicate with other Noteholders with respect to their rights under the Indenture or under the Notes and is accompanied by a copy of the communication which such Applicants propose to transmit, then the Trustee, after having been adequately indemnified by such Applicants for its costs and expenses, shall afford or shall cause the Registrar to afford such Applicants access during normal business hours to the most recent list of Noteholders held by the Trustee and shall give the Issuers notice that such request has been made, within five (5) Business Days after the receipt of such application. Such list shall be as of a date no more than forty-five (45) days prior to the date of receipt of such Applicants’ request. Every Noteholder, by receiving and holding a Note, agrees with the Trustee that neither the Trustee nor the Registrar shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Noteholders hereunder, regardless of the source from which such information was obtained.

The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of the Noteholders. If the Trustee is not the Registrar, the Issuers shall furnish, or cause to be furnished, to the Trustee at least seven (7) Business Days before each Payment Date (or such shorter period as is acceptable to the Trustee) and at such other time as the Trustee may request in writing, a list in such form and as of such date as

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the Trustee may reasonably require of the names and addresses of the Noteholders.

Section 2.9. Persons Deemed Owners. Prior to due presentation of a Note for registration of transfer, the Trustee, the Paying Agent, any Financial Insurance Provider and the Registrar may treat the Person in whose name any Note is registered as the owner of such Note for the purpose of receiving payments pursuant to the Indenture and for all other purposes whatsoever, and none of the Trustee, the Paying Agent, any Financial Insurance Provider or the Registrar shall be affected by any notice to the contrary.

Section 2.10. Replacement Notes. (a) If (i) any mutilated Note is surrendered to the Trustee, or the Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note, and (ii) there is delivered to the Trustee and any Financial Insurance Provider such security or indemnity as may be required by each of them to hold the Issuers, such Financial Insurance Provider and the Trustee harmless then, in the absence of notice to the Issuers, the Registrar, any Financial Insurance Provider or the Trustee that such Note has been acquired by a protected purchaser (within the meaning of Section 8-303 of the New York UCC), and provided that the requirements of Section 8-405 of the New York UCC (which generally permit the Issuers to impose reasonable requirements) are met, each Issuer shall execute and upon its request the Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note of like tenor and aggregate principal amount; provided, however, that if any such destroyed, lost or stolen Note, but not a mutilated Note, shall have become or within seven (7) days shall be due and payable or shall have been called for redemption, instead of issuing a replacement Note, the Issuers may pay such destroyed, lost or stolen Note when so due or payable without surrender thereof. If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen Note pursuant to the proviso to the preceding sentence, a protected purchaser (within the meaning of Section 8-303 of the New York UCC) of the original Note in lieu of which such replacement Note was issued presents for payment such original Note, the Issuers and the Trustee shall be entitled to recover such replacement Note (or such payment) from the Person to whom it was delivered or any Person taking such replacement Note from such Person to whom such replacement Note was delivered or any assignee of such Person, except a protected purchaser, and the Issuers, the Trustee and any Financial Insurance Provider shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Issuers, the Trustee or such Financial Insurance Provider in connection therewith.

(b) Upon the issuance of any replacement Note under this Section 2.10, the Issuers may require the payment by the Holder of such Note of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the fees and expenses of the Trustee) connected therewith.

(c) Every replacement Note issued pursuant to this Section 2.10 in replacement of any mutilated, destroyed, lost or stolen Note shall be entitled to all the benefits of the Indenture equally and proportionately with any and all other Notes duly issued hereunder.

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(d) The provisions of this Section 2.10 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.

Section 2.11. Treasury Notes. In determining whether the Noteholders of the required Aggregate Note Balance of Notes have concurred in any direction, waiver or consent, Notes owned either beneficially or of record by any Issuer or any Affiliate of any Issuer shall be considered as though they are not Outstanding, except that for the purpose of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes of which the Trustee has actual knowledge or has received written notice of such ownership shall be so disregarded. Absent actual knowledge by, or written notice to, the Trustee of such ownership, the Trustee shall not be deemed to have knowledge of the identity of the individual beneficial owners of the Notes. The Issuers will notify the Trustee of any Notes owned or pledged to the Issuers or any of their Affiliates promptly upon the acquisition thereof or the creation of such pledge.

Section 2.12. Temporary Notes. (a) Pending the preparation of Definitive Notes issued under Section 2.16, the Issuers may prepare and the Trustee, upon receipt of a Company Order, shall authenticate and deliver temporary Notes of such Series. Temporary Notes shall be substantially in the form of Definitive Notes of like Series but may have variations that are not inconsistent with the terms of the Indenture as the officers executing such Notes may determine, as evidenced by their execution of such Notes.

(b) If temporary Notes are issued pursuant to Section 2.12(a) above, the Issuers will cause Definitive Notes to be prepared without unreasonable delay. After the preparation of Definitive Notes, the temporary Notes shall be exchangeable for Definitive Notes upon surrender of the temporary Notes at the office or agency of the Issuers to be maintained as provided in Section 8.2, without charge to the Noteholder. Upon surrender for cancellation of any one or more temporary Notes, each Issuer shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of Definitive Notes of authorized denominations. Until so exchanged, the temporary Notes shall in all respects be entitled to the same benefits under the Indenture as Definitive Notes.

Section 2.13. Cancellation. Each Issuer may at any time deliver to the Trustee for cancellation any Notes previously authenticated and delivered hereunder which such Issuer may have acquired in any manner whatsoever, and all Notes so delivered shall be promptly cancelled by the Trustee. The Registrar and the Paying Agent shall forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment. The Trustee shall cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation. The Issuers may not issue new Notes to replace Notes that they have redeemed or paid or that have been delivered to the Trustee for cancellation. All cancelled Notes held by the Trustee shall be disposed of in accordance with the Trustee’s standard disposition procedures unless by a written order, signed by two Authorized Officers and received by the Trustee in a timely fashion, the Issuers shall direct that cancelled Notes be returned to them.

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Section 2.14. Principal and Interest. (a) The principal of each Series of Notes shall be payable at the times and in the amount set forth in the applicable Series Supplement and in accordance with Section 6.1.

(b) Each Series of Notes shall accrue interest as provided in the applicable Series Supplement and such interest shall be payable on each Payment Date for such Series in accordance with Section 6.1 and the applicable Series Supplement.

(c) Except as provided in the following sentence, the Person in whose name any Note is registered at the close of business on any Record Date with respect to a Payment Date for such Note shall be entitled to receive the principal and interest payable on such Payment Date notwithstanding the cancellation of such Note upon any registration of transfer, exchange or substitution of such Note subsequent to such Record Date. Any interest payable at maturity shall be paid to the Person to whom the principal of such Note is payable.

(d) If the Issuers default in the payment of interest on the Notes of any Series, such interest, to the extent paid on any date that is more than five (5) Business Days after the applicable due date, shall, at the option of the Issuers (and, so long as a Financial Insurance Provider is the Controlling Party, with the consent of the Controlling Party), cease to be payable to the Persons who were Noteholders of such Series at the applicable Record Date (unless the Financial Insurance Provider, if any, has made payment thereof to the Noteholders) and the Issuers shall pay the defaulted interest in any lawful manner, plus, to the extent lawful, interest payable on the defaulted interest, to the Persons who are Noteholders of such Series on a subsequent special record date which date shall be at least five (5) Business Days prior to the payment date, at the rate provided in the Indenture and in the Notes of such Series. The Issuers shall fix or cause to be fixed each such special record date and payment date, and at least fifteen (15) days before the special record date. The Issuers (or the Trustee, in the name of and at the expense of the Issuers) shall mail to Noteholders of such Series a notice that states the special record date, the related payment date and the amount of such interest to be paid.

Section 2.15. Book-Entry Notes. (a) Unless otherwise provided in any applicable Series Supplement, the Notes of each Series, upon original issuance, shall be issued in the form of one or more Global Notes representing the Book-Entry Notes, to be delivered to the depository specified in such Series Supplement (the “Depository”) which shall be the Clearing Agency or the Foreign Clearing Agency, on behalf of such Series. The Notes of each Series shall, unless otherwise provided in the applicable Series Supplement, initially be registered on the Note Register in the name of the Clearing Agency, the Foreign Clearing Agency, the nominee of the Clearing Agency or the nominee of the Foreign Clearing Agency. No Note Owner will receive a definitive note representing such Note Owner’s interest in the related Series of Notes, except as provided in Section 2.16. Unless and until definitive, fully registered Notes (“Definitive Notes”) of any Series have been issued to Note Owners pursuant to Section 2.16:

(i) the provisions of this Section 2.15 shall be in full force and effect with respect to such Series:

(ii) the Paying Agent, the Registrar, any Financial Insurance Provider and the Trustee may deal with the Clearing Agency or the Foreign Clearing Agency and the

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applicable Clearing Agency Participants for all purposes of the Indenture (including the making of payments on the Notes and the giving of instructions or directions hereunder) as the authorized representatives of the Note Owners;

(iii) to the extent that the provisions of this Section 2.15 conflict with any other provisions of the Indenture, the provisions of this Section 2.15 shall control;

(iv) subject to the rights of the Controlling Party under the Indenture, whenever the Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding principal amount of the Notes, the applicable Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or their related Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Trustee; and

(v) subject to the rights of the Controlling Party under the Indenture, the rights of Note Owners of each such Series shall be exercised only through the applicable Clearing Agency or Foreign Clearing Agency and their related Clearing Agency Participants and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency or Foreign Clearing Agency and/or the Clearing Agency Participants, and all references in the Indenture to actions by the Noteholders shall refer to actions taken by the Clearing Agency or the Foreign Clearing Agency upon instructions from the Clearing Agency Participants, and all references in the Indenture to distributions, notices, reports and statements to the Noteholders shall refer to distributions, notices, reports and statements to the Clearing Agency or the Foreign Clearing Agency, as registered holder of the Notes of such Series for distribution to the Note Owners in accordance with the procedures of the Clearing Agency or Foreign Clearing Agency. Unless and until Definitive Notes of such Series are issued pursuant to Section 2.16, the applicable Clearing Agencies will make book-entry transfers among their related Clearing Agency Participants and receive and transmit payments of principal and interest on the Notes to such Clearing Agency Participants.

Section 2.16. Definitive Notes. If (i) (A) the Issuers advise the Trustee in writing that the Clearing Agency or the Foreign Clearing Agency is no longer willing or able to discharge properly its responsibilities as Depository, and (B) the Trustee or the Issuers are unable to locate a qualified successor, (ii) the Issuers, at their option, advise the Trustee in writing that they elect to terminate the book-entry system through the Clearing Agency or Foreign Clearing Agency with respect to any Series or (iii) after the occurrence of an Event of Default, Note Owners of more than 50% of the Aggregate Note Balance of a Series of Notes advise the Trustee and the applicable Clearing Agency or the Foreign Clearing Agency through the applicable Clearing Agency Participants in writing that the continuation of a book-entry system through the applicable Clearing Agency or Foreign Clearing Agency is no longer in the best interests of such Note Owners, the Trustee shall notify all Note Owners of such Series, through the applicable Clearing Agency Participants, of the occurrence of any such event and of the availability of Definitive Notes to Note Owners of such Series requesting the same. Upon surrender to the Trustee of the Notes of such Series by the applicable Clearing Agency or Foreign Clearing

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Agency, accompanied by registration instructions from the applicable Clearing Agency or Foreign Clearing Agency for registration, each Issuer shall execute and the Trustee shall authenticate and (if the Registrar is different than the Trustee, then the Registrar shall) deliver the Definitive Notes in accordance with the instructions of the Clearing Agency. Neither the Issuers nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes of such Series all references herein to obligations imposed upon or to be performed by the applicable Clearing Agency or Foreign Clearing Agency shall be deemed to be imposed upon and performed by the Trustee, to the extent applicable with respect to such Definitive Notes, and the Trustee shall recognize the Holders of the Definitive Notes of such Series as Noteholders of such Series hereunder.

Section 2.17. Tax Treatment. The Issuers have structured the Indenture and the Notes have been (or will be) issued with the intention that the Notes will qualify under applicable tax law as indebtedness of the Issuers and any entity acquiring any direct or indirect interest in any Note by acceptance of its Notes (or, in the case of a Note Owner, by virtue of such Note Owner’s acquisition of a beneficial interest therein) agrees to treat the Notes (or beneficial interests therein) for purposes of federal, state and local and income or franchise taxes and any other tax imposed on or measured by income, as indebtedness of the Issuers. Each Noteholder agrees that it will cause any Note Owner acquiring an interest in a Note through it to comply with the Indenture as to treatment as indebtedness for such tax purposes.

Section 2.18. CUSIP Numbers. The Issuers may use “CUSIP” numbers in respect of any Series of Notes (if then generally in use), and, if so, the Trustee shall use “CUSIP” numbers in notices of redemption in respect of such Series of Notes as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Notes of such Series or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Notes of such Series, and any such redemption shall not be affected by any defect in or omission of such numbers. The Issuers will promptly notify the Trustee in writing of any change in any such “CUSIP” numbers.

ARTICLE 3.

SECURITY

Section 3.1. Grant of Security Interest. (a) To secure the Issuer Obligations, USF hereby pledges, assigns, conveys, delivers, transfers and sets over to the Trustee, for the benefit of the Noteholders and, to the extent provided in any Series Supplement, any Enhancement Providers (including any Financial Insurance Provider) and any counterparty to an interest rate swap agreement with respect to the Notes (collectively, the “Secured Parties”), and hereby grants to the Trustee, for the benefit of the Secured Parties, a security interest in, all of USF’s right, title and interest in, to and under all of the following property whether now or hereafter existing, acquired or created (all of the foregoing being referred to as the “USF Collateral”):

(i) each Collateral Agreement to which it is a party, including all monies due and to become due to USF under or in connection with such Collateral Agreements,

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whether payable as distributions, fees, expenses, costs, indemnities, insurance recoveries, damages for the breach of any of the Collateral Agreements or otherwise, all security for amounts payable thereunder and all rights, remedies, powers, privileges and claims of USF (but not its obligations) against any party under or with respect to the Collateral Agreements (whether arising pursuant to the terms of such Collateral Agreements or otherwise available to USF at law or in equity), the right to enforce any of such Collateral Agreements and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to such Collateral Agreements or the obligations of any party thereunder;

(ii) the Box Truck SPV Membership Interests, including all rights of USF as a Member under each Box Truck SPV Limited Liability Company Agreement, including all moneys and other property distributable thereunder to USF and all rights, remedies, powers, privileges and claims of USF against any other party under or with respect to each Box Truck SPV Limited Liability Company Agreement (whether arising pursuant to the terms of such Box Truck SPV Limited Liability Company Agreement or otherwise available to USF at law or in equity), the right to enforce each Box Truck SPV Limited Liability Company Agreement and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to each Box Truck SPV Limited Liability Company Agreement;

(iii) the Box Truck Collection Account, all monies on deposit from time to time in the Box Truck Collection Account and all Proceeds thereof;

(iv) the Box Truck Purchase Account, all monies on deposit from time to time in the Box Truck Purchase Account and all Proceeds thereof;

(v) each Series Account, all monies on deposit from time to time in such Series Account and all Proceeds thereof;

(vi) all Investment Property credited to the Issuer Accounts;

(vii) all additional property that may from time to time hereafter (pursuant to the terms of any Series Supplement or otherwise) be subjected to the grant and pledge hereof by USF or by anyone on its behalf; and

(viii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing.

(b) To secure the Issuer Obligations, each Box Truck SPV hereby pledges, assigns, conveys, delivers, transfers and sets over to the Trustee, for the benefit of the Secured Parties, and hereby grants to the Trustee, for the benefit of the Secured Parties, a security interest in, all of such Box Truck SPV’s right, title and interest in, to and under all of the following property whether now or hereafter existing, acquired or created (all of the foregoing being referred to as the “Box Truck SPV Collateral” and, together with the USF Collateral, the “Collateral”):

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(i) all trucks owned by such Box Truck SPV, and all Certificates of Title with respect thereto;

(ii) all payments under insurance policies or any warranty payable by reason of loss or damage to, or otherwise with respect to, any of the trucks owned by such Box Truck SPV;

(iii) all proceeds from the sale or other disposition of any truck owned by such Box Truck SPV, including all monies due in respect of any truck under the SPV Fleet Owner Agreement;

(iv) the SPV Fleet Owner Agreement and any collateral pledged to such Box Truck SPV (including the rights of the Fleet Manager under the Rental Company Contracts, to the extent so pledged under the SPV Fleet Owner Agreement) to secure the Fleet Manager’s obligations thereunder including all payments due to such Box Truck SPV under the SPV Fleet Owner Agreement, including all Weekly Fleet Owner Payments, Monthly Fleet Owner Payments and Monthly Advances, in each case allocable to the Box Trucks owned by such Box Truck SPV, and all rights, remedies, powers, privileges and claims of such Box Truck SPV (but not its obligations) against any other party under or with respect to the SPV Fleet Owner Agreement (whether arising pursuant to the terms of the SPV Fleet Owner Agreement or any other agreements or otherwise available to the Box Truck SPV at law or in equity), the right to enforce the SPV Fleet Owner Agreement, any Rental Company Contract (to the extent so pledged under the SPV Fleet Owner Agreement) or any other agreement and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to the SPV Fleet Owner Agreement, any Rental Company Contract (with respect to any Rental Company Contract, to the extent so pledged in the SPV Fleet Owner Agreement) or any other agreement or the obligations of any party thereunder;

(v) each other Collateral Agreement to which such Box Truck SPV is a party, including all monies due and to become due to such Box Truck SPV under or in connection with such Collateral Agreements, whether payable as distributions, fees, expenses, costs, indemnities, insurance recoveries, damages for the breach of any of the Collateral Agreements or otherwise, all security for amounts payable thereunder and all rights, remedies, powers, privileges and claims of such Box Truck SPV against any party under or with respect to such Collateral Agreements (whether arising pursuant to the terms of such Collateral Agreements or otherwise available to such Box Truck SPV at law or in equity), the right to enforce any of such Collateral Agreements and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to such Collateral Agreements or the obligations of any party thereunder;

(vi) the Box Truck Collection Account, all monies on deposit from time to time in the Box Truck Collection Account and all Proceeds thereof;

(vii) the Box Truck Purchase Account, all monies on deposit from time to time in the Box Truck Purchase Account and all Proceeds thereof;

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(viii) each Series Account, all monies on deposit from time to time in such Series Account and all Proceeds thereof;

(ix) all Investment Property credited to the Issuer Accounts;

(x) all additional property that may from time to time hereafter (pursuant to the terms of any Series Supplement or otherwise) be subjected to the grant and pledge hereof by such Box Truck SPV or by anyone on its behalf;

(xi) all other assets of each Box Truck SPV now owned or at any time hereafter acquired by such Box Truck SPV, including all of the following (each as defined in the New York UCC): all accounts, chattel paper, deposit accounts, documents, general intangibles, goods, instruments (including any non-cash proceeds notes), securities accounts and other investment property, commercial tort claims, letter-of-credit rights, letters of credit and money; and

(xii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing.

(c) Each of the foregoing grants is made in trust to secure the Issuer Obligations and to secure compliance with the provisions of this 2007-1 Base Indenture and any Series Supplement, all as provided in the Indenture and the Related Documents. The Trustee, as Trustee on behalf of the Secured Parties, acknowledges such grants, accepts the trusts under this 2007-1 Base Indenture in accordance with the provisions of the Indenture and, subject to Sections 11.1 and 11.2, agrees to perform its duties required in the Indenture to the best of its abilities to the end that the interests of the Secured Parties may be adequately and effectively protected. The Collateral shall secure the Notes equally and ratably without prejudice, priority or distinction.

(d) Each Box Truck SPV shall take, or shall cause to be taken, such action as shall be necessary to ensure that the Lien of the Trustee on each Box Truck owned by such Box Truck SPV (whether owned as of the Effective Date or acquired thereafter) is duly noted on the Certificate of Title for such Box Truck in accordance with all applicable laws and regulations no later than the In-Service Date with respect to such Box Truck. The original Certificates of Title shall be held by the Administrator pursuant to, and in accordance with, the Administration Agreement. The Administrator, or its agent, shall hold such titles as agent for each Box Truck SPV, in trust for the benefit of the Secured Parties and the Trustee.

(e) Each Issuer hereby irrevocably authorizes the Trustee, at any time, and from time to time, to file or cause to be filed in any filing office in any jurisdiction any initial UCC financing statements and amendments thereto that (a) indicate the Lien of the Trustee on the Collateral, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC, and (b) provide any other information required for the sufficiency or filing office acceptance of any UCC financing statement or amendment. Each Issuer agrees to furnish any such information to the Trustee promptly upon the Trustee’s request. Each Issuer also ratifies its authorization for the Trustee to have filed or caused to be filed in any

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UCC jurisdiction any like initial UCC financing statements or amendments thereto if filed prior to the date hereof. The Trustee shall have no obligation to file or cause to be filed any UCC financing statement or continuation statement unless it is directed to do so by an Issuer or the Controlling Party and it is provided with the UCC financing statement in form for filing.

Section 3.2. Certain Rights and Obligations of the Issuers Unaffected. (a) The grant of the security interest in the Collateral to the Trustee on behalf of the Secured Parties shall not (i) relieve any Issuer from the performance of any term, covenant, condition or agreement on such Issuer’s part to be performed or observed under or in connection with any of the Collateral Agreements or (ii) impose any obligation on the Trustee or any of the Secured Parties to perform or observe any such term, covenant, condition or agreement on any Issuer’s part to be so performed or observed or impose any liability on the Trustee or any of the Secured Parties for any act or omission on the part of any Issuer or from any breach of any representation or warranty on the part of any Issuer.

(b) Each Issuer hereby agrees, jointly and severally, to indemnify and hold harmless the Trustee and each Secured Party (including, in each case, their respective directors, officers, employees and agents) from and against any and all losses, liabilities (including liabilities for penalties), claims, demands, actions, suits, judgments, reasonable out-of-pocket costs and expenses arising out of or resulting from the security interest granted hereby, whether arising by virtue of any act or omission on the part of any Issuer or otherwise, including the reasonable out-of-pocket costs, expenses, and disbursements (including reasonable attorneys’ fees and expenses) incurred by the Trustee and any Secured Party in enforcing the Indenture or preserving any of their respective rights to, or realizing upon, any of the Collateral; provided, however, the foregoing indemnification shall not extend to any action by the Trustee or a Secured Party which constitutes bad faith, negligence or willful misconduct by the Trustee, such Secured Party or any other indemnified person hereunder. The indemnification provided for in this Section 3.2 shall survive the removal of, or a resignation by, such Person as Trustee as well as the termination of the Indenture or any Series Supplement.

Section 3.3. Performance of Collateral Agreements. Upon the occurrence of a default or breach by any Person party to a Collateral Agreement, promptly following a request from the Trustee to do so and at the Issuers’ expense, each Issuer agrees to take all such lawful action as permitted under the Indenture as the Trustee may reasonably request to compel or secure the performance and observance by the Administrator, the Nominee Titleholder, the Fleet Manager or any other party to any Collateral Agreement of its obligations to such Issuer, in each case in accordance with the applicable terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to such Issuer to the extent and in the manner directed by the Trustee, including the transmission of notices of default and the institution of legal or administrative actions or proceedings to compel or secure performance by any party to any Collateral Agreement, of its obligations thereunder. If (i) any Issuer shall have failed, within thirty (30) days of receiving the direction of the Trustee, to take commercially reasonable action to accomplish such directions of the Trustee, (ii) any Issuer refuses to take any such action, or (iii) the Trustee reasonably determines that such action must be taken immediately, the Trustee may take such previously directed action and any related action permitted under the Indenture which the Trustee thereafter determines is appropriate (without the need under this provision or any other provision under the Indenture to direct the applicable Issuer to take such action). Any

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such action shall be without prejudice to any right to claim an Event of Default under the Indenture and any right to proceed thereafter as provided in Article IX. Except as otherwise expressly provided herein, the Trustee may demand payment or delivery of, and shall receive and collect, directly and without intervention or assistance of any fiscal agent or other intermediary, all money and other property payable to or receivable by the Trustee pursuant to the Indenture. The Trustee shall apply all such money received by it as provided in the Indenture and the other Related Documents. Notwithstanding anything herein to the contrary, so long as a Financial Insurance Provider is the Controlling Party, the Trustee may only act under this Section 3.3 with the consent of, and shall act at the direction of, the Controlling Party.

Section 3.4. Release of Collateral. (a) From and after the date on which the Fleet Manager or the applicable Box Truck SPV receives the Disposition Proceeds from the sale of a Box Truck permitted in accordance with Section IV of the SPV Fleet Owner Agreement, such Box Truck and the Certificate of Title therefor shall be automatically released from the Lien of this 2007-1 Base Indenture, and the Trustee shall execute such documents and instruments as such Box Truck SPV may reasonably request (including the power of attorney of the Trustee executed on the Effective Date pursuant to Section 6.1(g) of the Administration Agreement appointing the Administrator to act as the agent of the Trustee in releasing the Lien of the Trustee on Box Trucks sold pursuant to the provisions of this Section 3.4(a)), at such Box Truck SPV’s expense, to evidence and/or accomplish such release.

(b) The Trustee shall, at such time as (i) there is no Note Outstanding and no other Issuer Obligations owed to any Person and (ii) any Financial Insurance Provider has been released from its obligations under any Enhancement Agreement (other than in respect of any preference payments in respect of which such Financial Insurance Provider is obligated under its Financial Insurance Policy), release any remaining portion of the Collateral from the Lien of the Indenture and release to the Issuers any funds then on deposit in the Box Truck Collection Account, the Box Truck Purchase Account and any Series Accounts. The Trustee shall release property from the Lien of the Indenture pursuant to this Section 3.4(b) only upon receipt of a Company Order accompanied by an Officer’s Certificate meeting the applicable requirements of Section 14.3.

Section 3.5. Stamp, Other Similar Taxes and Filing Fees. Each Issuer, jointly and severally, shall indemnify and hold harmless the Trustee, any Financial Insurance Provider and each Noteholder from any present or future claim for liability for any stamp or other similar tax and any penalties or interest with respect thereto, that may be assessed, levied or collected by any jurisdiction in connection with the Indenture or any Collateral. The Issuers shall pay (or to the extent incurred by the Trustee or any Financial Insurance Provider, reimburse the Trustee and such Financial Insurance Provider for) any and all amounts in respect of, all search, filing, recording and registration fees, taxes, excise taxes and other similar imposts that may be payable or determined to be payable in respect of the execution, delivery, performance and/or enforcement of the Indenture.

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ARTICLE 4.

REPORTS

Section 4.1. Agreement of the Issuers to Provide Reports and Instructions.

(a) Reports and Certificates. Promptly following delivery to the Issuers, the Issuers shall forward, or cause to be forwarded, to the Trustee and any Financial Insurance Provider copies of all reports, certificates, information or other materials delivered to any Issuer pursuant to any Collateral Agreement.

(b) Monthly Report. On each Determination Date, the Issuers shall forward, or cause to be forwarded, to the Trustee, the Paying Agent and any Enhancement Provider, an Officer’s Certificate of each of the Issuers containing the information required by Exhibit A to this 2007-1 Base Indenture (each, a “Monthly Report”).

(c) Monthly Noteholders’ Statement. On or before each Determination Date, the Issuers shall furnish, or cause to be furnished, to the Trustee and any Financial Insurance Provider a Monthly Noteholders’ Statement substantially in the form provided in the applicable Series Supplement.

(d) Instructions as to Withdrawals and Payments. The Issuers will furnish, or cause to be furnished, to the Trustee or the Paying Agent, as applicable, with a copy to any Financial Insurance Provider, written instructions to make withdrawals and payments from the Box Truck Collection Account, the Box Truck Purchase Account and any Series Accounts and to make drawings under any Enhancement in accordance with the requirements of the Indenture. The Trustee and the Paying Agent shall promptly follow any such written instructions.

Section 4.2. Administrator. Pursuant to the Administration Agreement, the Administrator has agreed to provide certain reports, instructions and other services on behalf of the Issuers. The Noteholders by their acceptance of the Notes consent to the provision of such reports by the Administrator in lieu of the Trustee or the Issuers.

Section 4.3. Reports to Noteholders. The Trustee shall make each Monthly Noteholders’ Statement available on or prior to each Payment Date to each Noteholder, with a copy to the Rating Agencies and any Enhancement Provider, in the method set forth in the applicable Series Supplement.

Section 4.4. Annual Noteholders’ Tax Statement. Unless otherwise specified in the applicable Series Supplement, on or before January 31 of each calendar year, beginning with calendar year 2008, the Paying Agent shall furnish to each Person who at any time during the preceding calendar year was a Noteholder a statement prepared by the Issuers containing the information which is required to be contained in the Monthly Noteholders’ Statements with respect to the Notes held by such Noteholder aggregated for such calendar year or the applicable portion thereof during which such Person was a Noteholder, together with such other customary information (consistent with the treatment of the Notes as debt) as the Issuers deem necessary or desirable to enable the Noteholders to prepare their tax returns with respect to their investment in the Notes (each such statement, an “Annual Noteholders’ Tax Statement”). Such obligations of

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the Issuers to prepare and the Paying Agent to distribute the Annual Noteholders’ Tax Statement shall be deemed to have been satisfied to the extent that substantially comparable information shall be provided by the Paying Agent pursuant to any requirements of the Code as from time to time in effect.

Section 4.5. Rule 144A Information. For so long as any of the Notes are “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, the Issuers agree to provide to any Noteholder or Note Owner and to any prospective purchaser of Notes designated by such Noteholder or Note Owner upon the request of such Noteholder or Note Owner or prospective purchaser, any information required to be provided to such holder or prospective purchaser to satisfy the conditions set forth in Rule 144A(d)(4) under the Securities Act.

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ARTICLE 5.

ALLOCATION AND APPLICATION OF COLLECTIONS

Section 5.1. Issuer Accounts.

(a) Establishment of the Box Truck Collection Account. On or prior to the Effective Date, the Issuers, the Box Truck Collection Account Securities Intermediary and the Trustee shall have entered into the Box Truck Collection Account Control Agreement pursuant to which the Box Truck Collection Account shall be established and maintained for the benefit of the Secured Parties. If at any time the Box Truck Collection Account is no longer an Eligible Deposit Account, the Trustee shall, within five (5) Business Days, notify the Issuers and any Financial Insurance Provider and cause the Box Truck Collection Account to be moved to a Qualified Institution or a Qualified Trust Institution and cause the depositary maintaining the new Box Truck Collection Account to assume the obligations of the existing Box Truck Collection Account Securities Intermediary under the Box Truck Collection Account Control Agreement.

(b) Administration of the Box Truck Collection Account. All amounts held in the Box Truck Collection Account shall be invested in accordance with the Box Truck Collection Account Control Agreement 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 dates specified in any Series Supplement. In the absence of written investment instructions hereunder, funds on deposit in the Box Truck Collection Account shall be invested at the written direction of the Controlling Party, or if the Controlling Party gives no such direction, shall remain uninvested. USF shall not direct the disposal of any Permitted Investments prior to the maturity thereof to the extent such disposal would result in a loss of the initial purchase price of such Permitted Investment. On the Business Day immediately preceding each Payment Date, all interest and other investment earnings (net of losses and investment expenses) on Collections with respect to the Notes for such Payment Date shall be treated as Collections and applied in accordance with any Series Supplement.

(c) Establishment of the Box Truck Purchase Account. On or prior to the Effective Date, the Issuers, the Box Truck Purchase Account Securities Intermediary and the Trustee shall have entered into the Box Truck Purchase Account Control Agreement pursuant to which the Box Truck Purchase Account shall be established and maintained for the benefit of the Secured Parties. If at any time the Box Truck Purchase Account is no longer an Eligible Deposit Account, the Trustee shall, within five (5) Business Days, notify the Issuers and any Financial Insurance Provider and cause the Box Truck Purchase Account to be moved to a Qualified Institution or a Qualified Trust Institution and cause the depositary maintaining the new Box Truck Purchase Account to assume the obligations of the existing Box Truck Purchase Account Securities Intermediary under the Box Truck Purchase Account Control Agreement.

(d) Administration of the Box Truck Purchase Account. All amounts held in the Box Truck Purchase Account shall be invested in accordance with the Box Truck Purchase Account Control Agreement at the written direction of USF in Permitted Investments that

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mature, or that are payable or redeemable upon demand of the holder thereof, on or prior to the dates specified in any Series Supplement. In the absence of written investment instructions hereunder, funds on deposit in the Box Truck Purchase Account shall be invested at the written direction of the Controlling Party, or if the Controlling Party gives no such direction, shall remain uninvested. USF shall not direct the disposal of any Permitted Investments prior to the maturity thereof to the extent such disposal would result in a loss of the initial purchase price of such Permitted Investment. On the Business Day immediately preceding each Payment Date, all interest and other investment earnings (net of losses and investment expenses) on amounts on deposit in the Box Truck Purchase Account during the Related Monthly Period shall be treated as Collections, deposited into the Box Truck Collection Account and allocated in accordance with any Series Supplement.

(e) Establishment of Series Accounts. To the extent specified in the Series Supplement with respect to any Series of Notes, the Trustee may establish and maintain one or more Series Accounts to facilitate the proper allocation of Collections in accordance with the terms of such Series Supplement.

Section 5.2. Collections and Allocations.

(a) Collections in General. Until this 2007-1 Base Indenture is terminated pursuant to Section 12.1, each Issuer shall, and the Trustee is authorized to, cause all Collections due and to become due to be deposited in the following manner:

(i) all payments of Weekly Fleet Owner Payments, Monthly Fleet Owner Payments, Monthly Advances and any other payments under the SPV Fleet Owner Agreement shall be paid directly by the Fleet Manager to the Trustee for deposit into the Box Truck Collection Account;

(ii) all Disposition Proceeds shall be deposited directly into the Box Truck Collection Account or shall be deposited into the Box Truck Collection Account within two (2) Business Days of receipt by the Fleet Manager; and

(iii) all other Collections from any other source shall be either paid directly into the Box Truck Collection Account at such times as such amounts are due or deposited by the Fleet Manager into the Box Truck Collection Account within two (2) Business Days of receipt by the Fleet Manager.

All monies, instruments, cash and other proceeds received by the Trustee pursuant to this 2007-1 Base Indenture shall be immediately deposited in the Box Truck Collection Account and shall be applied as provided in the applicable Series Supplement.

(b) Fleet Manager Withdrawal. On the Business Day preceding any Monthly Fleet Owner Payment Date, the Administrator may direct the Trustee in writing (with a copy to any Financial Insurance Provider) pursuant to the Administration Agreement to, and the Trustee shall, withdraw from the Box Truck Collection Account and pay to the Fleet Manager on such Monthly Fleet Owner Payment Date any amount up to the Monthly Fleet Manager Excess Amount, if any, for such Monthly Fleet Owner Payment Date (any such payment, a “Fleet Manager Withdrawal”).

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Section 5.3. Determination of Monthly Interest. Monthly payments of interest on each Series of Notes shall be determined, allocated and distributed in accordance with the procedures set forth in the applicable Series Supplement.

Section 5.4. Determination of Monthly Principal. Monthly payments of principal of each Series of Notes shall be determined, allocated and distributed in accordance with the procedures set forth in the applicable Series Supplement. However, all principal of or interest on any Series of Notes shall be due and payable no later than the Legal Final Maturity Date with respect to such Series.

Section 5.5. Misdirected Collections. Each Issuer agrees that if any Collections are received by such Issuer in an account other than the Box Truck Collection Account or in any other manner, such monies, instruments, cash and other proceeds shall be, within one (1) Business Day of the identification of such payment, paid over to, the Trustee, with any necessary endorsement.

[THE REMAINDER OF ARTICLE 5 IS RESERVED AND MAY BE SPECIFIED IN ANY SUPPLEMENT WITH RESPECT TO ANY SERIES.]

ARTICLE 6.

DISTRIBUTIONS

Section 6.1. Distributions in General. (a) Unless otherwise specified in the applicable Series Supplement, on each Payment Date, the Paying Agent shall pay to the Noteholders of record on the preceding Record Date the amounts payable thereto hereunder by check mailed first-class postage prepaid to such Noteholder at the address for such Noteholder appearing in the Note Register except that with respect to Notes registered in the name of a Clearing Agency or a Foreign Clearing Agency or its nominee, such amounts shall be payable by wire transfer of immediately available funds released by the Paying Agent from the applicable Series Account no later than Noon (New York City time) on the Payment Date for credit to the account designated by such Clearing Agency or Foreign Clearing Agency or its nominee, as applicable; provided, however, that, the final principal payment due on a Note shall only be paid to the Noteholder on due presentment of such Note for cancellation in accordance with the provisions of the Note.

(b) Unless otherwise specified in the applicable Series Supplement, (i) all distributions to Noteholders of all Classes within a Series of Notes will have the same priority and (ii) in the event that on any date of determination the amount available to make payments to the Noteholders is not sufficient to pay all sums required to be paid to such Noteholders on such date, then each Class of Noteholders will receive its ratable share (based upon the aggregate amount due to such Class of Noteholders) of the aggregate amount available to be distributed in respect of the Notes.

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ARTICLE 7.

REPRESENTATIONS AND WARRANTIES

Each Issuer hereby represents and warrants, for the benefit of the Trustee and the Secured Parties, as follows as of each Closing Date and as of each Subsequent Funding Date:

Section 7.1. Existence and Power. Such Issuer (a) is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Nevada, (b) is duly qualified to do business as a foreign limited liability company and in good standing under the laws of each jurisdiction where the character of its property, the nature of its business or the performance of its obligations under the Related Documents make such qualification necessary, and (c) has all limited liability company powers and all governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted and for purposes of the transactions contemplated by this 2007-1 Base Indenture and the other Related Documents, except, in the case of clause (b), for such failures to be so qualified as could not reasonably be expected to result in a Material Adverse Effect.

Section 7.2. Limited Liability Company and Governmental Authorization. The execution, delivery and performance by such Issuer of this 2007-1 Base Indenture, the related Series Supplement and each other Related Document to which it is a party (a) is within such Issuer’s limited liability company powers, (b) has been duly authorized by all necessary limited liability company action, (c) requires no action by or in respect of, or filing with, any Governmental Authority which has not been obtained and (d) does not contravene, or constitute a default under, any Requirement of Law with respect to such Issuer or Contractual Obligation with respect to such Issuer or result in the creation or imposition of any Lien on any property of such Issuer, except for Permitted Liens. This 2007-1 Base Indenture and each of the other Related Documents to which such Issuer is a party has been executed and delivered by a duly Authorized Officer of such Issuer.

Section 7.3. Binding Effect. This 2007-1 Base Indenture and each other Related Document to which such Issuer is a party is a legal, valid and binding obligation of such Issuer enforceable against such Issuer in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors’ rights generally or by general equitable principles, whether considered in a proceeding at law or in equity and by an implied covenant of good faith and fair dealing or, solely in the case of any Related Document providing for indemnification for violations of federal securities laws, public policy considerations).

Section 7.4. Financial Information; Financial Condition. All reports, certificates, information or other materials which have been or shall hereafter be furnished by such Issuer to the Trustee, any Financial Insurance Provider and the Rating Agencies pursuant to Section 4.1 do and will, to the extent applicable, present fairly the financial condition of the entities involved as of the dates thereof and the results of their operations for the periods covered thereby.

Section 7.5. Litigation. There is no action, suit or proceeding pending against or, to the knowledge of such Issuer, threatened against or affecting such Issuer before any court or

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arbitrator or any Governmental Authority that could materially adversely affect the financial position, results of operations, business, properties, performance, prospects or condition (financial or otherwise) of such Issuer or which could reasonably be expected to result in a Material Adverse Effect.

Section 7.6. No ERISA Plan. Such Issuer has not established and does not maintain or contribute to any Pension Plan and will not do so as long as any Notes are Outstanding.

Section 7.7. Tax Filings and Expenses. Such Issuer has filed all federal, state and local tax returns and all other tax returns which, to the knowledge of such Issuer, are required to be filed by it (whether informational returns or not), and has paid all taxes due, if any, pursuant to said returns or pursuant to any assessment received by such Issuer, except such taxes, if any, as are being contested in good faith and for which adequate reserves have been set aside on its books and are being maintained in accordance with GAAP. Such Issuer has not received in writing any proposed tax assessment. Such Issuer has paid all fees and expenses required to be paid by it in connection with the conduct of its business, the maintenance of its existence and its qualification as a foreign limited liability company authorized to do business in each state in which it is required to so qualify, except where the failure to pay any such fees and expenses is not reasonably likely to have a Material Adverse Effect.

Section 7.8. Disclosure. All certificates, reports, statements, documents and other information furnished to the Trustee or any Financial Insurance Provider by or on behalf of such Issuer pursuant to any provision of this 2007-1 Base Indenture or any Related Document, or in connection with or pursuant to any amendment or modification of, or waiver under, this 2007-1 Base Indenture or any Related Document, were, at the time the same were so furnished, complete and correct to the extent necessary to give the Trustee or such Financial Insurance Provider (when taken together with all other information furnished to the Trustee prior thereto or contemporaneously therewith by or on behalf of such Issuer) true and accurate knowledge of the subject matter thereof in all material respects, and the furnishing of the same to the Trustee or such Financial Insurance Provider shall constitute a representation and warranty by such Issuer made on the date the same are furnished to the Trustee or such Financial Insurance Provider to the effect specified in this Section 7.8.

Section 7.9. Investment Company Act; Securities Act. Such Issuer is not, and is not controlled by, an “investment company” within the meaning of, and is not required to register as an “investment company” under, the Investment Company Act.

Section 7.10. Regulations T, U and X. The proceeds of the Notes will not be used to purchase or carry any “margin stock” (as defined or used in the regulations of the Board of Governors of the Federal Reserve System, including Regulations T, U and X thereof). Such Issuer is not engaged in the business of extending credit for the purpose of purchasing or carrying any margin stock.

Section 7.11. No Consent. No consent, action by or in respect of, approval or other authorization of, or registration, declaration or filing with, any Governmental Authority or other Person is required for the valid execution and delivery by such Issuer of this 2007-1 Base

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Indenture or any Series Supplement or other Related Document to which it is a party, or for the performance of the obligations of such Issuer hereunder or thereunder other than such consents, approvals, authorizations, registrations, declarations or filings as shall have been obtained by such Issuer prior to the Closing Date or as contemplated in Section 7.14.

Section 7.12. Solvency. Both before and after giving effect to the transactions contemplated by this 2007-1 Base Indenture and the other Related Documents, such Issuer is solvent within the meaning of the Bankruptcy Code and such Issuer is not the subject of any voluntary or involuntary case or proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy or insolvency law and no Event of Bankruptcy has occurred with respect to such Issuer.

Section 7.13. Ownership of Membership Interests. All of the issued and outstanding membership interests of such Issuer are owned by (i) RTAC, in the case of USF, or (ii) USF, in the case of each other Issuer, in each case all of which membership interests have been validly issued, are fully paid and non-assessable and are owned beneficially and of record by (x) RTAC, in the case of USF, or (y) USF, in the case of each other Issuer and, in each case, are owned free and clear of all Liens (other than Permitted Liens). USF has no subsidiaries other than (i) the Box Truck SPVs and (ii) any Permitted Note Issuance SPVs.

Section 7.14. Security Interests. (a) Such Issuer owns and has good and marketable title to the USF Collateral, in the case of USF, or the Box Truck SPV Collateral pledged by such Issuer, in the case of each other Issuer, in all cases, (x) as of the Effective Date, free and clear of all Liens other than the Liens created pursuant to the Indenture, and (y) as of any other date thereafter, free and clear of all Liens other than Permitted Liens. Such Issuer’s rights under the Collateral Agreements to which it is a party constitute general intangibles or accounts under the applicable UCC. The Box Truck SPV Membership Interests constitute general intangibles under the applicable UCC. This 2007-1 Base Indenture constitutes a valid and continuing Lien on the Collateral in favor of the Trustee on behalf of the Secured Parties, which Lien on the Collateral has been perfected and is prior to all other Liens (other than Permitted Liens) and is enforceable as such as against creditors of and purchasers from the Issuers in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors’ rights generally or by general equitable principles, whether considered in a proceeding at law or in equity and by an implied covenant of good faith and fair dealing. Such Issuer has received all consents and approvals required by the terms of the Collateral to the pledge of the Collateral to the Trustee.

(b) Other than the security interest granted to the Trustee hereunder, such Issuer has not pledged, assigned, sold or granted a security interest in the Collateral. As of the In-Service Date with respect to any Box Truck, all action necessary to protect and perfect the Trustee’s security interest therein will have been duly and effectively taken, including the actions described in Section 3.1(d). All other action necessary, including the filing of UCC-1 financing statements, to protect and perfect the Trustee’s security interest in all Collateral other than Box Trucks has been duly and effectively taken. No security agreement, financing statement, equivalent security or lien instrument or continuation statement listing such Issuer as debtor covering all or any part of the Collateral is on file or of record in any jurisdiction, except such as

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may have been filed, recorded or made by such Issuer in favor of the Trustee on behalf of the Secured Parties in connection with this 2007-1 Base Indenture, and such Issuer has not authorized any such filing.

(c) All authorizations in the Indenture for the Trustee to endorse checks, instruments and securities and to file UCC financing statements, continuation statements, security agreements and other instruments with respect to the Collateral and to take such other actions with respect to the Collateral authorized by the Indenture are powers coupled with an interest and are irrevocable for so long as the Indenture has not been terminated in accordance with its terms.

(d) Such Issuer’s legal name is U-Haul S Fleet, LLC, in the case of USF, 2007 TM-1, LLC, in the case of TM Truck SPV, 2007 DC-1, LLC, in the case of DC Truck SPV, or 2007 EL-1, LLC, in the case of EL Truck SPV, and in each case its location within the meaning of Section 9-307 of the applicable UCC is the State of Nevada.

Section 7.15. Binding Effect of Collateral Agreements. Each of the Collateral Agreements to which such Issuer is a party is in full force and effect and there are no (x) outstanding Enforcement Events, Termination Events, Potential Enforcement Events or Potential Termination Events under the SPV Fleet Owner Agreement, (y) outstanding Administrator Defaults under the Administration Agreement or (z) defaults by the Nominee Titleholder of any of its obligations or covenants under the Nominee Titleholder Agreement.

Section 7.16. Non-Existence of Other Agreements. (a) Other than as permitted by Section 8.21, Section 8.23 and Section 8.31, (i) such Issuer is not a party to any contract or agreement of any kind or nature and (ii) such Issuer is not subject to any obligations or liabilities of any kind or nature in favor of any third party, including Contingent Obligations.

(b) Such Issuer has not engaged in any activities since its formation other than (x) those incidental to its formation, the authorization and the issuance of the initial Series of Notes and the execution of the Related Documents to which it is a party, (y) solely in the case of USF, those incidental to the formation of any Permitted Note Issuance SPV, the authorization and issuance of any Permitted Notes and the execution of any Permitted Note Issuance Related Documents to which it is a party and (z) the performance of the activities referred to in or contemplated by such agreements.

Section 7.17. Compliance with Contractual Obligations and Laws. Such Issuer is not (i) in violation of the USF Limited Liability Agreement, in the case of USF, or its Box Truck SPV Limited Liability Company Agreement, in the case of each other Issuer, (ii) in violation of any Requirement of Law with respect to such Issuer or (iii) in violation of any Contractual Obligation with respect to such Issuer.

Section 7.18. Eligible Box Trucks. Each Box Truck owned by such Issuer was, on the date of acquisition thereof by such Issuer, an Eligible Box Truck.

Section 7.19. SPV Fleet Owner Agreement. Each Box Truck owned by such Issuer is, and since the later of (x) the Effective Date and (y) the date of the acquisition of such Box Truck by such Issuer has been, subject to the SPV Fleet Owner Agreement.

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Section 7.20. No Employees. Such Issuer has no employees.

Section 7.21. Environmental Matters. Except as could not reasonably be expected to result in a Material Adverse Effect:

(a) such Issuer: (i) is in compliance with all applicable Environmental Laws, (ii) holds all Environmental Permits (each of which is in full force and effect), if any, required for any of its current operations or for any property owned, leased, or otherwise operated by it and (iii) is in compliance with all of its Environmental Permits;

(b) there is no judicial, administrative, or arbitral proceeding (including any notice of violation or alleged violation) under or relating to any Environmental Law to which such Issuer, or to the knowledge of such Issuer will be, named as a party that is pending or, to the knowledge of such Issuer, threatened;

(c) neither such Issuer nor any of its Affiliates (in the case of such Affiliates, solely with respect to assets of such Issuer) has not received any written request for information, or been notified in writing that it is a potentially responsible party under or relating to the Federal Comprehensive Environmental Response, Compensation and Liability Act or any similar Environmental Law;

(d) neither such Issuer nor any of its Affiliates (in the case of such Affiliates, solely with respect to assets of such Issuer) has not entered into or agreed to any consent decree, order, or settlement or other agreement, and is not subject to any judgment, decree, or order or other agreement, in any judicial, administrative, arbitral, or other forum for dispute resolution, in each case, that would be expected to result in ongoing obligations or costs relating to compliance with or liability under any Environmental Law; and

(e) neither such Issuer nor any of its Affiliates (in the case of such Affiliates, solely with respect to assets of such Issuer) has not assumed or retained, by contract or conduct, any liabilities of any kind, fixed or contingent, known or unknown, under any Environmental Law.

Section 7.22. Other Representations. All representations and warranties of such Issuer made in each Related Document to which it is a party are true and correct and are repeated herein as though fully set forth herein.

ARTICLE 8.

COVENANTS

Section 8.1. Payment of Notes. The Issuers shall pay the principal of and interest (and prepayment premium, if any) on the Notes when due pursuant to the provisions of this 2007-1 Base Indenture and any applicable Series Supplement. Principal and interest shall be considered paid on the date due if the Paying Agent holds on that date money designated for and sufficient to pay all principal and interest then due.

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Section 8.2. Maintenance of Office or Agency. The Issuers will maintain, or cause to be maintained, an office or agency (which may be an office of the Trustee, Registrar or co-registrar) where Notes may be surrendered for registration of transfer or exchange, where notices and demands to or upon the Issuers in respect of the Notes and the Indenture may be served, and where, at any time when the Issuers are obligated to make a payment of principal of and prepayment premium upon the Notes, the Notes may be surrendered for payment. The Issuers will give, or cause to be given, prompt written notice to the Trustee and any Financial Insurance Provider of the location, and any change in the location, of such office or agency. If at any time the Issuers shall fail to maintain, or fail to cause to be maintained, any such required office or agency or shall fail to furnish, or cause to be furnished, to the Trustee and any Financial Insurance Provider the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office.

The Issuers may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations. The Issuers will give, or cause to be given, prompt written notice to the Trustee and any Financial Insurance Provider of any such designation or rescission and of any change in the location of any such other office or agency.

The Issuers hereby designate the Corporate Trust Office as one such office or agency of the Issuers.

Section 8.3. Payment of Obligations. Each Issuer shall pay and discharge, at or before maturity, all of its respective material obligations and liabilities, including tax liabilities and other governmental claims, except where the same may be contested in good faith by appropriate proceedings (provided that there is no resultant risk of any Lien (other than a Permitted Lien) or forfeiture of any Collateral), and shall maintain, in accordance with GAAP applied on a consistent basis, reserves as appropriate for the accrual of any of the same.

Section 8.4. Maintenance of Existence. Each Issuer shall maintain its existence as a limited liability company validly existing, and in good standing under the laws of the State of Nevada and duly qualified as a foreign limited liability company licensed under the laws of each state in which the failure to so qualify would be reasonably likely to result in a Material Adverse Effect.

Section 8.5. Compliance with Requirements of Law and Contractual Obligations. Each Issuer shall comply in all respects with (i) all Requirements of Law with respect to such Issuer and all applicable laws, ordinances, rules, regulations, and requirements of Governmental Authorities (including ERISA and the rules and regulations thereunder) and (ii) all Contractual Obligations with respect to such Issuer, except, in the case of clause (i), where the necessity of compliance therewith is contested in good faith by appropriate proceedings and where such noncompliance would not materially and adversely affect the condition, financial or otherwise, operations, performance, properties or prospects of such Issuer or its ability to carry out the transactions contemplated in this 2007-1 Base Indenture and each other Related Document; provided, however, such noncompliance will not result in a Lien (other than a Permitted Lien) on, or risk of forfeiture of, any of the Collateral.

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Section 8.6. Inspection of Property, Books and Records. Each Issuer shall keep proper books of record and account in which full, true and correct entries shall be made of all dealings and transactions, business and activities; and shall permit the Trustee and any Financial Insurance Provider (or any agent thereof) to visit and inspect any of its properties, to examine and make abstracts from any of its books and records and to discuss its affairs, finances and accounts with its officers, directors, employees and independent public accountants, all at such reasonable times upon reasonable notice and as often as may reasonably be requested.

Section 8.7. Compliance with Collateral Agreements. Each Issuer shall comply with all of its obligations under the Collateral Agreements to which it is a party. No Issuer will take any action which would permit the Fleet Manager or any other Person to have the right to refuse to perform any of its respective obligations under any of the Collateral Agreements or any other instrument or agreement included in the Collateral or that, other than in accordance with the terms of the Indenture and the other Collateral Agreements, would result in the amendment, waiver, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any Collateral Agreement.

(a) Each Issuer agrees that it shall not, without the prior written consent of the Trustee acting at the direction of the Controlling Party, exercise any right, remedy, power or privilege available to it with respect to any obligor under a Collateral Agreement or under any instrument or agreement included in the Collateral, take any action to compel or secure performance or observance by any such obligor of its obligations to such Issuer or give any consent, request, notice, direction, approval, extension or waiver with respect to any such obligor.

(b) Upon the occurrence of a Termination Event under the SPV Fleet Owner Agreement, no Issuer shall, without the prior written consent of the Trustee acting at the direction of the Controlling Party, terminate the SPV Fleet Owner Agreement, and the Issuers shall terminate the SPV Fleet Owner Agreement if and when so directed by the Trustee acting at the direction of the Controlling Party.

Section 8.8. Notice of Defaults. (a) Each Issuer shall, promptly upon becoming aware of any Default, Event of Default, Potential Rapid Amortization Event, Rapid Amortization Event, Potential Enforcement Event, Enforcement Event, Potential Termination Event, Termination Event, Potential Administrator Default, Administrator Default or default by the Nominee Titleholder of any of its obligations or covenants under the Nominee Titleholder Agreement or the existence of a Targeted Note Balance Shortfall, give, or cause to be given, to the Trustee, each Enhancement Provider and the Rating Agencies notice thereof, together with a certificate of the President, Vice President or principal financial officer of such Issuer setting forth the details thereof and any action with respect thereto taken or contemplated to be taken by such Issuer.

(b) Each Issuer shall, promptly upon becoming aware of any default under any Related Document, give, or cause to be given, to the Trustee, each Enhancement Provider and the Rating Agencies written notice thereof.

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Section 8.9. Notice of Material Proceedings. Each Issuer shall, promptly upon becoming aware thereof, give, or cause to be given, to the Trustee, any Financial Insurance Provider and the Rating Agencies written notice of the commencement or existence of (i) any litigation, arbitration or administrative proceedings against such Issuer or any property of such Issuer included in the Collateral and (ii) any proceeding by or before any Governmental Authority against or affecting such Issuer, in each case, which is reasonably likely to have a material adverse effect on the business, condition (financial or otherwise), results of operations, properties or performance of such Issuer or the ability of such Issuer to perform its obligations under the Indenture or under any other Related Document to which it is a party. In the event that any such litigation, arbitration or proceeding shall have been commenced, such Issuer shall keep the Trustee and the any Financial Insurance Provider informed on a regular basis as reasonably requested by the Trustee and such Financial Insurance Provider regarding such litigation, arbitration or proceeding. The Trustee and such Financial Insurance Provider shall be entitled, but not obligated, to consult with such Issuer and any of their Affiliates with respect to, and participate in the defense or resolution of, any such litigation, arbitration or proceeding.

Section 8.10. Further Requests. Each Issuer shall promptly furnish, or cause to be furnished, to the Trustee, each Enhancement Provider and the Rating Agencies such other information as, and in such form as, the Trustee or such Enhancement Provider or the Rating Agencies may reasonably request in connection with the transactions contemplated hereby or by another Related Document.

Section 8.11. Further Assurances. (a) Each Issuer shall do, or cause to be done, such further acts and things, and execute and deliver to the Trustee such additional assignments, agreements, powers and instruments, as are necessary or desirable to maintain the security interest of the Trustee in the Collateral on behalf of the Secured Parties as a perfected security interest subject to no prior Liens (other than Permitted Liens), to carry into effect the purposes of the Indenture and the other Related Documents and to better assure and confirm unto the Trustee and the Secured Parties their rights, powers and remedies hereunder including the filing of any financing or continuation statements under the UCC in effect in any jurisdiction with respect to the Liens granted hereby. If any Issuer fails to perform any of its agreements or obligations under this Section 8.11(a), the Trustee may perform such agreement or obligation, and the reasonable expenses of the Trustee incurred in connection therewith shall be payable by the Issuers upon the Trustee’s demand therefor; provided that, so long as a Financial Insurance Provider is the Controlling Party, the Trustee may only take such actions with the consent of, and shall take such actions at the direction of, the Controlling Party; provided further that if the Trustee refuses to or does not promptly perform any of its agreements or obligations under this Section 8.11(a), the Financial Insurance Provider, if any, may perform such agreement or obligation, and the reasonable expenses of such Financial Insurance Provider incurred in connection therewith shall be payable by the Issuers upon such Financial Insurance Provider’s demand therefor. Each Issuer hereby authorizes the Trustee and any Financial Insurance Provider to file, or cause to be filed, any such financing statement or continuation statement in order to perfect or maintain the Lien created by this 2007-1 Base Indenture in the Collateral. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, chattel paper or other instrument, such note, chattel paper or instrument shall be deemed to be held in trust and immediately pledged and physically delivered to the Trustee hereunder, and shall, subject to the rights of any Person in whose favor a prior

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Lien has been perfected, be duly endorsed in a manner satisfactory to the Trustee and delivered to the Trustee promptly.

(b) Each Box Truck SPV shall have delivered to the Trustee on or prior to the Effective Date and shall deliver on an ongoing basis, as applicable, an Officer’s Certificate certifying that it has caused or is causing the Trustee’s name to be noted as lienholder on the Certificate of Title for each Box Truck owned by such Box Truck SPV. Unless otherwise provided pursuant to the terms of the Administration Agreement, each Box Truck SPV shall cause the Administrator to hold the original Certificates of Title for each Box Truck owned by such Box Truck SPV as agent for such Box Truck SPV in trust for the benefit of the Trustee, on behalf of the Secured Parties, pursuant to the Administration Agreement.

(c) Each Box Truck SPV, through the Nominee Titleholder in accordance with the terms of the Nominee Titleholder Agreement, shall maintain good and marketable title to each Box Truck owned by it.

(d) If any Issuer shall obtain an interest in any commercial tort claim (as such term is defined in the New York UCC) such Issuer shall within ten (10) Business Days of becoming aware that it has obtained such an interest execute and deliver documentation reasonably acceptable to the Controlling Party granting a security interest to the Trustee in and to such commercial tort claim.

(e) Each Issuer shall warrant and defend the Trustee’s right, title and interest in and to the Collateral and the income, distributions and Proceeds thereof, for the benefit of the Trustee on behalf of the Secured Parties, against the claims and demands of all Persons whomsoever.

(f) On or before March 31 of each calendar year, commencing with March 31, 2008, the Issuers shall furnish to the Trustee and any Financial Insurance Provider an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling of this 2007-1 Base Indenture, any indentures supplemental hereto and any other requisite documents and with respect to the execution and filing of any financing statements and continuation statements as are necessary to maintain the perfection of the Lien created by this 2007-1 Base Indenture in the Collateral and reciting the details of such action or stating that in the opinion of such counsel no such action is necessary to maintain the perfection of such Lien. Such Opinion of Counsel shall also describe the recording, filing, re-recording and refiling of this 2007-1 Base Indenture, any indentures supplemental hereto and any other requisite documents and the execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the perfection of the Lien of this 2007-1 Base Indenture in the Collateral until March 31 in the following calendar year.

Section 8.12. Liens. No Issuer shall create, incur, assume or permit to exist any Lien upon any of the Issuer Assets (including the Collateral), other than (i) Liens in favor of the Trustee for the benefit of the Secured Parties and (ii) other Permitted Liens.

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Section 8.13. Other Indebtedness. No Box Truck SPV shall create, assume, incur, suffer to exist or otherwise become or remain liable in respect of any Indebtedness or other liabilities other than (i) Indebtedness or other liabilities hereunder and (ii) Indebtedness or other liabilities permitted under any other Related Document. USF shall not create, assume, incur, suffer to exist or otherwise become or remain liable in respect of any Indebtedness or other liabilities other than (x) Indebtedness or other liabilities hereunder, (y) Indebtedness or other liabilities under any Permitted Note Issuance Indenture and (iii) Indebtedness or other liabilities permitted under any other Related Document or any Permitted Note Issuance Related Document.

Section 8.14. Mergers. No Issuer shall merge or consolidate with or into any other Person.

Section 8.15. Sales of Collateral. No Issuer shall sell, lease, transfer, liquidate or otherwise dispose of any Collateral, except as expressly permitted (i) with respect to dispositions of Permitted Investments and any deposits in any Issuer Account, in accordance with Article 5 and the terms of the applicable Series Supplement, (ii) with respect to dispositions of Box Trucks, in accordance with Section IV of the SPV Fleet Owner Agreement, (iii) with respect to the assignment of any Collateral Agreement, in such Collateral Agreement and (iv) as otherwise expressly permitted pursuant to the applicable Series Supplement.

Section 8.16. Acquisition of Assets. No Issuer shall acquire, by long-term or operating lease or otherwise, any property, except as expressly permitted (i) in accordance with Section 7 of the USF Limited Liability Company Agreement or the applicable Box Truck SPV Limited Liability Company Agreement, as the case may be, (ii) with respect to acquisitions of Permitted Investments, in accordance with Article 5 and the terms of the applicable Series Supplement, (iii) with respect to acquisitions of Box Trucks, in accordance with the Box Truck Purchase Agreement and the applicable Series Supplement and (iv) in the case of USF, in accordance with any Permitted Note Issuance Related Documents.

Section 8.17. Distributions. No Issuer shall declare or pay any distributions on any of its membership interests or make any purchase, redemption or other acquisition of, any of its membership interests; provided, however, that so long as no Event of Default or Rapid Amortization Event has occurred and is continuing or would result therefrom, each Issuer may declare and pay distributions on its membership interests in accordance with the applicable provisions of the Nevada Limited Liability Company Act and any other applicable laws of the State of Nevada, provided that no Issuer may distribute any amounts attributable to Collections unless such amounts were payable to such Issuer in accordance with the priority of payment provisions set forth in the applicable Series Supplement or otherwise released to such Issuer pursuant to the terms of the Indenture.

Section 8.18. Name; Principal Office. No Issuer shall either change its location (within the meaning of Section 9-307 of the New York UCC) or its name without thirty (30) days’ prior written notice to the Trustee and any Financial Insurance Provider. In the event that any Issuer desires to so change its location or change its name, such Issuer shall make any required filings and prior to actually changing its location or its name such Issuer will deliver, or cause to be delivered, to the Trustee and each Enhancement Provider (i) an Officer’s Certificate and an Opinion of Counsel confirming that all required filings have been made to continue the

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perfected interest of the Trustee on behalf of the Secured Parties in the Collateral in respect of the new location or new name of such Issuer and (ii) copies of all such required filings with the filing information duly noted thereon by the office in which such filings were made.

Section 8.19. Organizational Documents. No Issuer shall amend its operating agreement unless, prior to such amendment, (i) so long as a Financial Insurance Provider is the Controlling Party, the Controlling Party shall have consented to such amendment and (ii) each Rating Agency shall have confirmed that after such amendment the Rating Agency Condition will be met; provided that with respect to any amendment to any provision other than Sections 7, 9(j) and 10 of such operating agreement, if such amendment is to cure any mistake, ambiguity defect or inconsistency or to correct any provision therein, (x) the failure of any Financial Insurance Provider to respond to such Issuer’s written request for consent to such amendment, which request refers to this Section 8.19 and includes the text of this clause (x) therein in its entirety, within fifteen (15) Business Days of actual receipt thereof by an Authorized Officer of such Financial Insurance Provider will constitute such Controlling Party’s consent to such amendment and (y) no confirmation of the Rating Agency Condition will be required.

Section 8.20. Investments. No Box Truck SPV shall make, incur, or suffer to exist any loan, advance, extension of credit or other investment in any Person other than with respect to Permitted Investments. USF shall not make, incur, or suffer to exist any loan, advance, extension of credit or other investment in any Person other than (i) with respect to Permitted Investments, (ii) the Box Truck SPV Membership Interests and any membership interests in any Permitted Note Issuance SPV and (iii) in accordance with any Permitted Note Issuance Indenture.

Section 8.21. No Other Agreements. No Issuer shall (i) enter into or be a party to any agreement or instrument other than any Related Document or any documents related to any Enhancement or documents and agreements incidental thereto or entered into as contemplated in Section 8.23 or Section 8.31, or, in the case of USF, any Permitted Note Issuance Related Document, or (ii) except as provided for in Sections 13.1 or 13.2, amend, modify or waive any provision of any Related Document to which it is a party.

Section 8.22. Other Business. No Issuer shall engage in any business or enterprise or enter into any transaction other than (i) the transactions contemplated by the Related Documents, (ii) in the case of USF, the transactions contemplated by any Permitted Note Issuance Related Documents, (iii) the incurrence and payment of ordinary course operating expenses and (iv) other activities related to or incidental to any of the foregoing (including transactions contemplated in Sections 8.21 and 8.23).

Section 8.23. Maintenance of Separate Existence. Each Issuer shall do all things necessary to continue to be readily distinguishable from the Fleet Manager, the Administrator, each Rental Company and the Affiliates of the foregoing (other than any Issuer or any Permitted Note Issuance SPV) and maintain its limited liability company existence separate and apart from that of the Fleet Manager, the Administrator, each Rental Company and Affiliates of the foregoing including:

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(i) practicing and adhering to advisable, appropriate and customary organizational formalities, such as maintaining appropriate books and records;

(ii) observing all organizational formalities in connection with all dealings between itself and the Fleet Manager, the Administrator, each Rental Company, the Affiliates of the foregoing or any other unaffiliated entity;

(iii) observing all procedures required by its articles of organization, its operating agreement and the laws of the State of Nevada;

(iv) acting solely in its name and through its duly authorized officers or agents in the conduct of its businesses;

(v) managing its business and affairs by or under the direction of its Managers;

(vi) ensuring that its Managers duly authorize all of its actions to the extent required by its operating agreement;

(vii) ensuring the receipt of proper authorization, when necessary, from its Members for its actions;

(viii) maintaining at least one Manager who is an Independent Manager;

(ix) except as expressly provided by the Related Documents or any Permitted Note Issuance Related Documents in respect of any other Issuer or any Permitted Note Issuance SPV, not (A) having or incurring any Indebtedness to the Fleet Manager, the Administrator, any Rental Company or any Affiliate of the foregoing; (B) guaranteeing or otherwise becoming liable for any obligations of the Fleet Manager, the Administrator, any Rental Company or any Affiliates of the foregoing; (C) having obligations guaranteed by the Fleet Manager, the Administrator, any Rental Company or any Affiliates of the foregoing; (D) holding itself out as responsible for debts of the Fleet Manager, the Administrator, any Rental Company or any Affiliates of the foregoing or for decisions or actions with respect to the affairs of the Fleet Manager, the Administrator, any Rental Company or any Affiliates of the foregoing; (E) failing to correct any known misrepresentation with respect to the statement in subsection (C); (F) operating or purporting to operate as an integrated, single economic unit with respect to the Fleet Manager, the Administrator, any Rental Company, the Affiliates of the foregoing or any other unaffiliated entity; (G) seeking to obtain credit or incur any obligation to any third party based upon the assets of the Fleet Manager, the Administrator, any Rental Company, the Affiliates of the foregoing or any other unaffiliated entity; and (H) inducing any such third party to reasonably rely on the creditworthiness of the Fleet Manager, the Administrator, any Rental Company, the Affiliates of the foregoing or any other unaffiliated entity;

(x) (A) other than as provided in the Indenture and the Account Control Agreements or, in the case of USF, any Permitted Note Issuance Related Documents, maintaining its deposit and other bank accounts and securities accounts and (B) except as

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 expressly provided in the Related Documents or, in the case of USF, any Permitted Note Issuance Related Documents, maintaining all of its assets separate from those of any

 other Person;

(xi) maintaining its financial records separate and apart from those of any other Person; provided, however, that with respect to each Issuer for the purposes of this clause (xi), the consolidated and consolidating financial statements of USF and its subsidiaries shall be considered as separate and apart from those of any other Person;

(xii) disclosing in its annual financial statements the effects of the transactions contemplated by the Related Documents and, in the case of USF, any Permitted Note Issuance Related Documents;

(xiii) setting forth clearly in its financial statements its separate assets and liabilities and the fact that the Box Trucks are owned by the applicable Box Truck SPVs;

(xiv) not suggesting in any way, within its financial statements, that its assets are available to pay the claims of creditors of the Fleet Manager, the Administrator, any Rental Company, the Affiliates of the foregoing (other than any other Issuer or any Permitted Note Issuance SPV) or any other affiliated or unaffiliated entity;

(xv) compensating all its consultants and agents for services provided to it by such Persons out of its own funds;

(xvi) to the extent that it requires an office to conduct its business, conducting its business from an office at a separate address from that of the Fleet Manager, the Administrator, any Rental Company or any Affiliates of the foregoing (other than any other Issuer, any Permitted Note Issuance SPV or the Nominee Titleholder); provided that segregated offices in the same building shall constitute separate addresses for the purposes of this clause (xvi); provided further that, to the extent that any Issuer, any Permitted Note Issuance SPV or the Nominee Titleholder has offices in the same location, there shall be a fair and appropriate allocation of overhead costs among them, and each such entity shall bear its fair share of such costs;

(xvii) having separate stationery from the Fleet Manager, the Administrator, any Rental Company, the Affiliates of the foregoing or any other unaffiliated entity (other than any other Issuer, any Permitted Note Issuance SPV or the Nominee Titleholder);

(xviii) accounting for and managing all of its liabilities separately from those of the Fleet Manager, the Administrator, any Rental Company or any Affiliates of the foregoing;

(xix) allocating, on an arm’s-length basis, all shared corporate operating services, leases and expenses, including those associated with the services of shared consultants and agents and shared computer and other office equipment and software, and otherwise maintaining an arm’s-length relationship with the Fleet Manager, the Administrator, any Rental Company, the Affiliates of the foregoing or any other

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 unaffiliated entity, including in connection with the calculation and allocation of any Operating Expenses and the purchase of any Boxes or Other Modifications;

(xx) refraining from filing or otherwise initiating or supporting the filing of a motion in any bankruptcy or other insolvency proceeding involving any other Issuer, any Permitted Note Issuance SPV, the Nominee Titleholder, the Fleet Manager, the Administrator or any Rental Company to substantively consolidate any other Issuer, any Permitted Note Issuance SPV or the Nominee Titleholder with the Fleet Manager, the Administrator, any Rental Company or any Affiliate thereof;

(xxi) remaining solvent and assuring adequate capitalization for the business in which it is engaged; and

(xxii) conducting all of its business (whether written or oral) solely in its own name so as not to mislead others as to the separate identity of the Fleet Manager, the Administrator, each Rental Company and the Affiliates of the foregoing.

Each Issuer acknowledges its receipt of a copy of those certain opinion letters issued by Paul, Weiss, Rifkind, Wharton & Garrison LLP dated the Effective Date, addressing the issues of substantive consolidation as they may relate to the Fleet Manager, the Administrator, each Rental Company and each Affiliate of the Fleet Manager (other than the Issuers, any Permitted Note Issuance SPV or the Nominee Titleholder) on the one hand and each Issuer, any Permitted Note Issuance SPV and the Nominee Titleholder on the other hand. Each Issuer hereby agrees to maintain in place all policies and procedures and take and continue to take all action, described in the factual assumptions set forth in such opinion letter and relating to it. On or before March 31, of each calendar year, commencing with March 31, 2008, the Issuers will provide to the Rating Agencies, each Enhancement Provider and the Trustee an Officer’s Certificate of each Issuer certifying that it is in compliance with its obligations under this Section 8.23.

Section 8.24. Use of Proceeds of Notes. The Issuers shall use the proceeds of Notes to repay Notes, in accordance with the Indenture, to finance the acquisition of Box Trucks or as otherwise provided in any Series Supplement.

Section 8.25. No ERISA Plan. No Issuer shall establish or maintain or contribute to any Pension Plan.

Section 8.26. No Employees. No Issuer shall have any employees.

Section 8.27. Environmental. Each Issuer shall comply in all material respects with all applicable Environmental Laws, and shall obtain all material licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws in connection with the ownership and operation of its assets (the “Environmental Permits”).

Section 8.28. SPV Fleet Owner Agreement. Each Box Truck SPV agrees that each Box Truck owned by it shall at all times after the Effective Date be subject to the SPV Fleet Owner Agreement.

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Section 8.29. Maintenance of the Box Trucks. Each Box Truck SPV shall cause the Fleet Manager to maintain all of the Box Trucks owned by such Box Truck SPV in accordance with the Management Standard, except to the extent that any such failure to comply with such requirements does not, in the aggregate, materially adversely affect the interests of the Trustee and the Secured Parties under the Indenture or the likelihood of repayment of any Issuer Obligations. From time to time each Box Truck SPV shall make or cause to be made all appropriate repairs, renewals, and replacements with respect to the Box Trucks owned by it.

Section 8.30. Entrance into a Permitted Note Issuance Indenture. USF shall not enter into a Permitted Note Issuance Indenture or any other Permitted Note Issuance Related Document in connection with any Permitted Note Issuance unless:

(i) such Permitted Note Issuance Indenture contains provisions substantially the same as Sections 14.18 and 14.19, and the Permitted Notes issued in such Permitted Note Issuance are non-recourse to USF except to the extent of Other Assets;

(ii) each Permitted Note Issuance Related Document to which USF is a party contains a non-petition provision substantially the same as Section 14.17, prohibiting each other party thereto (other than any Permitted Note Issuance SPV) from instituting, or joining with any other Person in instituting, against USF any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings for one year and one day after the payment in full of all obligations of USF in connection with such Permitted Note Issuance;

(iii) on or prior to the date of such Permitted Note Issuance, each Permitted Note Issuance SPV party to the Permitted Note Issuance Indenture shall have entered into a Permitted Note Issuance SPV Limited Guarantee; and

(iv) if there is a Financial Insurance Provider with respect to any Series of Notes Outstanding, such Financial Insurance Provider shall have consented in writing to such Permitted Note Issuance.

Section 8.31. Box Truck SPV Permitted Note Limited Guarantees. Upon the execution by USF of any Permitted Note Issuance Indenture, each Box Truck SPV shall enter into an unsecured limited guarantee (each a “Box Truck SPV Permitted Note Limited Guarantee”), substantially in the form of Exhibit B, in favor of the Permitted Note Issuance Trustee party to such Permitted Note Issuance Indenture, pursuant to which such Box Truck SPV will guarantee (solely to the extent that it has funds available to it through the application of Collections made in accordance with the priority of payment provisions set forth in the applicable Series Supplement) the payment by USF of its obligations under such Permitted Note Issuance Indenture and any Permitted Notes issued thereunder.

ARTICLE 9.

EVENTS OF DEFAULT

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Section 9.1. Events of Default. The occurrence of any of the following events shall constitute an “Event of Default”:

(a) the Issuers default in the payment of any interest or prepayment premium payable on any Note or the insurance premium payable to any Financial Insurance Provider in respect of any Financial Insurance Policy with respect to the Notes when the same becomes due and payable and such default continues for a period of three (3) Business Days;

(b) the Issuers default in the payment of any remaining principal of any Note on the earlier of (i) the Payment Date that is six (6) months prior to the Legal Final Maturity Date thereof and (ii) the February 2018 Payment Date;

(c) the Trustee for any reason ceases to have a valid and perfected first-priority security interest in the Collateral or any Issuer, UHI, the Nominee Titleholder or any Affiliate of any of them shall assert that the Trustee has ceased to have a perfected first-priority security interest in the Collateral;

(d) (i) any Issuer defaults in the observance or performance of any covenant or agreement of such Issuer pursuant to Section 8.4, 8.14 or 8.19 which default has a Material Adverse Effect; or (ii) any Issuer or the Nominee Titleholder defaults in the observance or performance of any other covenant or agreement of such Issuer or the Nominee Titleholder made in the Indenture (other than a covenant or agreement, a default in the observance or performance of which is elsewhere in this Section specifically dealt with) or any other Related Document which default has a Material Adverse Effect, and which default shall continue and not be cured for (x) in the case of a default under Section 8.8 or 8.15, a period of five (5) Business Days, (y) in the case of a default under Section 8.22 or 8.23, a period of fifteen (15) days, and (z) in the case of any other default, a period of thirty (30) days after the earlier of the date on which (1) any Issuer or the Nominee Titleholder, as applicable, obtains knowledge thereof or (2) there shall have been given, by registered or certified mail, to the Issuers or the Nominee Titleholder, as applicable, by the Trustee or the Controlling Party or to the Issuers and the Trustee by Noteholders holding Notes evidencing at least 25% of the Aggregate Note Balance, a written notice specifying such default and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder;

(e) any Issuer or the Nominee Titleholder breaches any representation or warranty of such Issuer or the Nominee Titleholder contained in the Indenture or any Related Document in any material respect which breach has a Material Adverse Effect and which breach shall continue and not be cured for a period of thirty (30) days after the earlier of the date on which (i) any Issuer obtains knowledge thereof or (ii) there shall have been given, by registered or certified mail, to the Issuers by the Trustee or the Controlling Party or to the Issuers and the Trustee by Noteholders holding Notes evidencing at least 25% of the Aggregate Note Balance, a written notice specifying such breach and requiring it to be cured and stating that such notice is a “Notice of Default” hereunder;

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(f) any final and unappealable (or, if capable of appeal, such appeal is not being diligently pursued or enforcement thereof has not been stayed) judgment or order for the payment of money in excess of $100,000 which is not fully covered by insurance (or in respect of which the insurer has denied coverage, which denial is not being contested by any Issuer in good faith proceedings) is rendered against any Issuer and such judgment or order continues unsatisfied and unstayed for a period of thirty (30) days;

(g) any of the Related Documents or any material portion thereof shall not be in full force and effect, enforceable in accordance with its terms or any Issuer, the Nominee Titleholder, UHI or any Affiliate of any of them shall so assert in writing;

(h) a draw is made on the Financial Insurance Policy with respect to the Notes;

(i) the Securities and Exchange Commission or other regulatory body having jurisdiction reaches a final determination that any Issuer is an “investment company” or is under the “control” of an “investment company” under the Investment Company Act;

(j) any Issuer or the Nominee Titleholder is no longer an indirect wholly-owned subsidiary of UHI;

(k) the occurrence of a Termination Event;

(l) the occurrence of an Event of Bankruptcy with respect to any Issuer or the Nominee Titleholder;

(m) an Aggregate Asset Amount Deficiency occurs on any Determination Date and continues for a period of more than five (5) consecutive Business Days;

(n) (i) a reportable event (within the meaning of Section 4043 of ERISA), as to which the PBGC has not waived the 30-day notice period, occurs with respect to any Pension Plan, (ii) any “accumulated funding deficiency” within the meaning of Section 302 of ERISA, whether or not waived, shall exist with respect to any Pension Plan, (iii) any Issuer or any Commonly Controlled Entity makes a withdrawal from any Pension Plan or (iv) any lien in favor of the PBGC or a Pension Plan shall arise on the related Collateral; provided, that an event or condition described in subclause (i), (ii) or (iii) of this clause (o) shall not at any time constitute an Event of Default unless as a result of such event or condition any Issuer has a liability in respect of a Pension Plan or to the PBGC in an amount at least equal to $100,000; or

(o) AMERCO at any time no longer owns or controls, directly or indirectly, greater than 50% of the voting stock of UHI and the Controlling Party does not provide written consent to such change of control within thirty (30) days.

Section 9.2. Acceleration of Maturity; Rescission and Annulment. If an Event of Default referred to in clause (l) of Section 9.1 with respect to any Issuer has occurred, the unpaid principal amount of the Outstanding Notes, together with interest accrued but unpaid thereon, and all other amounts due from the Issuers to the Noteholders or any other Secured Party under

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the Indenture, shall immediately and without further act become due and payable. If any other Event of Default has occurred, then the Trustee, solely if so directed by the Controlling Party, shall declare all of the Outstanding Notes to be immediately due and payable, by a notice in writing to the Issuers, and upon any such declaration the unpaid principal amount of the Notes, together with accrued and unpaid interest thereon through the date of acceleration and all other amounts due from the Issuers to the Noteholders or any other Secured Party, shall become immediately due and payable.

At any time after such declaration of acceleration of maturity has been made with respect to the Notes and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter provided in this Article 9, the Controlling Party, by written notice to the Issuers and the Trustee, may rescind and annul such declaration and its consequences; provided, that, no such rescission shall affect any subsequent default or impair any right consequent thereto.

Section 9.3. Collection of Indebtedness and Suits for Enforcement by the Trustee. Each Issuer, jointly and severally, covenants that if (i) default is made in the payment of any interest or prepayment premium on any Note when the same becomes due and payable, and such default continues for a period of three (3) Business Days or (ii) default is made in the payment of the principal of any Note when the same becomes due and payable, by acceleration or at stated maturity, such Issuer will, upon demand of the Trustee, acting at the direction of the Controlling Party, pay to it, for the benefit of the Holders of such Notes and any Financial Insurance Provider, the whole amount then due and payable on such Notes for principal and interest, with interest upon the overdue principal, and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest or prepayment premium, at the Note Rate borne by the Notes or any other applicable default rate, and in addition thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, any Financial Insurance Provider and each of their agents and counsel.

In case the Issuers shall fail forthwith to pay such amounts upon such demand, the Trustee (solely if so directed by the Controlling Party), in its own name and as trustee of an express trust, shall institute a proceeding for the collection of the sums so due and unpaid, and may prosecute such proceeding to judgment or final decree, and may enforce the same against any one or more of the Issuers or other obligor upon such Notes and collect in the manner provided by law out of the Collateral, wherever situated, the moneys adjudged or decreed to be payable.

If an Event of Default occurs and is continuing, the Trustee may, as more particularly provided in Section 9.4, in its discretion, proceed to protect and enforce its rights and the rights of the Noteholders, by such appropriate proceedings as the Trustee shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in the Indenture or any other Related Document or in aid of the exercise of any power granted herein or therein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by the Indenture, any other Related Document or by law; provided that if a Financial Insurance Provider is the Controlling Party, then the Trustee may

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only take such actions as consented to by the Controlling Party, and shall take such actions as directed by the Controlling Party.

In case there shall be pending, relative to any Issuer, any other obligor upon the Notes or any Person having or claiming an ownership interest in any Issuer Assets, proceedings under the Bankruptcy Code or any other applicable federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of any Issuer or its property or such other obligor or such Person or the property of such other obligor or such Person, or in the case of any other comparable judicial proceedings relative to any Issuer, other obligor upon the Notes or such Person or to the creditors or property of any Issuer, such other obligor or such Person, the Trustee, irrespective of whether the principal of any Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 9.3, shall be entitled and empowered, by intervention in such proceedings or otherwise:

(i) to file and prove a claim or claims for the whole amount of principal, interest and prepayment premium owing and unpaid in respect of the Notes and any other Issuer Obligations and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for reasonable compensation to the Trustee and each predecessor Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee, except as a result of negligence, bad faith or willful misconduct) and of any Financial Insurance Provider and the Noteholders allowed in such proceedings;

(ii) unless prohibited by applicable law and regulations, to vote on behalf of the Holders of the Notes in any election of a trustee, a standby trustee or person performing similar functions in any such proceedings;

(iii) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Noteholders, of any Financial Insurance Provider and of the Trustee on their behalf; and

(iv) to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee, the Holders of the Notes or any Financial Insurance Provider allowed in any judicial proceedings relative to the Issuers, such other obligor upon the Notes, any Person claiming an ownership interest in the Issuer Assets, their respective creditors and their property;

provided that if a Financial Insurance Provider is the Controlling Party, then the Trustee may only take such actions as consented to by the Controlling Party and shall take such actions as directed by the Controlling Party. Any trustee, receiver, liquidator, custodian or other similar official in any such proceeding is hereby authorized by each of such Noteholders to make payments to the Trustee, and, in the event that the Trustee shall consent to the making of payments directly to such Noteholders, to pay to the Trustee such amounts as shall be sufficient

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to cover reasonable compensation to the Trustee, each predecessor Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee except as a result of negligence or bad faith.

Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder or any Financial Insurance Provider any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof or any Financial Insurance Provider or to authorize the Trustee to vote in respect of the claim of any Noteholder or any Financial Insurance Provider in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar person.

All rights of action and of asserting claims under the Indenture, or under any of the Notes, may be enforced by the Trustee without the possession of any of the Notes or the production thereof in any trial or other proceedings relative thereto, and any such action or proceedings instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Trustee, each predecessor Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Holders of the Notes and the other Secured Parties.

In any proceedings brought by the Trustee (and also any proceedings involving the interpretation of any provision of the Indenture to which the Trustee shall be a party), the Trustee shall be held to represent all the Holders of the Notes, and it shall not be necessary to make any Noteholder a party to any such proceedings.

Section 9.4. Remedies; Priorities. If an Event of Default shall have occurred and be continuing and the Notes have been accelerated under Section 9.2, the Trustee may institute proceedings to enforce the obligations of the Issuers hereunder in its own name and as trustee of an express trust for the collection of all amounts then payable on the Notes or under the Indenture with respect thereto or any other Issuer Obligations, whether by declaration or otherwise, enforce any judgment obtained, and collect from any one or more of the Issuers and any other obligor upon such Notes moneys adjudged due. In addition, the Trustee (subject to Section 9.5) shall have the right to exercise the rights and remedies provided herein and those available to it under the Related Documents, including the right to do one or more of the following:

(i) institute proceedings from time to time for the complete or partial foreclosure of the Indenture with respect to the Collateral;

(ii) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Trustee, the Holders of the Notes and any other Secured Party;

(iii) sell the Collateral or any portion thereof or rights or interests therein, at one or more public or private sales called and conducted in any manner permitted by law;

(iv) transfer all or any part of the Collateral into the name of the Trustee or its nominee;

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(v) notify the parties obligated on any of the Collateral to make payment to the Trustee or its assignee of any amount due or to become due thereunder; and

(vi) at its option and at the expense and for the account of the Issuers, at any time or from time to time, take all actions which the Trustee reasonably deems necessary to protect or preserve the Collateral and to realize upon the Collateral;

provided that the Trustee may not sell or otherwise liquidate the Collateral following an Event of Default, unless (A) the Controlling Party, if a Financial Insurance Provider is the Controlling Party, or otherwise the Holders of Notes representing 100% of the Aggregate Note Balance consent thereto, (B) the proceeds of such sale or liquidation distributable to the Noteholders are sufficient to discharge in full all amounts then due and unpaid upon the Notes for principal and interest or (C) (1) the Trustee or any Financial Insurance Provider with respect to the Notes determines that there is a reasonable likelihood that the Collateral will not continue to provide sufficient funds for the payment of principal of and interest on the Notes as they would have become due if the Notes had not been declared due and payable and (2) the Trustee obtains the consent of the Controlling Party. In determining such sufficiency or insufficiency with respect to clause (B) and (C), the Trustee may, but need not, obtain and rely upon an opinion of an investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Collateral for such purpose.

Any sale of the Collateral or any part thereof may, with prior notice to the Issuers, be made in one or more lots at public or private sale, for cash, on credit or for future delivery, and upon such other terms as the Trustee may deem commercially reasonable. The Trustee shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Trustee may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. The Issuers shall cooperate with the Trustee in all reasonable ways in order to assist the Trustee in the sale and other disposition of the Collateral.

If the Trustee collects any money or property pursuant to this Article 9, such money or property shall be held by the Trustee as additional collateral hereunder and the Trustee shall pay out such money or property in the following order:

FIRST: to the Trustee for amounts due under Section 11.5; and

SECOND: to the Box Truck Collection Account for distribution in accordance with the provisions of Article 5.

For so long as a Financial Insurance Provider is the Controlling Party, then the Trustee may only take such actions under this Section 9.4 as consented to by the Controlling Party, and shall take such actions under this Section 9.4 as directed by the Controlling Party.

Section 9.5. Optional Preservation of the Collateral. If (a) there is a Financial Insurance Policy respect to the Notes, (b) a Surety Default shall have occurred and be continuing with respect to the Financial Insurance Provider that issued such Financial Insurance Policy, (c) the Notes have been declared to be due and payable under Section 9.2 following an Event of Default, (d) such declaration and its consequences have not been rescinded and annulled and (e)

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the requisite Noteholders shall have directed the Trustee to dispose of the Collateral in accordance with Section 9.4, the Trustee may, but need not, elect to maintain possession of the Collateral. It is the desire of the parties hereto and the Noteholders that there be at all times sufficient funds for the payment of principal of and interest on the Notes, and the Trustee shall take such desire into account when determining whether to maintain possession of the Collateral pursuant to this Section 9.5. In determining whether to maintain possession of the Collateral, the Trustee may, but need not, obtain and rely upon an opinion of an investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Collateral for such purpose. Nothing contained in this Section 9.5 shall be construed to require the Trustee to preserve the Collateral securing the Issuer Obligations if prohibited by applicable law or if the Trustee is authorized, directed or permitted to liquidate the Collateral pursuant to Section 9.4.

Section 9.6. Limitation on Suits. No Holder of any Note shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless:

(a) such Holder has previously given written notice to the Trustee of a continuing Event of Default;

(b) Holders holding Notes evidencing at least 25% of the Aggregate Note Balance (or, if applicable, at least 25% the Aggregate Note Balance of each Class of Notes) have made written request to the Trustee to institute such proceeding in respect of such Event of Default in its own name as the Trustee hereunder;

(c) such Holder or Holders have offered to the Trustee indemnity reasonably satisfactory to it against the costs, expenses and liabilities to be incurred in complying with such request;

(d) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such proceedings;

(e) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Required Noteholders; and

(f) if there is a Financial Insurance Policy with respect to the Notes, a Surety Default with respect to the Financial Insurance Provider that issued such Financial Insurance Policy shall have occurred and be continuing;

it being understood and intended that no one or more Holders of the Notes shall have any right in any manner whatever by virtue of, or by availing of, any provision of the Indenture to affect, disturb or prejudice the rights of any other Holders of the Notes or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under the Indenture, except in the manner herein provided.

In the event the Required Noteholders are the Controlling Party and the Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes, each representing less than the Required Noteholders, the Trustee shall act at

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the direction of the group of Holders of Notes with the greatest amount of Notes; provided, however, that should the Trustee receive conflicting or inconsistent requests on indemnity from two or more groups of Holders holding an equal principal amount of Notes, the Trustee in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of the Indenture.

Section 9.7. Unconditional Rights of Noteholders to Receive Principal and Interest. Notwithstanding any other provisions in the Indenture, the Holder of any Note (including any Financial Insurance Holder as subrogee thereof) shall have the right, which is absolute and unconditional, to receive payment of the principal of and interest, if any, on such Note on or after the respective due dates thereof expressed in such Note or in the Indenture and to institute suit for the enforcement of any such payment, and such right shall not be impaired without the consent of such Holder.

Section 9.8. Restoration of Rights and Remedies. If the Trustee or any Secured Party has instituted any Proceeding to enforce any right or remedy under the Indenture and such Proceeding has been discontinued or abandoned for any reason or has been determined adversely to the Trustee or to such Secured Party, then and in every such case the Issuers, the Trustee and such Secured Parties shall, subject to any determination in such Proceeding, be restored severally and respectively to their former positions hereunder, and thereafter all rights and remedies of the Trustee and such Secured Parties shall continue as though no such Proceeding had been instituted.

Section 9.9. Rights and Remedies Cumulative. No right or remedy herein conferred upon or reserved to the Trustee or to any Secured Party is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

Section 9.10. Delay or Omission Not a Waiver. No delay or omission of the Trustee, any Financial Insurance Provider or any Noteholder to exercise any right or remedy accruing upon any Default, Event of Default, Potential Rapid Amortization Event or Rapid Amortization Event shall impair any such right or remedy or constitute a waiver of any such Default, Event of Default, Potential Rapid Amortization Event or Rapid Amortization Event or an acquiescence therein. Every right and remedy given by this Article 9 or by law to the Trustee, any Financial Insurance Provider or the Noteholders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Noteholders, as the case may be.

Section 9.11. Control by the Controlling Party. Notwithstanding any other provision of the Indenture or any other Related Document to the contrary, the Controlling Party shall have the sole right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee with respect to the Notes or exercising any trust or power conferred on the Trustee; provided that

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(a) such direction shall not be in conflict with any rule of law or with the Indenture;

(b) subject to the express terms of Section 9.4, any direction to the Trustee to sell or liquidate the Collateral shall be by the Controlling Party, if a Financial Insurance Provider is the Controlling Party, or otherwise the Holders of Notes representing not less than 100% of the Aggregate Note Balance;

(c) if the conditions set forth in Section 9.5 have been satisfied and the Trustee elects to retain the Collateral pursuant to such Section, then direction to the Trustee by Holders of Notes representing 100% of the Aggregate Note Balance shall be required to sell or liquidate the Collateral;

(d) the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction; and

(e) such direction shall be in writing;

provided further, that the Trustee need not take any action that it reasonably determines might involve it in liability (if it has reasonable grounds to believe that such liability will not be reimbursed or such liability is not covered by an indemnity or other reasonable security) or, so long as a Financial Insurance Provider is not the Controlling Party, might materially adversely affect the rights of any Noteholders not consenting to such action.

Section 9.12. Waiver of Past Defaults. Prior to the declaration of the acceleration of the maturity of the Notes as provided in Section 9.2, the Controlling Party may, on behalf of all Holders, waive any past Default or Event of Default and its consequences except a Default (a) in payment of principal of or interest or prepayment premium on any of the Notes (unless such payment shall have been made in full) or (b) in respect of a covenant or provision hereof which cannot be modified or amended without the consent of the Holder of each Note. In the case of any such waiver, the Issuers, the Trustee and the Holders of the Notes shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereto.

Upon any such waiver, such Default shall cease to exist and be deemed to have been cured and not to have occurred, and any Event of Default arising therefrom shall be deemed to have been cured and not to have occurred, for every purpose of the Indenture; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereto. The Issuers shall give prompt written notice of any waiver to the Rating Agencies.

Section 9.13. Undertaking for Costs. All parties to the Indenture agree, and each Holder of any Note by such Holder’s acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under the Indenture, or in any suit against the Trustee for any action taken, suffered or omitted by it as the Trustee, the filing by any party litigant in such Proceeding of an undertaking to pay the costs of such Proceeding, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in such Proceeding, having due

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regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section 9.13 shall not apply to (a) any suit instituted by the Trustee or any Financial Insurance Provider, (b) any suit instituted by any Noteholder or group of Noteholders, in each case holding in the aggregate more than 10% of Aggregate Note Balance or (c) any suit instituted by any Noteholder for the enforcement of the payment of principal of or interest on any Note on or after the respective due dates expressed in such Note and in the Indenture.

Section 9.14. Waiver of Certain Rights. (a) Each Issuer covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead or in any manner whatsoever, claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of the Indenture or any Related Document; and each Issuer (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee or the Controlling Party, but will suffer and permit the execution of every such power as though no such law had been enacted.

(b) Each Issuer, to the extent it may lawfully do so, on behalf of itself and all who may claim through or under it, including any and all subsequent creditors, vendees, assignees and lienors, expressly waives and releases any, every and all rights to presentment, demand, protest or any notice (to the extent permitted by applicable law and except as specifically provided in the Indenture) of any kind in connection with the Indenture, any other Related Document or any Collateral or to have any marshalling of the Collateral upon any sale, whether made under any power of sale granted hereunder or any other Related Document, or pursuant to judicial proceedings or upon any foreclosure or any enforcement of the Indenture or any other Related Document and consents and agrees that all the Collateral may at any such sale be offered and sold as an entirety or in lots or otherwise as the Trustee may be directed by the Controlling Party hereunder.

Section 9.15. Sale of Collateral. In connection with any sale of any Collateral pursuant to this Article 9 or under any judgment, order or decree in any judicial proceeding for the foreclosure or involving the enforcement of the Indenture or any other Security Document:

(i) the Trustee, any Noteholder and/or any other Secured Party may bid for and purchase the property being sold, and upon compliance with the terms of the sale may hold, retain, possess and dispose of such property in its own absolute right without further accountability;

(ii) the Trustee (at the direction of the Controlling Party) may make and deliver to the purchaser or purchasers a good and sufficient deed, bill of sale and instrument of assignment and transfer of the property sold:

(iii) the receipt of the Trustee or of the officer thereof making such sale shall be a sufficient discharge to the purchaser or purchasers at such sale for his or their purchase money, and such purchaser or purchasers, and his or their assigns or personal representatives, shall not, after paying such purchase money and receiving such receipt of the Trustee or of such officer therefore, be obliged to see to the application of such

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purchase money or be in any way answerable for any loss, misapplication or non-application thereof.

Section 9.16. Action on Notes. The Trustee’s right to seek and recover judgment on the Notes or under the Indenture shall not be affected by the seeking, obtaining or application of any other relief under or with respect to the Indenture. Neither the Lien of the Indenture nor any rights or remedies of the Trustee or the Noteholders shall be impaired by the recovery of any judgment by the Trustee against any Issuer or by the levy of any execution under such judgment upon any portion of the Collateral.

ARTICLE 10.

RAPID AMORTIZATION EVENTS

Section 10.1. Rapid Amortization Events. If any of the following events shall occur (each, a “Rapid Amortization Event”):

(a) the occurrence of any Event of Default (other than as a result of any event described in clause (c) below);

(b) the occurrence of an Event of Bankruptcy with respect to the Fleet Manager, the Nominee Titleholder or any Rental Company;

(c) the occurrence of an Event of Bankruptcy with respect to any Issuer;

(d) the occurrence of any Enforcement Event;

(e) the occurrence of any Administrator Default;

(f) beginning on the sixth Determination Date following the Effective Date, the Six-Month DSCR as of any Determination Date is less than 1.15; or

(g) any other event shall occur which may be specified in the applicable Series Supplement as a “Rapid Amortization Event”;

then (i) in the case of any event described in clause (a), (b), (d), (e), (f) or (g) above (with respect to clause (g) above, only to the extent such Rapid Amortization Event is subject to waiver as set forth in the applicable Series Supplement), the Trustee, at the direction of the Controlling Party, by written notice to the Issuers, may declare that a Rapid Amortization Event has occurred as of the date of the notice or (ii) in the case of any event described in clause (c) or (g) above (with respect to clause (g) above, only to the extent such Rapid Amortization Event is not subject to waiver as set forth in the applicable Series Supplement), a Rapid Amortization Event shall immediately occur without any notice or other action on the part of the Trustee or the Controlling Party. Any Rapid Amortization Event occurring as a result of any event described in clause (c) or (g) above (with respect to clause (g) above, only to the extent so specified in the applicable Series Supplement) shall not be subject to waiver.

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ARTICLE 11.

THE TRUSTEE

Section 11.1. Duties of the Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by the Indenture and the other Security Agreements, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs.

(b) Except during the occurrence and continuance of an Event of Default:

(i) the Trustee undertakes to perform only those duties that are specifically set forth in the Indenture and no others, and no implied covenants or obligations shall be read into the Indenture or any other Security Agreement against the Trustee; and

(ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of the Indenture. However, the Trustee shall examine the certificates and opinions to determine whether or not they conform on their face to the requirements of the Indenture.

(c) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:

(i) This clause does not limit the effect of clause (b) of this Section 11.1.

(ii) The Trustee shall not be liable for any error of judgment made in good faith unless it is proved that the Trustee was negligent in ascertaining the pertinent facts.

(iii) The Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it and contemplated by the Indenture.

(iv) The Trustee shall not be charged with knowledge of Event of Default or a Rapid Amortization Event unless a Trust Officer obtains actual knowledge thereof or receives written notice thereof.

(v) The Trustee shall not be charged with knowledge of any default by the Fleet Manager in the performance of its obligations under any Related Document, unless a Trust Officer of the Trustee obtains actual knowledge thereof or receives written notice thereof.

(d) Notwithstanding anything to the contrary contained in the Indenture, no provision of the Indenture shall require the Trustee to expend or risk its own funds or incur any liability if there is reasonable ground for believing that the repayment of such funds is not reasonably assured to it by the security afforded to it by the terms of the Indenture or if it shall not have received indemnity reasonably satisfactory to it against any loss, liability or expense.

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(e) In the event that the Paying Agent or the Registrar, if not the Trustee, shall fail to perform any obligation, duty or agreement in the manner or on the day required to be performed by the Paying Agent or the Registrar, as the case may be, under the Indenture, the Trustee shall be obligated as soon as practicable upon actual knowledge of a Trust Officer thereof and receipt of appropriate records and information, if any, to perform such obligation, duty or agreement in the manner so required; provided that, in connection with the Trustee’s performance of any such obligation of the Payment Agent to pay funds hereunder, the Trustee shall have received from the Paying Agent any such funds previously advanced to the Paying Agent.

(f) Subject to Section 11.3, all moneys received by the Trustee shall, until used or applied as herein provided, be held in trust for the purposes for which they were received, but need not be segregated from other funds except to the extent required by law or the Related Documents.

Section 11.2. Rights of the Trustee. (a) Except as otherwise provided by Section 11.1:

(i) The Trustee may conclusively rely and shall be fully protected in acting or refraining from acting based upon any document believed by it to be genuine and to have been signed by or presented by the proper person.

(ii) The Trustee may consult with counsel of its selection and the written advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.

(iii) The Trustee may act through agents, custodians and nominees and shall not be liable for any misconduct or negligence on the part of, or for the supervision of, any such agent, custodian or nominee so long as such agent, custodian or nominee is appointed with due care; provided, however that, so long as a Financial Insurance Provider is the Controlling Party, the Trustee shall receive the consent of the Controlling Party prior to the appointment of any agent, custodian or nominee performing any material obligation of the Trustee hereunder.

(iv) The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers conferred upon it by the Indenture or any other Security Agreement.

(v) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by the Indenture, or to institute, conduct or defend any litigation hereunder or in relation hereto, at the request, order or direction of any of the Noteholders or the Controlling Party, pursuant to the provisions of the Indenture, unless the Trustee shall have been offered reasonable security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which may be incurred therein or thereby or shall have reasonable grounds to believe that repayment of such costs, expenses and liabilities is not reasonably assured to it.

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(vi) The Trustee shall not be bound to make any investigation into the facts of matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing so to do by the Controlling Party.

(vii) The Trustee shall not be liable for any losses or liquidation penalties in connection with Permitted Investments (other than as an obligor with respect to any Permitted Investments for which the institution acting as Trustee is an obligor).

(b) The Trustee shall not be liable for the acts or omissions of any successor to the Trustee.

Section 11.3. Individual Rights of the Trustee. The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with any Issuer or an Affiliate of any Issuer with the same rights it would have if it were not Trustee. However, the Trustee is subject to Section 11.6.

Section 11.4. Notice of Events of Default, Rapid Amortization Events, Defaults and Potential Rapid Amortization Events. If an Event of Default, Rapid Amortization Event, Default or Potential Rapid Amortization Event occurs and is continuing and if a Trust Officer of the Trustee actually knows or receives written notice thereof, the Trustee shall promptly provide the Noteholders (if the Notes in respect of such Noteholder are represented by a Global Note, by telephone and facsimile, and if such Notes in respect of such Noteholder are represented by Definitive Notes, by first class mail), each Enhancement Provider and each Rating Agency with notice of such Event of Default, Rapid Amortization Event, Default or Potential Rapid Amortization Event.

Section 11.5. Compensation and Expenses. (a) The Issuers shall promptly pay to the Trustee from time to time compensation for its acceptance of the Indenture and services hereunder as the Issuers and the Trustee may agree from time to time. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services in accordance with the priority of payment provisions set forth in the applicable Series Supplement. Such expenses shall include (i) the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel and (ii) the reasonable expenses of the Trustee’s agents in administering the Collateral.

(b) The Issuers shall not be required to reimburse any expense or indemnify the Trustee against any loss, liability, or expense incurred by the Trustee through the Trustee’s own willful misconduct, negligence or bad faith.

(c) When the Trustee incurs expenses or renders services after an Event of Default or Rapid Amortization Event occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under the Bankruptcy Code.

(d) The provisions of this Section 11.5 shall survive the termination of this Indenture and the resignation and removal of the Trustee.

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Section 11.6. Eligibility Disqualification. (a) The Trustee hereunder shall at all times be a corporation organized and doing business under the laws of the United States or any state thereof authorized under such laws to exercise corporate trust powers, having a long-term unsecured debt rating of at least “A2” by Moody’s and “A” by Standard & Poor’s having, in the case of an entity that is subject to risk-based capital adequacy requirements, risk-based capital of at least $500,000,000 or, in the case of an entity that is not subject to risk-based capital adequacy requirements, having a combined capital and surplus of at least $500,000,000 and subject to supervision or examination by federal or state authority, and shall satisfy the requirements for a trustee set forth in paragraph (a)(4)(i) of Rule 3a-7 under the Investment Company Act. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purpose of this Section 11.6, the risk-based capital or the combined capital and surplus of such corporation, as the case may be, shall be deemed to be its risk-based capital or combined capital and surplus as set forth in the most recent report of condition so published.

(b) If at any time the Trustee ceases to be eligible in accordance with the provisions of this Section 11.6, the Trustee shall resign immediately in the manner and with the effect specified in Section 11.7.

Section 11.7. Replacement of the Trustee. (a) A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 11.7 and the satisfaction of the Rating Agency Condition.

(b) The Trustee may, after giving sixty (60) days’ prior written notice to the Issuers, each Noteholder, any Financial Insurance Provider and each Rating Agency, resign at any time and be discharged from the trust hereby created by so notifying the Issuers; provided, however, that no such resignation of the Trustee shall be effective until a successor trustee has assumed the obligations of the Trustee hereunder. The Controlling Party may remove the Trustee by so notifying the Trustee, the Issuers and each Rating Agency; provided that if a Financial Insurance Provider is the Controlling Party and it removes the Trustee pursuant to this Section 11.7(b) without cause, such Financial Insurance Provider shall bear all costs incurred in connection with the amendment of the notation on the Certificates of Titles for the Box Trucks to reflect the change in Trustee. The Issuers (for so long as a Financial Insurance Provider is the Controlling Party, with the consent of the Controlling Party) shall, and the Controlling Party may, remove the Trustee upon notice to each Rating Agency if:

(i) the Trustee fails to comply with Section 11.6;

(ii) the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under the Bankruptcy Code;

(iii) a custodian or public officer takes charge of the Trustee or its property; or

(iv) the Trustee becomes incapable of acting.

If the Trustee resigns or is removed or if a vacancy exists in the office of the Trustee for any reason, the Issuers shall promptly appoint a successor Trustee which shall be, so

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long as a Financial Insurance Provider is the Controlling Party, reasonably acceptable to the Controlling Party; provided, however that if an Event of Default has occurred and is continuing, only the Controlling Party may designate and appoint any successor Trustee.

(c) If a successor Trustee does not take office within thirty (30) days after the retiring Trustee resigns or is removed, the retiring Trustee, any Issuer or any Secured Party may petition any court of competent jurisdiction for the appointment of a successor Trustee.

(d) A successor Trustee shall deliver a written acceptance of its appointment to the retiring or removed Trustee, to the Issuers and to any Financial Insurance Provider. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under the 2007-1 Base Indenture and any Series Supplement. The successor Trustee shall mail a notice of its succession to Noteholders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee. Notwithstanding replacement of the Trustee pursuant to this Section 11.7, the Issuers’ obligations under Sections 11.5 and 11.11 shall continue for the benefit of the retiring Trustee.

Section 11.8. Successor Trustee by Merger, etc. Subject to Section 11.6, if the Trustee consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation, the successor corporation without any further act shall be the successor Trustee; provided that such successor corporation shall provide written notice of such consolidation, merger or conversion to the Issuers, any Financial Insurance Provider and each Noteholder.

Section 11.9. Appointment of Co-Trustee or Separate Trustee. (a) Notwithstanding any other provisions of this 2007-1 Base Indenture or any Series Supplement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Collateral may at the time be located, the Trustee shall have the power and may execute and deliver all instruments to appoint one or more persons to act as a co-trustee or co-trustees, or separate trustee or separate trustees, of all or any part of the Collateral, and to vest in such Person or Persons, in such capacity and for the benefit of the Secured Parties, such title to the Collateral, or any part thereof, and, subject to the other provisions of this Section 11.9, such powers, duties, obligations, rights and trusts as the Trustee may consider necessary or desirable. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 11.6 and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required under Section 11.7. No co-trustee shall be appointed without the consent of each Issuer unless such appointment is required as a matter of state law or to enable the Trustee to perform its functions hereunder.

(b) Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions:

(i) The Notes of each Series shall be authenticated and delivered solely by the Trustee or an authenticating agent appointed by the Trustee;

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(ii) All rights, powers, duties and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed by the Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed, the Trustee shall be incompetent or unqualified to perform, such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Collateral or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Trustee;

(iii) No trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder; and

(iv) The Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee.

(c) Any notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then-separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Article 11. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Trustee or separately, as may be provided therein, subject to all the provisions of this 2007-1 Base Indenture, any Series Supplement and any other Security Agreement, specifically including every provision of this 2007-1 Base Indenture, any Series Supplement or any other Security Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Trustee. Every such instrument shall be filed with the Trustee and a copy thereof given to the Issuers and any Financial Insurance Provider.

(d) Any separate trustee or co-trustee may at any time constitute the Trustee, its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect to this 2007-1 Base Indenture, any Series Supplement or any other Security Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

(e) In connection with the appointment of a co-trustee, the Trustee may, at any time, at the Trustee’s sole cost and expense, without notice to the Noteholders but, so long as a Financial Insurance Provider is the Controlling Party, subject to the prior written consent of the Controlling Party, delegate its duties under this 2007-1 Base Indenture and any Series Supplement to any Person who agrees to conduct such duties in accordance with the terms hereof; provided, however, that no such delegation shall relieve the Trustee of its obligations and responsibilities hereunder with respect to any such delegated duties.

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Section 11.10. Representations and Warranties of the Trustee. The Trustee represents and warrants to each Issuer and the Secured Parties that:

(i) The Trustee is a national banking association, organized, existing and in good standing under the laws of the United States of America;

(ii) The Trustee has full power, authority and right to execute, deliver and perform this 2007-1 Base Indenture, any Series Supplement issued concurrently with this 2007-1 Base Indenture and each other Security Agreement and to authenticate the Notes, and has taken all necessary action to authorize the execution, delivery and performance by it of this 2007-1 Base Indenture, any Series Supplement issued concurrently with this 2007-1 Base Indenture and each other Security Agreement and to authenticate the Notes;

(iii) This 2007-1 Base Indenture and each other Security Agreement has been duly executed and delivered by the Trustee; and

(iv) The Trustee meets the requirements of eligibility as a trustee hereunder set forth in Section 11.6.

Section 11.11. Issuer Indemnification of the Trustee. The Issuers shall, jointly and severally, indemnify and hold harmless the Trustee and its directors, officers, agents and employees from and against any claim, loss, liability, expense, damage or injury suffered or sustained by reason of any acts, omissions or alleged acts or omissions arising out of the activities of the Trustee pursuant to this 2007-1 Base Indenture or any Series Supplement, including but not limited to any judgment, award, settlement, reasonable attorneys’ fees and other costs or expenses reasonably incurred in connection with the defense of any actual or threatened action, proceeding or claim; provided, however, that the Issuers shall not indemnify the Trustee or its directors, officers, employees or agents if such acts, omissions or alleged acts or omissions constitute bad faith, negligence or willful misconduct by the Trustee; provided further that any amounts payable pursuant to this Section 11.11 shall be made through the application of Collections made in accordance with the priority of payment provisions set forth in the applicable Series Supplement. The indemnity provided herein shall survive the termination of the Indenture and the resignation and removal of the Trustee.

ARTICLE 12.

DISCHARGE OF INDENTURE

Section 12.1. Termination of the Issuers’ Obligations. (a) The Indenture shall cease to be of further effect (except that each Issuer’s obligations under Section 11.5 and Section 11.11 and the Trustee’s and Paying Agent’s obligations under Section 12.3 shall survive) when all Outstanding Notes theretofore authenticated and issued have been delivered (other than destroyed, lost or stolen Notes which have been replaced or paid) to the Trustee for cancellation, the Issuers have paid all sums payable hereunder or under any Related Document and any Financial Insurance Provider has received all amounts due and payable to it hereunder or under any Related Document.

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(b) In addition, except as may be provided to the contrary in any Series Supplement, the Issuers may terminate all of their obligations under the Indenture if:

(i) the Issuers irrevocably deposit in trust with the Trustee or at the option of the Trustee, with a trustee reasonably satisfactory to the Trustee and the Issuers under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, money or U.S. Government Obligations in an amount sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay, when due, principal of and interest and prepayment premium on the Notes to maturity or redemption, as the case may be, and to pay all other sums payable by them hereunder; provided, however, that (1) the trustee of the irrevocable trust shall have been irrevocably instructed to pay such money or the proceeds of such U.S. Government Obligations to the Trustee and (2) the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such U.S. Government Obligations to the payment of said principal, interest and prepayment premium with respect to the Notes;

(ii) each Issuer delivers to the Trustee an Officer’s Certificate stating that all conditions precedent to satisfaction and discharge of the Indenture have been complied with, and an Opinion of Counsel to the same effect;

(iii) the Rating Agency Condition is satisfied; and

(iv) any Financial Insurance Provider has received all amounts due and payable hereunder or under any other Related Document and any Financial Insurance Policy has been terminated or canceled (other than with regard to Preference Payments (as defined therein)) by the Trustee and returned to such Financial Insurance Provider.

Then, the Indenture shall cease to be of further effect (except as provided in this Section 12.1), and the Trustee, on demand of the Issuers, shall execute proper instruments acknowledging confirmation of and discharge under the Indenture.

(c) After such irrevocable deposit made pursuant to Section 12.1(b) and satisfaction of the other conditions set forth herein, the Trustee upon request shall acknowledge in writing the discharge of the Issuers’ obligations under the Indenture except for those surviving obligations specified above.

In order to have money available on a payment date to pay principal or interest on the Notes, the U.S. Government Obligations shall be payable as to principal or interest at least one Business Day before such payment date in such amounts as will provide the necessary money. U.S. Government Obligations shall not be callable at the issuer’s option.

Section 12.2. Application of Trust Money. The Trustee or a trustee satisfactory to the Trustee and the Issuers shall hold in trust money or U.S. Government Obligations deposited with it pursuant to Section 12.1. The Trustee shall apply the deposited money and the money from U.S. Government Obligations through the Paying Agent in accordance with the Indenture to the payment of principal of and interest on the Notes.

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The provisions of this Section 12.2 shall survive the expiration or earlier termination of the Indenture.

Section 12.3. Repayment to the Issuers. The Trustee and the Paying Agent shall promptly pay to the Issuers, at their direction upon written request, any excess money or, pursuant to Sections 2.6, return any Notes held by them at any time.

The provisions of this Section 12.3 shall survive the expiration or earlier termination of the Indenture.

Section 12.4. Reinstatement. If the Trustee or Paying Agent is unable to apply any funds received under this Article 12 by reason of any proceeding, order or judgment of any court or Governmental Authority enjoining, restraining or otherwise prohibiting such application, the Issuer Obligations shall be revived and reinstated as though no deposit had occurred, until such time as the Trustee or Paying Agent is permitted to apply all such funds or property in accordance with this Article 12. If the Issuers make any payment of principal of, or interest or prepayment premium on, any Notes or any other sums under the Indenture while such obligations have been reinstated, the Issuers shall be subrogated to the rights of the Noteholders or other Secured Parties who received such funds or property from the Trustee to receive such payment in respect of the Notes.

ARTICLE 13.

AMENDMENTS

Section 13.1. Without Consent of the Noteholders. Without the consent of any Noteholder, the Issuers and the Trustee (solely as long as a Financial Insurance Provider is the Controlling Party, acting at the direction of the Controlling Party), at any time and from time to time, may, with the written consent of the Controlling Party (solely as long as a Financial Insurance Provider is the Controlling Party), enter into one or more Supplements hereto, in form satisfactory to the Trustee, and any Issuer may amend or otherwise modify any Related Document to which it is a party, in each case for any of the following purposes:

(a) subject to Section 2.3, to create a new Series of Notes;

(b) to add to the covenants of any Issuer for the benefit of any Secured Parties or to surrender any right or power herein conferred upon any Issuer (provided, however, that no Issuer will pursuant to this subsection 13.1(b) surrender any right or power it has against any other Issuer, the Nominee Titleholder, the Fleet Manager or any Rental Company under the Related Documents);

(c) to mortgage, pledge, convey, assign and transfer to the Trustee any prop-erty or assets as security for the Notes and to specify the terms and conditions upon which such property or assets are to be held and dealt with by the Trustee and to set forth such other provisions in respect thereof as may be required by the Indenture or as may, consistent with the provisions of the Indenture, be deemed appropriate by the Issuers and the Trustee, or to correct or amplify the description of any such property or assets at any

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time so mortgaged, pledged, conveyed and transferred to the Trustee on behalf of the Secured Parties;

(d) to cure any mistake, ambiguity, defect, or inconsistency or to correct or supplement any provision contained herein or in any Related Document to which any Issuer is a party;

(e) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Notes; or

(f) to correct or supplement any provision herein or in any Related Document to which any Issuer is a party which may be inconsistent with any other provision herein or therein or to make consistent any other provisions with respect to matters or questions arising hereunder or under any Related Document to which any Issuer is a party;

provided, however, that, so long as a Financial Insurance Provider is not the Controlling Party, such action shall not adversely affect in any material respect the interests of any Noteholders, as evidenced by an Opinion of Counsel delivered to the Trustee; provided further that the failure of any Financial Insurance Provider to respond to the Issuers’ written request for consent to any amendment pursuant to clause (d) or (f) above (which request refers to this Section 13.1 and includes the text of this proviso therein in its entirety) within fifteen (15) Business Days of actual receipt thereof by an Authorized Officer of such Financial Insurance Provider will constitute such Controlling Party’s consent to such amendment. Upon the request of the Issuers, the Trustee shall join with the Issuers in the execution of any Supplement authorized or permitted by the terms of the Indenture and shall make any further appropriate agreements and stipulations which may be therein contained, but the Trustee shall not be obligated to enter into such Supplement which adversely affects its own rights, duties or immunities under the Indenture or otherwise. The Issuers shall give, or cause to be given, prior written notice of any amendment to be made pursuant to this Section 13.1 to each Rating Agency.

Section 13.2. With Consent of the Noteholders. Except as provided in Section 13.1, the provisions of this 2007-1 Base Indenture and any Series Supplement (unless otherwise provided in such Series Supplement) and each other Related Document to which any Issuer is a party may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to in writing by each Issuer, the Trustee (acting at the direction of the Controlling Party) and the Controlling Party. In addition to the foregoing:

(i) (w) any modification of this Section 13.2, (x) any change in any requirement hereunder that any particular action be taken by Noteholders holding the relevant percentage in principal amount of the Notes, (y) any change in the definition of the term “Aggregate Note Balance” or any defined term used for the purpose of such definition and (z) any change in the definition of the terms “Aggregate Asset Amount,” “Aggregate Asset Amount Deficiency,” “Discounted Aggregate Asset Amount” or any defined term used for the purpose of any such definitions, which change, solely in the case of clause (z), could reasonably be expected to a material adverse effect on any Noteholder, shall require the consent of each affected Noteholder; and

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(ii) any amendment, waiver or other modification that would (a) extend the due date for, or reduce the amount of any scheduled repayment or prepayment of principal of or interest on any Note (or reduce the principal amount of or rate of interest on any Note) shall require the consent of each affected Noteholder; (b) approve the assignment or transfer by any Issuer of any of its rights or obligations hereunder or under any other Related Document to which it is a party except pursuant to the express terms hereof or thereof shall require the consent of each Noteholder; (c) release any obligor under any Related Document to which it is a party except pursuant to the express terms of such Related Document shall require the consent of each Noteholder; (d) affect adversely the interests, rights or obligations of any Noteholder individually in comparison to any other Noteholder shall require the consent of such Noteholder; or (e) amend or otherwise modify any Rapid Amortization Event not subject to waiver shall require the consent of each affected Noteholder.

The Issuers shall give, or cause to be given, prior written notice of any amendment to be made pursuant to this Section 13.2 to each Rating Agency.

Section 13.3. Supplements. Each amendment or other modification to the Indenture or the Notes shall be set forth in a Supplement. In addition to the manner provided in Sections 13.1 and 13.2, each Series Supplement may be amended as provided for in such Series Supplement.

Section 13.4. Revocation and Effect of Consents. Until an amendment or waiver becomes effective, a consent to it by a Noteholder of a Note is a continuing consent by the Noteholder and every subsequent Noteholder of a Note or portion of a Note that evidences the same debt as the consenting Noteholder’s Note, even if notation of the consent is not made on any Note. However, any such Noteholder or subsequent Noteholder may revoke the consent as to his Note or portion of a Note if the Trustee receives written notice of revocation before the date the amendment or waiver becomes effective. An amendment or waiver becomes effective in accordance with its terms and thereafter binds every Noteholder. The Issuers may fix a record date for determining which Noteholders must consent to such amendment or waiver.

Section 13.5. Notation on or Exchange of Notes. The Trustee may place an appropriate notation about an amendment or waiver on any Note thereafter authenticated. The Issuers in exchange for all Notes may issue and the Trustee shall authenticate new Notes that reflect the amendment or waiver. Failure to make the appropriate notation or issue a new Note shall not affect the validity and effect of such amendment or waiver.

Section 13.6. The Trustee to Sign Amendments, etc.The Trustee shall sign any Supplement authorized pursuant to this Article 13 if the Supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may, but need not, sign it. In signing such Supplement, the Trustee shall be entitled to receive, if requested, an indemnity reasonably satisfactory to it and to receive and shall be fully protected in relying upon, Officer’s Certificates and an Opinion of Counsel as conclusive evidence that such Supplement is authorized or permitted by the Indenture and that it will be valid and binding upon the Issuers in accordance with its terms.

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ARTICLE 14.

MISCELLANEOUS

Section 14.1. Notices. (a) Any notice or communication under the Indenture by any Issuer to the Trustee or any other party, or by the Trustee to any Issuer or any other party shall be in writing and delivered in person or mailed by first-class mail (registered or certified, return receipt requested), facsimile, overnight air courier guaranteeing next day delivery or, solely with the recipient’s consent, e-mail, to the other’s address, which may be updated or amended from time to time by written notice to the other party:

If to any Issuer:

c/o U-Haul S Fleet, LLC

1325 Airmotive Way, Suite 100

Reno, Nevada 89502

Attn: Assistant Treasurer

Fax: (775) 688-6338

Email: rwardrip@amerco.com

with a copy to:

c/o U-Haul S Fleet, LLC

2727 N. Central Avenue

Phoenix, Arizona 85004

Attn: Assistant General Counsel and Secretary

Fax: (602) 263-6173

Email: jeniffer_settles@uhaul.com

with a copy to the Administrator:

U-Haul International, Inc.

2727 N. Central Avenue

Phoenix, Arizona

Attn: Assistant General Counsel and Secretary

Fax: (602) 263-6173

Email: jeniffer_settles@uhaul.com

If to the Trustee:

U.S. Bank National Association

c/o U.S. Bank Corporate Trust Services

209 South LaSalle Street, 3^rd Floor

Mailcode: MK-IL-RY3B

Chicago, Illinois 60604-1219

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Attn: U-Haul 2007-1

Phone: (312) 325-8904

Fax: (312) 325-8905

If to an Enhancement Provider, at the address provided in the applicable Enhancement Agreement.

Any Issuer or the Trustee by notice to the other and each Enhancement Provider may designate additional or different addresses for subsequent notices or communications; provided, however, no Issuer may not at any time designate more than a total of three (3) addresses to which notices must be sent in order to be effective.

Any notice (i) given in person shall be deemed delivered on the date of delivery of such notice, (ii) given by first class mail shall be deemed given five (5) days after the date that such notice is mailed, (iii) delivered by facsimile or other electronic means (including e-mail) shall be deemed given on the date of delivery of such notice, and (iv) delivered by overnight air courier shall be deemed delivered one Business Day after the date that such notice is delivered to such overnight courier.

Notwithstanding any provisions of the Indenture to the contrary, the Trustee shall have no liability based upon or arising from the failure to receive any notice required by or relating to the Indenture or the Notes.

If the Issuers mail a notice or communication to Noteholders, they shall mail a copy to the Trustee and any Financial Insurance Provider at the same time.

(b) Where the Indenture provides for notice to Noteholders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if sent in writing and mailed, first-class postage prepaid, to each Noteholder affected by such event, at its address as it appears in the Note Register, not later than the latest date, and not earlier than the earliest date, prescribed (if any) for the giving of such notice. In any case where notice to Noteholder is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Noteholder shall affect the sufficiency of such notice with respect to other Noteholders, and any notice which is mailed in the manner herein provided shall be conclusively presumed to have been duly given. Where the Indenture provides for notice in any manner, such notice may be waived in writing by any Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Noteholders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. Any notice delivered to any Issuer in accordance with the terms of this Section 14.1 shall be deemed to have been given to each Issuer.

In the case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice by mail, then such notification as shall be made that is satisfactory to the Trustee shall constitute a sufficient notification for every purpose hereunder.

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Section 14.2. Communication by Noteholders With Other Noteholders. Noteholders may communicate with other Noteholders with respect to their rights under this Indenture or the Notes and any Financial Insurance Provider may communicate with any Noteholders.

Section 14.3. Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Issuers to the Trustee to take any action under the Indenture or any other Security Agreement , the Issuers shall furnish to the Trustee an Officer’s Certificate of each Issuer in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 14.4) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in the Indenture or any other Security Agreement relating to the proposed action have been complied with.

Section 14.4. Statements Required in Certificate. Each certificate with respect to compliance with a condition or covenant provided for in the Indenture or any other Security Agreement shall include:

(a) a statement that the Person giving such certificate has read such covenant or condition;

(b) a brief statement as to the nature and scope of the examination or investigation upon which the statements contained in such certificate are based;

(c) a statement that, in the opinion of such Person, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(d) a statement as to whether or not, in the opinion of such Person, such condition or covenant has been complied with.

Section 14.5. Rules by the Trustee. The Trustee may make reasonable rules for action by or at a meeting of Noteholders.

Section 14.6. Duplicate Originals. The parties may sign any number of copies of this 2007-1 Base Indenture. One signed copy is sufficient to prove this 2007-1 Base Indenture.

Section 14.7. Benefits of Indenture. Except as set forth in a Series Supplement, nothing in this 2007-1 Base Indenture or in the Notes, expressed or implied, shall give to any Person, other than the parties hereto and their successors hereunder and the Holders, any benefit or any legal or equitable right, remedy or claim under the Indenture. Each Financial Insurance Provider shall be deemed to be a third-party beneficiary of this 2007-1 Base Indenture and shall be entitled to enforce the obligations of the parties hereunder.

Section 14.8. Payment on Business Day. In any case where any Payment Date, redemption date or maturity date of any Note shall not be a Business Day, then (notwithstanding any other provision of the Indenture) payment of interest or principal (and prepayment premium, if any), as the case may be, need not be made on such date but may be made on the next succeeding Business Day with the same force and effect as if made on the Payment Date,

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redemption date, or maturity date; provided, however, that no interest shall accrue for the period from and after such Payment Date, redemption date, or maturity date, as the case may be.

Section 14.9. Governing Law. THIS 2007-1 BASE INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

Section 14.10. No Adverse Interpretation of Other Agreements. The Indenture may not be used to interpret another indenture, loan or debt agreement of any Issuer or an Affiliate of any Issuer. Any such indenture, loan or debt agreement may not be used to interpret the Indenture.

Section 14.11. Successors. All agreements of each Issuer in the Indenture and the Notes shall bind its successor; provided, however, no Issuer may assign its obligations or rights under the Indenture or any Related Document except with the prior written consent of the Controlling Party and in accordance with the terms thereof. All agreements of the Trustee in the Indenture shall bind its successor.

Section 14.12. Severability. In case any provision in the Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 14.13. Counterpart Originals. The parties may sign any number of copies of this 2007-1 Base Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

Section 14.14. Table of Contents, Headings, etc.The Table of Contents, Cross-Reference Table, and headings of the Articles and Sections of this 2007-1 Base Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, and shall in no way modify or restrict any of the terms or provisions hereof.

Section 14.15. Termination; Collateral. This 2007-1 Base Indenture, and any grants, pledges and assignments hereunder, shall become effective concurrently with the issuance of the first Series of Notes and, subject to Section 3.4, shall terminate when (a) all Issuer Obligations shall have been fully paid and satisfied, (b) the obligations of each Enhancement Provider under any Enhancement and related documents have terminated and been released, and (c) any Enhancement shall have terminated, at which time the Trustee, at the request of the Issuers and upon receipt of an Officer’s Certificate from each Issuer to the effect that the conditions in clauses (a), (b) and (c) above have been complied with and upon receipt of a certificate from the Trustee and each Enhancement Provider to the effect that the conditions in clauses (a), (b) and (c) above relating to Issuer Obligations to the Noteholders and each Enhancement Provider have been complied with, shall reassign (without recourse upon, or any warranty whatsoever by, the Trustee) and deliver all Collateral and documents then in the custody or possession of the Trustee promptly to the order of the Issuers; provided, however, that the grants, pledges and assignments so terminated shall continue to be effective or automatically be reinstated, as the case may be, if payment of any Issuer Obligation is rescinded or otherwise must be restored or returned by the Trustee or any Noteholder upon the insolvency, bankruptcy,

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dissolution, liquidation or reorganization of any Issuer or any other obligor or otherwise, all as though such payments had not been made.

Section 14.16. Release of an Issuer. In the event that all of the Box Trucks owned by a Box Truck SPV are sold or otherwise disposed of in accordance with Section IV of the SPV Fleet Owner Agreement and the Disposition Proceeds thereof are distributed in accordance with the terms of the Indenture, such Box Truck SPV shall be released and discharged from its obligations under the Indenture and shall be deemed to no longer be an Issuer hereunder.

Section 14.17. No Bankruptcy Petition. Each of the Secured Parties and the Trustee hereby covenants and agrees that, prior to the date which is one year and one day after the payment in full of all Issuer Obligations, it will not institute against, or join with any other Person in instituting against, any Issuer, any Permitted Note Issuance SPV or the Nominee Titleholder any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings, under any federal or state bankruptcy or similar law; provided, however, that nothing in this Section 14.17 shall constitute a waiver of any right to indemnification, reimbursement or other payment from the Issuers pursuant to this 2007-1 Base Indenture or any other Related Document. In the event that any such Secured Party or any Trustee takes action in violation of this Section 14.17, such Issuer, such Permitted Note Issuance SPV or the Nominee Titleholder shall file an answer with the bankruptcy court or otherwise properly contesting the filing of such a petition by any such Secured Party or the Trustee against such Issuer, such Permitted Note Issuance SPV or the Nominee Titleholder or the commencement of such action and raising the defense that such Secured Party or the Trustee has agreed in writing not to take such action and should be estopped and precluded therefrom and such other defenses, if any, as its counsel advises that it may assert. The provisions of this Section 14.17 shall survive the termination of this 2007-1 Base Indenture, and the resignation or removal of the Trustee. Nothing contained herein shall preclude participation by any Secured Party or the Trustee in the assertion or defense of its claims in any such proceeding involving any Issuer, any Permitted Note Issuance SPV or the Nominee Titleholder.

Section 14.18. No Recourse.Notwithstanding any provisions herein to the contrary, all of the obligations of each Issuer under or in connection with the Notes and the Indenture are nonrecourse obligations of such Issuer payable solely from the Collateral and following realization of the Collateral and its reduction to zero, any claims of the Noteholders and the Trustee against such Issuer shall be extinguished and shall not thereafter revive. Each Noteholder, by accepting a Note, acknowledges and agrees that the Issuers will only make payments with respect to any Issuer Obligations to the extent of funds available pursuant to the terms of the Indenture. It is understood that the foregoing provisions of this Section 14.18 shall not (i) prevent recourse to the Collateral for the sums due or to become due under any security, instrument or agreement which is part of the Collateral or (ii) constitute a waiver, release or discharge of any indebtedness or obligation evidenced by the Notes or secured by the Indenture (to the extent it relates to the obligation to make payments on the Notes) until such Collateral has been realized and reduced to zero, whereupon any outstanding Indebtedness or other obligation in respect of the Notes shall be extinguished and shall not thereafter revive. It is further understood that the foregoing provisions of this Section 14.18 shall not limit the right of any Person to name any Issuer as a party defendant in any Proceeding or in the exercise of any other

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remedy under the Notes or the Indenture, so long as no judgment in the nature of a deficiency judgment shall be asked for or (if obtained) enforced against any such Person or entity.

Section 14.19. Subordination.Each Noteholder by accepting a Note acknowledges and agrees that such Note represents nonrecourse indebtedness of the Issuers secured by the Collateral and that as a Noteholder it shall have no right, title, claim or interest in or to any other assets pledged by USF to secure any other Indebtedness of USF (“Other Assets”), it being understood and agreed by the Issuers that the Collateral shall not be pledged to secure any other Indebtedness. To the extent that, notwithstanding the agreements and provisions contained in the preceding sentence of this Section 14.19, any Noteholder either (i) asserts an interest or claim to, or benefit from, Other Assets or (ii) is deemed to have any such interest, claim or benefit in or from Other Assets, whether by operation of law, legal process, pursuant to applicable provisions of insolvency laws or otherwise (including by virtue of Section 1111(b) of the Bankruptcy Code or any successor provision having similar effect under the Bankruptcy Code), each Noteholder by accepting a Note further acknowledges and agrees that any such interest, claim or benefit in or from Other Assets is and shall be expressly subordinated to the indefeasible payment in full of all Indebtedness secured by such Other Assets (whether or not any such entitlement or security interest is legally perfected or otherwise entitled to a priority of distribution or application under applicable law, including insolvency laws), including, the payment of post-petition interest on such other Indebtedness. This subordination agreement shall be deemed a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code. Each Noteholder further acknowledges and agrees that no adequate remedy at law exists for a breach of this Section 14.19 and the terms of this Section 14.19 may be enforced by an action for specific performance. Nothing herein is intended to be construed to permit the issuance of other Indebtedness of any Box Truck SPV while the Indebtedness under the Notes is Outstanding, or to permit USF to issue any Indebtedness except on the terms and conditions expressly provided herein.

Section 14.20. Waiver of Trial by Jury. EACH PARTY HERETO HEREBY EXPRESSLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS 2007-1 BASE INDENTURE OR ANY SERIES SUPPLEMENT HERETO OR ANY OTHER RELATED DOCUMENT TO WHICH IT IS A PARTY, OR UNDER ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNEC-TION THEREWITH OR ARISING FROM ANY RELATIONSHIP EXISTING IN CONNECTION WITH THIS 2007-1 BASE INDENTURE OR ANY SERIES SUPPLEMENT HERETO OR ANY RELATED TRANSACTION, AND AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.

Section 14.21. Submission to Jurisdiction. The Trustee may enforce any claim arising out of the Indenture in any state or federal court having subject matter jurisdiction and located in New York, New York. For the purpose of any action or proceeding instituted with respect to any such claim, each Issuer hereby irrevocably submits to the jurisdiction of such courts. Each Issuer irrevocably consents to the service of process out of said courts by mailing a copy thereof, by registered mail, postage prepaid, to such Issuer and agrees that such service, to the fullest extent permitted by law, (i) shall be deemed in every respect effective service of

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process upon it in any such suit, action or proceeding and (ii) shall be taken and held to be valid personal service upon and personal delivery to it. Nothing herein contained shall affect the right of the Trustee to serve process in any other manner permitted by law or preclude the Trustee from bringing an action or proceeding in respect hereof in any other country, state or place having jurisdiction over such action. Each Issuer hereby irrevocably waives, to the fullest extent permitted by law, any objection which it may have or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court located in New York, New York and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum.

Section 14.22. Know Your Customer. To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify and record information that identifies each person who opens an account. For a non-individual Person such as a business entity, a charity, a trust or other legal entity, the Trustee will ask for documentation to verify its formation and existence as a legal entity. The Trustee may also ask to see financial statements, licenses, identification and authorization documents from individuals claiming authority to represent the entity or other relevant documentation.

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IN WITNESS WHEREOF, the Trustee and each Issuer have caused, this 2007-1 Base Indenture to be duly executed by their respective duly authorized officers as of the day and year first written above.

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:

Schedule I

Definitions List

EXHIBIT A

FORM OF MONTHLY REPORT

A-1

EXHIBIT B

LIMITED GUARANTEE

made by

[BOX TRUCK SPV]

in favor of

[PERMITTED NOTE ISSUANCE TRUSTEE]

Dated as of [__________ __, _____]

LIMITED GUARANTEE

This LIMITED GUARANTEE (this “Limited Guarantee”), dated as of [________ ___, ____] made by [BOX TRUCK SPV], a Nevada limited liability company (the “Guarantor”), in favor of [PERMITTED NOTE ISSUANCE TRUSTEE], a [_____________] (the “Permitted Note Issuance Trustee”).

RECITALS:

WHEREAS, the Guarantor, U-Haul S Fleet, LLC (“USF”), and each other Box Truck SPV have entered into that certain 2007-1 Box Truck Base Indenture with U.S. Bank National Association, dated as of the date hereof (as amended, supplemented or otherwise modified in accordance with its terms, the “2007-1 Base Indenture”), as supplemented by one or more Series Supplements thereto (as so supplemented, the “Indenture”), providing for the issuance by the Guarantor, USF and each other Box Truck SPV of one or more series of notes (the “Notes”);

WHEREAS, USF has entered into an indenture, dated the date hereof (the “Permitted Note Issuance Indenture”) with the Permitted Note Issuance Trustee pursuant to which it will issue, jointly and severally with [___________], [___________] and [____________] (collectively, the “Permitted Note Issuance SPVs”), one or more series of Permitted Notes;

WHEREAS, the Guarantor has obtained or will obtain benefits from the use of the proceeds of the issuance of the Notes; and

WHEREAS, pursuant to the terms of the 2007-1 Base Indenture, and as a condition to the issuance of the Permitted Notes in accordance with the Permitted Note Issuance Indenture, the Guarantor is required to guarantee, on an unsecured basis, the full and prompt payment of the Guaranteed Obligations (as hereinafter defined) when due pursuant to, and in accordance with, the terms and conditions of this Limited Guarantee;

NOW, THEREFORE, in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Guarantor hereby agrees, covenants, represents and warrants to the Permitted Note Issuance Trustee as follows:

Section 1. Definitions. (a) All capitalized terms used and not defined herein shall have the respective meanings given such terms in Schedule I to the 2007-1 Base Indenture; provided, however, that if a term used herein is defined both herein and in the 2007-1 Base Indenture, the definition of such term herein shall govern.

(b) The words “hereof,” “herein”, “hereto” and “hereunder” and words of similar import when used in this Limited Guarantee shall refer to this Limited Guarantee as a whole and not to any particular provision of this Limited Guarantee, and Section references are to this Limited Guarantee unless otherwise specified.

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(c) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.

Section 2. Guarantee. a) The Guarantor hereby irrevocably, absolutely and unconditionally assumes liability for, and guarantees for the benefit of the Permitted Note Issuance Trustee, the prompt and complete payment and performance of the following obligations and liabilities (hereinafter collectively referred to as the “Guaranteed Obligations”) on the terms set forth herein:

(i) payment by USF of all amounts owed by it pursuant to its joint liability under the Permitted Note Issuance Indenture in connection with any Permitted Notes issued thereunder, whether for principal, interest, prepayment premium, fees, penalties, expenses, indemnities or otherwise; and

(ii) payment of any and all expenses, including reasonable attorneys’ fees incurred by the Permitted Note Issuance Trustee in enforcing its rights under this Limited Guarantee.

(b) All sums payable under this Limited Guarantee shall be payable within five (5) days after demand therefor and without reduction for any offset, claim, counterclaim or defense.

(c) All amounts payable by the Guarantor under this Limited Guarantee will be made through the application of Collections made in accordance with the priority of payment provisions set forth in the Indenture.

Section 3. Representations and Warranties. The Guarantor hereby represents and warrants to the Permitted Note Issuance Trustee, as of the date hereof and as of each date of issuance of any Permitted Notes under the Permitted Note Issuance Indenture that:

(a) Organization; Ownership; Power; Qualification. The Guarantor (i) is a limited liability company, duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation, (ii) has the power and authority to own its properties and to carry on its business as now being and hereafter proposed to be conducted and (iii) is duly qualified, in good standing and authorized to do business in each jurisdiction in which the character of its properties or the nature of its businesses requires such qualification or authorization, except, in the case of clause (iii), for such qualification or authorization the lack of which could not be reasonably expected to have a Material Adverse Effect.

(b) Power and Authorization; Enforceability. The Guarantor has the power and has taken all necessary action to authorize it to execute, deliver and perform this Limited Guarantee and each of the other Related Documents to which it is a party in accordance with their respective terms, and to consummate the transactions contemplated hereby and thereby. This Limited Guarantee has been duly executed and delivered by the Guarantor and is, and each of the other Related Documents to which the Guarantor is a party is, a legal, valid and binding obligation of the Guarantor enforceable in accordance with its terms.

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(c) Compliance. The execution, delivery and performance by the Guarantor of this Limited Guarantee and each other Related Document to which it is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not (i) require any consent, approval, authorization or registration not already obtained or effected, (ii) violate any applicable law with respect to the Guarantor which violation could result in a material adverse effect on its financial condition, business, prospects or properties or a Material Adverse Effect, (iii) conflict with, result in a breach of, or constitute a default under the certificate of formation or limited liability company agreement of the Guarantor, or under any indenture, agreement, or other instrument to which the Guarantor is a party or by which its properties may be bound, or (iv) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by the Guarantor except Permitted Liens.

(d) Litigation. There is no action, suit or proceeding pending against or, to the knowledge of the Guarantor, threatened against or affecting the Guarantor before any court or arbitrator or any Governmental Authority that could materially adversely affect the financial position, results of operations, business, properties, performance or condition (financial or otherwise) of the Guarantor or which in any manner draws into question the validity or enforceability of this Limited Guarantee or any other Related Document or the ability of the Guarantor to comply with any of the respective terms hereunder or thereunder.

Section 4. Covenants. The Guarantor hereby covenants and agrees that, until the payment in full of all Issuer Obligations under the Indenture:

(a) Existence; Foreign Qualification. The Guarantor shall do and cause to be done at all times all things necessary to (i) maintain and preserve its existence as a limited liability company, (ii) be, and ensure that it is, duly qualified to do business and in good standing as a foreign limited liability company in each jurisdiction where the nature of its business makes such qualification necessary and the failure to so qualify would have a material adverse effect on its financial condition, business, prospects or properties or a Material Adverse Effect and (iii) comply with all Contractual Obligations and Requirements of Law binding upon it, except to the extent that the failure to comply therewith would not, in the aggregate, have a material adverse effect on its financial condition, business, prospects or properties or a Material Adverse Effect.

(b) Business. The Guarantor shall engage only in businesses that are permitted by its Box Truck SPV Limited Liability Company Agreement.

(c) Compliance with the 2007-1 Base Indenture. The Guarantor shall perform all of its obligations under the 2007-1 Base Indenture in accordance with the terms thereof and shall comply with all of the provisions thereof.

Section 5. Unconditional Character of Obligations of the Guarantor. (a) The obligations of the Guarantor hereunder shall be irrevocable, absolute and unconditional, irrespective of the validity, regularity or enforceability, in whole or in part, of any Permitted Notes or the Permitted Note Issuance Indenture or any provision thereof or any document or instrument related thereto, or the absence of any action to enforce the same, any waiver or consent with respect to any provision thereof, the recovery of any judgment against USF, the

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Guarantor or any other Person or any action to enforce the same, any failure or delay in the enforcement of the obligations of USF under the Permitted Note Issuance Indenture or the Guarantor under this Limited Guarantee, or any setoff, counterclaim, and irrespective of any other circumstances which might otherwise limit recourse against the Guarantor by the Permitted Note Issuance Trustee or constitute a legal or equitable discharge of defense of a guarantor or surety. The Permitted Note Issuance Trustee may enforce the obligations of the Guarantor under this Limited Guarantee by a proceeding at law, in equity or otherwise, independent of any loan foreclosure or similar proceeding or any deficiency action against USF or any other Person at any time, either before or after an action against any USF or any other Person. This Limited Guarantee is a guarantee of payment and performance and not merely a guarantee of collection. The Guarantor waives diligence, notice of acceptance of this Limited Guarantee, filing of claims with any court, any proceeding to enforce any provision of the Permitted Note Issuance Indenture against the Guarantor, USF or any other Person, any right to require a proceeding first against USF or any other Person, or to exhaust any security for the performance of the Guaranteed Obligations or any other obligations of USF or any other Person, or any protest, presentment, notice of default (except as may be expressly required under the Permitted Note Issuance Indenture) or other notice or demand whatsoever, and the Guarantor hereby covenants and agrees that it shall not be discharged of its obligations hereunder.

(b) The obligations of the Guarantor under this Limited Guarantee, and the rights of the Permitted Note Issuance Trustee to enforce the same by proceedings, whether by action at law, suit in equity or otherwise shall not be in any way affected by any of the following:

(i) any insolvency, bankruptcy, liquidation, reorganization, readjustment, composition, dissolution, receivership, conservatorship, winding up or other similar proceeding involving or affecting USF, the Collateral, the collateral for the Guaranteed Obligations, the Guarantor or any other Person;

(ii) any failure by USF or any other Person, whether or not without fault on its part, to perform or comply with any of the terms of the Permitted Notes or the Permitted Note Issuance Indenture or any document or instrument relating thereto;

(iii) the release of USF or any other Person from the performance or observance of any of the agreements, covenants, terms or conditions contained in the Permitted Notes or the Permitted Note Issuance Indenture or any document or instrument relating thereto by operation of law or otherwise; or

(iv) the release in whole or in part of any collateral for any or all Guaranteed Obligations or for any Permitted Notes or the Permitted Note Issuance Indenture.

(c) Except as otherwise specifically provided in this Limited Guarantee, the Guarantor hereby expressly and irrevocably waives all defenses in an action brought by the Permitted Note Issuance Trustee to enforce this Limited Guarantee based on claims of waiver, release, surrender, alteration or compromise and all setoffs, reductions, or impairments, whether arising hereunder or otherwise.

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(d) The Permitted Note Issuance Trustee may deal with USF and Affiliates of USF in the same manner and as freely as if this Limited Guarantee did not exist and shall be entitled, among other things, to grant USF or any other Person such extension or extensions of time to perform any act or acts as may be deemed advisable by the Permitted Note Issuance Trustee, at any time and from time to time, without terminating, affecting or impairing the validity of this Limited Guarantee or the obligations of the Guarantor hereunder.

(e) No compromise, alteration, amendment, modification, extension, renewal, release or other change of, or waiver, consent, delay, omission, failure to act or other action with respect to, any liability or obligation under or with respect to, or of any of the terms, covenants or conditions of the Permitted Notes, the Permitted Note Issuance Indenture or any document or instrument relating thereto or any amendment, modification or other change of any legal requirement shall in any way alter, impair or affect any of the obligations of the Guarantor hereunder, and the Guarantor agrees that if the Permitted Note Issuance Indenture or any document or instrument relating thereto is modified, the Guaranteed Obligations shall automatically be deemed modified to include such modifications.

(f) The Permitted Note Issuance Trustee may proceed to protect and enforce any or all of its rights under this Limited Guarantee by suit in equity or action at law, whether for the specific performance of any covenants or agreements contained in this Limited Guarantee or otherwise, or to take any action authorized or permitted under applicable law, and shall be entitled to require and enforce the performance of all acts and things required to be performed hereunder by the Guarantor. Each and every remedy of the Permitted Note Issuance Trustee shall, to the extent permitted by law, be cumulative and shall be in addition to any other remedy given hereunder or now or hereafter existing at law or in equity.

(g) No waiver shall be deemed to have been made by the Permitted Note Issuance Trustee of any rights hereunder unless the same shall be in writing and signed by the Permitted Note Issuance Trustee, and any such waiver shall be a waiver only with respect to the specific matter involved and shall in no way impair the rights of the Permitted Note Issuance Trustee or the obligations of the Guarantor to the Permitted Note Issuance Trustee in any other respect or at any other time.

(h) At the option of the Permitted Note Issuance Trustee, the Guarantor may be joined in any action or proceeding commenced by the Permitted Note Issuance Trustee against USF or any other Person in connection with or based upon any Permitted Notes, the Permitted Note Issuance Indenture or any document or instrument relating thereto and recovery may be had against the Guarantor in such action or proceeding or in any independent action or proceeding against the Guarantor to the extent of the Guarantor’s liability hereunder, without any requirement that the Permitted Note Issuance Trustee first assert, prosecute or exhaust any remedy or claim against USF or any other Person, or any security for the obligations of any USF or any other Person.

(i) The Guarantor agrees that this Limited Guarantee shall continue to be effective or shall be reinstated, as the case may be, if at any time any payment is made by or on behalf of the Guarantor to or on behalf of the Permitted Note Issuance Trustee and such payment is rescinded or must otherwise be returned by the Permitted Note Issuance Trustee or its creditors

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(as determined by the Permitted Note Issuance Trustee in its sole and absolute discretion) upon insolvency, bankruptcy, liquidation, reorganization, readjustment, composition, dissolution, receivership, conservatorship, winding up or other similar proceeding involving or affecting the Guarantor or any other Person, all as though such payment had not been made.

(j) In the event that the Guarantor shall advance or become obligated to pay any sums under this Limited Guarantee or in connection with the Guaranteed Obligations or in the event that for any reason whatsoever USF, or any Affiliate of USF is now, or shall hereafter become, indebted to the Guarantor, the Guarantor agrees that (i) the amount of such sums and of such Indebtedness and all interest thereon shall at all times be subordinate as to the Lien, the time of payment and in all other respects to all sums, including principal and interest and other amounts, at any time owed to the Permitted Note Issuance Trustee under the Permitted Note Issuance Indenture by USF, and (ii) the Guarantor shall not be entitled to enforce or receive payment thereof until all principal, interest and other sums due pursuant to all Permitted Notes, the Permitted Note Issuance Indenture or any document or instrument relating thereto have been paid in full. Nothing herein contained is intended or shall be construed to give the Guarantor any right of subrogation in or under the Permitted Notes or the Permitted Note Issuance Indenture or any right to participate in any way therein, or in the right, title or interest of the Permitted Note Issuance Trustee in or to any collateral securing the Permitted Notes, notwithstanding any payments made by the Guarantor under this Limited Guarantee, until the actual and irrevocable receipt by each the Permitted Note Issuance Trustee in full of all principal, interest and other sums due with respect to the Permitted Notes or otherwise payable under the Permitted Note Issuance Indenture. If any amount shall be paid to the Guarantor on account of such subrogation rights at any time when any such sums due and owing to the Permitted Note Issuance Trustee shall not have been fully paid, such amount shall be paid by the Guarantor to the Permitted Note Issuance Trustee for credit and application against such sums due and owing to the Permitted Note Issuance Trustee.

Section 6. Amendments. The terms of this Limited Guarantee shall not be waived, altered, modified, amended, supplemented or terminated in any manner whatsoever except upon (i) execution of a written instrument by the Permitted Note Issuance Trustee and the Guarantor and (ii) the satisfaction of the Permitted Note Issuance Rating Agency Condition with respect thereto.

Section 7. Successors and Assigns. This Limited Guarantee shall be binding upon the Guarantor, and the Guarantor’s respective estate, heirs, personal representatives, successors and assigns, may not be assigned or delegated by the Guarantor and shall inure to the benefit of the Permitted Note Issuance Trustee and its successors and assigns.

Section 8. Applicable Law and Consent to Jurisdiction. (a) THIS LIMITED GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

(b) The Permitted Note Issuance Trustee may enforce any claim arising out of this Limited Guarantee in any state or federal court having subject matter jurisdiction and located in New York, New York. For the purpose of any action or proceeding instituted with respect to

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any such claim, the Guarantor hereby irrevocably submits to the jurisdiction of such courts. The Guarantor irrevocably consents to the service of process out of said courts by mailing a copy thereof, by registered mail, postage prepaid, to the Guarantor and agrees that such service, to the fullest extent permitted by law, (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall be taken and held to be valid personal service upon and personal delivery to it. Nothing herein contained shall affect the right of the Permitted Note Issuance Trustee to serve process in any other manner permitted by law or preclude the Permitted Note Issuance Trustee from bringing an action or proceeding in respect hereof in any other country, state or place having jurisdiction over such action. The Guarantor hereby irrevocably waives, to the fullest extent permitted by law, any objection which it may have or hereafter have to the laying of the venue of any such suit, action or proceed-ing brought in any such court located in New York, New York and any claim that any such suit, action or proceed-ing brought in such a court has been brought in an inconve-nient forum.

Section 9. Section Headings. The headings of the sections and paragraphs of this Limited Guarantee have been inserted for convenience of reference only and shall in no way define, modify, limit or amplify any of the terms or provisions hereof.

Section 10. Severability. Any provision of this Limited Guarantee which may be determined by any competent authority to be prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted by applicable law, the Guarantor hereby waives any provision of law which renders any provision hereof prohibited or unenforceable in any respect.

Section 11. Waiver of Trial by Jury. EACH PARTY HERETO HEREBY EXPRESSLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS LIMITED GUARANTEE OR ANY OTHER RELATED DOCUMENT TO WHICH IT IS A PARTY, OR UNDER ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNEC-TION THEREWITH OR ARISING FROM ANY RELATIONSHIP EXISTING IN CONNECTION WITH THIS LIMITED GUARANTEE OR ANY RELATED TRANSACTION, AND AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.

Section 12. Notices. All notices, requests or other communications desired or required to be given under this Limited Guarantee shall be in writing and shall be sent by (a) certified or registered mail, return receipt requested, postage prepaid, (b) national prepaid overnight delivery service, (c) telecopy or other facsimile transmission (following with hard copies to be sent by national prepaid overnight delivery service) or (d) personal delivery with receipt acknowledged in writing, as follows:

(i) if to the Permitted Note Issuance Trustee:

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[Permitted Note Issuance Trustee]

[__________________]

[__________________]

Attention: [__________________]

Facsimile: [__________________]

(ii) if to the Guarantor:

c/o U-Haul S Fleet, LLC

[__________________]

[__________________]

Attention: [__________________]

Facsimile: [__________________]

Any of the Persons in subclauses (i) or (ii) above may change its address for notices hereunder by giving notice of such change to the other Persons. All notices and demands shall be deemed to have been given either at the time of the delivery thereof to any officer or manager of the Person entitled to receive such notices and demands at the address of such person for notices hereunder, or on the third day after the mailing thereof to such address, as the case may be..

Section 13. The Guarantor’s Receipt of Permitted Note Issuance Indenture and Permitted Note Issuance Related Documents. The Guarantor by its execution hereof acknowledges receipt of a true copy of the Permitted Note Issuance Indenture. The Permitted Note Issuance Trustee hereby agrees to provide the Guarantor with true copies of (i) any supplement to the Permitted Note Issuance Indenture, (iii) any series supplement to the Permitted Note Issuance Indenture creating series of Permitted Notes and (iii) each other related Permitted Note Issuance Related Document, in each case promptly upon execution thereof.

Section 14. Bankruptcy Petition. The Guarantor hereby covenants and agrees that, prior to the date which is one year and one day after the payment in full of all Issuer Obligations and all obligations of USF and each related Permitted Note Issuance SPV under any Permitted Note Issuance Indenture, it will not institute against, or join any other Person in instituting against, USF, any other Box Truck SPV, any Permitted Note Issuance SPV or the Nominee Titleholder any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceeding under the laws of the United States or any state of the United States. The provisions of this Section 14 shall survive the termination of this Limited Guarantee.

Section 15. Counterparts. This Limited Guarantee may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, but all of such counterparts shall together constitute but one and the same instrument.

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IN WITNESS WHEREOF, each of the parties hereto has executed this Limited Guarantee as of the date first above written.

[BOX TRUCK SPV], as Guarantor

By:

Name:

Title:

ACKNOWLEDGED AND AGREED TO BY:

[PERMITTED NOTE ISSUANCE TRUSTEE]

By:

Name:

Title:

EX-10.99 5 schedule1boxtruck.htm SCHEDULE 1 BOX TRUCK Schedule 1 Box Truck

SCHEDULE I TO 2007-1 BASE INDENTURE

DEFINITIONS LIST

“Account Control Agreement” means each of the Box Truck Collection Account Control Agreement and the Box Truck Purchase Account Control Agreement.

“Administration Agreement” means the Administration Agreement, dated as of the Effective Date, by and among UHI, as administrator, each Box Truck SPV, USF and the Trustee, as amended, modified or supplemented from time to time in accordance with its terms.

“Administrator” means UHI, in its capacity as administrator under the Administration Agreement, or any successor administrator thereunder.

“Administrator Default” is defined in Section 4.3(a) of the Administration Agreement.

“Advance Rate” means, as of any Determination Date, with respect to any Box Truck, the amount by which the Base Advance Rate with respect to such Box Truck exceeds the Cumulative Advance Rate Reduction as of such Determination Date.

“Advance Rate Reduction” means, for any Determination Date, the percentage equivalent of a fraction, the numerator of which is equal to the amount of the Partial Amortization Payment, if any, made on the Related Payment Date and the denominator of which is equal to the Aggregate Assumed Asset Value as of such Determination Date.

“Affiliate” means, with respect to any specified Person, another Person that directly, or indirectly through one or more intermediaries, controls or is controlled by or is under common control with the Person specified. For purposes of this definition, “control” means the power to direct the management and policies of a Person, directly or indirectly, whether through ownership of voting securities, by contract or otherwise; and “controlled” and “controlling” have meanings correlative to the foregoing.

“Aggregate Asset Amount” means, as of any Determination Date, an amount equal to the sum of (i) the Aggregate Assumed Asset Value as of such Determination Date, (ii) all Disposition Receivables as of the last day of the Related Monthly Period which were not more than three (3) days past the applicable Disposition Date and (iii) the amount on deposit in the Box Truck Purchase Account as of the last day of the Related Monthly Period (after giving effect to all withdrawals from the Box Truck Purchase Account on such day).

“Aggregate Asset Amount Deficiency” means, as of any Determination Date, the amount, if any, by which the Aggregate Note Balance on the Related Payment Date (after giving effect to all payments to be made on such Payment Date) will exceed the Aggregate Asset Amount as of such Determination Date.

“Aggregate Assumed Asset Value” means, as of any Determination Date, the sum of the Assumed Asset Values as of such Determination Date for all Funded Box Trucks that were Eligible Box Trucks as of the last day of the Related Monthly Period.

“Aggregate Note Balance” means, with respect to any Series of Notes Outstanding, the amount specified in the applicable Series Supplement.

“AMERCO” means AMERCO, a Nevada corporation, and its permitted successors.

“Annual Depreciation Percentage” means, with respect to any number of years, the percentage set forth with respect to such number of years under the heading “Annual Depreciation” on the Assumed Asset Value Schedule.

“Annual Noteholders’ Tax Statement” is defined in Section 4.4 of the 2007-1 Base Indenture.

“Applicants” is defined in Section 2.8 of the 2007-1 Base Indenture.

“Assumed Asset Value” means, with respect to any Box Truck as of any Determination Date, the excess of (i) the Assumed Asset Value of such Box Truck as of the immediately preceding Determination Date (or, in the case of the Determination Date in the first full Monthly Period occurring after the In-Service Date with respect to such Box Truck, the Capitalized Cost of such Box Truck) over (ii) the product of (x) the Annual Depreciation Percentage corresponding to the number of full years from the In-Service Date with respect to such Box Truck to such Determination Date, (y) the Seasonal Depreciation Percentage for the Related Monthly Period and (z) the Capitalized Cost of such Box Truck; provided that the Assumed Asset Value on any Determination Date for any Box Truck that has suffered a Casualty on or prior to the last day of the Related Monthly Period will be zero.

“Assumed Asset Value Schedule” means Exhibit C to the SPV Fleet Owner Agreement setting forth the Annual Depreciation Percentages and Seasonal Depreciation Percentages with respect to the Box Trucks.

“Authorized Officer” means (a) with respect to USF, any Box Truck SPV, RTAC or the Nominee Titleholder, any Manager, the President, any Vice President, the Secretary, the Treasurer, any Assistant Secretary or any Assistant Treasurer of such Person, (b) with respect to UHI, the President, any Vice President, the Secretary, the Treasurer, any Assistant Secretary, or any Assistant Treasurer of UHI and (c) with respect to any Financial Insurance Provider, any Managing Director or Vice President thereof responsible for the administration of the Notes.

“Bankruptcy Code” means The Bankruptcy Reform Act of 1978, as amended from time to time, and as codified as 11 U.S.C. Section 101 et seq.

“Base Advance Rate” means, with respect to (i) any TM Truck, 82.75%, (ii) any DC Truck, 85.50% and (iii) any EL Truck, 79.25%.

“Book-Entry Notes” means beneficial interests in the Notes, ownership and transfers of which shall be evidenced or made through book entries by a Clearing Agency or a Foreign

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Clearing Agency as described in Section 2.15 of the 2007-1 Base Indenture; provided that after the occurrence of a condition whereupon book-entry registration and transfer are no longer permitted and Definitive Notes are issued to the Note Owners, such Definitive Notes shall replace Book-Entry Notes.

“Boxes” is defined in Section 1.1 of the Box Truck Purchase Agreement.

“Box Truck” means any TM Truck, DC Truck or EL Truck.

“Box Truck Collection Account” means securities account no. 111678001 entitled “U.S. Bank National Association, as Trustee under the 2007-1 Base Indenture” maintained by the Box Truck Collection Account Securities Intermediary pursuant to the Box Truck Collection Account Control Agreement or any successor securities account maintained pursuant to the Box Truck Collection Account Control Agreement.

“Box Truck Collection Account Control Agreement” means the agreement among USF, each Box Truck SPV, U.S. Bank National Association, as securities intermediary, and the Trustee, dated as of the Effective Date, relating to the Box Truck Collection Account, as the same may be amended and supplemented from time to time.

“Box Truck Collection Account Securities Intermediary” means U.S. Bank National Association or any other securities intermediary that maintains the Box Truck Collection Account pursuant to the Box Truck Collection Account Control Agreement.

“Box Truck Purchase Account” means securities account no. 111678006 entitled “U.S. Bank National Association, as Trustee under the Series 2007-1 Base Indenture” maintained by the Box Truck Purchase Account Securities Intermediary pursuant to the Box Truck Purchase Account Control Agreement or any successor securities account maintained pursuant to the Box Truck Purchase Account Control Agreement.

“Box Truck Purchase Account Control Agreement” means the agreement among USF, each Box Truck SPV, U.S. Bank National Association, as securities intermediary, and the Trustee, dated as of the Effective Date, relating to the Box Truck Purchase Account, as the same may be amended and supplemented from time to time.

“Box Truck Purchase Account Securities Intermediary” means U.S. Bank National Association or any other securities intermediary that maintains the Box Truck Purchase Account pursuant to the Box Truck Purchase Account Control Agreement.

“Box Truck Purchase Agreement” means the Purchase Agreement, dated as of the Effective Date, among each Rental Company party thereto and each Box Truck SPV, as amended, modified or supplemented from time to time.

“Box Truck Purchase Order” is defined in Section 1.1 of the Box Truck Purchase Agreement.

“Box Truck SPV” means each of TM Truck SPV, DC Truck SPV and EL Truck SPV.

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“Box Truck SPV Collateral” is defined in Section 3.1(b) of the 2007-1 Base Indenture.

“Box Truck SPV Gross Rental Fees” means, with respect to any Box Truck, the gross rental fees paid by customers, excluding (a) any sales or transactional tax and (b) the Safemove Fees, in each case generated by the rental of such Box Truck through the System.

“Box Truck SPV Limited Liability Company Agreement” means, with respect to any Box Truck SPV, the Operating Agreement of such Box Truck SPV, dated as of June 1, 2007, between USF and the Independent Manager of such Box Truck SPV, as amended, modified or supplemented from time to time in accordance with its terms.

“Box Truck SPV Membership Interests” means all of the issued and outstanding membership interests in each of the Box Truck SPVs.

“Box Truck SPV Permitted Note Limited Guarantee” is defined in Section 8.31 of the 2007-1 Base Indenture.

“Business Day” means any day other than a Saturday, Sunday or other day on which banks are authorized or required by law to be closed in New York City, New York, Chicago, Illinois, St. Paul, Minnesota or Phoenix, Arizona.

“Calculation Date” means, (i) with respect to any calculation of the Six-Month DSCR or the One-Month DSCR on any Determination Date, the last day of the Related Monthly Period and (ii) with respect to any calculation of the Pro Forma DSCR on any Disposition Date, such Disposition Date.

“Canadian Box Truck” means any Box Truck which has been designated by the Fleet Manager for use in the System in Canada.

“Capitalized Cost” means, with respect to any Box Truck, the original aggregate price paid for such Box Truck, including, without duplication, the Purchase Price of the Purchased Assets with respect to such Box Truck and the price paid for all other components thereof, by the applicable Box Truck SPV (or, with respect to any Box Truck contributed on the Effective Date pursuant to the Sale and Contribution Agreements, by UHLS) to the entities selling such Box Truck or any component thereof to such Box Truck SPV (or, with respect to any Box Truck contributed on the Effective Date pursuant to the Sale and Contribution Agreements, to UHLS), including delivery charges but excluding taxes and any registration or titling fees; provided, however, that the Capitalized Cost with respect to any Box Truck shall not exceed the amount with respect to such Box Truck set forth on Schedule 2.6 to the applicable Series Supplement.

“Casualty” means, with respect to any Box Truck as of any date of determination, that (i) such Box Truck is destroyed, seized, confiscated or otherwise rendered permanently unfit or unavailable for use as of such date, (ii) such Box Truck has otherwise been missing for one hundred eighty (180) days or more or (iii) if the Six-Month DSCR, if any, as of the most recent Determination Date is less than 1.3, such Box Truck has otherwise been missing for sixty (60) days or more.

“Cede” means Cede & Co., a nominee of DTC.

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“Certificate of Title” means, with respect to each Box Truck, the certificate of title applicable to such Box Truck duly issued in accordance with the certificate of title act or other similar law of the jurisdiction applicable to such Box Truck.

“Class” means, with respect to any Series of Notes, any one of the classes of Notes of that Series as specified in the applicable Series Supplement.

“Clearing Agency” means an organization registered as a “clearing agency” pursuant to Section 17A of the Exchange Act or any successor provision thereto.

“Clearing Agency Participant” means a broker, dealer, bank, other financial institution or other Person for whom from time to time a Clearing Agency effects book-entry transfers and pledges of securities deposited with the Clearing Agency.

“Clearstream” means Clearstream Banking, société anonyme.

“Closing Date” means, with respect to any Series of Notes, the date of issuance of such Series of Notes, as specified in the applicable Series Supplement.

“Code” means the Internal Revenue Code of 1986, as amended, reformed or otherwise modified from time to time, and any successor statute of similar import, in each case as in effect from time to time. References to sections of the Code also refer to any successor sections.

“Collateral” means, collectively, the USF Collateral and the Box Truck SPV Collateral.

“Collateral Agreements” means the SPV Fleet Owner Agreement, each Box Truck SPV Limited Liability Company Agreement, the Administration Agreement, the Box Truck Purchase Agreement, the Nominee Titleholder Agreement, each Sale and Contribution Agreement, any Hedge Agreement and any Enhancement Agreement (other than the Policy) and any other agreement, document or instrument relating to the formation, business, operations or administration of any Box Truck SPV.

“Collections” means the Proceeds of the Collateral, including the following: (i) all payments under the SPV Fleet Owner Agreement, including, all Weekly Fleet Owner Payments, Monthly Fleet Owner Payments and Monthly Advances, (ii) all Disposition Proceeds, and all warranty payments and the proceeds of damage claims, which the Fleet Manager is required to deposit into the Box Truck Collection Account, whether such payments are in the form of cash, checks, wire transfers or other forms of payment and (iii) all Investment Income.

“Commonly Controlled Entity” means an entity, whether or not incorporated, that is under common control with any Issuer within the meaning of Section 4001 of ERISA or is part of a group that includes any Issuer and that is treated as a single employer under Section 414 of the Code.

“Company Order” and “Company Request” means a written order or request signed in the name of each Issuer by any one of its Authorized Officers and delivered to the Trustee.

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“Contingent Obligation”, as applied to any Person, means any direct or indirect liability, contingent or otherwise, of that Person (a) with respect to any indebtedness, lease, dividend, letter of credit or other obligation of another if the primary purpose or intent thereof by the Person incurring the Contingent Obligation is to provide assurance to the obligee of such obligation of another that such obligation of another will be paid or discharged, or that any agreements relating thereto will be complied with, or that the holders of such obligation will be protected (in whole or in part) against loss in respect thereof or (b) under any letter of credit issued for the account of that Person or for which that Person is otherwise liable for reimbursement thereof. Contingent Obligation shall include (a) the direct or indirect guarantee, endorsement (otherwise than for collection or deposit in the ordinary course of business), co-making, discounting with recourse or sale with recourse by such Person of the obligation of another and (b) any liability of such Person for the obligations of another through any agreement (contingent or otherwise) (i) to purchase, repurchase or otherwise acquire such obligation or any security therefor, or to provide funds for the payment or discharge of such obligation (whether in the form of loans, advances, stock purchases, capital contributions or otherwise), (ii) to maintain the solvency of any balance sheet item, level of income or financial condition of another or (iii) to make take-or-pay or similar payments if required regardless of non-performance by any other party or parties to an agreement, if in the case of any agreement described under subclause (i) or (ii) of this sentence the primary purpose or intent thereof is as described in the preceding sentence. The amount of any Contingent Obligation shall be equal to the amount of the obligation so guaranteed or otherwise supported.

“Contractual Obligation” means, with respect to any Person, any provision of any security issued by that Person or of any indenture, mortgage, deed of trust, contract, undertaking, agreement or other instrument to which that Person is a party or by which it or any of its properties is bound or to which it or any of its properties is subject.

“Controlled Group” means, with respect to any Person, such Person, whether or not incorporated, and any corporation, trade or business that is, along with such Person, a member of a controlled group of corporations or a controlled group of trades or businesses as described in Sections 414(b) and (c), respectively, of the Code.

“Controlling Party” is defined, with respect to any Series of Notes, in the applicable Series Supplement.

“Corporate Trust Office” means the office of the Trustee at which at any particular time the Trustee’s obligations under the Indenture shall be administered, which office at the date of the execution of the 2007-1 Base Indenture is located at 209 South LaSalle Street, 3^rd Floor, Chicago, Illinois 60604-1219, Attention: U-Haul 2007-1, or at any other time at such other address as the Trustee may designate from time to time by notice to the Noteholders, any Financial Insurance Provider and the Issuers.

“Cumulative Advance Rate Reduction” means, as of any Determination Date, the sum of the Advance Rate Reductions for all prior Determination Dates.

“DC Truck” means a model year 2007 or model year 2008 fourteen-foot box truck owned by DC Truck SPV.

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“DC Truck SPV” means 2007 DC-1, LLC, a Nevada limited liability company, and its permitted successors.

“Dealer Agreement” means each contract between a Rental Company and an independently-owned Rental Dealer pursuant to which the Rental Company agrees to make trucks, trailers and other rental equipment available to such Rental Dealer and the Rental Dealer agrees to act as agent of the Rental Company and make such rental equipment available to rental customers.

“Default” means any occurrence or event which, with the giving of notice, the passage of time or both, would constitute an Event of Default.

“Definitions List” means this Definitions List, as amended or modified from time to time.

“Definitive Notes” is defined in Section 2.15 of the 2007-1 Base Indenture.

“Depository” is defined in Section 2.15(a) of the 2007-1 Base Indenture.

“Determination Date” means, with respect to any Payment Date, the Monthly Fleet Owner Payment Date immediately preceding such Payment Date.

“Discounted Aggregate Asset Amount” means, as of any Determination Date, the sum of (i) the sum of the Discounted Asset Values as of such Determination Date for all Funded Box Trucks that were Eligible Box Trucks as of the last day of the Related Monthly Period, (ii) all Disposition Receivables as of the last day of the Related Monthly Period which were not more than three (3) days past the applicable Disposition Date and (iii) the amount on deposit in the Box Truck Purchase Account as of the last day of the Related Monthly Period (after giving effect to all withdrawals from the Box Truck Purchase Account on such day).

“Discounted Asset Value” means, with respect to any Box Truck as of any Determination Date, the product of (i) the Advance Rate for such Box Truck as of such Determination Date and (ii) the Assumed Asset Value of such Box Truck as of such Determination Date.

“Disposition Date” means, with respect to a Box Truck, the date on which such Box Truck is sold or otherwise disposed of by or on behalf of the applicable Box Truck SPV.

“Disposition Proceeds” means the proceeds, net of any direct selling expenses and any accrued and unpaid Operating Expenses relating to such Box Truck, from the sale or disposition of a Box Truck.

“Disposition Receivables” means all amounts receivable by a Box Truck SPV or the Fleet Manager, on behalf of a Box Truck SPV, in connection with the auction, sale or other disposition of a Box Truck.

“Dollar” and the symbol “$” mean the lawful currency of the United States.

“DSCR Interest Amount” means, as of any Determination Date, the product of (i) one-twelfth of the Note Rate (or, in the case of the initial Determination Date following the Effective

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Date, the product of (1) one-twelfth of the Note Rate and (2) one plus a fraction, the numerator of which is 24 and the denominator of which is 30), and (ii) the sum of (x) the excess of (A) for all Box Trucks that were subject to the SPV Fleet Owner Agreement as of the Calculation Date, the aggregate Discounted Asset Value of such Box Trucks as of the immediately preceding Determination Date (or, in the case of the initial Determination Date, as of the Effective Date or, in the case of any Box Truck that became a Funded Box Truck after the Effective Date but prior to the initial Determination Date, as of the applicable Subsequent Funding Date) over (B) the amount of any Partial Amortization Payment made on the immediately preceding Payment Date and (y) any Targeted Note Balance Shortfall as of the immediately preceding Determination Date (which, for the purposes of the initial Determination Date, shall equal zero).

“DSCR Premium” means, as of any Determination Date, the product of (i) one-twelfth of the Premium Rate with respect to the Notes as of the immediately preceding Determination Date (or, in the case of the initial Determination Date following the Effective Date, the product of (1) one-twelfth of such Premium Rate in connection with any Financial Insurance Policy with respect to the Notes as of the Effective Date and (2) one plus a fraction, the numerator of which is 24 and the denominator of which is 30) and (ii) the sum of (x) the excess of (A) for all Box Trucks that were subject to the SPV Fleet Owner Agreement as of the Calculation Date, the aggregate Discounted Asset Value of such Box Trucks as of the immediately preceding Determination Date (or, in the case of the initial Determination Date, as of the Effective Date or, in the case of any Box Truck that became a Funded Box Truck after the Effective Date but prior to the initial Determination Date, as of the applicable Subsequent Funding Date) over (B) the amount of any Partial Amortization Payment made on the immediately preceding Payment Date and (y) any Targeted Note Balance Shortfall as of the immediately preceding Determination Date (which, for the purposes of the initial Determination Date, shall equal zero).

“DSCR Targeted Principal Amount” means, as of any Determination Date, the sum, for all Box Trucks that were subject to the SPV Fleet Owner Agreement as of the Calculation Date, of the amount, if any, by which (i) the aggregate Discounted Asset Value of such Box Trucks as of the immediately preceding Determination Date (or, in the case of the initial Determination Date, as of the Effective Date or, in the case of any Box Truck that became a Funded Box Truck after the Effective Date but prior to the initial Determination Date, as of the applicable Subsequent Funding Date) exceeds (ii) the sum of (x) the aggregate Discounted Asset Value of such Box Trucks as of such Determination Date and (y) the amount of any Partial Amortization Payment made on the immediately preceding Payment Date.

“DTC” means The Depository Trust Company.

“EDSF Rate” means, as of any date of determination, the bond equivalent rate derived from the Eurodollar Synthetic Forward Curve appearing on Bloomberg page EDSF (or any successor service), adjusted for a 30/360 day count convention.

“Effective Date” means June 1, 2007.

“EL Truck” means a model year 2007 or model year 2008 seventeen-foot box truck owned by EL Truck SPV.

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“EL Truck SPV” means 2007 EL-1, LLC, a Nevada limited liability company, and its permitted successors.

“Eligible Box Truck” means, as of any date of determination, a Box Truck (i) that is owned by a Box Truck SPV free and clear of all Liens other than Permitted Liens, to which such Box Truck SPV, together with the Nominee Titleholder, holds good and marketable title, and which is subject to the SPV Fleet Owner Agreement (ii) (A) the Certificate of Title with respect to which is in the name of such Box Truck SPV or the Nominee Titleholder and notes the Trustee as the only lienholder, or (B) an application for such a Certificate of Title is pending with the appropriate state authorities or an authorized agent thereof for the purposes of Section 9-303(b) of the UCC, (iii) whose cab and chassis are manufactured by either (A) Ford or GM or (B) any other manufacturer (x) so long as the Controlling Party is a Financial Insurance Provider, consented to in writing by the Controlling Party and (y) with respect to which the Rating Agency Condition has been satisfied, (iv) in the case of a DC Truck, whose cab and chassis are substantially identical to the cabs and chassis of all existing EL Trucks made by the manufacturer of such DC Truck, (v) whose cab and chassis have been purchased by a Box Truck SPV, or prior to the Effective Date, by an Affiliate thereof, directly from the manufacturer or a third-party dealer (vi) that has been acquired by such Box Truck SPV less than 100 days after the In-Service Date with respect to such Box Truck, (vii) that was made available for rental in the System not later than 4 days following the date of the completion of the manufacture and installation of the related Box and Other Modifications (provided that if an act of God, war, fire, flood, tempest, accident, civil disturbance, act of governmental authority or other act of authority (de jure or de facto), legal constraint or other similar cause beyond the reasonable control of any Box Truck SPV, the Fleet Manager or any Rental Company prevents such Box Truck from being made available for rental in the System within such four-day period, such Box Truck will not be an Ineligible Box Truck solely as a result thereof so long as such Box Truck is made available for rental in the System not later than 30 days following the date of the completion of the manufacture and installation of the related Box and Other Modifications), (viii) that is not more than seven (7) years old as of such date, as measured from the In-Service Date with respect to such Box Truck (provided, however, that for the purposes of calculating the Aggregate Asset Amount Deficiency on any Determination Date following the Expected Final Payment Date of any Series of Notes, no Box Truck shall be an Ineligible Box Truck solely as a result of being more than seven years old), and (ix) that is not an Uneconomical Box Truck; provided, however, that if at the time of the designation of any Box Truck as a Canadian Box Truck the number of Canadian Box Trucks is greater than an amount equal to 3% of the number of all Eligible Box Trucks as of such date, then following such designation as a Canadian Box Truck, such Box Truck shall not be an Eligible Box Truck; provided further that on the first subsequent date that the number of Canadian Box Trucks is less than 3% of the number of all Eligible Box Trucks on such date, then such Canadian Box Truck shall become an Eligible Box Truck so long as it and all other Canadian Box Trucks that are Eligible Box Trucks do not constitute more than 3% of all Eligible Box Trucks as of such date.

“Eligible Deposit Account” means (a) a segregated identifiable trust account established in the trust department of a Qualified Trust Institution or (b) a separately identifiable deposit account established in the deposit taking department of a Qualified Institution.

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“Enforcement Event” means any of the events described in Section 8.1 of the SPV Fleet Owner Agreement.

“Enhancement” means, with respect to any Series of Notes, the rights and benefits provided to the Noteholders of such Series of Notes pursuant to any Financial Insurance Policy, cash collateral account, overcollateralization, spread account, guaranteed rate agreement, maturity guaranty facility, tax protection agreement, interest rate hedge or any other similar arrangement.

“Enhancement Agreement” means any contract, agreement, instrument or document governing the terms of any Enhancement or pursuant to which any Enhancement is issued or outstanding, including any fee letter in connection therewith.

“Enhancement Provider” means the Person providing any Enhancement as designated in the applicable Series Supplement, other than, solely for the purposes of determining from which parties consent is required for any action to be taken with respect to the Related Documents, any provider of a letter of credit unless the applicable Series Supplement expressly provides that such provider is an Enhancement Provider for the purpose of the 2007-1 Base Indenture.

“Environmental Laws” means any and all foreign, Federal, state, local or municipal laws, rules, orders, regulations, statutes, ordinances, codes, decrees, requirements of any Governmental Authority or other Requirements of Law (including common law) regulating, relating to or imposing liability or standards of conduct concerning protection of the environment, as now or at any time hereafter in effect.

“Environmental Permits” is defined in Section 8.27 of the 2007-1 Base Indenture.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and any successor statute of similar import, in each case as in effect from time to time. References to sections of ERISA also refer to any successor sections.

“Estimated SPV Fleet Owner Net Cash Flow” means, for any Monthly Period, the highest Monthly SPV Fleet Owner Net Cash Flow for any Monthly Period during the three (3) Monthly Periods immediately preceding such Monthly Period. The Estimated SPV Fleet Owner Net Cash Flow for the first three (3) Monthly Periods after the Effective Date will be set forth on Schedule 3.4 to the SPV Fleet Owner Agreement.

“Euroclear” means Euroclear Bank, S.A./N.V., as operator of the Euroclear System.

“Event of Bankruptcy” shall be deemed to have occurred with respect to a Person if:

(a) a case or other proceeding shall be commenced, without the application or consent of such Person, in any court, seeking the liquidation, reorganization, debt arrangement, dissolution, winding up, or composition or readjustment of debts of such Person, the appointment of a trustee, receiver, custodian, liquidator, assignee, sequestrator or the like for such Person or all or any substantial part of its assets, or any similar action with respect to such Person under any law relating to bankruptcy, insolvency, reorganization, winding up or composition or adjustment of debts, and such

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case or proceeding shall continue undismissed, or unstayed and in effect, for a period of 60 consecutive days; or an order for relief in respect of such Person shall be entered in an involuntary case under the federal bankruptcy laws or other similar laws now or hereafter in effect;

(b) such Person shall commence a voluntary case or other proceeding under any applicable bankruptcy, insolvency, reorganization, debt arrangement, dissolution or other similar law now or hereafter in effect, or shall consent to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) for such Person or for any substantial part of its property, or shall make any general assignment for the benefit of creditors; or

(c) the board of directors or other similar governing body of such Person (if such Person is a corporation or similar entity) shall vote to implement any of the actions set forth in clause (b) above.

“Event of Default” is defined in Section 9.1 of the 2007-1 Base Indenture.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Expected Final Payment Date” means, with respect to any Series of Notes, the date stated in the applicable Series Supplement as the date on which such Series of Notes is expected to be paid in full.

“FDIC” means the Federal Deposit Insurance Corporation.

“Financial Insurance Policy” means, with respect to any Series of Notes, a financial guaranty insurance policy insuring the timely payment of interest on such Notes and the payment of principal of such Notes on their Legal Final Maturity Date.

“Financial Insurance Provider” means the financial guaranty insurance company issuing a Financial Insurance Policy.

“Fleet Manager” means UHI, in its capacity as the fleet manager under the SPV Fleet Owner Agreement, and its permitted assigns.

“Fleet Manager Withdrawal” is defined in Section 5.2(b) of the 2007-1 Base Indenture.

“Fleet Owner Commissions” means, with respect to each Box Truck, the product of (i) 60% and (ii) the Box Truck SPV Gross Rental Fees with respect to such Box Truck.

“Ford” means Ford Motor Company, a Delaware corporation, and its successors.

“Foreign Clearing Agency” means Clearstream and Euroclear.

“Funded Box Trucks” is defined, with respect to any Series of Notes, in the applicable Series Supplement.

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“GAAP” means the generally accepted accounting principles in the United States promulgated or adopted by the Financial Accounting Standards Board and its predecessors and successors from time to time.

“Global Note” means a Note in registered form evidencing Book-Entry Notes.

“GM” means General Motors Corporation, a Delaware corporation, and its successors.

“Governmental Authority” means the government of the United States of America or any other nation or any political subdivision of the foregoing, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

“Hedge Agreement” means one or more interest rate swap contracts, interest rate cap agreements or similar contracts entered into by the Issuers in connection with the issuance of a Series of Notes, as specified in the applicable Series Supplement, providing protection against interest rate risks.

“Hedge Payments” means amounts payable to or receivable by the Issuers pursuant to any Hedge Agreement.

“Indebtedness”, as applied to any Person, means, without duplication, (a) all indebtedness for borrowed money, (b) that portion of obligations with respect to any lease of any property (whether real, personal or mixed) that is properly classified as a liability on a balance sheet in conformity with GAAP, (c) notes payable and drafts accepted represent-ing extensions of credit whether or not representing obligations for borrowed money, (d) any obligation owed for all or any part of the deferred purchase price for property or services, which purchase price is (i) due more than six months from the date of the incurrence of the obligation in respect thereof or (ii) evidenced by a note or similar written instrument, (e) all indebtedness secured by any Lien on any property or asset owned by that Person regardless of whether the indebtedness secured thereby shall have been assumed by that Person or is nonrecourse to the credit of that Person, (f) all net obligations under any interest rate swap contracts, interest rate cap agreements or similar contracts and (g) all Contingent Obligations of such Person in respect of any of the foregoing.

“Indenture” means the 2007-1 Base Indenture, together with any Series Supplement in effect, as the same may be amended, modified or supplemented from time to time by Supplements thereto in accordance with its terms.

“Independent Manager” is defined (i) with respect to USF, in Schedule A to the USF Limited Liability Company Agreement, (ii) with respect to each Box Truck SPV, in Schedule A to the applicable Box Truck SPV Limited Liability Company Agreement, and (iii) with respect to the Nominee Titleholder, in Schedule A to the Nominee Titleholder Limited Liability Company Agreement.

“Ineligible Box Truck” means a Box Truck that is not an Eligible Box Truck.

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“Initial Aggregate Note Balance” means, with respect to any Series of Notes, the aggregate initial principal amount specified in the applicable Series Supplement.

“In-Service Date” means, with respect to any Box Truck, the first date on which such Box Truck is available for rental in the System.

“Interest Period” means, with respect to any Series of Notes, the period from and including the preceding Payment Date to but excluding the current Payment Date; provided, however, that (x) the initial Interest Period with respect to such Series of Notes shall commence on the Closing Date for such Series and (y) the final Interest Period shall end on, and exclude, the Payment Date on which the Notes of such Series shall have been paid in full.

“Investment Company Act” means the Investment Company Act of 1940, as amended.

“Investment Income” means the investment earnings (net of losses and investment expenses) on amounts on deposit in the Box Truck Collection Account, the Box Truck Purchase Account and any Series Account.

“Investment Property” has the meaning specified in Section 9-102(a)(49) of the applicable UCC.

“Issuer Accounts” means the Box Truck Collection Account, the Box Truck Purchase Account and each Series Account.

“Issuer Assets” means all assets of the Issuers.

“Issuer Obligations” means all principal, premium and interest, at any time and from time to time, owing by the Issuers with respect to the Notes, and all costs, fees, expenses, indemnities and all other amounts payable by, or obligations of, any Issuer under the Indenture and/or the Related Documents, including any amounts payable to any Financial Insurance Provider.

“Issuers” means, collectively, USF, TM Truck SPV, DC Truck SPV and EL Truck SPV, as co-issuers of the Notes.

“Legal Final Maturity Date” means, with respect to any Series of Notes, the date stated in the applicable Series Supplement as the maturity date of the Notes of such Series.

“Letter of Representation” means, with respect to a Series of Notes having Book-Entry Notes, the letter of representation from the Issuers to the Clearing Agency or the Foreign Clearing Agency with respect to such Series, or as otherwise provided in the applicable Series Supplement.

“Lien” means, when used with respect to any Person, any interest in any real or personal property, asset or other right held, owned or being purchased or acquired by such Person which secures payment or performance of any obligation, and shall include any mortgage, lien, pledge, encumbrance, charge, retained security title of a conditional vendor or lessor, or other security interest of any kind, whether arising under a security agreement, mortgage, lease, deed of trust,

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chattel mortgage, assignment, pledge, retention or security title, financing or similar statement, or notice or arising as a matter of law, judicial process or otherwise.

“Management Standard” is defined in Section 2.5 of the SPV Fleet Owner Agreement.

“Manager” is defined (i) with respect to USF, in Schedule A to the USF Limited Liability Company Agreement, (ii) with respect to each Box Truck SPV, in Schedule A to the applicable Box Truck SPV Limited Liability Company Agreement, and (iii) with respect to the Nominee Titleholder, in Schedule A to the Nominee Titleholder Limited Liability Company Agreement.

“Material Adverse Effect” means, with respect to any occurrence, event or condition:

(i) a materially adverse effect on the ability of UHI, any Box Truck SPV, the Nominee Titleholder or USF to perform its obligations under any of the Related Documents;

(ii) an adverse effect on (a) the validity or enforceability of any Related Document or the rights and remedies of the Trustee, any Financial Insurance Provider or any Issuer under any Related Document to which it is a party or (b) the validity, priority or perfection of the Trustee’s Lien on the Collateral; or

(iii) a materially adverse effect on (a) the Noteholders or an Enhancement Provider, (b) the ownership interest of any Box Truck SPV in its respective Box Trucks, (c) the value of the Box Trucks or (d) the value or collectibility of the Fleet Owner Commissions or Other Fleet Owner Payments generated by the Box Trucks.

“Member” is defined (i) with respect to USF, in Schedule A to the USF Limited Liability Company Agreement, (ii) with respect to each Box Truck SPV, in Schedule A to the applicable Box Truck SPV Limited Liability Company Agreement, and (iii) with respect to the Nominee Titleholder, in Schedule A to the Nominee Titleholder Limited Liability Company Agreement.

“Monthly Administration Fee” means, for any Determination Date, one-twelfth of the product of (i) 0.04% and (ii) the Aggregate Assumed Asset Value as of the immediately preceding Determination Date.

“Monthly Advance” is defined in Section 3.7 of the SPV Fleet Owner Agreement.

“Monthly Advance Reimbursement Amount” means, with respect to any Series of Notes Outstanding, the amount specified in the applicable Series Supplement.

“Monthly Fleet Manager Excess Amount” means, for any Monthly Fleet Owner Payment Date, the excess, if any, of (a) the aggregate amount deposited by the Fleet Manager in the Box Truck Collection Account on each Weekly Fleet Owner Payment Date during the Related Monthly Period pursuant to the SPV Fleet Owner Agreement over (b) the Monthly SPV Fleet Owner Net Cash Flow for such Related Monthly Period.

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“Monthly Fleet Owner Payment” means, for any Monthly Fleet Owner Payment Date, the excess, if any, of (a) the Monthly SPV Fleet Owner Net Cash Flow for the Related Monthly Period over (b) the aggregate amount deposited by the Fleet Manager in the Box Truck Collection Account on each Weekly Fleet Owner Payment Date during such Related Monthly Period pursuant to the SPV Fleet Owner Agreement.

“Monthly Fleet Owner Payment Date” means the third Friday of each calendar month, or, if such day is not a Business Day, the next succeeding Business Day, commencing July 20, 2007.

“Monthly Insurance Payment” is defined in Section 2.4 of the SPV Fleet Owner Agreement.

“Monthly Nominee Titleholder Fee” means, for any Determination Date, one-twelfth of the product of (i) 0.01% and (ii) the Aggregate Assumed Asset Value as of the immediately preceding Determination Date.

“Monthly Noteholders’ Statement” means, with respect to any Series of Notes, a statement substantially in the form of an Exhibit to the applicable Series Supplement.

“Monthly Period” means each calendar month; provided, however, that (x) if the Closing Date occurs on or prior to the tenth day of a calendar month, the initial Monthly Period shall be the period from and including the Closing Date to and including the last day of such calendar month and (y) if the Closing Date occurs after the tenth day of a calendar month, the initial Monthly Period shall be the period from and including the Closing Date to and including the last day of the calendar month immediately following such calendar month.

“Monthly Report” is defined in Section 4.1(b) of the 2007-1 Base Indenture.

“Monthly SPV Fleet Owner Net Cash Flow” means, for any Monthly Period, the sum of the SPV Fleet Owner Net Cash Flows for each Box Truck during such Monthly Period.

“Moody’s” means Moody’s Investors Service, Inc.

“Nevada Limited Liability Company Act” means Title 7, Chapter 86 of the Nevada Revised Statues, as amended from time to time.

“New York UCC” means the UCC in effect from time to time in the State of New York.

“Nominee Titleholder” means U-Haul Titling, LLC as nominee titleholder for each Box Truck SPV appointed pursuant to the Nominee Titleholder Agreement.

“Nominee Titleholder Agreement” means the Nominee Titleholder Agreement, dated as of the Effective Date, among the Nominee Titleholder, the Trustee, UHI and each Box Truck SPV, as amended, modified or supplemented from time to time in accordance with its terms.

“Nominee Titleholder Limited Liability Company Agreement” means the Operating Agreement of the Nominee Titleholder, dated as of June 1, 2007, between U-Haul Co. of

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Arizona and the Nominee Titleholder’s Independent Manager, as amended, modified or supplemented from time to time in accordance with its terms.

“Note Owner” means, with respect to a Book-Entry Note, the Person who is the beneficial owner of such Book-Entry Note, as reflected on the books of the Clearing Agency or Foreign Clearing Agency, or on the books of a Person maintaining an account with such Clearing Agency or Foreign Clearing Agency (directly or as an indirect participant, in accordance with the rules of such Clearing Agency or Foreign Clearing Agency).

“Note Rate” means, with respect to any Series of Notes, the annual rate at which interest accrues on the Notes of such Series of Notes (or formula on the basis of which such rate shall be determined) as stated in the applicable Series Supplement.

“Note Register” is defined in Section 2.6(a) of the 2007-1 Base Indenture.

“Noteholder” and “Holder” means the Person in whose name a Note is registered in the Note Register.

“Notes” is defined in the recitals to the 2007-1 Base Indenture.

“Officer’s Certificate” means a certificate signed by an Authorized Officer of USF, any Box Truck SPV, the Nominee Titleholder and/or UHI, as the case may be.

“One-Month DSCR” means, as of any Determination Date, the ratio of (a) the sum of (i) the aggregate SPV Fleet Owner Net Cash Flows for all Box Trucks subject to the SPV Fleet Owner Agreement as of the last day of the Related Monthly Period during the Related Monthly Period (which, for the avoidance of doubt, shall not include the amount of any Monthly Advance) and (ii) all Investment Income (other than Investment Income earned on amounts on deposit in the Box Truck Purchase Account) for the Related Monthly Period to (b) the sum of (i) the sum of (X) the DSCR Targeted Principal Amount, (Y) the DSCR Interest Amount and (Z) the DSCR Premium, in each case as of such Determination Date and (ii) any Targeted Note Balance Shortfall on the immediately preceding Determination Date.

“Operating Expenses” means, with respect to each Box Truck, the Monthly Insurance Payment with respect to such Box Truck and all maintenance, repair, licensing and titling costs with respect to or allocated to such Box Truck by the Fleet Manager in accordance with the terms of the SPV Fleet Owner Agreement.

“Opinion of Counsel” means a written opinion from legal counsel who is reasonably acceptable to the Trustee. The counsel may be counsel to USF, any Box Truck SPV, the Nominee Titleholder or UHI, as the case may be. For purposes of Section 8.11(e) of the 2007-1 Base Indenture, any legal counsel employed by UHI, which may be an employee of UHI, shall be deemed to be reasonably acceptable to the Trustee.

“Other Assets” is defined in Section 14.19 of the 2007-1 Base Indenture.

“Other Fleet Owner Payments” means, with respect to each Box Truck, the sum of (i) all warranty payments and (ii) all Safemove Fees, less the amount thereof payable to Republic

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Western Insurance Company or any other insurance carrier in respect of the related Safemove, in each case with respect to such Box Truck.

“Other Modifications” is defined in Section 1.1 of the Box Truck Purchase Agreement.

“Outstanding” is defined, with respect to any Series of Notes, in the applicable Series Supplement.

“Partial Amortization Carryover Payment” is defined, with respect to any Series of Notes, in the applicable Series Supplement.

“Partial Amortization Payment” is defined, with respect to any Series of Notes, in the applicable Series Supplement.

“Paying Agent” means any paying agent appointed pursuant to Section 2.7(a) of the 2007-1 Base Indenture.

“Payment Date” means the twenty-fifth day of each calendar month, or, if such day is not a Business Day, the next succeeding Business Day, commencing on July 25, 2007.

“PBGC” means Pension Benefit Guaranty Corporation.

“Pension Plan” means any “employee pension benefit plan”, as such term is defined in ERISA, which is subject to Title IV of ERISA (other than a “multiemployer plan”, as defined in Section 4001 of ERISA) and to which any company in the Controlled Group has liability, including any liability by reason of having been a substantial employer within the meaning of Section 4063 of ERISA for any time within the preceding five years or by reason of being deemed to be a contributing sponsor under Section 4069 of ERISA.

“Permitted Investments” means negotiable instruments or securities, payable in Dollars, issued by an entity organized under the laws of the United States of America and represented by instruments in bearer or registered or book-entry form which evidence (excluding any security with the “r” symbol attached to its rating):

(i) obligations the full and timely payment of which are to be made by or is fully guaranteed by the United States of America other than financial contracts whose value depends on the values or indices of asset values;

(ii) demand deposits of, time deposits in, or certificates of deposit issued by, any depositary institution or trust company incorporated under the laws of the United States of America or any state thereof whose short-term debt is rated “P-1” or higher by Moody’s and “A-1+” by Standard & Poor’s and subject to supervision and examination by federal or state banking or depositary institution authorities; provided, however, that at the earlier of (x) the time of the investment and (y) the time of the contractual commitment to invest therein, the long-term unsecured debt obligations (other than such obligation whose rating is based on collateral or on the credit of a Person other than such institution or trust company) of such depositary institution or trust company shall have a credit rating from Standard & Poor’s of not lower than “AAA”;

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(iii) commercial paper having, at the earlier of (x) the time of the investment and (y) the time of the contractual commitment to invest therein, a rating from Moody’s of “P-1” and Standard & Poor’s of “A-1+”;

(iv) bankers’ acceptances issued by any depositary institution or trust company described in clause (ii) above;

(v) investments in money market funds (including any money market mutual funds or common trust funds and including any funds managed by the Trustee or an Affiliate thereof) (x) rated “Aaa” by Moody’s and “AAAm” by Standard & Poor’s or (y) with respect to the investment in which the Rating Agency Condition has been satisfied and, for so long as a Financial Insurance Provider is the Controlling Party, which have been approved in writing by the Controlling Party;

(vi) Eurodollar time deposits having a credit rating from Moody’s of “P-1” and Standard & Poor’s of “A-1+”;

(vii) repurchase agreements involving any of the Permitted Investments described in clauses (i) and (vi) above and the certificates of deposit described in clause (ii) above which are entered into with a depository institution or trust company, having a commercial paper or short-term certificate of deposit rating of “P-1” by Moody’s and “A-1+” by Standard & Poor’s or which otherwise is approved as to collateralization by the Rating Agencies; and

(viii) any other instruments or securities, if (x) for so long as a Financial Insurance Provider is the Controlling Party, the Controlling Party consents in writing and (y) with respect to the investment in which the Rating Agency Condition has been satisfied.

“Permitted Liens” means (i) Liens for current taxes not delinquent or for taxes being contested in good faith and by appropriate proceedings, and with respect to which adequate reserves have been established, and are being maintained, in accordance with GAAP, (ii) mechanics’, materialmen’s, landlords’, warehousemen’s and carriers’ Liens, and other Liens imposed by law, securing obligations arising in the ordinary course of business that are not more than thirty (30) days past due or are being contested in good faith and by appropriate proceedings and with respect to which adequate reserves have been established, and are being maintained, in accordance with GAAP, (iii) the Liens in favor of the Box Truck SPVs created pursuant to the SPV Fleet Owner Agreement or the Box Truck Purchase Agreement, (iv) the Liens in favor of the Trustee created pursuant to the Indenture or (v) the Liens created on Other Assets in connection with a Permitted Note Issuance pursuant to any Permitted Note Issuance Related Documents; provided that, in the case of clauses (i) and (ii), such Liens do not create any material risk of foreclosure of any asset and the failure to make payment pending resolution could not reasonably be expected to result in a Material Adverse Effect.

“Permitted Note Issuance” means the issuance by USF and one or more Permitted Note Issuance SPVs of one or more series of notes (a) that are secured solely by Other Assets of USF and all assets of such Permitted Note Issuance SPVs including, among other things, a security

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interest in box trucks, vans and/or pickup trucks being acquired, directly or indirectly, with the proceeds of such notes, one or more fleet owner agreements pursuant to which UHI agrees to make such box trucks, vans and/or pickup trucks available for rental in the System and the equity interests in each Permitted Note Issuance SPV owning such box trucks, vans and/or pickup trucks held by USF and (b) if issued on or after the Effective Date, with respect to the issuance of which the Rating Agency Condition shall have been satisfied.

“Permitted Note Issuance Indenture” means any indenture pursuant to which Permitted Notes are issued by USF and/or one or more Permitted Note Issuance SPVs.

“Permitted Note Issuance Rating Agency Condition” means, with respect to any action, that each Rating Agency shall have notified the Issuers, any Financial Insurance Provider and the Trustee in writing that such action will not result in a reduction or withdrawal of the rating (in effect immediately before the taking of such action) of any series of Permitted Notes (including any rating of such Permitted Notes assigned without regard to enhancement for such Permitted Notes).

“Permitted Note Issuance Related Documents” means each Permitted Note Issuance Indenture, each Permitted Note Issuance SPV Limited Guarantee and any other agreements or instruments entered into by USF or a Permitted Note Issuance SPV in connection with any Permitted Note Issuance.

“Permitted Note Issuance SPV” means a special purpose, bankruptcy-remote entity, other than a Box Truck SPV, which is a direct wholly-owned subsidiary of USF and which owns box trucks, vans and/or pickup trucks engaged in a Permitted Note Issuance.

“Permitted Note Issuance SPV Limited Guarantee” means a guarantee by a Permitted Note Issuance SPV of, among other things, the obligations of USF under the Indenture, substantially identical, mutatis mutandis, to Exhibit B to the 2007-1 Base Indenture.

“Permitted Note Issuance Trustee” means a Person party to a Permitted Note Issuance Indenture as trustee.

“Permitted Notes” means any series of notes issued by USF and/or one or more Permitted Note Issuance SPVs in connection with a Permitted Note Issuance.

“Person” means any natural person, corporation, business trust, joint venture, association, company, partnership, limited liability company, joint stock company, corporation, trust, unincorporated organization or Governmental Authority.

“Placement Agency Agreement” means any agreement pursuant to which one or more Placement Agents agree with the Issuers and UHI to place Notes with, or purchase Notes for resale to, investors.

“Placement Agent” means any Person in its capacity as a placement agent or an initial purchaser under a Placement Agency Agreement.

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“Potential Enforcement Event” means any occurrence or event which, with the giving of notice, the passage of time or both, would constitute an Enforcement Event.

“Potential Rapid Amortization Event” means any occurrence or event which, with the giving of notice, the passage of time or both, would constitute a Rapid Amortization Event.

“Potential Termination Event” means any occurrence or event which, with the giving of notice, the passage of time or both, would constitute a Termination Event.

“Premium Rate” with respect to any Financial Insurance Policy will be defined in the fee letter with respect to such Financial Insurance Policy.

“Principal Terms” is defined in Section 2.4 of the 2007-1 Base Indenture.

“Pro Forma DSCR” means, as of any Disposition Date, the ratio of (a) the sum of (i) the sum of the aggregate SPV Fleet Owner Net Cash Flows for all Remaining Box Trucks as of such Disposition Date during the six Monthly Periods preceding the Determination Date immediately preceding such Disposition Date (or, if such Disposition Date is also a Determination Date, during the six Monthly Periods preceding such Determination Date) (which, for the avoidance of doubt, shall not include the amount of any Monthly Advance) and (ii) all Investment Income (other than Investment Income earned on amounts on deposit in the Box Truck Purchase Account) for such six Monthly Periods to (b) the sum of (i) the sum of (X) the Pro Forma Targeted Principal Amount, (Y) the Pro Forma Interest Amount and (Z) the Pro Forma Premium, in each case as of each of the six Determination Dates preceding such Disposition Date (or, if such Disposition Date is also a Determination Date, as of such Determination Date and the five Determination Dates preceding such Determination Date) and (ii) any Targeted Note Balance Shortfall on the seventh Determination Date preceding such Disposition Date (or, if such Disposition Date is also a Determination Date, on the sixth Determination Date preceding such Determination Date); provided that on any Disposition Date occurring prior to the seventh Determination Date immediately following the Effective Date, the Pro Forma DSCR shall be calculated based only on the number of Monthly Periods and Determination Dates occurring since the Effective Date.

“Pro Forma Interest Amount” means, as of any Determination Date, the product of (i) one-twelfth of the Note Rate (or, in the case of the initial Determination Date following the Effective Date, the product of (1) one-twelfth of the Note Rate and (2) one plus a fraction, the numerator of which is 24 and the denominator of which is 30) and (ii) the sum of (x) the excess of (A) for all Remaining Box Trucks as of the Calculation Date, the aggregate Discounted Asset Value of such Remaining Box Trucks as of the immediately preceding Determination Date (or, in the case of the initial Determination Date, as of the Effective Date or, in the case of any Box Truck that became a Funded Box Truck after the Effective Date but prior to the initial Determination Date, as of the applicable Subsequent Funding Date) over (B) the amount of any Partial Amortization Payment made on the immediately preceding Payment Date and (y) any Targeted Note Balance Shortfall as of the immediately preceding Determination Date (which, for the purposes of the initial Determination Date, shall equal zero).

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“Pro Forma Premium” means, as of any Determination Date, the product of (i) one-twelfth of the Premium Rate in connection with any Financial Insurance Policy with respect to the Notes as of the immediately preceding Determination Date (or, in the case of the initial Determination Date following the Effective Date, the product of (1) one-twelfth of such Premium Rate in connection with any Financial Insurance Policy with respect to the Notes as of the Effective Date and (2) one plus a fraction, the numerator of which is 24 and the denominator of which is 30) and (ii) the sum of (x) the excess of (A) for all Remaining Box Trucks as of the Calculation Date, the aggregate Discounted Asset Value of such Remaining Box Trucks as of the immediately preceding Determination Date (or, in the case of the initial Determination Date, as of the Effective Date or, in the case of any Box Truck that became a Funded Box Truck after the Effective Date but prior to the initial Determination Date, as of the applicable Subsequent Funding Date) over (B) the amount of any Partial Amortization Payment made on the immediately preceding Payment Date and (y) any Targeted Note Balance Shortfall as of the immediately preceding Determination Date (which, for the purposes of the initial Determination Date, shall equal zero).

“Pro Forma Targeted Principal Amount” means, as of any Determination Date, the sum, for all Remaining Box Trucks as of the Calculation Date, of the amount, if any, by which (i) the aggregate Discounted Asset Value of such Remaining Box Trucks as of the immediately preceding Determination Date (or, in the case of the initial Determination Date, as of the Effective Date or, in the case of any Box Truck that became a Funded Box Truck after the Effective Date but prior to the initial Determination Date, as of the applicable Subsequent Funding Date) exceeds (ii) the sum of (x) the aggregate Discounted Asset Value of such Remaining Box Trucks as of such Determination Date and (y) the amount of any Partial Amortization Payment made on the immediately preceding Payment Date.

“Proceeding” means any suit in equity, action or law or other judicial or administrative proceeding.

“Proceeds” has the meaning set forth in Section 9-102(a)(64) of the applicable UCC.

“Purchased Assets” is defined in Section 1.1 of the Box Truck Purchase Agreement.

“Purchase Price” is defined in Section 1.1 of the Box Truck Purchase Agreement.

“Qualified Institution” means a depository institution organized under the laws of the United States of America or any state thereof or incorporated under the laws of a foreign jurisdiction with a branch or agency located in the United States of America or any state thereof and subject to supervision and examination by federal or state banking authorities which at all times has the Required Rating and, in the case of any such institution organized under the laws of the United States of America, whose deposits are insured by the FDIC.

“Qualified Trust Institution” means an institution organized under the laws of the United States of America or any state thereof or incorporated under the laws of a foreign jurisdiction with a branch or agency located in the United States of America or any state thereof and subject to supervision and examination by federal or state banking authorities which at all times (i) is authorized under such laws to act as a trustee or in any other fiduciary capacity, (ii) has capital,

21

surplus and undivided profits of not less than $500,000,000 as set forth in its most recent published annual report of condition and (iii) has a long term deposits rating of not less than “AA-” by Standard & Poor’s and “Aa3” by Moody’s.

“Rapid Amortization Event” is defined in Section 10.1 of the 2007-1 Base Indenture.

“Rating Agency” means each of Moody’s and Standard & Poor’s.

“Rating Agency Condition” means, with respect to any action, that (i) each Rating Agency shall have notified the Issuers, any Financial Insurance Provider and the Trustee in writing that such action will not result in a reduction or withdrawal of the rating (in effect immediately before the taking of such action) of the Notes and (ii) each Rating Agency shall have notified any applicable Enhancement Provider entitled to such notification pursuant to the Indenture in writing that such action will not result in a reduction or withdrawal of the rating (without regard to the presence of the Enhancement provided by each such Enhancement Provider and in effect immediately before the taking of such action) of the Notes.

“Record Date” with respect to any Series of Notes, has the meaning specified in the applicable Series Supplement.

“Registrar” is defined in Section 2.6(a) of the 2007-1 Base Indenture.

“Related Documents” means, collectively, the Indenture, the Notes, any Enhancement Agreement, the Nominee Titleholder Agreement, the Administration Agreement, the Account Control Agreements, the Box Truck SPV Limited Liability Company Agreements, the USF Limited Liability Agreement, each Sale and Contribution Agreement, any Placement Agency Agreement, any other agreements relating to the issuance or the purchase of any Series of Notes, the Box Truck Purchase Agreement and the SPV Fleet Owner Agreement.

“Related Monthly Period” means, with respect to any Payment Date, any Determination Date, any Calculation Date or any Monthly Fleet Owner Payment Date, the Monthly Period immediately preceding the Monthly Period in which such Payment Date, Determination Date, Calculation Date or Monthly Fleet Owner Payment Date occurs.

“Related Payment Date” means, with respect to any Determination Date, the Payment Date next succeeding such Determination Date.

“Remaining Box Trucks” means, with respect to any Disposition Date, all Box Trucks subject to the SPV Fleet Owner Agreement remaining after giving effect to all sales, transfers or other dispositions of any Box Trucks on such Disposition Date.

“Rental Company” means each wholly-owned subsidiary of UHI acting as a regional marketing company pursuant to a Rental Company Contract.

“Rental Company Contract” means each Rental Company Contract between a Rental Company and UHI, substantially in the form of Exhibit A to the SPV Fleet Owner Agreement, pursuant to which UHI agrees to make trucks, trailers and other rental equipment available to the

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System in the Rental Company’s territory and the Rental Company agrees to merchandise, maintain and repair such rental equipment.

“Rental Dealer” means any U-Haul operated retail moving center or independent dealer offering truck rental services in the United States or Canada.

“Required Noteholders” means Noteholders holding in excess of 50% of the Aggregate Note Balance (excluding, for the purposes of making the foregoing calculation, any Notes held by any Issuer or any Affiliate of any Issuer).

“Required Payment” means, with respect to any Series of Notes Outstanding, the amount specified in the applicable Series Supplement.

“Required Pro Forma DSCR” means, as of any Disposition Date, (x) if the Six-Month DSCR as of the immediately preceding Determination Date (or, if such Disposition Date is a Determination Date, as of such Determination Date) equaled less than 1.40, such Six-Month DSCR, (y) if the Six-Month DSCR as of the immediately preceding Determination Date (or, if such Disposition Date is a Determination Date, as of such Determination Date) equaled 1.40 or more but less than 1.42, 1.40 and (z) if the Six-Month DSCR as of the immediately preceding Determination Date (or, if such Disposition Date is a Determination Date, as of such Determination Date) equaled 1.42 or more, the lesser of (i) such Six-Month DSCR less 0.02 and (ii) the amount set forth in the following table:

If such Disposition Date occurs:

Required Pro Forma DSCR

On or prior to the June 2008 Determination Date

1.75

After the June 2008 Determination Date and on or prior to the June 2009 Determination Date

1.80

After the June 2009 Determination Date and on or prior to the June 2010 Determination Date

1.85

After the June 2010 Determination Date and on or prior to the June 2012 Determination Date

1.90

After the June 2012 Determination Date and on or prior to the June 2013 Determination Date

1.95

After the June 2013 Determination Date

2.00

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“Required Rating” means (i) a short-term certificate of deposit rating from Moody’s of “P-1” and from Standard & Poor’s of at least “A-1” and (ii) a long-term unsecured debt rating of not less than “Aa3” by Moody’s and “AA-” by Standard & Poor’s.

“Requirements of Law” means, with respect to any Person or any of its property, the certificate of incorporation, articles of association and by-laws, articles of organization, operating agreement or other organizational or governing documents of such Person or any of its property, and any law, treaty, rule or regulation, or determination of any arbitrator or Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject, whether federal, state or local (including usury laws, the Federal Truth in Lending Act and retail installment sales acts).

“RTAC” means RTAC, LLC, a Nevada limited liability company, which is the direct parent of USF and an indirect wholly-owned subsidiary of UHI.

“RTAC Sale and Contribution Agreement” means the Sale and Contribution Agreement, dated as of the Effective Date, by and among RTAC, UHI and USF, together with each Bill of Sale (as defined therein) and each other document delivered pursuant thereto, as amended, modified or supplemented from time to time in accordance with its terms.

“Safemove” means the optional insurance policy providing a damage waiver, cargo protection and medical and life coverage offered through the System to rental customers of the Box Trucks.

“Safemove Fee” means, with respect to any Box Truck, the fee paid by a rental customer of such Box Truck in order to obtain Safemove.

“Sale and Contribution Agreements” means, collectively, the RTAC Sale and Contribution Agreement and the UHLS Sale and Contribution Agreement.

“Seasonal Depreciation Percentage” means, with respect to any Monthly Period, the percentage set forth for such calendar month under the heading “Seasonal Depreciation” on the Assumed Asset Value Schedule.

“Secured Parties” is defined in Section 3.1(a) of the 2007-1 Base Indenture.

“Securities Act” means the Securities Act of 1933, as amended.

“Security Agreements” means, collectively, the Indenture, the Notes, the Administration Agreement, the Nominee Titleholder Agreement and the Account Control Agreements.

“Series Account” means any account or accounts established pursuant to a Series Supplement for the benefit of a Series of Notes.

“Series of Notes” or “Series” means each Series of Notes issued and authenticated pursuant to the 2007-1 Base Indenture and a Series Supplement.

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“Series Supplement” means, with respect to any Series of Notes, a supplement to the 2007-1 Base Indenture complying with the terms of Section 2.3 of the 2007-1 Base Indenture, executed in conjunction with any issuance of any Series of Notes.

“Six-Month DSCR” means, as of any Determination Date, the ratio of (a) the sum of (i) the sum of the aggregate SPV Fleet Owner Net Cash Flows for all Box Trucks subject to the SPV Fleet Owner Agreement as of the last day of the Related Monthly Period during the six Monthly Periods preceding such Determination Date (which, for the avoidance of doubt, shall not include the amount of any Monthly Advance) and (ii) all Investment Income (other than Investment Income earned on amounts on deposit in the Box Truck Purchase Account) for the six Monthly Periods preceding such Determination Date to (b) the sum of (i) the sum of (X) the DSCR Targeted Principal Amount, (Y) the DSCR Interest Amount and (Z) the DSCR Premium, in each case as of such Determination Date and each of the five Determination Dates preceding such Determination Date and (ii) any Targeted Note Balance Shortfall on the sixth Determination Date preceding such Determination Date; provided that the Six-Month DSCR shall not be calculated on each of the first three Determination Dates immediately following the Effective Date; provided further that on each of the fourth and fifth Determination Dates immediately following the Effective Date, the Six-Month DSCR shall be calculated based only on the number of Monthly Periods and Determination Dates occurring since the Effective Date.

“SPV Fleet Owner Agreement” means the 2007-1 Box Truck SPV Fleet Owner Agreement, dated as of the Effective Date, among TM Truck SPV, DC Truck SPV, EL Truck SPV and UHI, as the Fleet Manager thereunder, as amended, modified or supplemented from time to time in accordance with its terms.

“SPV Fleet Owner Net Cash Flow” means, with respect to each Box Truck subject to the SPV Fleet Owner Agreement during each Monthly Period, (x) the sum of (i) the Fleet Owner Commissions with respect to such Box Truck during such Monthly Period and (ii) the Other Fleet Owner Payments with respect to such Box Truck during such Monthly Period, less (y) the Operating Expenses with respect to such Box Truck during such Monthly Period.

“Standard & Poor’s” means Standard & Poor’s Ratings Service, a division of The McGraw-Hill Companies, Inc.

“Subsequent Box Truck” is defined in the applicable Series Supplement.

“Subsequent Funding Date” is defined in the applicable Series Supplement.

“Subsidiary” means, with respect to any Person (herein referred to as the “parent”), any corporation, partnership, association or other business entity (a) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or more than 50% of the general partnership interests are, at the time any determination is being made, owned, controlled or held by the parent or (b) that is, at the time any determination is being made, otherwise controlled by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent.

“Supplement” means a supplement to the 2007-1 Base Indenture complying (to the extent applicable) with the terms of Article 13 of the 2007-1 Base Indenture.

25

“Surety Default” is defined with respect to any Financial Insurance Provider in the applicable Series Supplement.

“Swap Rate” means, as of any date of determination, the mid-market swap rate appearing on page 19901 of the Telerate service (or any successor service), adjusted for monthly compounding.

“System” means the network of retail moving centers operated by U-Haul and independent dealers offering truck rental services throughout the United States and Canada.

“Target Weekly Fleet Owner Payment” means, for any Weekly Fleet Owner Payment Date with respect to a Monthly Period, an amount equal to one-third of the Estimated SPV Fleet Owner Net Cash Flow for such Monthly Period.

“Targeted Note Balance Shortfall” means, as of any Determination Date, the excess, if any, of the Aggregate Note Balance as of the Related Payment Date (after giving effect to all principal payments to be made on such Payment Date) over the Discounted Aggregate Asset Amount as of such Determination Date.

“Targeted Principal Payment” means, for any Payment Date, the amount by which the Aggregate Note Balance on such Payment Date (before giving effect to any payments on the Notes on such Payment Date) exceeds the Discounted Aggregate Asset Amount as of the Determination Date with respect to such Payment Date.

“Termination Event” means any of the events described in Section 8.2 of the SPV Fleet Owner Agreement.

“Title Trigger Event” is defined in Section 6.1(f) of the Administration Agreement.

“TM Truck” means a model year 2007 or model year 2008 ten-foot box truck owned by TM Truck SPV.

“TM Truck SPV” means 2007 TM-1, LLC, a Nevada limited liability company, and its permitted successors.

“Trust Indenture Act” means the Trust Indenture Act of 1939, as amended.

“Trust Officer” means, with respect to the Trustee, any Senior Vice President, Vice President, Assistant Vice President, Assistant Secretary, Assistant Treasurer or any trust officer of the Corporate Trust Office responsible for the administration of the 2007-1 Base Indenture.

“Trustee” means the party named as such in the 2007-1 Base Indenture until a successor replaces it in accordance with the applicable provisions of the 2007-1 Base Indenture and thereafter means the successor serving thereunder.

“Trustee Fee” means, for each Payment Date, the monthly fee payable by the Issuers to the Trustee, as set forth in the fee letter dated the Effective Date from the Trustee to the Issuers.

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“2007-1 Base Indenture” means the 2007-1 Box Truck Base Indenture, dated as of the Effective Date, among USF, TM Truck SPV, DC Truck SPV and EL Truck SPV, as co-issuers, and the Trustee, as amended, modified or supplemented from time to time in accordance with its terms, exclusive of Series Supplements creating new Series of Notes.

“UCC” or “Uniform Commercial Code” means the Uniform Commercial Code as in effect from time to time in the specified jurisdiction.

“U-Haul” means, collectively, UHI together with those of its subsidiaries engaged in moving and storage operations.

“UHI” means U-Haul International, Inc., a Nevada corporation and its permitted successors.

“UHLS” means U-Haul Leasing & Sales Co., a Nevada corporation.

“UHLS Sale and Contribution Agreement” means the Sale and Contribution Agreement, dated as of the Effective Date, by and among UHLS, UHI and RTAC, together with each Bill of Sale (as defined therein) and each other document delivered pursuant thereto, as amended, modified or supplemented from time to time in accordance with its terms.

“Uneconomical Box Truck” means a Box Truck with respect to which the Operating Expenses exceed the sum of (x) the Fleet Owner Commissions generated by such Box Truck and (y) the Other Fleet Owner Payments with respect to such Box Truck in either (i) each of six (6) consecutive Monthly Periods or (ii) any six (6) Monthly Periods during any nine (9) consecutive Monthly Periods.

“United States” or “U.S.” means the United States of America, its fifty states and the District of Columbia.

“U.S. Government Obligations” means (i) direct obligations of the United States of America, or any agency or instrumentality thereof for the payment of which the full faith and credit of the United States of America is pledged as to full and timely payment of such obligations, or (ii) any other obligations which are “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act.

“USF” means U-Haul S Fleet, LLC, a Nevada limited liability company, and its permitted successors.

“USF Assets” means all assets of USF.

“USF Collateral” is defined in Section 3.1(a) of the 2007-1 Base Indenture.

“USF Limited Liability Company Agreement” means the Operating Agreement of USF, dated as of June 1, 2007, between RTAC and USF’s Independent Manager, as amended, modified or supplemented from time to time in accordance with its terms.

“VIN” means vehicle identification number.

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“Weekly Fleet Owner Carryover Amount” means, as of any Weekly Fleet Owner Payment Date in any Monthly Period, an amount (not less than zero) equal to the excess of (i) the Monthly Fleet Manager Excess Amount for the Monthly Fleet Owner Payment Date in the immediately preceding Monthly Period over (ii) the sum of (a) the amount of the Fleet Manager Withdrawal, if any, paid to the Fleet Manager on such Monthly Fleet Owner Payment Date and (b) the sum of the Weekly Fleet Owner Payments deposited into the Box Truck Collection Account on each prior Weekly Fleet Owner Payment Date in such Monthly Period.

“Weekly Fleet Owner Payment” means the amount payable by the Fleet Manager on any Weekly Fleet Owner Payment Date pursuant to Section 3.4 of the SPV Fleet Owner Agreement.

“Weekly Fleet Owner Payment Date” means each Wednesday, or if such Wednesday is not a Business Day, the next succeeding Business Day.

“written” or “in writing” means any form of written communication, including by means of telex, telecopier device, telegraph, email or cable.

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EX-10.100 6 supplementboxtruck.htm SUPPLEMENT BOX TRUCK Supplement Box Truck

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

last day of the Related Monthly Period (after giving effect to any deposits thereto and withdrawals therefrom on such date) (or, in the case of the initial Determination Date following the Series 2007-1 Closing Date, the Initial Pre-Funded Amount), and (ii) the denominator of which is equal to the Discounted Aggregate Asset Amount as of the immediately preceding Determination Date (or, in the case of the initial Determination Date following the Series 2007-1 Closing Date, as of the Series 2007-1 Closing Date).

“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

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, (i) withdraw from the Pre-Funding Period Interest Deficiency Account an amount equal to the Pre-Funding Period Interest Deficiency Amount for such Payment Date and deposit such amount in the Box Truck Collection Account and (ii) withdraw from the Pre-Funding Period Interest Deficiency Account an amount equal to the Excess Pre-Funding Period Interest Deficiency Account Amount as of such Payment Date and (A) deposit in the Interest Reserve Account a portion of such amount equal to the lesser of (1) such Excess Pre-Funding Period Interest Deficiency Account Amount and (2) the excess, if any, of (x) the Required Interest Reserve Account Amount as of such Payment Date over (y) the Available Interest Reserve Account Amount as of such Payment Date and (B) pay the remainder of such Excess Pre-Funding Period Interest Deficiency Account Amount, if any, to the order of the Issuers. On the first Payment Date after 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 second 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, withdraw from the Pre-Funding Period Interest Deficiency Account an amount equal to the Available Pre-Funding Period Interest Deficiency Account Amount as of such Payment Date and (A) deposit in the Interest Reserve Account a portion of such amount equal to the lesser of (1) such Available Pre-Funding Period Interest Deficiency Account Amount and (2) the excess, if any, of (x) the Required Interest Reserve Account Amount as of such Payment Date over (y) the Available Interest Reserve Account Amount as of such Payment Date and (B) pay the remainder of such Available Pre-Funding Period Interest Deficiency Account Amount to the order of the Issuers.

(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

Payment Account. Initially, the Payment Account will be established with U.S. Bank National Association. Funds on deposit in the Payment Account shall remain uninvested.

(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

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.

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

Funds for the Series 2007-1 Legal Final Maturity Date available on the Series 2007-1 Legal Final Maturity Date to pay the Aggregate Note Balance is less than the Aggregate Note Balance, 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 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 Series 2007-1 Legal Final Maturity Date, withdraw from the Interest Reserve Account and deposit in the Box Truck Collection Account an amount equal to the lesser of (x) such insufficiency and (y) the Available Interest Reserve Account Amount as of the Series 2007-1 Legal Final Maturity Date (after giving effect to any withdrawal therefrom pursuant to Section 2.8(a) on the Series 2007-1 Legal Final Maturity Date).

(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

any Payment Date occurring after the Series 2007-1 Expected Final Payment Date available on such Payment Date to pay Series 2007-1 Monthly Contingent Additional Interest for such Payment Date pursuant to clause (2) of paragraph (xiii) of Section 2.9 is less than Series 2007-1 Monthly Contingent Additional Interest for such Payment Date (any such insufficiency, a “Contingent Additional Interest Shortfall Amount”), payments to the Series 2007-1 Noteholders pursuant to clause (2) of paragraph (xiii) of Section 2.9 will be reduced on a pro rata basis by the Contingent Additional Interest Shortfall Amount.

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

 preceding Payment Date (such amount, the “Monthly Contingent Additional Interest Payment”);

(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

2007-1 Note will be paid. Such notice shall be made at the expense of the Administrator and shall be mailed within three (3) Business Days of receipt of a Monthly Noteholders’ Statement with respect to the Series 2007-1 Notes indicating that such final payment will be made and shall specify that such final installment will be payable only upon presentation and surrender of such Series 2007-1 Note and shall specify the place where such Series 2007-1 Note may be presented and surrendered for payment of such installment. Notices in connection with prepayments in full of Series 2007-1 Notes shall be (i) transmitted by facsimile to Series 2007-1 Noteholders holding Global Notes and (ii) sent by registered mail to Series 2007-1 Noteholders holding Definitive Notes and shall specify that such final installment will be payable only upon presentation and surrender of such Series 2007-1 Note and shall specify the place where such Series 2007-1 Note may be presented and surrendered for payment of such installment.

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, Lehman Brothers Inc. and Merrill, Lynch, Pierce, Fenner & Smith 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

hereinafter provided.

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

 same Restricted Global Series 2007-1 Note shall be made upon the deemed representation of the transferee that:

(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 www.usbank.com\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.

Notwithstanding any of the foregoing to the contrary, a copy of each Monthly Noteholders’ Statement will be made available for inspection at the Corporate Trustee Office and, upon receipt of the prior written consent of USF, the Trustee shall supply a paper copy of any Monthly Noteholders’ Statement to any Person that requests it. The Trustee shall provide to the Series 2007-1 Noteholders, or their designated agent, and the Surety Provider copies of all information furnished to the Trustee pursuant to the Related Documents (including pursuant to Section 4.1 of the 2007-1 Base Indenture), as such information relates to the Series 2007-1 Notes or the Series 2007-1 Collateral. In connection with any Preference Amount payable under the Surety Bond, the Trustee shall furnish to the Surety Provider its records evidencing the distributions of principal of and interest on the Series 2007-1 Notes that have been made and subsequently recovered from Series 2007-1 Noteholders and the dates on which such payments were made.

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, One State Street Plaza, New York, New York, 10004; Attention: Portfolio Risk Management Group - Commercial ABS; telephone: (212) 668-0340; facsimile: (212) 208-3547.

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),

the Surety Provider will be fully subrogated to the rights of such Series 2007-1 Noteholders to receive such principal and interest and will be deemed to the extent of the payments so made to be a Series 2007-1 Noteholder and (ii) the Surety Provider shall be paid principal and interest in its capacity as a Series 2007-1 Noteholder until all such payments by the Surety Provider have been fully reimbursed, but only from the sources and in the manner provided herein for the distribution of such principal and interest and in each case only after the Series 2007-1 Noteholders have received all payments of principal and interest due to them hereunder on the related Payment Date. The foregoing is without prejudice to the separate and independent rights of the Surety Provider to be reimbursed, without duplication, for payments made under the Surety Bond pursuant to the Insurance Agreement. If any Person other than the Trustee asserts any Lien, encumbrance or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) against any Issuer Account or in any financial asset credited thereto, the Administrator will promptly notify the Trustee, the Surety Provider and the Issuer thereof.

(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

Provider under the Surety Bond with respect to interest on or principal of the Series 2007-1 Notes, including any Preference Amount, as defined in the Surety Bond, the Surety Provider is to be fully subrogated to the extent of such payment and any additional interest due on any late payment, to the rights of the Series 2007-1 Noteholders under the Indenture. Each Issuer and the Trustee agree to such subrogation and, further, agree to take such actions as the Surety Provider may reasonably request in writing to evidence such subrogation.

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:

EX-10.101 7 cargovanpickuptruckindenture.htm CARGO VAN/PICK UP TRUCK INDENTURE Cargo Van/Pick up Truck Indenture

U-HAUL S FLEET, LLC,

2007 BE-1, LLC,

and

2007 BP-1, LLC,

as Co-Issuers

and

U.S. BANK NATIONAL ASSOCIATION,

as Trustee

_______________________________

CARGO VAN/PICK-UP TRUCK BASE INDENTURE

Dated as of June 1, 2007

_______________________________

Cargo Van/Pick-Up Truck Asset Backed Notes

(Issuable in Series)

TABLE OF CONTENTS

ARTICLE 1. DEFINITIONS, INCORPORATION BY REFERENCE AND CONSTRUCTION

Section 1.1. Definitions

Section 1.2. Cross-References

Section 1.3. Rules of Construction

Section 1.4. Other Definitional Provisions

ARTICLE 2. THE NOTES

Section 2.1. Joint and Several Obligations

Section 2.2. Designation and Terms of Notes

Section 2.3. Notes Issuable in Series

Section 2.4. Series Supplement For Each Series

Section 2.5. Execution and Authentication

Section 2.6. Registration of Transfer and Exchange of Notes

Section 2.7. Appointment of Paying Agent

Section 2.8. Noteholder List

Section 2.9. Persons Deemed Owners

Section 2.10. Replacement Notes

Section 2.11. Treasury Notes

Section 2.12. Temporary Notes

Section 2.13. Cancellation

Section 2.14. Principal and Interest

Section 2.15. Book-Entry Notes

Section 2.16. Definitive Notes

Section 2.17. Tax Treatment

Section 2.18. CUSIP Numbers

ARTICLE 3. SECURITY

Section 3.1. Grant of Security Interest

Section 3.2. Certain Rights and Obligations of the Issuers Unaffected

Section 3.3. Performance of Collateral Agreements

Section 3.4. Release of Collateral

Section 3.5. Stamp, Other Similar Taxes and Filing Fees

ARTICLE 4. REPORTS

Section 4.1. Agreement of the Issuers to Provide Reports and Instructions

Section 4.2. Administrator

Section 4.3. Reports to Noteholders

Section 4.4. Annual Noteholders’ Tax Statement

Section 4.5. Rule 144A Information

ARTICLE 5. ALLOCATION AND APPLICATION OF COLLECTIONS

Section 5.1. Issuer Accounts

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Section 5.2. Collections and Allocations

Section 5.3. Determination of Monthly Interest

Section 5.4. Determination of Monthly Principal

Section 5.5. Misdirected Collections

ARTICLE 6. DISTRIBUTIONS

Section 6.1. Distributions in General

ARTICLE 7. REPRESENTATIONS AND WARRANTIES

Section 7.1. Existence and Power

Section 7.2. Limited Liability Company and Governmental Authorization

Section 7.3. Binding Effect

Section 7.4. Financial Information; Financial Condition

Section 7.5. Litigation

Section 7.6. No ERISA Plan

Section 7.7. Tax Filings and Expenses

Section 7.8. Disclosure

Section 7.9. Investment Company Act; Securities Act

Section 7.10. Regulations T, U and X

Section 7.11. No Consent

Section 7.12. Solvency

Section 7.13. Ownership of Membership Interests

Section 7.14. Security Interests

Section 7.15. Binding Effect of Collateral Agreements

Section 7.16. Non-Existence of Other Agreements

Section 7.17. Compliance with Contractual Obligations and Laws

Section 7.18. Eligible Trucks

Section 7.19. SPV Fleet Owner Agreement

Section 7.20. No Employees

Section 7.21. Environmental Matters

Section 7.22. Other Representations

ARTICLE 8. COVENANTS

Section 8.1. Payment of Notes

Section 8.2. Maintenance of Office or Agency

Section 8.3. Payment of Obligations

Section 8.4. Maintenance of Existence

Section 8.5. Compliance with Requirements of Law and Contractual Obligations

Section 8.6. Inspection of Property, Books and Records

Section 8.7. Compliance with Collateral Agreements

Section 8.8. Notice of Defaults

Section 8.9. Notice of Material Proceedings

Section 8.10. Further Requests

Section 8.11. Further Assurances

Section 8.12. Liens

Section 8.13. Other Indebtedness

Section 8.14. Mergers

ii

Section 8.15. Sales of Collateral

Section 8.16. Acquisition of Assets

Section 8.17. Distributions

Section 8.18. Name; Principal Office

Section 8.19. Organizational Documents

Section 8.20. Investments

Section 8.21. No Other Agreements

Section 8.22. Other Business

Section 8.23. Maintenance of Separate Existence

Section 8.24. Use of Proceeds of Notes

Section 8.25. No ERISA Plan

Section 8.26. No Employees

Section 8.27. Environmental

Section 8.28. SPV Fleet Owner Agreement

Section 8.29. Maintenance of the Cargo Vans and Pick-Up Trucks

Section 8.30. Entrance into a Permitted Note Issuance Indenture

Section 8.31. Cargo Van/ Pick-Up Truck SPV Permitted Note Limited Guarantees

ARTICLE 9. EVENTS OF DEFAULT

Section 9.1. Events of Default

Section 9.2. Acceleration of Maturity; Rescission and Annulment

Section 9.3. Collection of Indebtedness and Suits for Enforcement by the Trustee

Section 9.4. Remedies; Priorities

Section 9.5. Optional Preservation of the Collateral

Section 9.6. Limitation on Suits

Section 9.7. Unconditional Rights of Noteholders to Receive Principal and Interest

Section 9.8. Restoration of Rights and Remedies

Section 9.9. Rights and Remedies Cumulative

Section 9.10. Delay or Omission Not a Waiver

Section 9.11. Control by the Controlling Party

Section 9.12. Waiver of Past Defaults

Section 9.13. Undertaking for Costs

Section 9.14. Waiver of Certain Rights

Section 9.15. Sale of Collateral

Section 9.16. Action on Notes

ARTICLE 10. RAPID AMORTIZATION EVENTS

Section 10.1. Rapid Amortization Events

ARTICLE 11. THE TRUSTEE

Section 11.1. Duties of the Trustee

Section 11.2. Rights of the Trustee

Section 11.3. Individual Rights of the Trustee

Section 11.4. Notice of Events of Default, Rapid Amortization Events, Defaults and Potential Rapid Amortization Events

Section 11.5. Compensation and Expenses

Section 11.6. Eligibility Disqualification

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Section 11.7. Replacement of the Trustee

Section 11.8. Successor Trustee by Merger, etc.

Section 11.9. Appointment of Co-Trustee or Separate Trustee

Section 11.10. Representations and Warranties of the Trustee

Section 11.11. Issuer Indemnification of the Trustee

ARTICLE 12. DISCHARGE OF INDENTURE

Section 12.1. Termination of the Issuers’ Obligations

Section 12.2. Application of Trust Money

Section 12.3. Repayment to the Issuers

Section 12.4. Reinstatement

ARTICLE 13. AMENDMENTS

Section 13.1. Without Consent of the Noteholders

Section 13.2. With Consent of the Noteholders

Section 13.3. Supplements

Section 13.4. Revocation and Effect of Consents

Section 13.5. Notation on or Exchange of Notes

Section 13.6. The Trustee to Sign Amendments, etc.

ARTICLE 14. MISCELLANEOUS

Section 14.1. Notices

Section 14.2. Communication by Noteholders With Other Noteholders

Section 14.3. Certificate and Opinion as to Conditions Precedent

Section 14.4. Statements Required in Certificate

Section 14.5. Rules by the Trustee

Section 14.6. Duplicate Originals

Section 14.7. Benefits of Indenture

Section 14.8. Payment on Business Day

Section 14.9. Governing Law

Section 14.10. No Adverse Interpretation of Other Agreements

Section 14.11. Successors

Section 14.12. Severability

Section 14.13. Counterpart Originals

Section 14.14. Table of Contents, Headings, etc.

Section 14.15. Termination; Collateral

Section 14.16. Release of an Issuer

Section 14.17. No Bankruptcy Petition

Section 14.18. No Recourse.

Section 14.19. Subordination.

Section 14.20. Waiver of Trial by Jury

Section 14.21. Submission to Jurisdiction

Section 14.22. Know Your Customer

iv

SCHEDULES AND EXHIBITS

SCHEDULE 1 DEFINITIONS LIST

EXHIBIT A

FORM OF MONTHLY REPORT

EXHIBIT B

FORM OF CARGO VAN/PICK-UP TRUCK SPV PERMITTED NOTE LIMITED GUARANTEE

v

CARGO VAN/PICK-UP TRUCK BASE INDENTURE, dated as of June 1, 2007, among U-HAUL S FLEET, LLC, a special purpose limited liability company established under the laws of Nevada, 2007 BE-1, LLC, a special purpose limited liability company established under the laws of Nevada, and 2007 BP-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, the “Trustee”).

W I T N E S S E T H:

WHEREAS, each Issuer has duly authorized the execution and delivery by it of this Base Indenture to provide for the issuance from time to time of one or more series of the Issuers’ Cargo Van/Pick-Up Truck Asset Backed Notes (the “Notes”), issuable as provided in this Base Indenture; and

WHEREAS, all things necessary to make this Base Indenture a legal, valid and binding agreement of the Issuers, enforceable in accordance with its terms, have been done, and each Issuer proposes to do all the things necessary to make the Notes, when executed by such Issuer and authenticated and delivered by the Trustee hereunder and duly issued by such Issuer, the legal, valid and binding obligations of such Issuer as hereinafter provided;

NOW, THEREFORE, for and in consideration of the premises and the receipt of the Notes by the Noteholders, it is mutually covenanted and agreed, for the benefit of the Trustee, on behalf of the Secured Parties, as follows:

ARTICLE 1.

DEFINITIONS, INCORPORATION BY REFERENCE AND CONSTRUCTION

Section 1.1. Definitions. Certain capitalized terms used herein (including the preamble and the recitals hereto) shall have the meanings assigned to such terms in the Definitions List attached hereto as Schedule I (the “Definitions List”), as such Definitions List may be amended or modified from time to time in accordance with the provisions hereof.

Section 1.2. Cross-References. Unless otherwise specified, references in this Base Indenture and in each other Related Document to any Article or Section are references to such Article or Section of this Base Indenture or such other Related Document, as the case may be and, unless otherwise specified, references in any Article, Section or definition to any clause are references to such clause of such Article, Section or definition.

Section 1.3. Rules of Construction. In the Indenture, unless the context otherwise requires:

(i) the singular includes the plural and vice versa;

(ii) reference to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are permitted by the Indenture, and reference to any Person in a particular capacity only refers to such Person in such capacity;

(iii) reference to any gender includes the other gender;

(iv) reference to any Requirement of Law means such Requirement of Law as amended, modified, codified or reenacted, in whole or in part, and in effect from time to time;

(v) “including” (and with correlative meaning “include”) means including without limiting the generality of any description preceding such term;

(vi) with respect to the determination of any period of time, “from” means “from and including” and “to” means “to but excluding”; and

(vii) “or” is not exclusive.

Section 1.4. Other Definitional Provisions. (i) All terms defined in the Indenture shall have such defined meanings when used in any certificate or document made or delivered pursuant hereto unless otherwise defined therein.

(ii) The words “hereof,” “herein” and “hereunder” and words of similar import when used in the Indenture shall refer to the Indenture as a whole and not to any particular provision of the Indenture; and Section, subsection, Schedule and Exhibit references contained in the Indenture are references to Sections, subsections, Schedules and Exhibits in or to the Indenture unless otherwise specified.

ARTICLE 2.

THE NOTES

Section 2.1. Joint and Several Obligations. Each Issuer hereby agrees and acknowledges that it will be liable, jointly and severally, for the Issuer Obligations, including the Notes and all amounts payable with respect thereto.

Section 2.2. Designation and Terms of Notes. Each Series of Notes shall be substantially in the form specified in the applicable Series Supplement, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted hereby or by the applicable Series Supplement and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may, consistently herewith, be determined to be appropriate by the Authorized Officers executing such Notes, as evidenced by their execution of the Notes and shall bear, upon its face, the designation for such Series to which it belongs so selected by the Issuers. All Notes of all Series shall, except as specified in the applicable Series Supplement, be equally and ratably entitled as provided herein to the benefits hereof without preference, priority or distinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Base Indenture and the applicable Series Supplement. The aggregate principal amount of Notes which may be authenticated and delivered under the Indenture is unlimited. The Notes of each Series shall be issued in the minimum denominations, if any, set forth in the applicable Series Supplement.

2

Section 2.3. Notes Issuable in Series. (a) The Notes may be issued in one or more Series; provided, however, that there shall be no more than one Series of Notes Outstanding at any time.

(b) Each Series of Notes shall be created by a Series Supplement. Subject to Section 2.3(a), Notes of a new Series may from time to time be executed by the Issuers and delivered to the Trustee for authentication and thereupon the same shall be authenticated and delivered by the Trustee upon the receipt by the Trustee of a Company Request at least two (2) Business Days (or such shorter period as is acceptable to the Trustee) in advance of the related Closing Date and upon delivery by the Issuers to the Trustee, and receipt by the Trustee, of the following:

(i) a Company Order authorizing and directing the authentication and delivery of the Notes of such new Series by the Trustee and specifying the designation of such new Series, the Initial Aggregate Note Balance of such new Series to be authenticated and the Note Rate (or the method for allocating interest payments or other cash flows to such Series) with respect to such new Series;

(ii) a Series Supplement satisfying the criteria set forth in Section 2.4 in form satisfactory to the Trustee executed by each Issuer and the Trustee and specifying the Principal Terms of such new Series;

(iii) the related Enhancement Agreement, if any, executed by each of the parties thereto, other than the Trustee;

(iv) written confirmation that the Permitted Note Issuance Rating Agency Condition shall have been satisfied with respect to such issuance;

(v) an Officer’s Certificate of each Issuer dated as of the applicable Closing Date to the effect that (x) no Event of Default, Rapid Amortization Event, Aggregate Asset Amount Deficiency, Enforcement Event, Termination Event, Default, Potential Rapid Amortization Event, Potential Enforcement Event, or Potential Termination Event is continuing or will occur as a result of the issuance of the new Series of Notes, (y) after giving effect to the application of the net proceeds of such new Series, the only Series of Notes Outstanding will be the new Series of Notes and (z) all conditions precedent provided in this Base Indenture and the applicable Series Supplement with respect to the authentication and delivery of the new Series of Notes have been complied with;

(vi) unless otherwise specified in the related Series Supplement, an Opinion of Counsel, subject to the assumptions and qualifications stated therein, and in a form reasonably acceptable to the Trustee, dated the applicable Closing Date, substantially to the effect that:

(A) all instruments furnished to the Trustee conform to the requirements of this Base Indenture and the applicable Series Supplement and constitute all the documents required to be delivered hereunder and thereunder for the Trustee to authenticate and deliver the new Series of Notes, and all conditions precedent provided for in this Base Indenture and the applicable Series

3

 Supplement with respect to the authentication and delivery of the new Series of Notes have been complied with;

(B) the applicable Series Supplement has been duly authorized, executed and delivered by each Issuer;

(C) the new Series of Notes has been duly authorized and executed and, when authenticated and delivered in accordance with the provisions of this Base Indenture and the applicable Series Supplement, will constitute valid, binding and enforceable obligations of each Issuer entitled to the benefits of this Base Indenture and the applicable Series Supplement, subject, in the case of enforcement, to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and to general principles of equity;

(D) the applicable Series Supplement is a legal, valid and binding agreement of each Issuer, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and to general principles of equity; and

(E) such other matters as the Trustee may reasonably require;

(vii) a Permitted Note Issuance SPV Limited Guarantee executed by each Permitted Note Issuance SPV which is a party to a Permitted Note Issuance Indenture as of the applicable Closing Date;

(viii) evidence that each of the parties to the Related Documents and each party to any Hedge Agreement (other than any interest rate cap agreement) outstanding as of the date thereof has covenanted and agreed that, prior to the date which is one year and one day after the payment in full of all Issuer Obligations, it will not institute against, or join with any other Person in instituting, against USF, any Cargo Van/Pick-Up Truck SPV, any Permitted Note Issuance SPV or the Nominee Titleholder any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings, under any federal or state bankruptcy or similar law; and

(ix) such other documents, instruments, certifications, agreements or other items as the Trustee may reasonably require.

Upon satisfaction of such conditions, the Trustee shall authenticate and deliver, as provided above, such Series of Notes upon execution thereof by each Issuer.

Section 2.4. Series Supplement For Each Series. In conjunction with the issuance of a new Series, the parties hereto shall execute a Series Supplement, which shall specify the relevant terms with respect to such new Series of Notes, which shall include, as applicable: (i) its name or designation, (ii) the Initial Aggregate Note Balance or the method for determining the Aggregate Note Balance of the Notes if such Series will have a variable principal amount, (iii) the Note Rate (or the method for allocating interest payments or other cash flows to such Series) with respect to such Series, (iv) the interest payment date or dates (if other than a Payment Date)

4

and the date or dates from which interest shall accrue, (v) the method of allocating Collections with respect to such Series and the method by which the principal amount of Notes of such Series shall amortize or accrete, (vi) the names of any Series Accounts to be used by such Series and the terms governing the operation of any such accounts, (vii) the terms of any Enhancement with respect to such Series, (viii) the Enhancement Provider with respect to such Series, if any, (ix) the name of the Clearing Agency, if any, or Foreign Clearing Agency, if any, (x) the terms on which the Notes of such Series may be redeemed, repurchased or remarketed to other investors, (xi) whether the Notes of such Series will be issued in multiple Classes and, if so, the rights and priorities of each such Class, and (xii) any other relevant terms of such Series of Notes that do not conflict with the provisions of this Base Indenture (all such terms, the “Principal Terms” of such Series).

Section 2.5. Execution and Authentication. (a) An Authorized Officer of each Issuer shall sign the Notes by manual, facsimile or electronically scanned signature. If an Authorized Officer whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note shall nevertheless be valid.

(b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuers may deliver Notes of any particular Series executed by each Issuer to the Trustee for authentication, together with one or more Company Orders for the authentication and delivery of such Notes, and the Trustee, in accordance with such Company Order and this Base Indenture, shall authenticate and deliver such Notes.

(c) No Note shall be entitled to any benefit under the Indenture or be valid for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for herein, duly executed by the Trustee by the manual signature of a Trust Officer. Such signatures on such certificate shall be conclusive evidence, and the only evidence, that the Note has been duly authenticated under the Indenture. The Trustee may appoint an authenticating agent acceptable to the Issuers to authenticate Notes. Unless limited by the term of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Base Indenture to authentication by the Trustee includes authentication by such agent. The Trustee’s certificate of authentication shall be in substantially the following form:

This is one of the Notes of a series issued under the within-mentioned Indenture.

U.S. BANK NATIONAL ASSOCIATION,

as Trustee

By:

Authorized Signatory

(d) Each Note shall be dated and issued as of the date of its authentication by the Trustee.

(e) Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuers, and the Issuers shall deliver

5

such Note to the Trustee for cancellation as provided in Section 2.13 together with a written statement stating that such Note has never been issued and sold by the Issuers, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall not be entitled to the benefits of the Indenture.

Section 2.6. Registration of Transfer and Exchange of Notes. (a) The Issuers shall cause to be kept at the office or agency to be maintained by a transfer agent and registrar (the “Registrar”), a register (the “Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Registrar shall provide for the registration of the Notes of each Series (unless otherwise provided in the applicable Series Supplement) and of transfers and exchanges of the Notes as herein provided. U.S. Bank National Association is hereby initially appointed Registrar for the purposes of registering the Notes and transfers and exchanges of the Notes as herein provided. The Issuers may appoint one or more co-registrars. Any reference in the Indenture to the Registrar shall include any co-registrar unless the context otherwise requires. U.S. Bank National Association shall be permitted to resign as Registrar upon 30 days’ written notice to the Issuers, any Financial Insurance Provider and the Trustee; provided, however, that such resignation shall not be effective and U.S. Bank National Association shall continue to perform its duties as Registrar until the Issuers have appointed a successor Registrar.

If a Person other than the Trustee is appointed by the Issuers as the Registrar, the Issuers will give the Trustee and any Financial Insurance Provider prompt written notice of the appointment of such Registrar and of the location, and any change in the location, of the Registrar, and the Trustee and any Financial Insurance Provider shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof.

An institution succeeding to the corporate agency business of the Registrar shall continue to be the Registrar without the execution or filing of any paper or any further act on the part of any Issuer or such Registrar.

The Registrar shall maintain in The City of New York (and, if so specified in the applicable Series Supplement for any Series of Notes, any other city designated in such Series Supplement) an office or offices or agency or agencies where Notes may be surrendered for registration of transfer or exchange. The Registrar initially designates its corporate trust office located at 100 Wall Street, Suite 1600, New York, New York 10005, as its office for such purposes. The Registrar shall give prompt written notice to the Trustee, the Issuers, any Financial Insurance Provider and the Noteholders of any change in the location of such office or agency.

Upon surrender for registration of transfer of any Note at the office or agency of the Registrar, if the requirements of Section 2.6(b) and Section 8-401(a) of the New York UCC are met, each Issuer shall execute and, after the Issuers have executed, the Trustee shall authenticate and (if the Registrar is different than the Trustee, then the Registrar shall) deliver to the Noteholder, in the name of the designated transferee or transferees, one or more new Notes, in any authorized denominations, of the same Class and a like aggregate principal amount.

6

At the option of any Noteholder, Notes may be exchanged for other Notes of the same Series in authorized denominations of like aggregate principal amount, upon surrender of the Notes to be exchanged at any office or agency of the Registrar maintained for such purpose.

Whenever any Notes of any Series are so surrendered for exchange, if the requirements of Section 8-401(a) of the New York UCC are met, each Issuer shall execute and, after the Issuers have executed, the Trustee shall authenticate and (if the Registrar is different than the Trustee, then the Registrar shall) deliver to the Noteholder, the Notes which the Noteholder making the exchange is entitled to receive.

All Notes issued upon any registration of transfer or exchange of the Notes shall be the valid obligations of the Issuers, evidencing the same debt, and entitled to the same benefits under the Indenture, as the Notes surrendered upon such registration of transfer or exchange.

Every Note presented or surrendered for registration of transfer or exchange shall be (i) duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed by, the Holder thereof or such Holder’s attorney duly authorized in writing, with a medallion signature guarantee, and (ii) accompanied by such other documents as the Trustee may require.

The preceding provisions of this Section 2.6 notwithstanding, the Trustee or the Registrar, as the case may be, shall not be required to register the transfer of or exchange any Note of any Series for a period of 15 days preceding the due date for any payment in full of the Notes of such Series.

Unless otherwise provided in the applicable Series Supplement, no service charge shall be made for any registration of transfer or exchange of Notes, but the Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Notes.

All Notes surrendered for registration of transfer and exchange shall be canceled by the Registrar and disposed of in a manner satisfactory to the Trustee. The Trustee shall cancel and destroy any Global Notes upon its exchange in full for Definitive Notes and shall deliver a certificate of destruction to the Issuers. Such certificate shall also state that a certificate or certificates of each Foreign Clearing Agency was received with respect to each portion of such Global Note exchanged for Definitive Notes in accordance with the applicable Series Supplement.

The Issuers shall execute and deliver to the Trustee or the Registrar, as applicable, Notes in such amounts and at such times as are necessary to enable each of the Trustee and the Registrar to fulfill its responsibilities under the Indenture and the Notes.

(b) Unless otherwise provided in the applicable Series Supplement, registration of transfer of Notes containing a legend relating to the restrictions on transfer of such Notes (which legend shall be set forth in the Series Supplement relating to such Notes) shall be effected only if the conditions set forth in such applicable Series Supplement are satisfied.

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Section 2.7. Appointment of Paying Agent. (a) The Trustee may appoint a Paying Agent with respect to the Notes. The Trustee hereby appoints U.S. Bank National Association as the initial Paying Agent. The Paying Agent shall have the revocable power to withdraw funds and make distributions to Noteholders from the appropriate account or accounts maintained for the benefit of Noteholders as specified in this Base Indenture or the applicable Series Supplement. The Trustee may revoke such power and remove the Paying Agent, if the Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under the Indenture in any material respect or for other good cause. The Paying Agent shall be permitted to resign as Paying Agent upon 30 days’ written notice to the Trustee. In the event that any Paying Agent shall no longer be the Paying Agent, the Trustee shall appoint a successor to act as Paying Agent (which shall be a Qualified Institution or a Qualified Trust Institution and may be the Trustee) with the consent of each Issuer. Any reference in the Indenture to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

(b) The Trustee shall cause each Paying Agent (other than itself) to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee (and to the extent that the Trustee is acting as Paying Agent, the Trustee hereby so agrees in respect of clauses (i) and (v) below) that such Paying Agent will:

(i) hold all sums held by it for the payment of amounts due with respect to the Notes in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided;

(ii) give the Trustee notice of any default by the Issuers of which it has actual knowledge in the making of any payment required to be made with respect to the Notes;

(iii) at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent;

(iv) immediately resign as a Paying Agent and forthwith pay to the Trustee all sums held by it in trust for the payment of the Notes if at any time it ceases to meet the standards required to be met by a Trustee hereunder at the time of its appointment; and

(v) comply with all requirements of the Code with respect to the withholding from any payments made by it on any Notes of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewith.

An institution succeeding to the corporate agency business of the Paying Agent shall continue to be the Paying Agent without the execution or filing of any paper or any further act on the part of the Trustee or such Paying Agent.

(c) Subject to the terms of any Enhancement Agreement and all applicable laws with respect to escheat of funds, any money held by the Trustee or any Paying Agent or a Clearing Agency or a Foreign Clearing Agency in trust for the payment of any amount due with respect to any Note and remaining unclaimed for two (2) years after such amount has become

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due and payable shall be discharged from such trust and be paid to the order of the Issuers on Company Request. The Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Issuers (and not to any Financial Insurance Provider) for payment thereof (but only to the extent of the amounts so paid to any Issuer), and all liability of the Trustee, such Paying Agent, such Clearing Agency, such Foreign Clearing Agency or any Financial Insurance Provider with respect to such trust money shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Issuers cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in New York City, and in a newspaper customarily published on each Business Day and of general circulation in London, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than thirty (30) days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Issuers. The Trustee may also adopt and employ, at the expense of the Issuers, any other reasonable means of notification of such repayment.

Section 2.8. Noteholder List. The Trustee will furnish or cause to be furnished by the Registrar to any Issuer, any Financial Insurance Provider or the Paying Agent, within five (5) Business Days after receipt by the Trustee of a request therefor from such Issuer, Financial Insurance Provider or the Paying Agent, respectively, in writing, a list in such form as such Issuer, Financial Insurance Provider or the Paying Agent may reasonably require, of the names and addresses of the Noteholders as of the most recent Record Date for payments to such Noteholders. Unless otherwise provided in the applicable Series Supplement, Holders of Notes of any Series having an aggregate principal amount aggregating not less than 10% of the Aggregate Note Balance of such Series (the “Applicants”) may apply in writing to the Trustee, and if such application states that the Applicants desire to communicate with other Noteholders with respect to their rights under the Indenture or under the Notes and is accompanied by a copy of the communication which such Applicants propose to transmit, then the Trustee, after having been adequately indemnified by such Applicants for its costs and expenses, shall afford or shall cause the Registrar to afford such Applicants access during normal business hours to the most recent list of Noteholders held by the Trustee and shall give the Issuers notice that such request has been made, within five (5) Business Days after the receipt of such application. Such list shall be as of a date no more than forty-five (45) days prior to the date of receipt of such Applicants’ request. Every Noteholder, by receiving and holding a Note, agrees with the Trustee that neither the Trustee nor the Registrar shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Noteholders hereunder, regardless of the source from which such information was obtained.

The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of the Noteholders. If the Trustee is not the Registrar, the Issuers shall furnish, or cause to be furnished, to the Trustee at least seven (7) Business Days before each Payment Date (or such shorter period as is acceptable to the Trustee) and at such other time as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of the Noteholders.

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Section 2.9. Persons Deemed Owners. Prior to due presentation of a Note for registration of transfer, the Trustee, the Paying Agent, any Financial Insurance Provider and the Registrar may treat the Person in whose name any Note is registered as the owner of such Note for the purpose of receiving payments pursuant to the Indenture and for all other purposes whatsoever, and none of the Trustee, the Paying Agent, any Financial Insurance Provider or the Registrar shall be affected by any notice to the contrary.

Section 2.10. Replacement Notes. (a) If (i) any mutilated Note is surrendered to the Trustee, or the Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note, and (ii) there is delivered to the Trustee and any Financial Insurance Provider such security or indemnity as may be required by each of them to hold the Issuers, such Financial Insurance Provider and the Trustee harmless then, in the absence of notice to the Issuers, the Registrar, any Financial Insurance Provider or the Trustee that such Note has been acquired by a protected purchaser (within the meaning of Section 8-303 of the New York UCC), and provided that the requirements of Section 8-405 of the New York UCC (which generally permit the Issuers to impose reasonable requirements) are met, each Issuer shall execute and upon its request the Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note of like tenor and aggregate principal amount; provided, however, that if any such destroyed, lost or stolen Note, but not a mutilated Note, shall have become or within seven (7) days shall be due and payable or shall have been called for redemption, instead of issuing a replacement Note, the Issuers may pay such destroyed, lost or stolen Note when so due or payable without surrender thereof. If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen Note pursuant to the proviso to the preceding sentence, a protected purchaser (within the meaning of Section 8-303 of the New York UCC) of the original Note in lieu of which such replacement Note was issued presents for payment such original Note, the Issuers and the Trustee shall be entitled to recover such replacement Note (or such payment) from the Person to whom it was delivered or any Person taking such replacement Note from such Person to whom such replacement Note was delivered or any assignee of such Person, except a protected purchaser, and the Issuers, the Trustee and any Financial Insurance Provider shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Issuers, the Trustee or such Financial Insurance Provider in connection therewith.

(b) Upon the issuance of any replacement Note under this Section 2.10, the Issuers may require the payment by the Holder of such Note of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the fees and expenses of the Trustee) connected therewith.

(c) Every replacement Note issued pursuant to this Section 2.10 in replacement of any mutilated, destroyed, lost or stolen Note shall be entitled to all the benefits of the Indenture equally and proportionately with any and all other Notes duly issued hereunder.

(d) The provisions of this Section 2.10 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.

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Section 2.11. Treasury Notes. In determining whether the Noteholders of the required Aggregate Note Balance of Notes have concurred in any direction, waiver or consent, Notes owned either beneficially or of record by any Issuer or any Affiliate of any Issuer shall be considered as though they are not Outstanding, except that for the purpose of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes of which the Trustee has actual knowledge or has received written notice of such ownership shall be so disregarded. Absent actual knowledge by, or written notice to, the Trustee of such ownership, the Trustee shall not be deemed to have knowledge of the identity of the individual beneficial owners of the Notes. The Issuers will notify the Trustee of any Notes owned or pledged to the Issuers or any of their Affiliates promptly upon the acquisition thereof or the creation of such pledge.

Section 2.12. Temporary Notes. (a) Pending the preparation of Definitive Notes issued under Section 2.16, the Issuers may prepare and the Trustee, upon receipt of a Company Order, shall authenticate and deliver temporary Notes of such Series. Temporary Notes shall be substantially in the form of Definitive Notes of like Series but may have variations that are not inconsistent with the terms of the Indenture as the officers executing such Notes may determine, as evidenced by their execution of such Notes.

(b) If temporary Notes are issued pursuant to Section 2.12(a) above, the Issuers will cause Definitive Notes to be prepared without unreasonable delay. After the preparation of Definitive Notes, the temporary Notes shall be exchangeable for Definitive Notes upon surrender of the temporary Notes at the office or agency of the Issuers to be maintained as provided in Section 8.2, without charge to the Noteholder. Upon surrender for cancellation of any one or more temporary Notes, each Issuer shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of Definitive Notes of authorized denominations. Until so exchanged, the temporary Notes shall in all respects be entitled to the same benefits under the Indenture as Definitive Notes.

Section 2.13. Cancellation. Each Issuer may at any time deliver to the Trustee for cancellation any Notes previously authenticated and delivered hereunder which such Issuer may have acquired in any manner whatsoever, and all Notes so delivered shall be promptly cancelled by the Trustee. The Registrar and the Paying Agent shall forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment. The Trustee shall cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation. The Issuers may not issue new Notes to replace Notes that they have redeemed or paid or that have been delivered to the Trustee for cancellation. All cancelled Notes held by the Trustee shall be disposed of in accordance with the Trustee’s standard disposition procedures unless by a written order, signed by two Authorized Officers and received by the Trustee in a timely fashion, the Issuers shall direct that cancelled Notes be returned to them.

Section 2.14. Principal and Interest. (a) The principal of each Series of Notes shall be payable at the times and in the amount set forth in the applicable Series Supplement and in accordance with Section 6.1.

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(b) Each Series of Notes shall accrue interest as provided in the applicable Series Supplement and such interest shall be payable on each Payment Date for such Series in accordance with Section 6.1 and the applicable Series Supplement.

(c) Except as provided in the following sentence, the Person in whose name any Note is registered at the close of business on any Record Date with respect to a Payment Date for such Note shall be entitled to receive the principal and interest payable on such Payment Date notwithstanding the cancellation of such Note upon any registration of transfer, exchange or substitution of such Note subsequent to such Record Date. Any interest payable at maturity shall be paid to the Person to whom the principal of such Note is payable.

(d) If the Issuers default in the payment of interest on the Notes of any Series, such interest, to the extent paid on any date that is more than five (5) Business Days after the applicable due date, shall, at the option of the Issuers (and, so long as a Financial Insurance Provider is the Controlling Party, with the consent of the Controlling Party), cease to be payable to the Persons who were Noteholders of such Series at the applicable Record Date (unless the Financial Insurance Provider, if any, has made payment thereof to the Noteholders) and the Issuers shall pay the defaulted interest in any lawful manner, plus, to the extent lawful, interest payable on the defaulted interest, to the Persons who are Noteholders of such Series on a subsequent special record date which date shall be at least five (5) Business Days prior to the payment date, at the rate provided in the Indenture and in the Notes of such Series. The Issuers shall fix or cause to be fixed each such special record date and payment date, and at least fifteen (15) days before the special record date. The Issuers (or the Trustee, in the name of and at the expense of the Issuers) shall mail to Noteholders of such Series a notice that states the special record date, the related payment date and the amount of such interest to be paid.

Section 2.15. Book-Entry Notes. (a) Unless otherwise provided in any applicable Series Supplement, the Notes of each Series, upon original issuance, shall be issued in the form of one or more Global Notes representing the Book-Entry Notes, to be delivered to the depository specified in such Series Supplement (the “Depository”) which shall be the Clearing Agency or the Foreign Clearing Agency, on behalf of such Series. The Notes of each Series shall, unless otherwise provided in the applicable Series Supplement, initially be registered on the Note Register in the name of the Clearing Agency, the Foreign Clearing Agency, the nominee of the Clearing Agency or the nominee of the Foreign Clearing Agency. No Note Owner will receive a definitive note representing such Note Owner’s interest in the related Series of Notes, except as provided in Section 2.16. Unless and until definitive, fully registered Notes (“Definitive Notes”) of any Series have been issued to Note Owners pursuant to Section 2.16:

(i) the provisions of this Section 2.15 shall be in full force and effect with respect to such Series:

(ii) the Paying Agent, the Registrar, any Financial Insurance Provider and the Trustee may deal with the Clearing Agency or the Foreign Clearing Agency and the applicable Clearing Agency Participants for all purposes of the Indenture (including the making of payments on the Notes and the giving of instructions or directions hereunder) as the authorized representatives of the Note Owners;

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(iii) to the extent that the provisions of this Section 2.15 conflict with any other provisions of the Indenture, the provisions of this Section 2.15 shall control;

(iv) subject to the rights of the Controlling Party under the Indenture, whenever the Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding principal amount of the Notes, the applicable Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or their related Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Trustee; and

(v) subject to the rights of the Controlling Party under the Indenture, the rights of Note Owners of each such Series shall be exercised only through the applicable Clearing Agency or Foreign Clearing Agency and their related Clearing Agency Participants and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency or Foreign Clearing Agency and/or the Clearing Agency Participants, and all references in the Indenture to actions by the Noteholders shall refer to actions taken by the Clearing Agency or the Foreign Clearing Agency upon instructions from the Clearing Agency Participants, and all references in the Indenture to distributions, notices, reports and statements to the Noteholders shall refer to distributions, notices, reports and statements to the Clearing Agency or the Foreign Clearing Agency, as registered holder of the Notes of such Series for distribution to the Note Owners in accordance with the procedures of the Clearing Agency or Foreign Clearing Agency. Unless and until Definitive Notes of such Series are issued pursuant to Section 2.16, the applicable Clearing Agencies will make book-entry transfers among their related Clearing Agency Participants and receive and transmit payments of principal and interest on the Notes to such Clearing Agency Participants.

Section 2.16. Definitive Notes. If (i) (A) the Issuers advise the Trustee in writing that the Clearing Agency or the Foreign Clearing Agency is no longer willing or able to discharge properly its responsibilities as Depository, and (B) the Trustee or the Issuers are unable to locate a qualified successor, (ii) the Issuers, at their option, advise the Trustee in writing that they elect to terminate the book-entry system through the Clearing Agency or Foreign Clearing Agency with respect to any Series or (iii) after the occurrence of an Event of Default, Note Owners of more than 50% of the Aggregate Note Balance of a Series of Notes advise the Trustee and the applicable Clearing Agency or the Foreign Clearing Agency through the applicable Clearing Agency Participants in writing that the continuation of a book-entry system through the applicable Clearing Agency or Foreign Clearing Agency is no longer in the best interests of such Note Owners, the Trustee shall notify all Note Owners of such Series, through the applicable Clearing Agency Participants, of the occurrence of any such event and of the availability of Definitive Notes to Note Owners of such Series requesting the same. Upon surrender to the Trustee of the Notes of such Series by the applicable Clearing Agency or Foreign Clearing Agency, accompanied by registration instructions from the applicable Clearing Agency or Foreign Clearing Agency for registration, each Issuer shall execute and the Trustee shall authenticate and (if the Registrar is different than the Trustee, then the Registrar shall) deliver the Definitive Notes in accordance with the instructions of the Clearing Agency. Neither the Issuers

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nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes of such Series all references herein to obligations imposed upon or to be performed by the applicable Clearing Agency or Foreign Clearing Agency shall be deemed to be imposed upon and performed by the Trustee, to the extent applicable with respect to such Definitive Notes, and the Trustee shall recognize the Holders of the Definitive Notes of such Series as Noteholders of such Series hereunder.

Section 2.17. Tax Treatment. The Issuers have structured the Indenture and the Notes have been (or will be) issued with the intention that the Notes will qualify under applicable tax law as indebtedness of the Issuers and any entity acquiring any direct or indirect interest in any Note by acceptance of its Notes (or, in the case of a Note Owner, by virtue of such Note Owner’s acquisition of a beneficial interest therein) agrees to treat the Notes (or beneficial interests therein) for purposes of federal, state and local and income or franchise taxes and any other tax imposed on or measured by income, as indebtedness of the Issuers. Each Noteholder agrees that it will cause any Note Owner acquiring an interest in a Note through it to comply with the Indenture as to treatment as indebtedness for such tax purposes.

Section 2.18. CUSIP Numbers. The Issuers may use “CUSIP” numbers in respect of any Series of Notes (if then generally in use), and, if so, the Trustee shall use “CUSIP” numbers in notices of redemption in respect of such Series of Notes as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Notes of such Series or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Notes of such Series, and any such redemption shall not be affected by any defect in or omission of such numbers. The Issuers will promptly notify the Trustee in writing of any change in any such “CUSIP” numbers.

ARTICLE 3.

SECURITY

Section 3.1. Grant of Security Interest

. (a) To secure the Issuer Obligations, USF hereby pledges, assigns, conveys, delivers, transfers and sets over to the Trustee, for the benefit of the Noteholders and, to the extent provided in any Series Supplement, any Enhancement Providers (including any Financial Insurance Provider) and any counterparty to an interest rate swap agreement with respect to the Notes (collectively, the “Secured Parties”), and hereby grants to the Trustee, for the benefit of the Secured Parties, a security interest in, all of USF’s right, title and interest in, to and under all of the following property whether now or hereafter existing, acquired or created (all of the foregoing being referred to as the “USF Collateral”):

(i) each Collateral Agreement to which it is a party, including all monies due and to become due to USF under or in connection with such Collateral Agreements, whether payable as distributions, fees, expenses, costs, indemnities, insurance recoveries, damages for the breach of any of the Collateral Agreements or otherwise, all security for amounts payable thereunder and all rights, remedies, powers, privileges and claims of USF (but not its obligations) against any party under or with respect to the Collateral

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Agreements (whether arising pursuant to the terms of such Collateral Agreements or otherwise available to USF at law or in equity), the right to enforce any of such Collateral Agreements and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to such Collateral Agreements or the obligations of any party thereunder;

(ii) the Cargo Van/Pick-Up Truck SPV Membership Interests, including all rights of USF as a Member under each Cargo Van/Pick-Up Truck SPV Limited Liability Company Agreement, including all moneys and other property distributable thereunder to USF and all rights, remedies, powers, privileges and claims of USF against any other party under or with respect to each Cargo Van/Pick-Up Truck SPV Limited Liability Company Agreement (whether arising pursuant to the terms of such Cargo Van/Pick-Up Truck SPV Limited Liability Company Agreement or otherwise available to USF at law or in equity), the right to enforce each Cargo Van/Pick-Up Truck SPV Limited Liability Company Agreement and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to each Cargo Van/Pick-Up Truck SPV Limited Liability Company Agreement;

(iii) the Cargo Van/Pick-Up Truck Collection Account, all monies on deposit from time to time in the Cargo Van/Pick-Up Truck Collection Account and all Proceeds thereof;

(iv) the Cargo Van/Pick-Up Truck Purchase Account, all monies on deposit from time to time in the Cargo Van/Pick-Up Truck Purchase Account and all Proceeds thereof;

(v) each Series Account, all monies on deposit from time to time in such Series Account and all Proceeds thereof;

(vi) all Investment Property credited to the Issuer Accounts;

(vii) all additional property that may from time to time hereafter (pursuant to the terms of any Series Supplement or otherwise) be subjected to the grant and pledge hereof by USF or by anyone on its behalf; and

(viii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing.

(b) To secure the Issuer Obligations, each Cargo Van/Pick-Up Truck SPV hereby pledges, assigns, conveys, delivers, transfers and sets over to the Trustee, for the benefit of the Secured Parties, and hereby grants to the Trustee, for the benefit of the Secured Parties, a security interest in, all of such Cargo Van/Pick-Up Truck SPV’s right, title and interest in, to and under all of the following property whether now or hereafter existing, acquired or created (all of the foregoing being referred to as the “Cargo Van/Pick-Up Truck SPV Collateral” and, together with the USF Collateral, the “Collateral”):

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(i) all vans and pick-up trucks owned by such Cargo Van/Pick-Up Truck SPV, and all Certificates of Title with respect thereto;

(ii) all payments under insurance policies or any warranty payable by reason of loss or damage to, or otherwise with respect to, any of the vans or pick-up trucks owned by such Cargo Van/Pick-Up Truck SPV;

(iii) all proceeds from the sale or other disposition of any van or pick-up truck owned by such Cargo Van/Pick-Up Truck SPV, including all monies due in respect of any van or pick-up truck under the SPV Fleet Owner Agreement;

(iv) the SPV Fleet Owner Agreement and any collateral pledged to such Cargo Van/Pick-Up Truck SPV (including the rights of the Fleet Manager under the Rental Company Contracts to the extent so pledged under the SPV Fleet Owner Agreement) to secure the Fleet Manager’s obligations thereunder including all payments due to such Cargo Van/Pick-Up Truck SPV under the SPV Fleet Owner Agreement, including all Weekly Fleet Owner Payments, Monthly Fleet Owner Payments and Monthly Advances, in each case allocable to the Cargo Vans or Pick-Up Trucks, as applicable, owned by such Cargo Van/Pick-Up Truck SPV, and all rights, remedies, powers, privileges and claims of such Cargo Van/Pick-Up Truck SPV (but not its obligations) against any other party under or with respect to the SPV Fleet Owner Agreement (whether arising pursuant to the terms of the SPV Fleet Owner Agreement or any other agreements or otherwise available to the Cargo Van/Pick-Up Truck SPV at law or in equity), the right to enforce the SPV Fleet Owner Agreement, any Rental Company Contract (to the extent so pledged under the SPV Fleet Owner Agreement) or any other agreement and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to the SPV Fleet Owner Agreement, any Rental Company Contract (with respect to any Rental Company Contract, to the extent so pledged in the SPV Fleet Owner Agreement) or any other agreement or the obligations of any party thereunder;

(v) each other Collateral Agreement to which such Cargo Van/Pick-Up Truck SPV is a party, including all monies due and to become due to such Cargo Van/Pick-Up Truck SPV under or in connection with such Collateral Agreements, whether payable as distributions, fees, expenses, costs, indemnities, insurance recoveries, damages for the breach of any of the Collateral Agreements or otherwise, all security for amounts payable thereunder and all rights, remedies, powers, privileges and claims of such Cargo Van/Pick-Up Truck SPV against any party under or with respect to such Collateral Agreements (whether arising pursuant to the terms of such Collateral Agreements or otherwise available to such Cargo Van/Pick-Up Truck SPV at law or in equity), the right to enforce any of such Collateral Agreements and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to such Collateral Agreements or the obligations of any party thereunder;

(vi) the Cargo Van/Pick-Up Truck Collection Account, all monies on deposit from time to time in the Cargo Van/Pick-Up Truck Collection Account and all Proceeds thereof;

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(vii) the Cargo Van/Pick-Up Truck Purchase Account, all monies on deposit from time to time in the Cargo Van/Pick-Up Truck Purchase Account and all Proceeds thereof;

(viii) each Series Account, all monies on deposit from time to time in such Series Account and all Proceeds thereof;

(ix) all Investment Property credited to the Issuer Accounts;

(x) all additional property that may from time to time hereafter (pursuant to the terms of any Series Supplement or otherwise) be subjected to the grant and pledge hereof by such Cargo Van/Pick-Up Truck SPV or by anyone on its behalf;

(xi) all other assets of each Cargo Van/Pick-Up Truck SPV now owned or at any time hereafter acquired by such Cargo Van/Pick-Up Truck SPV, including all of the following (each as defined in the New York UCC): all accounts, chattel paper, deposit accounts, documents, general intangibles, goods, instruments (including non-cash proceeds notes), securities accounts and other investment property, commercial tort claims, letter-of-credit rights, letters of credit and money; and

(xii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing.

(c) Each of the foregoing grants is made in trust to secure the Issuer Obligations and to secure compliance with the provisions of this Base Indenture and any Series Supplement, all as provided in the Indenture and the Related Documents. The Trustee, as Trustee on behalf of the Secured Parties, acknowledges such grants, accepts the trusts under this Base Indenture in accordance with the provisions of the Indenture and, subject to Sections 11.1 and 11.2, agrees to perform its duties required in the Indenture to the best of its abilities to the end that the interests of the Secured Parties may be adequately and effectively protected. The Collateral shall secure the Notes equally and ratably without prejudice, priority or distinction.

(d) Each Cargo Van/Pick-Up Truck SPV shall take, or shall cause to be taken, such action as shall be necessary to ensure that the Lien of the Trustee on each Cargo Van or Pick-Up Truck, as applicable, owned by such Cargo Van/Pick-Up Truck SPV (whether owned as of the Effective Date or acquired thereafter) is duly noted on the Certificate of Title for such Cargo Van or Pick-Up Truck in accordance with all applicable laws and regulations no later than the In-Service Date with respect to such Cargo Van or Pick-Up Truck. The original Certificates of Title shall be held by the Administrator pursuant to, and in accordance with, the Administration Agreement. The Administrator, or its agent, shall hold such titles as agent for each Cargo Van/Pick-Up Truck SPV, in trust for the benefit of the Secured Parties and the Trustee.

(e) Each Issuer hereby irrevocably authorizes the Trustee, at any time, and from time to time, to file or cause to be filed in any filing office in any jurisdiction any initial UCC financing statements and amendments thereto that (a) indicate the Lien of the Trustee on the Collateral, regardless of whether any particular asset comprised in the Collateral falls within

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the scope of Article 9 of the UCC, and (b) provide any other information required for the sufficiency or filing office acceptance of any UCC financing statement or amendment. Each Issuer agrees to furnish any such information to the Trustee promptly upon the Trustee’s request. Each Issuer also ratifies its authorization for the Trustee to have filed or caused to be filed in any UCC jurisdiction any like initial UCC financing statements or amendments thereto if filed prior to the date hereof. The Trustee shall have no obligation to file or cause to be filed any UCC financing statement or continuation statement unless it is directed to do so by an Issuer or the Controlling Party and it is provided with the UCC financing statement in form for filing.

Section 3.2. Certain Rights and Obligations of the Issuers Unaffected. (a) The grant of the security interest in the Collateral to the Trustee on behalf of the Secured Parties shall not (i) relieve any Issuer from the performance of any term, covenant, condition or agreement on such Issuer’s part to be performed or observed under or in connection with any of the Collateral Agreements or (ii) impose any obligation on the Trustee or any of the Secured Parties to perform or observe any such term, covenant, condition or agreement on any Issuer’s part to be so performed or observed or impose any liability on the Trustee or any of the Secured Parties for any act or omission on the part of any Issuer or from any breach of any representation or warranty on the part of any Issuer.

(b) Each Issuer hereby agrees, jointly and severally, to indemnify and hold harmless the Trustee and each Secured Party (including, in each case, their respective directors, officers, employees and agents) from and against any and all losses, liabilities (including liabilities for penalties), claims, demands, actions, suits, judgments, reasonable out-of-pocket costs and expenses arising out of or resulting from the security interest granted hereby, whether arising by virtue of any act or omission on the part of any Issuer or otherwise, including the reasonable out-of-pocket costs, expenses, and disbursements (including reasonable attorneys’ fees and expenses) incurred by the Trustee and any Secured Party in enforcing the Indenture or preserving any of their respective rights to, or realizing upon, any of the Collateral; provided, however, the foregoing indemnification shall not extend to any action by the Trustee or a Secured Party which constitutes bad faith, negligence or willful misconduct by the Trustee, such Secured Party or any other indemnified person hereunder. The indemnification provided for in this Section 3.2 shall survive the removal of, or a resignation by, such Person as Trustee as well as the termination of the Indenture or any Series Supplement.

Section 3.3. Performance of Collateral Agreements. Upon the occurrence of a default or breach by any Person party to a Collateral Agreement, promptly following a request from the Trustee to do so and at the Issuers’ expense, each Issuer agrees to take all such lawful action as permitted under the Indenture as the Trustee may reasonably request to compel or secure the performance and observance by the Administrator, the Nominee Titleholder, the Fleet Manager or any other party to any Collateral Agreement of its obligations to such Issuer, in each case in accordance with the applicable terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to such Issuer to the extent and in the manner directed by the Trustee, including the transmission of notices of default and the institution of legal or administrative actions or proceedings to compel or secure performance by any party to any Collateral Agreement, of its obligations thereunder. If (i) any Issuer shall have failed, within thirty (30) days of receiving the direction of the Trustee, to take commercially reasonable action to accomplish such directions of the Trustee, (ii) any Issuer refuses to take any such action, or

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(iii) the Trustee reasonably determines that such action must be taken immediately, the Trustee may take such previously directed action and any related action permitted under the Indenture which the Trustee thereafter determines is appropriate (without the need under this provision or any other provision under the Indenture to direct the applicable Issuer to take such action). Any such action shall be without prejudice to any right to claim an Event of Default under the Indenture and any right to proceed thereafter as provided in Article IX. Except as otherwise expressly provided herein, the Trustee may demand payment or delivery of, and shall receive and collect, directly and without intervention or assistance of any fiscal agent or other intermediary, all money and other property payable to or receivable by the Trustee pursuant to the Indenture. The Trustee shall apply all such money received by it as provided in the Indenture and the other Related Documents. Notwithstanding anything herein to the contrary, so long as a Financial Insurance Provider is the Controlling Party, the Trustee may only act under this Section 3.3 with the consent of, and shall act at the direction of, the Controlling Party.

Section 3.4. Release of Collateral. (a) From and after the date on which the Fleet Manager or the applicable Cargo Van/Pick-Up Truck SPV receives the Disposition Proceeds from the sale of a Cargo Van or Pick-Up Truck permitted in accordance with Section IV of the SPV Fleet Owner Agreement, such Cargo Van or Pick-Up Truck and the Certificate of Title therefor shall be automatically released from the Lien of this Base Indenture, and the Trustee shall execute such documents and instruments as such Cargo Van/Pick-Up Truck SPV may reasonably request (including the power of attorney of the Trustee executed on the Effective Date pursuant to Section 6.1(g) of the Administration Agreement appointing the Administrator to act as the agent of the Trustee in releasing the Lien of the Trustee on Cargo Van and Pick-Up Trucks sold pursuant to the provisions of this Section 3.4(a)), at such Cargo Van/Pick-Up Truck SPV’s expense, to evidence and/or accomplish such release.

(b) The Trustee shall, at such time as (i) there is no Note Outstanding and no other Issuer Obligations owed to any Person and (ii) any Financial Insurance Provider has been released from its obligations under any Enhancement Agreement (other than in respect of any preference payments in respect of which such Financial Insurance Provider is obligated under its Financial Insurance Policy), release any remaining portion of the Collateral from the Lien of the Indenture and release to the Issuers any funds then on deposit in the Cargo Van/Pick-Up Truck Collection Account, the Cargo Van/Pick-Up Truck Purchase Account and any Series Accounts. The Trustee shall release property from the Lien of the Indenture pursuant to this Section 3.4(b) only upon receipt of a Company Order accompanied by an Officer’s Certificate meeting the applicable requirements of Section 14.3.

Section 3.5. Stamp, Other Similar Taxes and Filing Fees. Each Issuer, jointly and severally, shall indemnify and hold harmless the Trustee, any Financial Insurance Provider and each Noteholder from any present or future claim for liability for any stamp or other similar tax and any penalties or interest with respect thereto, that may be assessed, levied or collected by any jurisdiction in connection with the Indenture or any Collateral. The Issuers shall pay (or to the extent incurred by the Trustee or any Financial Insurance Provider, reimburse the Trustee and such Financial Insurance Provider) for, any and all amounts in respect of, all search, filing, recording and registration fees, taxes, excise taxes and other similar imposts that may be payable or determined to be payable in respect of the execution, delivery, performance and/or enforcement of the Indenture.

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ARTICLE 4.

REPORTS

Section 4.1. Agreement of the Issuers to Provide Reports and Instructions.

(a) Reports and Certificates. Promptly following delivery to the Issuers, the Issuers shall forward, or cause to be forwarded, to the Trustee and any Financial Insurance Provider copies of all reports, certificates, information or other materials delivered to any Issuer pursuant to any Collateral Agreement.

(b) Monthly Report. On each Determination Date, the Issuers shall forward, or cause to be forwarded, to the Trustee, the Paying Agent and any Enhancement Provider, an Officer’s Certificate of each of the Issuers containing the information required by Exhibit A to this Base Indenture (each, a “Monthly Report”).

(c) Monthly Noteholders’ Statement. On or before each Determination Date, the Issuers shall furnish, or cause to be furnished, to the Trustee and any Financial Insurance Provider a Monthly Noteholders’ Statement substantially in the form provided in the applicable Series Supplement.

(d) Instructions as to Withdrawals and Payments. The Issuers will furnish, or cause to be furnished, to the Trustee or the Paying Agent, as applicable, with a copy to any Financial Insurance Provider, written instructions to make withdrawals and payments from the Cargo Van/Pick-Up Truck Collection Account, the Cargo Van/Pick-Up Truck Purchase Account and any Series Accounts and to make drawings under any Enhancement in accordance with the requirements of the Indenture. The Trustee and the Paying Agent shall promptly follow any such written instructions.

Section 4.2. Administrator. Pursuant to the Administration Agreement, the Administrator has agreed to provide certain reports, instructions and other services on behalf of the Issuers. The Noteholders by their acceptance of the Notes consent to the provision of such reports by the Administrator in lieu of the Trustee or the Issuers.

Section 4.3. Reports to Noteholders. The Trustee shall make each Monthly Noteholders’ Statement available on or prior to each Payment Date to each Noteholder, with a copy to the Rating Agencies and any Enhancement Provider, in the method set forth in the applicable Series Supplement.

Section 4.4. Annual Noteholders’ Tax Statement. Unless otherwise specified in the applicable Series Supplement, on or before January 31 of each calendar year, beginning with calendar year 2008, the Paying Agent shall furnish to each Person who at any time during the preceding calendar year was a Noteholder a statement prepared by the Issuers containing the information which is required to be contained in the Monthly Noteholders’ Statements with respect to the Notes held by such Noteholder aggregated for such calendar year or the applicable portion thereof during which such Person was a Noteholder, together with such other customary information (consistent with the treatment of the Notes as debt) as the Issuers deem necessary or desirable to enable the Noteholders to prepare their tax returns with respect to their investment in

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the Notes (each such statement, an “Annual Noteholders’ Tax Statement”). Such obligations of the Issuers to prepare and the Paying Agent to distribute the Annual Noteholders’ Tax Statement shall be deemed to have been satisfied to the extent that substantially comparable information shall be provided by the Paying Agent pursuant to any requirements of the Code as from time to time in effect.

Section 4.5. Rule 144A Information. For so long as any of the Notes are “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, the Issuers agree to provide to any Noteholder or Note Owner and to any prospective purchaser of Notes designated by such Noteholder or Note Owner upon the request of such Noteholder or Note Owner or prospective purchaser, any information required to be provided to such holder or prospective purchaser to satisfy the conditions set forth in Rule 144A(d)(4) under the Securities Act.

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ARTICLE 5.

ALLOCATION AND APPLICATION OF COLLECTIONS

Section 5.1. Issuer Accounts.

(a) Establishment of the Cargo Van/Pick-Up Truck Collection Account. On or prior to the Effective Date, the Issuers, the Cargo Van/Pick-Up Truck Collection Account Securities Intermediary and the Trustee shall have entered into the Cargo Van/Pick-Up Truck Collection Account Control Agreement pursuant to which the Cargo Van/Pick-Up Truck Collection Account shall be established and maintained for the benefit of the Secured Parties. If at any time the Cargo Van/Pick-Up Truck Collection Account is no longer an Eligible Deposit Account, the Trustee shall, within five (5) Business Days, notify the Issuers and any Financial Insurance Provider and cause the Cargo Van/Pick-Up Truck Collection Account to be moved to a Qualified Institution or a Qualified Trust Institution and cause the depositary maintaining the new Cargo Van/Pick-Up Truck Collection Account to assume the obligations of the existing Cargo Van/Pick-Up Truck Collection Account Securities Intermediary under the Cargo Van/Pick-Up Truck Collection Account Control Agreement.

(b) Administration of the Cargo Van/Pick-Up Truck Collection Account. All amounts held in the Cargo Van/Pick-Up Truck Collection Account shall be invested in accordance with the Cargo Van/Pick-Up Truck Collection Account Control Agreement 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 dates specified in any Series Supplement. In the absence of written investment instructions hereunder, funds on deposit in the Cargo Van/Pick-Up Truck Collection Account shall be invested at the written direction of the Controlling Party, or if the Controlling Party gives no such direction, shall remain uninvested. USF shall not direct the disposal of any Permitted Investments prior to the maturity thereof to the extent such disposal would result in a loss of the initial purchase price of such Permitted Investment. On the Business Day immediately preceding each Payment Date, all interest and other investment earnings (net of losses and investment expenses) on Collections with respect to the Notes for such Payment Date shall be treated as Collections and applied in accordance with any Series Supplement.

(c) Establishment of the Cargo Van/Pick-Up Truck Purchase Account. On or prior to the Effective Date, the Issuers, the Cargo Van/Pick-Up Truck Purchase Account Securities Intermediary and the Trustee shall have entered into the Cargo Van/Pick-Up Truck Purchase Account Control Agreement pursuant to which the Cargo Van/Pick-Up Truck Purchase Account shall be established and maintained for the benefit of the Secured Parties. If at any time the Cargo Van/Pick-Up Truck Purchase Account is no longer an Eligible Deposit Account, the Trustee shall, within five (5) Business Days, notify the Issuers and any Financial Insurance Provider and cause the Cargo Van/Pick-Up Truck Purchase Account to be moved to a Qualified Institution or a Qualified Trust Institution and cause the depositary maintaining the new Cargo Van/Pick-Up Truck Purchase Account to assume the obligations of the existing Cargo Van/Pick-Up Truck Purchase Account Securities Intermediary under the Cargo Van/Pick-Up Truck Purchase Account Control Agreement.

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(d) Administration of the Cargo Van/Pick-Up Truck Purchase Account. All amounts held in the Cargo Van/Pick-Up Truck Purchase Account shall be invested in accordance with the Cargo Van/Pick-Up Truck Purchase Account Control Agreement 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 dates specified in any Series Supplement. In the absence of written investment instructions hereunder, funds on deposit in the Cargo Van/Pick-Up Truck Purchase Account shall be invested at the written direction of the Controlling Party, or if the Controlling Party gives no such direction, shall remain uninvested. USF shall not direct the disposal of any Permitted Investments prior to the maturity thereof to the extent such disposal would result in a loss of the initial purchase price of such Permitted Investment. On the Business Day immediately preceding each Payment Date, all interest and other investment earnings (net of losses and investment expenses) on amounts on deposit in the Cargo Van/Pick-Up Truck Purchase Account during the Related Monthly Period shall be treated as Collections, deposited into the Cargo Van/Pick-Up Truck Collection Account and allocated in accordance with any Series Supplement.

(e) Establishment of Series Accounts. To the extent specified in the Series Supplement with respect to any Series of Notes, the Trustee may establish and maintain one or more Series Accounts to facilitate the proper allocation of Collections in accordance with the terms of such Series Supplement.

Section 5.2. Collections and Allocations.

(a) Collections in General. Until this Base Indenture is terminated pursuant to Section 12.1, each Issuer shall, and the Trustee is authorized to, cause all Collections due and to become due to be deposited in the following manner:

(i) all payments of Weekly Fleet Owner Payments, Monthly Fleet Owner Payments, Monthly Advances and any other payments under the SPV Fleet Owner Agreement shall be paid directly by the Fleet Manager to the Trustee for deposit into the Cargo Van/Pick-Up Truck Collection Account;

(ii) prior to the occurrence of a Rapid Amortization Event, (x) an amount of Disposition Proceeds from the sale or disposition of any Cargo Van or Pick-Up Truck equal to the Disposition Proceeds Purchase Account Amount shall be deposited directly into the Cargo Van/Pick-Up Truck Purchase Account or shall be deposited into the Cargo Van/Pick-Up Truck Purchase Account within two (2) Business Days of receipt by the Fleet Manager and (y) an amount of Disposition Proceeds for the sale or disposition of any Cargo Van or Pick-Up Truck equal to the Disposition Proceeds Collection Account Amount shall be deposited directly into the Cargo Van/Pick-Up Truck Collection Account or shall be deposited into the Cargo Van/Pick-Up Truck Collection Account within two (2) Business Days of receipt by the Fleet Manager;

(iii) following the occurrence and during the continuance of a Rapid Amortization Event, all Disposition Proceeds shall be deposited directly into the Cargo Van/Pick-Up Truck Collection Account or shall be deposited into the Cargo Van/Pick-Up

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 Truck Collection Account within two (2) Business Days of receipt by the Fleet Manager; and

(iv) all other Collections from any other source shall be either paid directly into the Cargo Van/Pick-Up Truck Collection Account at such times as such amounts are due or deposited by the Fleet Manager into the Cargo Van/Pick-Up Truck Collection Account within two (2) Business Days of receipt by the Fleet Manager.

All monies, instruments, cash and other proceeds received by the Trustee pursuant to this Base Indenture shall be immediately deposited in the Cargo Van/Pick-Up Truck Collection Account and shall be applied as provided in the applicable Series Supplement.

(b) Fleet Manager Withdrawal. On the Business Day preceding any Monthly Fleet Owner Payment Date, the Administrator may direct the Trustee in writing (with a copy to any Financial Insurance Provider) pursuant to the Administration Agreement to, and the Trustee shall, withdraw from the Cargo Van/Pick-Up Truck Collection Account and pay to the Fleet Manager on such Monthly Fleet Owner Payment Date any amount up to the Monthly Fleet Manager Excess Amount, if any, for such Monthly Fleet Owner Payment Date (any such payment, a “Fleet Manager Withdrawal”).

Section 5.3. Determination of Monthly Interest. Monthly payments of interest on each Series of Notes shall be determined, allocated and distributed in accordance with the procedures set forth in the applicable Series Supplement.

Section 5.4. Determination of Monthly Principal. Monthly payments of principal of each Series of Notes shall be determined, allocated and distributed in accordance with the procedures set forth in the applicable Series Supplement. However, all principal of or interest on any Series of Notes shall be due and payable no later than the Legal Final Maturity Date with respect to such Series.

Section 5.5. Misdirected Collections. Each Issuer agrees that if any Collections are received by such Issuer in an account other than the Cargo Van/Pick-Up Truck Collection Account or in any other manner, such monies, instruments, cash and other proceeds shall be, within one (1) Business Day of the identification of such payment, paid over to, the Trustee, with any necessary endorsement.

[THE REMAINDER OF ARTICLE 5 IS RESERVED AND MAY BE SPECIFIED IN ANY SUPPLEMENT WITH RESPECT TO ANY SERIES.]

ARTICLE 6.

DISTRIBUTIONS

Section 6.1. Distributions in General. (a) Unless otherwise specified in the applicable Series Supplement, on each Payment Date, the Paying Agent shall pay to the Noteholders of record on the preceding Record Date the amounts payable thereto hereunder by check mailed first-class postage prepaid to such Noteholder at the address for such Noteholder appearing in the Note Register except that with respect to Notes registered in the name of a

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Clearing Agency or a Foreign Clearing Agency or its nominee, such amounts shall be payable by wire transfer of immediately available funds released by the Paying Agent from the applicable Series Account no later than Noon (New York City time) on the Payment Date for credit to the account designated by such Clearing Agency or Foreign Clearing Agency or its nominee, as applicable; provided, however, that, the final principal payment due on a Note shall only be paid to the Noteholder on due presentment of such Note for cancellation in accordance with the provisions of the Note.

(b) Unless otherwise specified in the applicable Series Supplement, (i) all distributions to Noteholders of all Classes within a Series of Notes will have the same priority and (ii) in the event that on any date of determination the amount available to make payments to the Noteholders is not sufficient to pay all sums required to be paid to such Noteholders on such date, then each Class of Noteholders will receive its ratable share (based upon the aggregate amount due to such Class of Noteholders) of the aggregate amount available to be distributed in respect of the Notes.

ARTICLE 7.

REPRESENTATIONS AND WARRANTIES

Each Issuer hereby represents and warrants, for the benefit of the Trustee and the Secured Parties, as follows as of each Closing Date and as of each Funding Date:

Section 7.1. Existence and Power. Such Issuer (a) is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Nevada, (b) is duly qualified to do business as a foreign limited liability company and in good standing under the laws of each jurisdiction where the character of its property, the nature of its business or the performance of its obligations under the Related Documents make such qualification necessary, and (c) has all limited liability company powers and all governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted and for purposes of the transactions contemplated by this Base Indenture and the other Related Documents, except, in the case of clause (b), for such failures to be so qualified as could not reasonably be expected to result in a Material Adverse Effect.

Section 7.2. Limited Liability Company and Governmental Authorization. The execution, delivery and performance by such Issuer of this Base Indenture, the related Series Supplement and each other Related Document to which it is a party (a) is within such Issuer’s limited liability company powers, (b) has been duly authorized by all necessary limited liability company action, (c) requires no action by or in respect of, or filing with, any Governmental Authority which has not been obtained and (d) does not contravene, or constitute a default under, any Requirement of Law with respect to such Issuer or Contractual Obligation with respect to such Issuer or result in the creation or imposition of any Lien on any property of such Issuer, except for Permitted Liens. This Base Indenture and each of the other Related Documents to which such Issuer is a party has been executed and delivered by a duly Authorized Officer of such Issuer.

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Section 7.3. Binding Effect. This Base Indenture and each other Related Document to which such Issuer is a party is a legal, valid and binding obligation of such Issuer enforceable against such Issuer in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors’ rights generally or by general equitable principles, whether considered in a proceeding at law or in equity and by an implied covenant of good faith and fair dealing or, solely in the case of any Related Document providing for indemnification for violations of federal securities laws, public policy considerations).

Section 7.4. Financial Information; Financial Condition. All reports, certificates, information or other materials which have been or shall hereafter be furnished by such Issuer to the Trustee, any Financial Insurance Provider and the Rating Agencies pursuant to Section 4.1 do and will, to the extent applicable, present fairly the financial condition of the entities involved as of the dates thereof and the results of their operations for the periods covered thereby.

Section 7.5. Litigation. There is no action, suit or proceeding pending against or, to the knowledge of such Issuer, threatened against or affecting such Issuer before any court or arbitrator or any Governmental Authority that could materially adversely affect the financial position, results of operations, business, properties, performance, prospects or condition (financial or otherwise) of such Issuer or which could reasonably be expected to result in a Material Adverse Effect.

Section 7.6. No ERISA Plan. Such Issuer has not established and does not maintain or contribute to any Pension Plan and will not do so as long as any Notes are Outstanding.

Section 7.7. Tax Filings and Expenses. Such Issuer has filed all federal, state and local tax returns and all other tax returns which, to the knowledge of such Issuer, are required to be filed by it (whether informational returns or not), and has paid all taxes due, if any, pursuant to said returns or pursuant to any assessment received by such Issuer, except such taxes, if any, as are being contested in good faith and for which adequate reserves have been set aside on its books and are being maintained in accordance with GAAP. Such Issuer has not received in writing any proposed tax assessment. Such Issuer has paid all fees and expenses required to be paid by it in connection with the conduct of its business, the maintenance of its existence and its qualification as a foreign limited liability company authorized to do business in each state in which it is required to so qualify, except where the failure to pay any such fees and expenses is not reasonably likely to have a Material Adverse Effect.

Section 7.8. Disclosure. All certificates, reports, statements, documents and other information furnished to the Trustee or any Financial Insurance Provider by or on behalf of such Issuer pursuant to any provision of this Base Indenture or any Related Document, or in connection with or pursuant to any amendment or modification of, or waiver under, this Base Indenture or any Related Document, were, at the time the same were so furnished, complete and correct to the extent necessary to give the Trustee or such Financial Insurance Provider (when taken together with all other information furnished to the Trustee prior thereto or contemporaneously therewith by or on behalf of such Issuer) true and accurate knowledge of the subject matter thereof in all material respects, and the furnishing of the same to the Trustee or

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such Financial Insurance Provider shall constitute a representation and warranty by such Issuer made on the date the same are furnished to the Trustee or such Financial Insurance Provider to the effect specified in this Section 7.8.

Section 7.9. Investment Company Act; Securities Act. Such Issuer is not, and is not controlled by, an “investment company” within the meaning of, and is not required to register as an “investment company” under, the Investment Company Act.

Section 7.10. Regulations T, U and X. The proceeds of the Notes will not be used to purchase or carry any “margin stock” (as defined or used in the regulations of the Board of Governors of the Federal Reserve System, including Regulations T, U and X thereof). Such Issuer is not engaged in the business of extending credit for the purpose of purchasing or carrying any margin stock.

Section 7.11. No Consent. No consent, action by or in respect of, approval or other authorization of, or registration, declaration or filing with, any Governmental Authority or other Person is required for the valid execution and delivery by such Issuer of this Base Indenture or any Series Supplement or other Related Document to which it is a party, or for the performance of the obligations of such Issuer hereunder or thereunder other than such consents, approvals, authorizations, registrations, declarations or filings as shall have been obtained by such Issuer prior to the Closing Date or as contemplated in Section 7.14.

Section 7.12. Solvency. Both before and after giving effect to the transactions contemplated by this Base Indenture and the other Related Documents, such Issuer is solvent within the meaning of the Bankruptcy Code and such Issuer is not the subject of any voluntary or involuntary case or proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy or insolvency law and no Event of Bankruptcy has occurred with respect to such Issuer.

Section 7.13. Ownership of Membership Interests. All of the issued and outstanding membership interests of such Issuer are owned by (i) RTAC, in the case of USF, or (ii) USF, in the case of each other Issuer, in each case all of which membership interests have been validly issued, are fully paid and non-assessable and are owned beneficially and of record by (x) RTAC, in the case of USF, or (y) USF, in the case of each other Issuer and, in each case, are owned free and clear of all Liens (other than Permitted Liens). USF has no subsidiaries other than (i) the Cargo Van/Pick-Up Truck SPVs and (ii) any Permitted Note Issuance SPVs.

Section 7.14. Security Interests. (a) Such Issuer owns and has good and marketable title to the USF Collateral, in the case of USF, or the Cargo Van/Pick-Up Truck SPV Collateral pledged by such Issuer, in the case of each other Issuer, in all cases, (x) as of the Effective Date, free and clear of all Liens other than the Liens created pursuant to the Indenture, and (y) as of any other date thereafter, free and clear of all Liens other than Permitted Liens. Such Issuer’s rights under the Collateral Agreements to which it is a party constitute general intangibles or accounts under the applicable UCC. The Cargo Van/Pick-Up Truck SPV Membership Interests constitute general intangibles under the applicable UCC. This Base Indenture constitutes a valid and continuing Lien on the Collateral in favor of the Trustee on behalf of the Secured Parties, which Lien on the Collateral has been perfected and is prior to all

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other Liens (other than Permitted Liens) and is enforceable as such as against creditors of and purchasers from the Issuers in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors’ rights generally or by general equitable principles, whether considered in a proceeding at law or in equity and by an implied covenant of good faith and fair dealing. Such Issuer has received all consents and approvals required by the terms of the Collateral to the pledge of the Collateral to the Trustee.

(b) Other than the security interest granted to the Trustee hereunder, such Issuer has not pledged, assigned, sold or granted a security interest in the Collateral. As of the In-Service Date with respect to any Cargo Van or Pick-Up Truck, all action necessary to protect and perfect the Trustee’s security interest therein will have been duly and effectively taken, including the actions described in Section 3.1(d). All other action necessary, including the filing of UCC-1 financing statements, to protect and perfect the Trustee’s security interest in all Collateral other than Cargo Vans or Pick-Up Trucks has been duly and effectively taken. No security agreement, financing statement, equivalent security or lien instrument or continuation statement listing such Issuer as debtor covering all or any part of the Collateral is on file or of record in any jurisdiction, except such as may have been filed, recorded or made by such Issuer in favor of the Trustee on behalf of the Secured Parties in connection with this Base Indenture, and such Issuer has not authorized any such filing.

(c) All authorizations in the Indenture for the Trustee to endorse checks, instruments and securities and to file UCC financing statements, continuation statements, security agreements and other instruments with respect to the Collateral and to take such other actions with respect to the Collateral authorized by the Indenture are powers coupled with an interest and are irrevocable for so long as the Indenture has not been terminated in accordance with its terms.

(d) Such Issuer’s legal name is U-Haul S Fleet, LLC, in the case of USF, 2007 BE-1, LLC, in the case of Cargo Van SPV, or 2007 BP-1, LLC, in the case of Pick-Up Truck SPV, and in each case its location within the meaning of Section 9-307 of the applicable UCC is the State of Nevada.

Section 7.15. Binding Effect of Collateral Agreements. Each of the Collateral Agreements to which such Issuer is a party is in full force and effect and there are no (x) outstanding Enforcement Events, Termination Events, Potential Enforcement Events or Potential Termination Events under the SPV Fleet Owner Agreement, (y) outstanding Administrator Defaults under the Administration Agreement or (z) defaults by the Nominee Titleholder of any of its obligations or covenants under the Nominee Titleholder Agreement.

Section 7.16. Non-Existence of Other Agreements. (a) Other than as permitted by Section 8.21, Section 8.23 and Section 8.31, (i) such Issuer is not a party to any contract or agreement of any kind or nature and (ii) such Issuer is not subject to any obligations or liabilities of any kind or nature in favor of any third party, including Contingent Obligations.

(b) Such Issuer has not engaged in any activities since its formation other than (x) those incidental to its formation, the authorization and the issuance of the initial Series of

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Notes and the execution of the Related Documents to which it is a party, (y) solely in the case of USF, those incidental to the formation of any Permitted Note Issuance SPV, the authorization and issuance of any Permitted Notes and the execution of any Permitted Note Issuance Related Documents to which it is a party and (z) the performance of the activities referred to in or contemplated by such agreements.

Section 7.17. Compliance with Contractual Obligations and Laws. Such Issuer is not (i) in violation of the USF Limited Liability Agreement, in the case of USF, or its Cargo Van/Pick-Up Truck SPV Limited Liability Company Agreement, in the case of each other Issuer, (ii) in violation of any Requirement of Law with respect to such Issuer or (iii) in violation of any Contractual Obligation with respect to such Issuer.

Section 7.18. Eligible Trucks. Each Cargo Van or Pick-Up Truck, as applicable, owned by such Issuer was, on the date of acquisition thereof by such Issuer, an Eligible Truck.

Section 7.19. SPV Fleet Owner Agreement. Each Cargo Van or Pick-Up Truck, as applicable, owned by such Issuer is, and since the later of (x) the Effective Date and (y) the date of the acquisition of such Cargo Van or Pick-Up Truck by such Issuer has been, subject to the SPV Fleet Owner Agreement.

Section 7.20. No Employees. Such Issuer has no employees.

Section 7.21. Environmental Matters. Except as could not reasonably be expected to result in a Material Adverse Effect:

(a) such Issuer: (i) is in compliance with all applicable Environmental Laws, (ii) holds all Environmental Permits (each of which is in full force and effect), if any, required for any of its current operations or for any property owned, leased, or otherwise operated by it and (iii) is in compliance with all of its Environmental Permits;

(b) there is no judicial, administrative, or arbitral proceeding (including any notice of violation or alleged violation) under or relating to any Environmental Law to which such Issuer, or to the knowledge of such Issuer will be, named as a party that is pending or, to the knowledge of such Issuer, threatened;

(c) neither such Issuer nor any of its Affiliates (in the case of such Affiliates, solely with respect to assets of such Issuer) has not received any written request for information, or been notified in writing that it is a potentially responsible party under or relating to the Federal Comprehensive Environmental Response, Compensation and Liability Act or any similar Environmental Law;

(d) neither such Issuer nor any of its Affiliates (in the case of such Affiliates, solely with respect to assets of such Issuer)has not entered into or agreed to any consent decree, order, or settlement or other agreement, and is not subject to any judgment, decree, or order or other agreement, in any judicial, administrative, arbitral, or other forum for dispute resolution, in each case, that would be expected to result in ongoing obligations or costs relating to compliance with or liability under any Environmental Law; and

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(e) neither such Issuer nor any of its Affiliates (in the case of such Affiliates, solely with respect to assets of such Issuer)has not assumed or retained, by contract or conduct, any liabilities of any kind, fixed or contingent, known or unknown, under any Environmental Law.

Section 7.22. Other Representations. All representations and warranties of such Issuer made in each Related Document to which it is a party are true and correct and are repeated herein as though fully set forth herein.

ARTICLE 8.

COVENANTS

Section 8.1. Payment of Notes. The Issuers shall pay the principal of and interest (and prepayment premium, if any) on the Notes when due pursuant to the provisions of this Base Indenture and any applicable Series Supplement. Principal and interest shall be considered paid on the date due if the Paying Agent holds on that date money designated for and sufficient to pay all principal and interest then due.

Section 8.2. Maintenance of Office or Agency. The Issuers will maintain, or cause to be maintained, an office or agency (which may be an office of the Trustee, Registrar or co-registrar) where Notes may be surrendered for registration of transfer or exchange, where notices and demands to or upon the Issuers in respect of the Notes and the Indenture may be served, and where, at any time when the Issuers are obligated to make a payment of principal of and prepayment premium upon the Notes, the Notes may be surrendered for payment. The Issuers will give, or cause to be given, prompt written notice to the Trustee and any Financial Insurance Provider of the location, and any change in the location, of such office or agency. If at any time the Issuers shall fail to maintain, or fail to cause to be maintained, any such required office or agency or shall fail to furnish, or cause to be furnished, to the Trustee and any Financial Insurance Provider the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office.

The Issuers may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations. The Issuers will give, or cause to be given, prompt written notice to the Trustee and any Financial Insurance Provider of any such designation or rescission and of any change in the location of any such other office or agency.

The Issuers hereby designate the Corporate Trust Office as one such office or agency of the Issuers.

Section 8.3. Payment of Obligations. Each Issuer shall pay and discharge, at or before maturity, all of its respective material obligations and liabilities, including tax liabilities and other governmental claims, except where the same may be contested in good faith by appropriate proceedings (provided that there is no resultant risk of any Lien (other than a Permitted Lien) or forfeiture of any Collateral), and shall maintain, in accordance with GAAP applied on a consistent basis, reserves as appropriate for the accrual of any of the same.

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Section 8.4. Maintenance of Existence. Each Issuer shall maintain its existence as a limited liability company validly existing, and in good standing under the laws of the State of Nevada and duly qualified as a foreign limited liability company licensed under the laws of each state in which the failure to so qualify would be reasonably likely to result in a Material Adverse Effect.

Section 8.5. Compliance with Requirements of Law and Contractual Obligations. Each Issuer shall comply in all respects with (i) all Requirements of Law with respect to such Issuer and all applicable laws, ordinances, rules, regulations, and requirements of Governmental Authorities (including ERISA and the rules and regulations thereunder) and (ii) all Contractual Obligations with respect to such Issuer, except, in the case of clause (i), where the necessity of compliance therewith is contested in good faith by appropriate proceedings and where such noncompliance would not materially and adversely affect the condition, financial or otherwise, operations, performance, properties or prospects of such Issuer or its ability to carry out the transactions contemplated in this Base Indenture and each other Related Document; provided, however, such noncompliance will not result in a Lien (other than a Permitted Lien) on, or risk of forfeiture of, any of the Collateral.

Section 8.6. Inspection of Property, Books and Records. Each Issuer shall keep proper books of record and account in which full, true and correct entries shall be made of all dealings and transactions, business and activities; and shall permit the Trustee and any Financial Insurance Provider (or any agent thereof) to visit and inspect any of its properties, to examine and make abstracts from any of its books and records and to discuss its affairs, finances and accounts with its officers, directors, employees and independent public accountants, all at such reasonable times upon reasonable notice and as often as may reasonably be requested.

Section 8.7. Compliance with Collateral Agreements. Each Issuer shall comply with all of its obligations under the Collateral Agreements to which it is a party. No Issuer will take any action which would permit the Fleet Manager or any other Person to have the right to refuse to perform any of its respective obligations under any of the Collateral Agreements or any other instrument or agreement included in the Collateral or that, other than in accordance with the terms of the Indenture and the other Collateral Agreements, would result in the amendment, waiver, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any Collateral Agreement.

(a) Each Issuer agrees that it shall not, without the prior written consent of the Trustee acting at the direction of the Controlling Party, exercise any right, remedy, power or privilege available to it with respect to any obligor under a Collateral Agreement or under any instrument or agreement included in the Collateral, take any action to compel or secure performance or observance by any such obligor of its obligations to such Issuer or give any consent, request, notice, direction, approval, extension or waiver with respect to any such obligor.

(b) Upon the occurrence of a Termination Event under the SPV Fleet Owner Agreement, no Issuer shall, without the prior written consent of the Trustee acting at the direction of the Controlling Party, terminate the SPV Fleet Owner Agreement, and the Issuers

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shall terminate the SPV Fleet Owner Agreement if and when so directed by the Trustee acting at the direction of the Controlling Party.

Section 8.8. Notice of Defaults. (a) Each Issuer shall, promptly upon becoming aware of any Default, Event of Default, Potential Rapid Amortization Event, Rapid Amortization Event, Potential Enforcement Event, Enforcement Event, Potential Termination Event, Termination Event, Potential Administrator Default, Administrator Default or default by the Nominee Titleholder of any of its obligations or covenants under the Nominee Titleholder Agreement or the existence of a Targeted Note Balance Shortfall, give, or cause to be given, to the Trustee, each Enhancement Provider and the Rating Agencies notice thereof, together with a certificate of the President, Vice President or principal financial officer of such Issuer setting forth the details thereof and any action with respect thereto taken or contemplated to be taken by such Issuer.

(b) Each Issuer shall, promptly upon becoming aware of any default under any Related Document, give, or cause to be given, to the Trustee, each Enhancement Provider and the Rating Agencies written notice thereof.

Section 8.9. Notice of Material Proceedings. Each Issuer shall, promptly upon becoming aware thereof, give, or cause to be given, to the Trustee, any Financial Insurance Provider and the Rating Agencies written notice of the commencement or existence of (i) any litigation, arbitration or administrative proceedings against such Issuer or any property of such Issuer included in the Collateral and (ii) any proceeding by or before any Governmental Authority against or affecting such Issuer, in each case, which is reasonably likely to have a material adverse effect on the business, condition (financial or otherwise), results of operations, properties or performance of such Issuer or the ability of such Issuer to perform its obligations under the Indenture or under any other Related Document to which it is a party. In the event that any such litigation, arbitration or proceeding shall have been commenced, such Issuer shall keep the Trustee and the any Financial Insurance Provider informed on a regular basis as reasonably requested by the Trustee and such Financial Insurance Provider regarding such litigation, arbitration or proceeding. The Trustee and such Financial Insurance Provider shall be entitled, but not obligated, to consult with such Issuer and any of their Affiliates with respect to, and participate in the defense or resolution of, any such litigation, arbitration or proceeding.

Section 8.10. Further Requests. Each Issuer shall promptly furnish, or cause to be furnished, to the Trustee, each Enhancement Provider and the Rating Agencies such other information as, and in such form as, the Trustee or such Enhancement Provider or the Rating Agencies may reasonably request in connection with the transactions contemplated hereby or by another Related Document.

Section 8.11. Further Assurances. (a) Each Issuer shall do, or cause to be done, such further acts and things, and execute and deliver to the Trustee such additional assignments, agreements, powers and instruments, as are necessary or desirable to maintain the security interest of the Trustee in the Collateral on behalf of the Secured Parties as a perfected security interest subject to no prior Liens (other than Permitted Liens), to carry into effect the purposes of the Indenture and the other Related Documents and to better assure and confirm unto the Trustee and the Secured Parties their rights, powers and remedies hereunder including the filing of any

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financing or continuation statements under the UCC in effect in any jurisdiction with respect to the Liens granted hereby. If any Issuer fails to perform any of its agreements or obligations under this Section 8.11(a), the Trustee may perform such agreement or obligation, and the reasonable expenses of the Trustee incurred in connection therewith shall be payable by the Issuers upon the Trustee’s demand therefor; provided that, so long as a Financial Insurance Provider is the Controlling Party, the Trustee may only take such actions with the consent of, and shall take such actions at the direction of, the Controlling Party; provided further that if the Trustee refuses to or does not promptly perform any of its agreements or obligations under this Section 8.11(a), the Financial Insurance Provider, if any, may perform such agreement or obligation, and the reasonable expenses of such Financial Insurance Provider incurred in connection therewith shall be payable by the Issuers upon such Financial Insurance Provider’s demand therefor. Each Issuer hereby authorizes the Trustee and any Financial Insurance Provider to file, or cause to be filed, any such financing statement or continuation statement in order to perfect or maintain the Lien created by this Base Indenture in the Collateral. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, chattel paper or other instrument, such note, chattel paper or instrument shall be deemed to be held in trust and immediately pledged and physically delivered to the Trustee hereunder, and shall, subject to the rights of any Person in whose favor a prior Lien has been perfected, be duly endorsed in a manner satisfactory to the Trustee and delivered to the Trustee promptly.

(b) Each Cargo Van/Pick-Up Truck SPV shall have delivered to the Trustee on or prior to the Effective Date and shall deliver on an ongoing basis, as applicable, an Officer’s Certificate certifying that it has caused or is causing the Trustee’s name to be noted as lienholder on the Certificate of Title for each Cargo Van or Pick-Up Truck, as applicable, owned by such Cargo Van/Pick-Up Truck SPV. Unless otherwise provided pursuant to the terms of the Administration Agreement, each Cargo Van/Pick-Up Truck SPV shall cause the Administrator to hold the original Certificates of Title for each Cargo Van or Pick-Up Truck owned by such Cargo Van/Pick-Up Truck SPV as agent for such Cargo Van/Pick-Up Truck SPV in trust for the benefit of the Trustee, on behalf of the Secured Parties, pursuant to the Administration Agreement.

(c) Each Cargo Van/Pick-Up Truck SPV, through the Nominee Titleholder in accordance with the terms of the Nominee Titleholder Agreement, shall maintain good and marketable title to each Cargo Van or Pick-Up Truck, as applicable, owned by it.

(d) If any Issuer shall obtain an interest in any commercial tort claim (as such term is defined in the New York UCC) such Issuer shall within ten (10) Business Days of becoming aware that it has obtained such an interest execute and deliver documentation reasonably acceptable to the Controlling Party granting a security interest to the Trustee in and to such commercial tort claim.

(e) Each Issuer shall warrant and defend the Trustee’s right, title and interest in and to the Collateral and the income, distributions and Proceeds thereof, for the benefit of the Trustee on behalf of the Secured Parties, against the claims and demands of all Persons whomsoever.

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(f) On or before March 31 of each calendar year, commencing with March 31, 2008, the Issuers shall furnish to the Trustee and any Financial Insurance Provider an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling of this Base Indenture, any indentures supplemental hereto and any other requisite documents and with respect to the execution and filing of any financing statements and continuation statements as are necessary to maintain the perfection of the Lien created by this Base Indenture in the Collateral and reciting the details of such action or stating that in the opinion of such counsel no such action is necessary to maintain the perfection of such Lien. Such Opinion of Counsel shall also describe the recording, filing, re-recording and refiling of this Base Indenture, any indentures supplemental hereto and any other requisite documents and the execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the perfection of the Lien of this Base Indenture in the Collateral until March 31 in the following calendar year.

Section 8.12. Liens. No Issuer shall create, incur, assume or permit to exist any Lien upon any of the Issuer Assets (including the Collateral), other than (i) Liens in favor of the Trustee for the benefit of the Secured Parties and (ii) other Permitted Liens.

Section 8.13. Other Indebtedness. No Cargo Van/Pick-Up Truck SPV shall create, assume, incur, suffer to exist or otherwise become or remain liable in respect of any Indebtedness or other liabilities other than (i) Indebtedness or other liabilities hereunder and (ii) Indebtedness or other liabilities permitted under any other Related Document. USF shall not create, assume, incur, suffer to exist or otherwise become or remain liable in respect of any Indebtedness or other liabilities other than (x) Indebtedness or other liabilities hereunder, (y) Indebtedness or other liabilities under any Permitted Note Issuance Indenture and (iii) Indebtedness or other liabilities permitted under any other Related Document or any Permitted Note Issuance Related Document.

Section 8.14. Mergers. No Issuer shall merge or consolidate with or into any other Person.

Section 8.15. Sales of Collateral. No Issuer shall sell, lease, transfer, liquidate or otherwise dispose of any Collateral, except as expressly permitted (i) with respect to dispositions of Permitted Investments and any deposits in any Issuer Account, in accordance with Article 5 and the terms of the applicable Series Supplement, (ii) with respect to dispositions of Cargo Vans or Pick-Up Trucks, in accordance with Section IV of the SPV Fleet Owner Agreement, (iii) with respect to the assignment of any Collateral Agreement, in such Collateral Agreement and (iv) as otherwise expressly permitted pursuant to the applicable Series Supplement.

Section 8.16. Acquisition of Assets. No Issuer shall acquire, by long-term or operating lease or otherwise, any property except as expressly permitted (i) in accordance with Section 7 of the USF Limited Liability Company Agreement or the applicable Cargo Van/Pick-Up Truck SPV Limited Liability Company Agreement, as the case may be, (ii) with respect to acquisitions of Permitted Investments, in accordance with Article 5 and the terms of the applicable Series Supplement, (iii) with respect to acquisitions of Cargo Vans or Pick-Up

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Trucks, in accordance the applicable Series Supplement and (iv) in the case of USF, in accordance with any Permitted Note Issuance Related Documents.

Section 8.17. Distributions. No Issuer shall declare or pay any distributions on any of its membership interests or make any purchase, redemption or other acquisition of, any of its membership interests; provided, however, that so long as no Event of Default or Rapid Amortization Event has occurred and is continuing or would result therefrom, each Issuer may declare and pay distributions on its membership interests in accordance with the applicable provisions of the Nevada Limited Liability Company Act and any other applicable laws of the State of Nevada, provided that no Issuer may distribute any amounts attributable to Collections unless such amounts were payable to such Issuer in accordance with the priority of payment provisions set forth in the applicable Series Supplement or otherwise released to such Issuer pursuant to the terms of the Indenture.

Section 8.18. Name; Principal Office. No Issuer shall either change its location (within the meaning of Section 9-307 of the New York UCC) or its name without thirty (30) days’ prior written notice to the Trustee and any Financial Insurance Provider. In the event that any Issuer desires to so change its location or change its name, such Issuer shall make any required filings and prior to actually changing its location or its name such Issuer will deliver, or cause to be delivered, to the Trustee and each Enhancement Provider (i) an Officer’s Certificate and an Opinion of Counsel confirming that all required filings have been made to continue the perfected interest of the Trustee on behalf of the Secured Parties in the Collateral in respect of the new location or new name of such Issuer and (ii) copies of all such required filings with the filing information duly noted thereon by the office in which such filings were made.

Section 8.19. Organizational Documents. No Issuer shall amend its operating agreement unless, prior to such amendment, (i) so long as a Financial Insurance Provider is the Controlling Party, the Controlling Party shall have consented to such amendment and (ii) each Rating Agency shall have confirmed that after such amendment the Rating Agency Condition will be met; provided that with respect to any amendment to any provision other than Sections 7, 9(j) and 10 of such operating agreement, if such amendment is to cure any mistake, ambiguity defect or inconsistency or to correct any provision therein, (x) the failure of any Financial Insurance Provider to respond to such Issuer’s written request for consent to such amendment, which request refers to this Section 8.19 and includes the text of this clause (x) therein in its entirety, within fifteen (15) Business Days of actual receipt thereof by an Authorized Officer of such Financial Insurance Provider will constitute such Controlling Party’s consent to such amendment and (y) no confirmation of the Rating Agency Condition will be required.

Section 8.20. Investments. No Cargo Van/Pick-Up Truck SPV shall make, incur, or suffer to exist any loan, advance, extension of credit or other investment in any Person other than with respect to Permitted Investments. USF shall not make, incur, or suffer to exist any loan, advance, extension of credit or other investment in any Person other than (i) with respect to Permitted Investments, (ii) the Cargo Van/Pick-Up Truck SPV Membership Interests and any membership interests in any Permitted Note Issuance SPV and (iii) in accordance with any Permitted Note Issuance Indenture.

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Section 8.21. No Other Agreements. No Issuer shall (i) enter into or be a party to any agreement or instrument other than any Related Document or any documents related to any Enhancement or documents and agreements incidental thereto or entered into as contemplated in Section 8.23 or Section 8.31, or, in the case of USF, any Permitted Note Issuance Related Document, or (ii) except as provided for in Sections 13.1 or 13.2, amend, modify or waive any provision of any Related Document to which it is a party.

Section 8.22. Other Business. No Issuer shall engage in any business or enterprise or enter into any transaction other than (i) the transactions contemplated by the Related Documents, (ii) in the case of USF, the transactions contemplated by any Permitted Note Issuance Related Documents, (iii) the incurrence and payment of ordinary course operating expenses and (iv) other activities related to or incidental to any of the foregoing (including transactions contemplated in Sections 8.21 and 8.23).

Section 8.23. Maintenance of Separate Existence. Each Issuer shall do all things necessary to continue to be readily distinguishable from the Fleet Manager, the Administrator, each Rental Company and the Affiliates of the foregoing (other than any Issuer or any Permitted Note Issuance SPV) and maintain its limited liability company existence separate and apart from that of the Fleet Manager, the Administrator, each Rental Company and Affiliates of the foregoing including:

(i) practicing and adhering to advisable, appropriate and customary organizational formalities, such as maintaining appropriate books and records;

(ii) observing all organizational formalities in connection with all dealings between itself and the Fleet Manager, the Administrator, each Rental Company, the Affiliates of the foregoing or any other unaffiliated entity;

(iii) observing all procedures required by its articles of organization, its operating agreement and the laws of the State of Nevada;

(iv) acting solely in its name and through its duly authorized officers or agents in the conduct of its businesses;

(v) managing its business and affairs by or under the direction of its Managers;

(vi) ensuring that its Managers duly authorize all of its actions to the extent required by its operating agreement;

(vii) ensuring the receipt of proper authorization, when necessary, from its Members for its actions;

(viii) maintaining at least one Manager who is an Independent Manager;

(ix) except as expressly provided by the Related Documents or any Permitted Note Issuance Related Documents in respect of any other Issuer or any Permitted Note Issuance SPV, not (A) having or incurring any Indebtedness to the Fleet Manager, the

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Administrator, any Rental Company or any Affiliate of the foregoing; (B) guaranteeing or otherwise becoming liable for any obligations of the Fleet Manager, the Administrator, any Rental Company or any Affiliates of the foregoing; (C) having obligations guaranteed by the Fleet Manager, the Administrator, any Rental Company or any Affiliates of the foregoing; (D) holding itself out as responsible for debts of the Fleet Manager, the Administrator, any Rental Company or any Affiliates of the foregoing or for decisions or actions with respect to the affairs of the Fleet Manager, the Administrator, any Rental Company or any Affiliates of the foregoing; (E) failing to correct any known misrepresentation with respect to the statement in subsection (C); (F) operating or purporting to operate as an integrated, single economic unit with respect to the Fleet Manager, the Administrator, any Rental Company, the Affiliates of the foregoing or any other unaffiliated entity; (G) seeking to obtain credit or incur any obligation to any third party based upon the assets of the Fleet Manager, the Administrator, any Rental Company, the Affiliates of the foregoing or any other unaffiliated entity; and (H) inducing any such third party to reasonably rely on the creditworthiness of the Fleet Manager, the Administrator, any Rental Company, the Affiliates of the foregoing or any other unaffiliated entity;

(x) (A) other than as provided in the Indenture and the Account Control Agreements or, in the case of USF, any Permitted Note Issuance Related Documents, maintaining its deposit and other bank accounts and securities accounts and (B) except as expressly provided in the Related Documents or, in the case of USF, any Permitted Note Issuance Related Documents, maintaining all of its assets separate from those of any other Person;

(xi) maintaining its financial records separate and apart from those of any other Person; provided, however, that with respect to each Issuer for the purposes of this clause (xi), the consolidated and consolidating financial statements of USF and its subsidiaries shall be considered as separate and apart from those of any other Person;

(xii) disclosing in its annual financial statements the effects of the transactions contemplated by the Related Documents and, in the case of USF, any Permitted Note Issuance Related Documents;

(xiii) setting forth clearly in its financial statements its separate assets and liabilities and the fact that the Cargo Vans and Pick-Up Trucks are owned by the applicable Cargo Van/Pick-Up Truck SPVs;

(xiv) not suggesting in any way, within its financial statements, that its assets are available to pay the claims of creditors of the Fleet Manager, the Administrator, any Rental Company, the Affiliates of the foregoing (other than any other Issuer or any Permitted Note Issuance SPV) or any other affiliated or unaffiliated entity;

(xv) compensating all its consultants and agents for services provided to it by such Persons out of its own funds;

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(xvi) to the extent that it requires an office to conduct its business, conducting its business from an office at a separate address from that of the Fleet Manager, the Administrator, any Rental Company or any Affiliates of the foregoing (other than any other Issuer, any Permitted Note Issuance SPV or the Nominee Titleholder); provided that segregated offices in the same building shall constitute separate addresses for the purposes of this clause (xvi); provided further that, to the extent that any Issuer, any Permitted Note Issuance SPV or the Nominee Titleholder has offices in the same location, there shall be a fair and appropriate allocation of overhead costs among them, and each such entity shall bear its fair share of such costs;

(xvii) having separate stationery from the Fleet Manager, the Administrator, any Rental Company, the Affiliates of the foregoing or any other unaffiliated entity (other than any other Issuer, any Permitted Note Issuance SPV or the Nominee Titleholder);

(xviii) accounting for and managing all of its liabilities separately from those of the Fleet Manager, the Administrator, any Rental Company or any Affiliates of the foregoing;

(xix) allocating, on an arm’s-length basis, all shared corporate operating services, leases and expenses, including those associated with the services of shared consultants and agents and shared computer and other office equipment and software, and otherwise maintaining an arm’s-length relationship with the Fleet Manager, the Administrator, any Rental Company, the Affiliates of the foregoing or any other unaffiliated entity, including in connection with the calculation and allocation of any Operating Expenses;

(xx) refraining from filing or otherwise initiating or supporting the filing of a motion in any bankruptcy or other insolvency proceeding involving any other Issuer, any Permitted Note Issuance SPV, the Nominee Titleholder, the Fleet Manager, the Administrator or any Rental Company to substantively consolidate any other Issuer, any Permitted Note Issuance SPV or the Nominee Titleholder with the Fleet Manager, the Administrator, any Rental Company or any Affiliate thereof;

(xxi) remaining solvent and assuring adequate capitalization for the business in which it is engaged; and

(xxii) conducting all of its business (whether written or oral) solely in its own name so as not to mislead others as to the separate identity of the Fleet Manager, the Administrator, each Rental Company and the Affiliates of the foregoing.

Each Issuer acknowledges its receipt of a copy of those certain opinion letters issued by Paul, Weiss, Rifkind, Wharton & Garrison LLP dated the Effective Date, addressing the issues of substantive consolidation as they may relate to the Fleet Manager, the Administrator, each Rental Company and each Affiliate of the Fleet Manager (other than the Issuers, any Permitted Note Issuance SPV or the Nominee Titleholder) on the one hand and each Issuer, any Permitted Note Issuance SPV and the Nominee Titleholder on the other hand. Each Issuer hereby agrees to maintain in place all policies and procedures and take and continue to take all action, described

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in the factual assumptions set forth in such opinion letter and relating to it. On or before March 31, of each calendar year, commencing with March 31, 2008, the Issuers will provide to the Rating Agencies, each Enhancement Provider and the Trustee an Officer’s Certificate of each Issuer certifying that it is in compliance with its obligations under this Section 8.23.

Section 8.24. Use of Proceeds of Notes. The Issuers shall use the proceeds of Notes to repay Notes, in accordance with the Indenture, to finance the acquisition of Cargo Vans and Pick-Up Trucks or as otherwise provided in any Series Supplement.

Section 8.25. No ERISA Plan. No Issuer shall establish or maintain or contribute to any Pension Plan.

Section 8.26. No Employees. No Issuer shall have any employees.

Section 8.27. Environmental. Each Issuer shall comply in all material respects with all applicable Environmental Laws, and shall obtain all material licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws in connection with the ownership and operation of its assets (the “Environmental Permits”).

Section 8.28. SPV Fleet Owner Agreement. Each Cargo Van/Pick-Up Truck SPV agrees that each Cargo Van or Pick-Up Truck, as applicable, owned by it shall at all times after the Effective Date be subject to the SPV Fleet Owner Agreement.

Section 8.29. Maintenance of the Cargo Vans and Pick-Up Trucks. Each Cargo Van/Pick-Up Truck SPV shall cause the Fleet Manager to maintain all of the Cargo Vans or Pick-Up Trucks, as applicable, owned by such Cargo Van/Pick-Up Truck SPV in accordance with the Management Standard, except to the extent that any such failure to comply with such requirements does not, in the aggregate, materially adversely affect the interests of the Trustee and the Secured Parties under the Indenture or the likelihood of repayment of any Issuer Obligations. From time to time each Cargo Van/Pick-Up Truck SPV shall make or cause to be made all appropriate repairs, renewals, and replacements with respect to the Cargo Vans or Pick-Up Trucks, as applicable, owned by it.

Section 8.30. Entrance into a Permitted Note Issuance Indenture. USF shall not enter into a Permitted Note Issuance Indenture or any other Permitted Note Issuance Related Document in connection with any Permitted Note Issuance unless:

(i) such Permitted Note Issuance Indenture contains provisions substantially the same as Sections 14.18 and 14.19, and the Permitted Notes issued in such Permitted Note Issuance are non-recourse to USF except to the extent of Other Assets;

(ii) each Permitted Note Issuance Related Document to which USF is a party contains a non-petition provision substantially the same as Section 14.17, prohibiting each other party thereto (other than any Permitted Note Issuance SPV) from instituting, or joining with any other Person in instituting, against USF any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings for one year and one day after the payment in full of all obligations of USF in connection with such Permitted Note Issuance;

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(iii) on or prior to the date of such Permitted Note Issuance, each Permitted Note Issuance SPV party to the Permitted Note Issuance Indenture shall have entered into a Permitted Note Issuance SPV Guarantee; and

(iv) if there is a Financial Insurance Provider with respect to any Series of Notes Outstanding, such Financial Insurance Provider shall have consented in writing to such Permitted Note Issuance.

Section 8.31. Cargo Van/ Pick-Up Truck SPV Permitted Note Limited Guarantees. Upon the execution by USF of any Permitted Note Issuance Indenture, each Cargo Van/Pick-Up Truck SPV shall enter into an unsecured limited guarantee (each a “Cargo Van/Pick-Up Truck SPV Permitted Note Limited Guarantee”), substantially in the form of Exhibit B, in favor of the Permitted Note Issuance Trustee party to such Permitted Note Issuance Indenture, pursuant to which such Cargo Van/Pick-Up Truck SPV will guarantee (solely to the extent that it has funds available to it through the application of Collections made in accordance with the priority of payment provisions set forth in the applicable Series Supplement) the payment by USF of its obligations under such Permitted Note Issuance Indenture and any Permitted Notes issued thereunder.

ARTICLE 9.

EVENTS OF DEFAULT

Section 9.1. Events of Default. The occurrence of any of the following events shall constitute an “Event of Default”:

(a) the Issuers default in the payment of any interest or prepayment premium payable on any Note or the insurance premium payable to any Financial Insurance Provider in respect of any Financial Insurance Policy with respect to the Notes when the same becomes due and payable and such default continues for a period of three (3) Business Days;

(b) the Issuers default in the payment of any remaining principal of any Note on the Payment Date that is eighteen (18) months prior to the Legal Final Maturity Date thereof;

(c) the Trustee for any reason ceases to have a valid and perfected first-priority security interest in the Collateral or any Issuer, UHI, the Nominee Titleholder or any Affiliate of any of them shall assert that the Trustee has ceased to have a perfected first-priority security interest in the Collateral;

(d) (i) any Issuer defaults in the observance or performance of any covenant or agreement of such Issuer pursuant to Section 8.4, 8.14 or 8.19 which default has a Material Adverse Effect; or (ii) any Issuer or the Nominee Titleholder defaults in the observance or performance of any other covenant or agreement of such Issuer or the Nominee Titleholder made in the Indenture (other than a covenant or agreement, a default in the observance or performance of which is elsewhere in this Section specifically dealt with) or any other Related Document which default has a Material Adverse Effect, and

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which default shall continue and not be cured for (x) in the case of a default under Section 8.8 or 8.15, a period of five (5) Business Days, (y) in the case of a default under Section 8.22 or 8.23, a period of fifteen (15) days, and (z) in the case of any other default, a period of thirty (30) days after the earlier of the date on which (1) any Issuer or the Nominee Titleholder, as applicable, obtains knowledge thereof or (2) there shall have been given, by registered or certified mail, to the Issuers or the Nominee Titleholder, as applicable, by the Trustee or the Controlling Party or to the Issuers and the Trustee by Noteholders holding Notes evidencing at least 25% of the Aggregate Note Balance, a written notice specifying such default and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder;

(e) any Issuer or the Nominee Titleholder breaches any representation or warranty of such Issuer or the Nominee Titleholder contained in the Indenture or any Related Document in any material respect which breach has a Material Adverse Effect and which breach shall continue and not be cured for a period of thirty (30) days after the earlier of the date on which (i) any Issuer obtains knowledge thereof or (ii) there shall have been given, by registered or certified mail, to the Issuers by the Trustee or the Controlling Party or to the Issuers and the Trustee by Noteholders holding Notes evidencing at least 25% of the Aggregate Note Balance, a written notice specifying such breach and requiring it to be cured and stating that such notice is a “Notice of Default” hereunder;

(f) any final and unappealable (or, if capable of appeal, such appeal is not being diligently pursued or enforcement thereof has not been stayed) judgment or order for the payment of money in excess of $100,000 which is not fully covered by insurance (or in respect of which the insurer has denied coverage, which denial is not being contested by any Issuer in good faith proceedings) is rendered against any Issuer and such judgment or order continues unsatisfied and unstayed for a period of thirty (30) days;

(g) any of the Related Documents or any material portion thereof shall not be in full force and effect, enforceable in accordance with its terms or any Issuer, the Nominee Titleholder, UHI or any Affiliate of any of them shall so assert in writing;

(h) a draw is made on the Financial Insurance Policy with respect to the Notes;

(i) the Securities and Exchange Commission or other regulatory body having jurisdiction reaches a final determination that any Issuer is an “investment company” or is under the “control” of an “investment company” under the Investment Company Act;

(j) any Issuer or the Nominee Titleholder is no longer an indirect wholly-owned subsidiary of UHI;

(k) the occurrence of a Termination Event;

(l) the occurrence of an Event of Bankruptcy with respect to any Issuer or the Nominee Titleholder;

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(m) an Aggregate Asset Amount Deficiency occurs on any Determination Date and continues for a period of more than five (5) consecutive Business Days;

(n) (i) a reportable event (within the meaning of Section 4043 of ERISA), as to which the PBGC has not waived the 30-day notice period, occurs with respect to any Pension Plan, (ii) any “accumulated funding deficiency” within the meaning of Section 302 of ERISA, whether or not waived, shall exist with respect to any Pension Plan, (iii) any Issuer or any Commonly Controlled Entity makes a withdrawal from any Pension Plan or (iv) any lien in favor of the PBGC or a Pension Plan shall arise on the related Collateral; provided, that an event or condition described in subclause (i), (ii) or (iii) of this clause (o) shall not at any time constitute an Event of Default unless as a result of such event or condition any Issuer has a liability in respect of a Pension Plan or to the PBGC in an amount at least equal to $100,000; or

(o) AMERCO at any time no longer owns or controls, directly or indirectly, greater than 50% of the voting stock of UHI and the Controlling Party does not provide written consent to such change of control within thirty (30) days.

Section 9.2. Acceleration of Maturity; Rescission and Annulment. If an Event of Default referred to in clause (l) of Section 9.1 with respect to any Issuer has occurred, the unpaid principal amount of the Outstanding Notes, together with interest accrued but unpaid thereon, and all other amounts due from the Issuers to the Noteholders or any other Secured Party under the Indenture, shall immediately and without further act become due and payable. If any other Event of Default has occurred, then the Trustee, solely if so directed by the Controlling Party, shall declare all of the Outstanding Notes to be immediately due and payable, by a notice in writing to the Issuers, and upon any such declaration the unpaid principal amount of the Notes, together with accrued and unpaid interest thereon through the date of acceleration and all other amounts due from the Issuers to the Noteholders or any other Secured Party, shall become immediately due and payable.

At any time after such declaration of acceleration of maturity has been made with respect to the Notes and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter provided in this Article 9, the Controlling Party, by written notice to the Issuers and the Trustee, may rescind and annul such declaration and its consequences; provided, that, no such rescission shall affect any subsequent default or impair any right consequent thereto.

Section 9.3. Collection of Indebtedness and Suits for Enforcement by the Trustee. Each Issuer, jointly and severally, covenants that if (i) default is made in the payment of any interest or prepayment premium on any Note when the same becomes due and payable, and such default continues for a period of three (3) Business Days or (ii) default is made in the payment of the principal of any Note when the same becomes due and payable, by acceleration or at stated maturity, such Issuer will, upon demand of the Trustee, acting at the direction of the Controlling Party, pay to it, for the benefit of the Holders of such Notes and any Financial Insurance Provider, the whole amount then due and payable on such Notes for principal and interest, with interest upon the overdue principal, and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest or prepayment premium, at the Note

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Rate borne by the Notes or any other applicable default rate, and in addition thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, any Financial Insurance Provider and each of their agents and counsel.

In case the Issuers shall fail forthwith to pay such amounts upon such demand, the Trustee (solely if so directed by the Controlling Party), in its own name and as trustee of an express trust, shall institute a proceeding for the collection of the sums so due and unpaid, and may prosecute such proceeding to judgment or final decree, and may enforce the same against any one or more of the Issuers or other obligor upon such Notes and collect in the manner provided by law out of the Collateral, wherever situated, the moneys adjudged or decreed to be payable.

If an Event of Default occurs and is continuing, the Trustee may, as more particularly provided in Section 9.4, in its discretion, proceed to protect and enforce its rights and the rights of the Noteholders, by such appropriate proceedings as the Trustee shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in the Indenture or any other Related Document or in aid of the exercise of any power granted herein or therein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by the Indenture, any other Related Document or by law; provided that if a Financial Insurance Provider is the Controlling Party, then the Trustee may only take such actions as consented to by the Controlling Party, and shall take such actions as directed by the Controlling Party.

In case there shall be pending, relative to any Issuer, any other obligor upon the Notes or any Person having or claiming an ownership interest in any Issuer Assets, proceedings under the Bankruptcy Code or any other applicable federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of any Issuer or its property or such other obligor or such Person or the property of such other obligor or such Person, or in the case of any other comparable judicial proceedings relative to any Issuer, other obligor upon the Notes or such Person or to the creditors or property of any Issuer, such other obligor or such Person, the Trustee, irrespective of whether the principal of any Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 9.3, shall be entitled and empowered, by intervention in such proceedings or otherwise:

(i) to file and prove a claim or claims for the whole amount of principal, interest and prepayment premium owing and unpaid in respect of the Notes and any other Issuer Obligations and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for reasonable compensation to the Trustee and each predecessor Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee, except as a result of negligence, bad faith or willful misconduct) and of any Financial Insurance Provider and the Noteholders allowed in such proceedings;

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(ii) unless prohibited by applicable law and regulations, to vote on behalf of the Holders of the Notes in any election of a trustee, a standby trustee or person performing similar functions in any such proceedings;

(iii) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Noteholders, of any Financial Insurance Provider and of the Trustee on their behalf; and

(iv) to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee, the Holders of the Notes or any Financial Insurance Provider allowed in any judicial proceedings relative to the Issuers, such other obligor upon the Notes, any Person claiming an ownership interest in the Issuer Assets, their respective creditors and their property;

provided that if a Financial Insurance Provider is the Controlling Party, then the Trustee may only take such actions as consented to by the Controlling Party and shall take such actions as directed by the Controlling Party. Any trustee, receiver, liquidator, custodian or other similar official in any such proceeding is hereby authorized by each of such Noteholders to make payments to the Trustee, and, in the event that the Trustee shall consent to the making of payments directly to such Noteholders, to pay to the Trustee such amounts as shall be sufficient to cover reasonable compensation to the Trustee, each predecessor Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee except as a result of negligence or bad faith.

Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder or any Financial Insurance Provider any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof or any Financial Insurance Provider or to authorize the Trustee to vote in respect of the claim of any Noteholder or any Financial Insurance Provider in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar person.

All rights of action and of asserting claims under the Indenture, or under any of the Notes, may be enforced by the Trustee without the possession of any of the Notes or the production thereof in any trial or other proceedings relative thereto, and any such action or proceedings instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Trustee, each predecessor Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Holders of the Notes and the other Secured Parties.

In any proceedings brought by the Trustee (and also any proceedings involving the interpretation of any provision of the Indenture to which the Trustee shall be a party), the Trustee shall be held to represent all the Holders of the Notes, and it shall not be necessary to make any Noteholder a party to any such proceedings.

Section 9.4. Remedies; Priorities. If an Event of Default shall have occurred and be continuing and the Notes have been accelerated under Section 9.2, the Trustee may institute

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proceedings to enforce the obligations of the Issuers hereunder in its own name and as trustee of an express trust for the collection of all amounts then payable on the Notes or under the Indenture with respect thereto or any other Issuer Obligations, whether by declaration or otherwise, enforce any judgment obtained, and collect from any one or more of the Issuers and any other obligor upon such Notes moneys adjudged due. In addition, the Trustee (subject to Section 9.5) shall have the right to exercise the rights and remedies provided herein and those available to it under the Related Documents, including the right to do one or more of the following:

(i) institute proceedings from time to time for the complete or partial foreclosure of the Indenture with respect to the Collateral;

(ii) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Trustee, the Holders of the Notes and any other Secured Party;

(iii) sell the Collateral or any portion thereof or rights or interests therein, at one or more public or private sales called and conducted in any manner permitted by law;

(iv) transfer all or any part of the Collateral into the name of the Trustee or its nominee;

(v) notify the parties obligated on any of the Collateral to make payment to the Trustee or its assignee of any amount due or to become due thereunder; and

(vi) at its option and at the expense and for the account of the Issuers, at any time or from time to time, take all actions which the Trustee reasonably deems necessary to protect or preserve the Collateral and to realize upon the Collateral;

provided that the Trustee may not sell or otherwise liquidate the Collateral following an Event of Default, unless (A) the Controlling Party, if a Financial Insurance Provider is the Controlling Party, or otherwise the Holders of Notes representing 100% of the Aggregate Note Balance consent thereto, (B) the proceeds of such sale or liquidation distributable to the Noteholders are sufficient to discharge in full all amounts then due and unpaid upon the Notes for principal and interest or (C) (1) the Trustee or any Financial Insurance Provider with respect to the Notes determines that there is a reasonable likelihood that the Collateral will not continue to provide sufficient funds for the payment of principal of and interest on the Notes as they would have become due if the Notes had not been declared due and payable and (2) the Trustee obtains the consent of the Controlling Party. In determining such sufficiency or insufficiency with respect to clause (B) and (C), the Trustee may, but need not, obtain and rely upon an opinion of an investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Collateral for such purpose.

Any sale of the Collateral or any part thereof may, with prior notice to the Issuers, be made in one or more lots at public or private sale, for cash, on credit or for future delivery, and upon such other terms as the Trustee may deem commercially reasonable. The Trustee shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Trustee may adjourn any public or private sale from time to time by announcement at the

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time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. The Issuers shall cooperate with the Trustee in all reasonable ways in order to assist the Trustee in the sale and other disposition of the Collateral.

If the Trustee collects any money or property pursuant to this Article 9, such money or property shall be held by the Trustee as additional collateral hereunder and the Trustee shall pay out such money or property in the following order:

FIRST: to the Trustee for amounts due under Section 11.5; and

SECOND: to the Cargo Van/Pick-Up Truck Collection Account for distribution in accordance with the provisions of Article 5.

For so long as a Financial Insurance Provider is the Controlling Party, then the Trustee may only take such actions under this Section 9.4 as consented to by the Controlling Party, and shall take such actions under this Section 9.4 as directed by the Controlling Party.

Section 9.5. Optional Preservation of the Collateral. If (a) there is a Financial Insurance Policy respect to the Notes, (b) a Surety Default shall have occurred and be continuing with respect to the Financial Insurance Provider that issued such Financial Insurance Policy, (c) the Notes have been declared to be due and payable under Section 9.2 following an Event of Default, (d) such declaration and its consequences have not been rescinded and annulled and (e) the requisite Noteholders shall have directed the Trustee to dispose of the Collateral in accordance with Section 9.4, the Trustee may, but need not, elect to maintain possession of the Collateral. It is the desire of the parties hereto and the Noteholders that there be at all times sufficient funds for the payment of principal of and interest on the Notes, and the Trustee shall take such desire into account when determining whether to maintain possession of the Collateral pursuant to this Section 9.5. In determining whether to maintain possession of the Collateral, the Trustee may, but need not, obtain and rely upon an opinion of an investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Collateral for such purpose. Nothing contained in this Section 9.5 shall be construed to require the Trustee to preserve the Collateral securing the Issuer Obligations if prohibited by applicable law or if the Trustee is authorized, directed or permitted to liquidate the Collateral pursuant to Section 9.4.

Section 9.6. Limitation on Suits. No Holder of any Note shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless:

(a) such Holder has previously given written notice to the Trustee of a continuing Event of Default;

(b) Holders holding Notes evidencing at least 25% of the Aggregate Note Balance (or, if applicable, at least 25% the Aggregate Note Balance of each Class of Notes) have made written request to the Trustee to institute such proceeding in respect of such Event of Default in its own name as the Trustee hereunder;

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(c) such Holder or Holders have offered to the Trustee indemnity reasonably satisfactory to it against the costs, expenses and liabilities to be incurred in complying with such request;

(d) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such proceedings;

(e) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Required Noteholders; and

(f) if there is a Financial Insurance Policy with respect to the Notes, a Surety Default with respect to the Financial Insurance Provider that issued such Financial Insurance Policy shall have occurred and be continuing;

it being understood and intended that no one or more Holders of the Notes shall have any right in any manner whatever by virtue of, or by availing of, any provision of the Indenture to affect, disturb or prejudice the rights of any other Holders of the Notes or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under the Indenture, except in the manner herein provided.

In the event the Required Noteholders are the Controlling Party and the Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes, each representing less than the Required Noteholders, the Trustee shall act at the direction of the group of Holders of Notes with the greatest amount of Notes; provided, however, that should the Trustee receive conflicting or inconsistent requests on indemnity from two or more groups of Holders holding an equal principal amount of Notes, the Trustee in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of the Indenture.

Section 9.7. Unconditional Rights of Noteholders to Receive Principal and Interest. Notwithstanding any other provisions in the Indenture, the Holder of any Note (including any Financial Insurance Holder as subrogee thereof) shall have the right, which is absolute and unconditional, to receive payment of the principal of and interest, if any, on such Note on or after the respective due dates thereof expressed in such Note or in the Indenture and to institute suit for the enforcement of any such payment, and such right shall not be impaired without the consent of such Holder.

Section 9.8. Restoration of Rights and Remedies. If the Trustee or any Secured Party has instituted any Proceeding to enforce any right or remedy under the Indenture and such Proceeding has been discontinued or abandoned for any reason or has been determined adversely to the Trustee or to such Secured Party, then and in every such case the Issuers, the Trustee and such Secured Parties shall, subject to any determination in such Proceeding, be restored severally and respectively to their former positions hereunder, and thereafter all rights and remedies of the Trustee and such Secured Parties shall continue as though no such Proceeding had been instituted.

Section 9.9. Rights and Remedies Cumulative. No right or remedy herein conferred upon or reserved to the Trustee or to any Secured Party is intended to be exclusive of

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any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

Section 9.10. Delay or Omission Not a Waiver. No delay or omission of the Trustee, any Financial Insurance Provider or any Noteholder to exercise any right or remedy accruing upon any Default, Event of Default, Potential Rapid Amortization Event or Rapid Amortization Event shall impair any such right or remedy or constitute a waiver of any such Default, Event of Default, Potential Rapid Amortization Event or Rapid Amortization Event or an acquiescence therein. Every right and remedy given by this Article 9 or by law to the Trustee, any Financial Insurance Provider or the Noteholders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Noteholders, as the case may be.

Section 9.11. Control by the Controlling Party. Notwithstanding any other provision of the Indenture or any other Related Document to the contrary, the Controlling Party shall have the sole right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee with respect to the Notes or exercising any trust or power conferred on the Trustee; provided that

(a) such direction shall not be in conflict with any rule of law or with the Indenture;

(b) subject to the express terms of Section 9.4, any direction to the Trustee to sell or liquidate the Collateral shall be by the Controlling Party, if a Financial Insurance Provider is the Controlling Party, or otherwise the Holders of Notes representing not less than 100% of the Aggregate Note Balance;

(c) if the conditions set forth in Section 9.5 have been satisfied and the Trustee elects to retain the Collateral pursuant to such Section, then direction to the Trustee by Holders of Notes representing 100% of the Aggregate Note Balance shall be required to sell or liquidate the Collateral;

(d) the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction; and

(e) such direction shall be in writing;

provided further, that the Trustee need not take any action that it reasonably determines might involve it in liability (if it has reasonable grounds to believe that such liability will not be reimbursed or such liability is not covered by an indemnity or other reasonable security) or, so long as a Financial Insurance Provider is not the Controlling Party, might materially adversely affect the rights of any Noteholders not consenting to such action.

Section 9.12. Waiver of Past Defaults. Prior to the declaration of the acceleration of the maturity of the Notes as provided in Section 9.2, the Controlling Party may, on behalf of all Holders, waive any past Default or Event of Default and its consequences except a Default (a)

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in payment of principal of or interest or prepayment premium on any of the Notes (unless such payment shall have been made in full) or (b) in respect of a covenant or provision hereof which cannot be modified or amended without the consent of the Holder of each Note. In the case of any such waiver, the Issuers, the Trustee and the Holders of the Notes shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereto.

Upon any such waiver, such Default shall cease to exist and be deemed to have been cured and not to have occurred, and any Event of Default arising therefrom shall be deemed to have been cured and not to have occurred, for every purpose of the Indenture; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereto. The Issuers shall give prompt written notice of any waiver to the Rating Agencies.

Section 9.13. Undertaking for Costs. All parties to the Indenture agree, and each Holder of any Note by such Holder’s acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under the Indenture, or in any suit against the Trustee for any action taken, suffered or omitted by it as the Trustee, the filing by any party litigant in such Proceeding of an undertaking to pay the costs of such Proceeding, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in such Proceeding, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section 9.13 shall not apply to (a) any suit instituted by the Trustee or any Financial Insurance Provider, (b) any suit instituted by any Noteholder or group of Noteholders, in each case holding in the aggregate more than 10% of Aggregate Note Balance or (c) any suit instituted by any Noteholder for the enforcement of the payment of principal of or interest on any Note on or after the respective due dates expressed in such Note and in the Indenture.

Section 9.14. Waiver of Certain Rights. (a) Each Issuer covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead or in any manner whatsoever, claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of the Indenture or any Related Document; and each Issuer (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee or the Controlling Party, but will suffer and permit the execution of every such power as though no such law had been enacted.

(b) Each Issuer, to the extent it may lawfully do so, on behalf of itself and all who may claim through or under it, including any and all subsequent creditors, vendees, assignees and lienors, expressly waives and releases any, every and all rights to presentment, demand, protest or any notice (to the extent permitted by applicable law and except as specifically provided in the Indenture) of any kind in connection with the Indenture, any other Related Document or any Collateral or to have any marshalling of the Collateral upon any sale, whether made under any power of sale granted hereunder or any other Related Document, or pursuant to judicial proceedings or upon any foreclosure or any enforcement of the Indenture or any other Related Document and consents and agrees that all the Collateral may at any such sale

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be offered and sold as an entirety or in lots or otherwise as the Trustee may be directed by the Controlling Party hereunder.

Section 9.15. Sale of Collateral. In connection with any sale of any Collateral pursuant to this Article 9 or under any judgment, order or decree in any judicial proceeding for the foreclosure or involving the enforcement of the Indenture or any other Security Document:

(i) the Trustee, any Noteholder and/or any other Secured Party may bid for and purchase the property being sold, and upon compliance with the terms of the sale may hold, retain, possess and dispose of such property in its own absolute right without further accountability;

(ii) the Trustee (at the direction of the Controlling Party) may make and deliver to the purchaser or purchasers a good and sufficient deed, bill of sale and instrument of assignment and transfer of the property sold:

(iii) the receipt of the Trustee or of the officer thereof making such sale shall be a sufficient discharge to the purchaser or purchasers at such sale for his or their purchase money, and such purchaser or purchasers, and his or their assigns or personal representatives, shall not, after paying such purchase money and receiving such receipt of the Trustee or of such officer therefore, be obliged to see to the application of such purchase money or be in any way answerable for any loss, misapplication or non-application thereof.

Section 9.16. Action on Notes. The Trustee’s right to seek and recover judgment on the Notes or under the Indenture shall not be affected by the seeking, obtaining or application of any other relief under or with respect to the Indenture. Neither the Lien of the Indenture nor any rights or remedies of the Trustee or the Noteholders shall be impaired by the recovery of any judgment by the Trustee against any Issuer or by the levy of any execution under such judgment upon any portion of the Collateral.

ARTICLE 10.

RAPID AMORTIZATION EVENTS

Section 10.1. Rapid Amortization Events. If any of the following events shall occur (each, a “Rapid Amortization Event”):

(a) the occurrence of any Event of Default (other than as a result of any event described in clause (c) below);

(b) the occurrence of an Event of Bankruptcy with respect to the Fleet Manager, the Nominee Titleholder or any Rental Company;

(c) the occurrence of an Event of Bankruptcy with respect to any Issuer;

(d) the occurrence of any Enforcement Event;

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(e) the occurrence of any Administrator Default;

(f) beginning on the sixth Determination Date following the Effective Date, the Six-Month DSCR as of any Determination Date is less than 1.10;

(g) the existence of a Targeted Note Balance Shortfall as of each of three consecutive Determination Dates; or

(h) any other event shall occur which may be specified in the applicable Series Supplement as a “Rapid Amortization Event”;

then (i) in the case of any event described in clause (a), (b), (d), (e), (f), (g) or (h) above (with respect to clause (h) above, only to the extent such Rapid Amortization Event is subject to waiver as set forth in the applicable Series Supplement), the Trustee, at the direction of the Controlling Party, by written notice to the Issuers, may declare that a Rapid Amortization Event has occurred as of the date of the notice or (ii) in the case of any event described in clause (c) or (h) above (with respect to clause (h) above, only to the extent such Rapid Amortization Event is not subject to waiver as set forth in the applicable Series Supplement), a Rapid Amortization Event shall immediately occur without any notice or other action on the part of the Trustee or the Controlling Party. Any Rapid Amortization Event occurring as a result of any event described in clause (c) or (h) above (with respect to clause (h) above, only to the extent so specified in the applicable Series Supplement) shall not be subject to waiver.

ARTICLE 11.

THE TRUSTEE

Section 11.1. Duties of the Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by the Indenture and the other Security Agreements, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs.

(b) Except during the occurrence and continuance of an Event of Default:

(i) the Trustee undertakes to perform only those duties that are specifically set forth in the Indenture and no others, and no implied covenants or obligations shall be read into the Indenture or any other Security Agreement against the Trustee; and

(ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of the Indenture. However, the Trustee shall examine the certificates and opinions to determine whether or not they conform on their face to the requirements of the Indenture.

(c) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:

(i) This clause does not limit the effect of clause (b) of this Section 11.1.

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(ii) The Trustee shall not be liable for any error of judgment made in good faith unless it is proved that the Trustee was negligent in ascertaining the pertinent facts.

(iii) The Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it and contemplated by the Indenture.

(iv) The Trustee shall not be charged with knowledge of Event of Default or a Rapid Amortization Event unless a Trust Officer obtains actual knowledge thereof or receives written notice thereof.

(v) The Trustee shall not be charged with knowledge of any default by the Fleet Manager in the performance of its obligations under any Related Document, unless a Trust Officer of the Trustee obtains actual knowledge thereof or receives written notice thereof.

(d) Notwithstanding anything to the contrary contained in the Indenture, no provision of the Indenture shall require the Trustee to expend or risk its own funds or incur any liability if there is reasonable ground for believing that the repayment of such funds is not reasonably assured to it by the security afforded to it by the terms of the Indenture or if it shall not have received indemnity reasonably satisfactory to it against any loss, liability or expense.

(e) In the event that the Paying Agent or the Registrar, if not the Trustee, shall fail to perform any obligation, duty or agreement in the manner or on the day required to be performed by the Paying Agent or the Registrar, as the case may be, under the Indenture, the Trustee shall be obligated as soon as practicable upon actual knowledge of a Trust Officer thereof and receipt of appropriate records and information, if any, to perform such obligation, duty or agreement in the manner so required; provided that, in connection with the Trustee’s performance of any such obligation of the Payment Agent to pay funds hereunder, the Trustee shall have received from the Paying Agent any such funds previously advanced to the Paying Agent.

(f) Subject to Section 11.3, all moneys received by the Trustee shall, until used or applied as herein provided, be held in trust for the purposes for which they were received, but need not be segregated from other funds except to the extent required by law or the Related Documents.

Section 11.2. Rights of the Trustee. (a) Except as otherwise provided by Section 11.1:

(i) The Trustee may conclusively rely and shall be fully protected in acting or refraining from acting based upon any document believed by it to be genuine and to have been signed by or presented by the proper person.

(ii) The Trustee may consult with counsel of its selection and the written advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.

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(iii) The Trustee may act through agents, custodians and nominees and shall not be liable for any misconduct or negligence on the part of, or for the supervision of, any such agent, custodian or nominee so long as such agent, custodian or nominee is appointed with due care; provided, however that, so long as a Financial Insurance Provider is the Controlling Party, the Trustee shall receive the consent of the Controlling Party prior to the appointment of any agent, custodian or nominee performing any material obligation of the Trustee hereunder.

(iv) The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers conferred upon it by the Indenture or any other Security Agreement.

(v) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by the Indenture, or to institute, conduct or defend any litigation hereunder or in relation hereto, at the request, order or direction of any of the Noteholders or the Controlling Party, pursuant to the provisions of the Indenture, unless the Trustee shall have been offered reasonable security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which may be incurred therein or thereby or shall have reasonable grounds to believe that repayment of such costs, expenses and liabilities is not reasonably assured to it.

(vi) The Trustee shall not be bound to make any investigation into the facts of matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing so to do by the Controlling Party.

(vii) The Trustee shall not be liable for any losses or liquidation penalties in connection with Permitted Investments (other than as an obligor with respect to any Permitted Investments for which the institution acting as Trustee is an obligor).

(b) The Trustee shall not be liable for the acts or omissions of any successor to the Trustee.

Section 11.3. Individual Rights of the Trustee. The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with any Issuer or an Affiliate of any Issuer with the same rights it would have if it were not Trustee. However, the Trustee is subject to Section 11.6.

Section 11.4. Notice of Events of Default, Rapid Amortization Events, Defaults and Potential Rapid Amortization Events. If an Event of Default, Rapid Amortization Event, Default or Potential Rapid Amortization Event occurs and is continuing and if a Trust Officer of the Trustee actually knows or receives written notice thereof, the Trustee shall promptly provide the Noteholders (if the Notes in respect of such Noteholder are represented by a Global Note, by telephone and facsimile, and if such Notes in respect of such Noteholder are represented by Definitive Notes, by first class mail), each Enhancement Provider and each Rating Agency with notice of such Event of Default, Rapid Amortization Event, Default or Potential Rapid Amortization Event.

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Section 11.5. Compensation and Expenses. (a) The Issuers shall promptly pay to the Trustee from time to time compensation for its acceptance of the Indenture and services hereunder as the Issuers and the Trustee may agree from time to time. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services in accordance with the priority of payment provisions set forth in the applicable Series Supplement. Such expenses shall include (i) the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel and (ii) the reasonable expenses of the Trustee’s agents in administering the Collateral.

(b) The Issuers shall not be required to reimburse any expense or indemnify the Trustee against any loss, liability, or expense incurred by the Trustee through the Trustee’s own willful misconduct, negligence or bad faith.

(c) When the Trustee incurs expenses or renders services after an Event of Default or Rapid Amortization Event occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under the Bankruptcy Code.

(d) The provisions of this Section 11.5 shall survive the termination of this Indenture and the resignation and removal of the Trustee.

Section 11.6. Eligibility Disqualification. (a) The Trustee hereunder shall at all times be a corporation organized and doing business under the laws of the United States or any state thereof authorized under such laws to exercise corporate trust powers, having a long-term unsecured debt rating of at least “A2” by Moody’s and “A” by Standard & Poor’s having, in the case of an entity that is subject to risk-based capital adequacy requirements, risk-based capital of at least $500,000,000 or, in the case of an entity that is not subject to risk-based capital adequacy requirements, having a combined capital and surplus of at least $500,000,000 and subject to supervision or examination by federal or state authority, and shall satisfy the requirements for a trustee set forth in paragraph (a)(4)(i) of Rule 3a-7 under the Investment Company Act. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purpose of this Section 11.6, the risk-based capital or the combined capital and surplus of such corporation, as the case may be, shall be deemed to be its risk-based capital or combined capital and surplus as set forth in the most recent report of condition so published.

(b) If at any time the Trustee ceases to be eligible in accordance with the provisions of this Section 11.6, the Trustee shall resign immediately in the manner and with the effect specified in Section 11.7.

Section 11.7. Replacement of the Trustee. (a) A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 11.7 and the satisfaction of the Rating Agency Condition.

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(b) The Trustee may, after giving sixty (60) days’ prior written notice to the Issuers, each Noteholder, any Financial Insurance Provider and each Rating Agency, resign at any time and be discharged from the trust hereby created by so notifying the Issuers; provided, however, that no such resignation of the Trustee shall be effective until a successor trustee has assumed the obligations of the Trustee hereunder. The Controlling Party may remove the Trustee by so notifying the Trustee, the Issuers and each Rating Agency; provided that if a Financial Insurance Provider is the Controlling Party and it removes the Trustee pursuant to this Section 11.7(b) without cause, such Financial Insurance Provider shall bear all costs incurred in connection with the amendment of the notation on the Certificates of Titles for the Cargo Vans and Pick-Up Trucks to reflect the change in Trustee. The Issuers (for so long as a Financial Insurance Provider is the Controlling Party, with the consent of the Controlling Party) shall, and the Controlling Party may, remove the Trustee upon notice to each Rating Agency if:

(i) the Trustee fails to comply with Section 11.6;

(ii) the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under the Bankruptcy Code;

(iii) a custodian or public officer takes charge of the Trustee or its property; or

(iv) the Trustee becomes incapable of acting.

If the Trustee resigns or is removed or if a vacancy exists in the office of the Trustee for any reason, the Issuers shall promptly appoint a successor Trustee which shall be, so long as a Financial Insurance Provider is the Controlling Party, reasonably acceptable to the Controlling Party; provided, however that if an Event of Default has occurred and is continuing, only the Controlling Party may designate and appoint any successor Trustee.

(c) If a successor Trustee does not take office within thirty (30) days after the retiring Trustee resigns or is removed, the retiring Trustee, any Issuer or any Secured Party may petition any court of competent jurisdiction for the appointment of a successor Trustee.

(d) A successor Trustee shall deliver a written acceptance of its appointment to the retiring or removed Trustee, to the Issuers and to any Financial Insurance Provider. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under the Base Indenture and any Series Supplement. The successor Trustee shall mail a notice of its succession to Noteholders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee. Notwithstanding replacement of the Trustee pursuant to this Section 11.7, the Issuers’ obligations under Sections 11.5 and 11.11 shall continue for the benefit of the retiring Trustee.

Section 11.8. Successor Trustee by Merger, etc. Subject to Section 11.6, if the Trustee consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation, the successor corporation without any further act shall be the successor Trustee; provided that such successor corporation shall provide written notice of such consolidation, merger or conversion to the Issuers, any Financial Insurance Provider and each Noteholder.

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Section 11.9. Appointment of Co-Trustee or Separate Trustee. (a) Notwithstanding any other provisions of this Base Indenture or any Series Supplement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Collateral may at the time be located, the Trustee shall have the power and may execute and deliver all instruments to appoint one or more persons to act as a co-trustee or co-trustees, or separate trustee or separate trustees, of all or any part of the Collateral, and to vest in such Person or Persons, in such capacity and for the benefit of the Secured Parties, such title to the Collateral, or any part thereof, and, subject to the other provisions of this Section 11.9, such powers, duties, obligations, rights and trusts as the Trustee may consider necessary or desirable. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 11.6 and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required under Section 11.7. No co-trustee shall be appointed without the consent of each Issuer unless such appointment is required as a matter of state law or to enable the Trustee to perform its functions hereunder.

(b) Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions:

(i) The Notes of each Series shall be authenticated and delivered solely by the Trustee or an authenticating agent appointed by the Trustee;

(ii) All rights, powers, duties and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed by the Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed, the Trustee shall be incompetent or unqualified to perform, such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Collateral or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Trustee;

(iii) No trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder; and

(iv) The Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee.

(c) Any notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then-separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Article 11. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Trustee or separately, as may be provided therein, subject to all the provisions of this Base Indenture, any Series Supplement and any other Security Agreement, specifically including every provision of this Base Indenture, any Series Supplement or any other Security Agreement relating to the conduct of, affecting the liability of,

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or affording protection to, the Trustee. Every such instrument shall be filed with the Trustee and a copy thereof given to the Issuers and any Financial Insurance Provider.

(d) Any separate trustee or co-trustee may at any time constitute the Trustee, its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect to this Base Indenture, any Series Supplement or any other Security Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

(e) In connection with the appointment of a co-trustee, the Trustee may, at any time, at the Trustee’s sole cost and expense, without notice to the Noteholders but, so long as a Financial Insurance Provider is the Controlling Party, subject to the prior written consent of the Controlling Party, delegate its duties under this Base Indenture and any Series Supplement to any Person who agrees to conduct such duties in accordance with the terms hereof; provided, however, that no such delegation shall relieve the Trustee of its obligations and responsibilities hereunder with respect to any such delegated duties.

Section 11.10. Representations and Warranties of the Trustee. The Trustee represents and warrants to each Issuer and the Secured Parties that:

(i) The Trustee is a national banking association, organized, existing and in good standing under the laws of the United States of America;

(ii) The Trustee has full power, authority and right to execute, deliver and perform this Base Indenture, any Series Supplement issued concurrently with this Base Indenture and each other Security Agreement and to authenticate the Notes, and has taken all necessary action to authorize the execution, delivery and performance by it of this Base Indenture, any Series Supplement issued concurrently with this Base Indenture and each other Security Agreement and to authenticate the Notes;

(iii) This Base Indenture and each other Security Agreement has been duly executed and delivered by the Trustee; and

(iv) The Trustee meets the requirements of eligibility as a trustee hereunder set forth in Section 11.6.

Section 11.11. Issuer Indemnification of the Trustee. The Issuers shall, jointly and severally, indemnify and hold harmless the Trustee and its directors, officers, agents and employees from and against any claim, loss, liability, expense, damage or injury suffered or sustained by reason of any acts, omissions or alleged acts or omissions arising out of the activities of the Trustee pursuant to this Base Indenture or any Series Supplement, including but not limited to any judgment, award, settlement, reasonable attorneys’ fees and other costs or expenses reasonably incurred in connection with the defense of any actual or threatened action, proceeding or claim; provided, however, that the Issuers shall not indemnify the Trustee or its directors, officers, employees or agents if such acts, omissions or alleged acts or omissions constitute bad faith, negligence or willful misconduct by the Trustee; provided further that any

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amounts payable pursuant to this Section 11.11 shall be made through the application of Collections made in accordance with the priority of payment provisions set forth in the applicable Series Supplement. The indemnity provided herein shall survive the termination of the Indenture and the resignation and removal of the Trustee.

ARTICLE 12.

DISCHARGE OF INDENTURE

Section 12.1. Termination of the Issuers’ Obligations. (a) The Indenture shall cease to be of further effect (except that each Issuer’s obligations under Section 11.5 and Section 11.11 and the Trustee’s and Paying Agent’s obligations under Section 12.3 shall survive) when all Outstanding Notes theretofore authenticated and issued have been delivered (other than destroyed, lost or stolen Notes which have been replaced or paid) to the Trustee for cancellation, the Issuers have paid all sums payable hereunder or under any Related Document and any Financial Insurance Provider has received all amounts due and payable to it hereunder or under any Related Document.

(b) In addition, except as may be provided to the contrary in any Series Supplement, the Issuers may terminate all of their obligations under the Indenture if:

(i) the Issuers irrevocably deposit in trust with the Trustee or at the option of the Trustee, with a trustee reasonably satisfactory to the Trustee and the Issuers under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, money or U.S. Government Obligations in an amount sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay, when due, principal of and interest and prepayment premium on the Notes to maturity or redemption, as the case may be, and to pay all other sums payable by them hereunder; provided, however, that (1) the trustee of the irrevocable trust shall have been irrevocably instructed to pay such money or the proceeds of such U.S. Government Obligations to the Trustee and (2) the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such U.S. Government Obligations to the payment of said principal, interest and prepayment premium with respect to the Notes;

(ii) each Issuer delivers to the Trustee an Officer’s Certificate stating that all conditions precedent to satisfaction and discharge of the Indenture have been complied with, and an Opinion of Counsel to the same effect;

(iii) the Rating Agency Condition is satisfied; and

(iv) any Financial Insurance Provider has received all amounts due and payable hereunder or under any other Related Document and any Financial Insurance Policy has been terminated or canceled (other than with regard to Preference Payments (as defined therein)) by the Trustee and returned to such Financial Insurance Provider.

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Then, the Indenture shall cease to be of further effect (except as provided in this Section 12.1), and the Trustee, on demand of the Issuers, shall execute proper instruments acknowledging confirmation of and discharge under the Indenture.

(c) After such irrevocable deposit made pursuant to Section 12.1(b) and satisfaction of the other conditions set forth herein, the Trustee upon request shall acknowledge in writing the discharge of the Issuers’ obligations under the Indenture except for those surviving obligations specified above.

In order to have money available on a payment date to pay principal or interest on the Notes, the U.S. Government Obligations shall be payable as to principal or interest at least one Business Day before such payment date in such amounts as will provide the necessary money. U.S. Government Obligations shall not be callable at the issuer’s option.

Section 12.2. Application of Trust Money. The Trustee or a trustee satisfactory to the Trustee and the Issuers shall hold in trust money or U.S. Government Obligations deposited with it pursuant to Section 12.1. The Trustee shall apply the deposited money and the money from U.S. Government Obligations through the Paying Agent in accordance with the Indenture to the payment of principal of and interest on the Notes.

The provisions of this Section 12.2 shall survive the expiration or earlier termination of the Indenture.

Section 12.3. Repayment to the Issuers. The Trustee and the Paying Agent shall promptly pay to the Issuers, at their direction upon written request, any excess money or, pursuant to Sections 2.6, return any Notes held by them at any time.

The provisions of this Section 12.3 shall survive the expiration or earlier termination of the Indenture.

Section 12.4. Reinstatement. If the Trustee or Paying Agent is unable to apply any funds received under this Article 12 by reason of any proceeding, order or judgment of any court or Governmental Authority enjoining, restraining or otherwise prohibiting such application, the Issuer Obligations shall be revived and reinstated as though no deposit had occurred, until such time as the Trustee or Paying Agent is permitted to apply all such funds or property in accordance with this Article 12. If the Issuers make any payment of principal of, or interest or prepayment premium on, any Notes or any other sums under the Indenture while such obligations have been reinstated, the Issuers shall be subrogated to the rights of the Noteholders or other Secured Parties who received such funds or property from the Trustee to receive such payment in respect of the Notes.

ARTICLE 13.

AMENDMENTS

Section 13.1. Without Consent of the Noteholders. Without the consent of any Noteholder, the Issuers and the Trustee (solely as long as a Financial

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Insurance Provider is the Controlling Party, acting at the direction of the Controlling Party), at any time and from time to time, may, with the written consent of the Controlling Party (solely as long as a Financial Insurance Provider is the Controlling Party), enter into one or more Supplements hereto, in form satisfactory to the Trustee, and any Issuer may amend or otherwise modify any Related Document to which it is a party, in each case for any of the following purposes:

(a) subject to Section 2.3, to create a new Series of Notes;

(b) to add to the covenants of any Issuer for the benefit of any Secured Parties or to surrender any right or power herein conferred upon any Issuer (provided, however, that no Issuer will pursuant to this subsection 13.1(b) surrender any right or power it has against any other Issuer, the Nominee Titleholder, the Fleet Manager or any Rental Company under the Related Documents);

(c) to mortgage, pledge, convey, assign and transfer to the Trustee any prop-erty or assets as security for the Notes and to specify the terms and conditions upon which such property or assets are to be held and dealt with by the Trustee and to set forth such other provisions in respect thereof as may be required by the Indenture or as may, consistent with the provisions of the Indenture, be deemed appropriate by the Issuers and the Trustee, or to correct or amplify the description of any such property or assets at any time so mortgaged, pledged, conveyed and transferred to the Trustee on behalf of the Secured Parties;

(d) to cure any mistake, ambiguity, defect, or inconsistency or to correct or supplement any provision contained herein or in any Related Document to which any Issuer is a party;

(e) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Notes; or

(f) to correct or supplement any provision herein or in any Related Document to which any Issuer is a party which may be inconsistent with any other provision herein or therein or to make consistent any other provisions with respect to matters or questions arising hereunder or under any Related Document to which any Issuer is a party;

provided, however, that, so long as a Financial Insurance Provider is not the Controlling Party, such action shall not adversely affect in any material respect the interests of any Noteholders, as evidenced by an Opinion of Counsel delivered to the Trustee; provided further that the failure of any Financial Insurance Provider to respond to the Issuers’ written request for consent to any amendment pursuant to clause (d) or (f) above (which request refers to this Section 13.1 and includes the text of this proviso therein in its entirety) within fifteen (15) Business Days of actual receipt thereof by an Authorized Officer of such Financial Insurance Provider will constitute such Controlling Party’s consent to such amendment. Upon the request of the Issuers, the Trustee shall join with the Issuers in the execution of any Supplement authorized or permitted by the terms of the Indenture and shall make any further appropriate agreements and stipulations which may be therein contained, but the Trustee shall not be obligated to enter into such Supplement which adversely affects its own rights, duties or immunities under the Indenture or otherwise. The Issuers shall give, or cause to be given, prior written notice of any amendment to be made pursuant to this Section 13.1 to each Rating Agency.

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Section 13.2. With Consent of the Noteholders. Except as provided in Section 13.1, the provisions of this Base Indenture and any Series Supplement (unless otherwise provided in such Series Supplement) and each other Related Document to which any Issuer is a party may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to in writing by each Issuer, the Trustee (acting at the direction of the Controlling Party) and the Controlling Party. In addition to the foregoing:

(i) (w) any modification of this Section 13.2, (x) any change in any requirement hereunder that any particular action be taken by Noteholders holding the relevant percentage in principal amount of the Notes, (y) any change in the definition of the term “Aggregate Note Balance” or any defined term used for the purpose of such definition and (z) any change in the definition of the terms “Aggregate Asset Amount,” “Aggregate Asset Amount Deficiency,” “Discounted Aggregate Asset Amount” or any defined term used for the purpose of any such definitions, which change, solely in the case of clause (z), could reasonably be expected to have a material adverse effect on any Noteholder, shall require the consent of each affected Noteholder; and

(ii) any amendment, waiver or other modification that would (a) extend the due date for, or reduce the amount of any scheduled repayment or prepayment of principal of or interest on any Note (or reduce the principal amount of or rate of interest on any Note) shall require the consent of each affected Noteholder; (b) approve the assignment or transfer by any Issuer of any of its rights or obligations hereunder or under any other Related Document to which it is a party except pursuant to the express terms hereof or thereof shall require the consent of each Noteholder; (c) release any obligor under any Related Document to which it is a party except pursuant to the express terms of such Related Document shall require the consent of each Noteholder; (d) affect adversely the interests, rights or obligations of any Noteholder individually in comparison to any other Noteholder shall require the consent of such Noteholder; or (e) amend or otherwise modify any Rapid Amortization Event not subject to waiver shall require the consent of each affected Noteholder.

The Issuers shall give, or cause to be given, prior written notice of any amendment to be made pursuant to this Section 13.2 to each Rating Agency.

Section 13.3. Supplements

. Each amendment or other modification to the Indenture or the Notes shall be set forth in a Supplement. In addition to the manner provided in Sections 13.1 and 13.2, each Series Supplement may be amended as provided for in such Series Supplement.

Section 13.4. Revocation and Effect of Consents. Until an amendment or waiver becomes effective, a consent to it by a Noteholder of a Note is a continuing consent by the Noteholder and every subsequent Noteholder of a Note or portion of a Note that evidences the same debt as the consenting Noteholder’s Note, even if notation of the consent is not made on any Note. However, any such Noteholder or subsequent Noteholder may revoke the consent as to his Note or portion of a Note if the Trustee receives written notice of revocation before the date the amendment or waiver becomes effective. An amendment or waiver becomes effective

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in accordance with its terms and thereafter binds every Noteholder. The Issuers may fix a record date for determining which Noteholders must consent to such amendment or waiver.

Section 13.5. Notation on or Exchange of Notes. The Trustee may place an appropriate notation about an amendment or waiver on any Note thereafter authenticated. The Issuers in exchange for all Notes may issue and the Trustee shall authenticate new Notes that reflect the amendment or waiver. Failure to make the appropriate notation or issue a new Note shall not affect the validity and effect of such amendment or waiver.

Section 13.6. The Trustee to Sign Amendments, etc. The Trustee shall sign any Supplement authorized pursuant to this Article 13 if the Supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may, but need not, sign it. In signing such Supplement, the Trustee shall be entitled to receive, if requested, an indemnity reasonably satisfactory to it and to receive and shall be fully protected in relying upon, Officer’s Certificates and an Opinion of Counsel as conclusive evidence that such Supplement is authorized or permitted by the Indenture and that it will be valid and binding upon the Issuers in accordance with its terms.

ARTICLE 14.

MISCELLANEOUS

Section 14.1. Notices. (a) Any notice or communication under the Indenture by any Issuer to the Trustee or any other party, or by the Trustee to any Issuer or any other party shall be in writing and delivered in person or mailed by first-class mail (registered or certified, return receipt requested), facsimile, overnight air courier guaranteeing next day delivery or, solely with the recipient’s consent, e-mail, to the other’s address, which may be updated or amended from time to time by written notice to the other party:

If to any Issuer:

c/o U-Haul S Fleet, LLC

1325 Airmotive Way, Suite 100

Reno, Nevada 89502

Attn: Assistant Treasurer

Fax: (775) 688-6338

Email: rwardrip@amerco.com

with a copy to:

c/o U-Haul S Fleet, LLC

2727 N. Central Avenue

Phoenix, Arizona 85004

Attn: Assistant General Counsel and Secretary

Fax: (602) 263-6173

Email: jeniffer_settles@uhaul.com

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with a copy to the Administrator:

U-Haul International, Inc.

2727 N. Central Avenue

Phoenix, Arizona

Attn: Assistant General Counsel and Secretary

Fax: (602) 263-6173

Email: jeniffer_settles@uhaul.com

If to the Trustee:

U.S. Bank National Association

c/o U.S. Bank Corporate Trust Services

209 South LaSalle Street, 3^rd Floor

Mailcode: MK-IL-RY3B

Chicago, Illinois 60604-1219

Attn: U-Haul 2007-1

Phone: (312) 325-8904

Fax: (312) 325-8905

If to an Enhancement Provider, at the address provided in the applicable Enhancement Agreement.

Any Issuer or the Trustee by notice to the other and each Enhancement Provider may designate additional or different addresses for subsequent notices or communications; provided, however, no Issuer may not at any time designate more than a total of three (3) addresses to which notices must be sent in order to be effective.

Any notice (i) given in person shall be deemed delivered on the date of delivery of such notice, (ii) given by first class mail shall be deemed given five (5) days after the date that such notice is mailed, (iii) delivered by facsimile or other electronic means (including e-mail) shall be deemed given on the date of delivery of such notice, and (iv) delivered by overnight air courier shall be deemed delivered one Business Day after the date that such notice is delivered to such overnight courier.

Notwithstanding any provisions of the Indenture to the contrary, the Trustee shall have no liability based upon or arising from the failure to receive any notice required by or relating to the Indenture or the Notes.

If the Issuers mail a notice or communication to Noteholders, they shall mail a copy to the Trustee and any Financial Insurance Provider at the same time.

(b) Where the Indenture provides for notice to Noteholders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if sent in writing and mailed, first-class postage prepaid, to each Noteholder affected by such event, at its address as it appears in the Note Register, not later than the latest date, and not earlier than the earliest

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date, prescribed (if any) for the giving of such notice. In any case where notice to Noteholder is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Noteholder shall affect the sufficiency of such notice with respect to other Noteholders, and any notice which is mailed in the manner herein provided shall be conclusively presumed to have been duly given. Where the Indenture provides for notice in any manner, such notice may be waived in writing by any Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Noteholders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. Any notice delivered to any Issuer in accordance with the terms of this Section 14.1 shall be deemed to have been given to each Issuer.

In the case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice by mail, then such notification as shall be made that is satisfactory to the Trustee shall constitute a sufficient notification for every purpose hereunder.

Section 14.2. Communication by Noteholders With Other Noteholders. Noteholders may communicate with other Noteholders with respect to their rights under this Indenture or the Notes and any Financial Insurance Provider may communicate with any Noteholders.

Section 14.3. Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Issuers to the Trustee to take any action under the Indenture or any other Security Agreement , the Issuers shall furnish to the Trustee an Officer’s Certificate of each Issuer in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 14.4) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in the Indenture or any other Security Agreement relating to the proposed action have been complied with.

Section 14.4. Statements Required in Certificate. Each certificate with respect to compliance with a condition or covenant provided for in the Indenture or any other Security Agreement shall include:

(a) a statement that the Person giving such certificate has read such covenant or condition;

(b) a brief statement as to the nature and scope of the examination or investigation upon which the statements contained in such certificate are based;

(c) a statement that, in the opinion of such Person, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(d) a statement as to whether or not, in the opinion of such Person, such condition or covenant has been complied with.

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Section 14.5. Rules by the Trustee. The Trustee may make reasonable rules for action by or at a meeting of Noteholders.

Section 14.6. Duplicate Originals. The parties may sign any number of copies of this Base Indenture. One signed copy is sufficient to prove this Base Indenture.

Section 14.7. Benefits of Indenture. Except as set forth in a Series Supplement, nothing in this Base Indenture or in the Notes, expressed or implied, shall give to any Person, other than the parties hereto and their successors hereunder and the Holders, any benefit or any legal or equitable right, remedy or claim under the Indenture. Each Financial Insurance Provider shall be deemed to be a third-party beneficiary of this Base Indenture and shall be entitled to enforce the obligations of the parties hereunder.

Section 14.8. Payment on Business Day. In any case where any Payment Date, redemption date or maturity date of any Note shall not be a Business Day, then (notwithstanding any other provision of the Indenture) payment of interest or principal (and prepayment premium, if any), as the case may be, need not be made on such date but may be made on the next succeeding Business Day with the same force and effect as if made on the Payment Date, redemption date, or maturity date; provided, however, that no interest shall accrue for the period from and after such Payment Date, redemption date, or maturity date, as the case may be.

Section 14.9. Governing Law. THIS BASE INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

Section 14.10. No Adverse Interpretation of Other Agreements. The Indenture may not be used to interpret another indenture, loan or debt agreement of any Issuer or an Affiliate of any Issuer. Any such indenture, loan or debt agreement may not be used to interpret the Indenture.

Section 14.11. Successors. All agreements of each Issuer in the Indenture and the Notes shall bind its successor; provided, however, no Issuer may assign its obligations or rights under the Indenture or any Related Document except with the prior written consent of the Controlling Party and in accordance with the terms thereof. All agreements of the Trustee in the Indenture shall bind its successor.

Section 14.12. Severability. In case any provision in the Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 14.13. Counterpart Originals. The parties may sign any number of copies of this Base Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

Section 14.14. Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table, and headings of the Articles and Sections of this Base Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, and shall in no way modify or restrict any of the terms or provisions hereof.

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Section 14.15. Termination; Collateral. This Base Indenture, and any grants, pledges and assignments hereunder, shall become effective concurrently with the issuance of the first Series of Notes and, subject to Section 3.4, shall terminate when (a) all Issuer Obligations shall have been fully paid and satisfied, (b) the obligations of each Enhancement Provider under any Enhancement and related documents have terminated and been released, and (c) any Enhancement shall have terminated, at which time the Trustee, at the request of the Issuers and upon receipt of an Officer’s Certificate from each Issuer to the effect that the conditions in clauses (a), (b) and (c) above have been complied with and upon receipt of a certificate from the Trustee and each Enhancement Provider to the effect that the conditions in clauses (a), (b) and (c) above relating to Issuer Obligations to the Noteholders and each Enhancement Provider have been complied with, shall reassign (without recourse upon, or any warranty whatsoever by, the Trustee) and deliver all Collateral and documents then in the custody or possession of the Trustee promptly to the order of the Issuers; provided, however, that the grants, pledges and assignments so terminated shall continue to be effective or automatically be reinstated, as the case may be, if payment of any Issuer Obligation is rescinded or otherwise must be restored or returned by the Trustee or any Noteholder upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of any Issuer or any other obligor or otherwise, all as though such payments had not been made.

Section 14.16. Release of an Issuer. In the event that all of the Cargo Vans or Pick-Up Trucks, as applicable, owned by a Cargo Van/Pick-Up Truck SPV are sold or otherwise disposed of in accordance with Section IV of the SPV Fleet Owner Agreement and the Disposition Proceeds thereof are distributed in accordance with the terms of the Indenture, such Cargo Van/Pick-Up Truck SPV shall be released and discharged from its obligations under the Indenture and shall be deemed to no longer be an Issuer hereunder.

Section 14.17. No Bankruptcy Petition. Each of the Secured Parties and the Trustee hereby covenants and agrees that, prior to the date which is one year and one day after the payment in full of all Issuer Obligations, it will not institute against, or join with any other Person in instituting against, any Issuer, any Permitted Note Issuance SPV or the Nominee Titleholder any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings, under any federal or state bankruptcy or similar law; provided, however, that nothing in this Section 14.17 shall constitute a waiver of any right to indemnification, reimbursement or other payment from the Issuers pursuant to this Base Indenture or any other Related Document. In the event that any such Secured Party or any Trustee takes action in violation of this Section 14.17, such Issuer, such Permitted Note Issuance SPV or the Nominee Titleholder shall file an answer with the bankruptcy court or otherwise properly contesting the filing of such a petition by any such Secured Party or the Trustee against such Issuer, such Permitted Note Issuance SPV or the Nominee Titleholder or the commencement of such action and raising the defense that such Secured Party or the Trustee has agreed in writing not to take such action and should be estopped and precluded therefrom and such other defenses, if any, as its counsel advises that it may assert. The provisions of this Section 14.17 shall survive the termination of this Base Indenture, and the resignation or removal of the Trustee. Nothing contained herein shall preclude participation by any Secured Party or the Trustee in the assertion or defense of its claims in any such proceeding involving any Issuer, any Permitted Note Issuance SPV or the Nominee Titleholder.

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Section 14.18. No Recourse.Notwithstanding any provisions herein to the contrary, all of the obligations of each Issuer under or in connection with the Notes and the Indenture are nonrecourse obligations of such Issuer payable solely from the Collateral and following realization of the Collateral and its reduction to zero, any claims of the Noteholders and the Trustee against such Issuer shall be extinguished and shall not thereafter revive. Each Noteholder, by accepting a Note, acknowledges and agrees that the Issuers will only make payments with respect to any Issuer Obligations to the extent of funds available pursuant to the terms of the Indenture. It is understood that the foregoing provisions of this Section 14.18 shall not (i) prevent recourse to the Collateral for the sums due or to become due under any security, instrument or agreement which is part of the Collateral or (ii) constitute a waiver, release or discharge of any indebtedness or obligation evidenced by the Notes or secured by the Indenture (to the extent it relates to the obligation to make payments on the Notes) until such Collateral has been realized and reduced to zero, whereupon any outstanding Indebtedness or other obligation in respect of the Notes shall be extinguished and shall not thereafter revive. It is further understood that the foregoing provisions of this Section 14.18 shall not limit the right of any Person to name any Issuer as a party defendant in any Proceeding or in the exercise of any other remedy under the Notes or the Indenture, so long as no judgment in the nature of a deficiency judgment shall be asked for or (if obtained) enforced against any such Person or entity.

Section 14.19. Subordination.Each Noteholder by accepting a Note acknowledges and agrees that such Note represents nonrecourse indebtedness of the Issuers secured by the Collateral and that as a Noteholder it shall have no right, title, claim or interest in or to any other assets pledged by USF to secure any other Indebtedness of USF (“Other Assets”), it being understood and agreed by the Issuers that the Collateral shall not be pledged to secure any other Indebtedness. To the extent that, notwithstanding the agreements and provisions contained in the preceding sentence of this Section 14.19, any Noteholder either (i) asserts an interest or claim to, or benefit from, Other Assets or (ii) is deemed to have any such interest, claim or benefit in or from Other Assets, whether by operation of law, legal process, pursuant to applicable provisions of insolvency laws or otherwise (including by virtue of Section 1111(b) of the Bankruptcy Code or any successor provision having similar effect under the Bankruptcy Code), each Noteholder by accepting a Note further acknowledges and agrees that any such interest, claim or benefit in or from Other Assets is and shall be expressly subordinated to the indefeasible payment in full of all Indebtedness secured by such Other Assets (whether or not any such entitlement or security interest is legally perfected or otherwise entitled to a priority of distribution or application under applicable law, including insolvency laws), including, the payment of post-petition interest on such other Indebtedness. This subordination agreement shall be deemed a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code. Each Noteholder further acknowledges and agrees that no adequate remedy at law exists for a breach of this Section 14.19 and the terms of this Section 14.19 may be enforced by an action for specific performance. Nothing herein is intended to be construed to permit the issuance of other Indebtedness of any Cargo Van/Pick-Up Truck SPV while the Indebtedness under the Notes is Outstanding, or to permit USF to issue any Indebtedness except on the terms and conditions expressly provided herein.

Section 14.20. Waiver of Trial by Jury. EACH PARTY HERETO HEREBY EXPRESSLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS BASE

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INDENTURE OR ANY SERIES SUPPLEMENT HERETO OR ANY OTHER RELATED DOCUMENT TO WHICH IT IS A PARTY, OR UNDER ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNEC-TION THEREWITH OR ARISING FROM ANY RELATIONSHIP EXISTING IN CONNECTION WITH THIS BASE INDENTURE OR ANY SERIES SUPPLEMENT HERETO OR ANY RELATED TRANSACTION, AND AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.

Section 14.21. Submission to Jurisdiction. The Trustee may enforce any claim arising out of the Indenture in any state or federal court having subject matter jurisdiction and located in New York, New York. For the purpose of any action or proceeding instituted with respect to any such claim, each Issuer hereby irrevocably submits to the jurisdiction of such courts. Each Issuer irrevocably consents to the service of process out of said courts by mailing a copy thereof, by registered mail, postage prepaid, to such Issuer and agrees that such service, to the fullest extent permitted by law, (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall be taken and held to be valid personal service upon and personal delivery to it. Nothing herein contained shall affect the right of the Trustee to serve process in any other manner permitted by law or preclude the Trustee from bringing an action or proceeding in respect hereof in any other country, state or place having jurisdiction over such action. Each Issuer hereby irrevocably waives, to the fullest extent permitted by law, any objection which it may have or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court located in New York, New York and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum.

Section 14.22. Know Your Customer. To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify and record information that identifies each person who opens an account. For a non-individual Person such as a business entity, a charity, a trust or other legal entity, the Trustee will ask for documentation to verify its formation and existence as a legal entity. The Trustee may also ask to see financial statements, licenses, identification and authorization documents from individuals claiming authority to represent the entity or other relevant documentation.

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IN WITNESS WHEREOF, the Trustee and each Issuer have caused, this Base Indenture to be duly executed by their respective duly authorized officers as of the day and year first written above.

U-HAUL S FLEET, LLC,

as Issuer

By:

Name:

Title:

2007 BE-1, LLC,

as Issuer

By:

Name:

Title:

2007 BP-1, LLC,

as Issuer

By:

Name:

Title:

U.S. BANK NATIONAL ASSOCIATION,

as Trustee

By:

Name:

Title:

Schedule I

Definitions List

EXHIBIT A

FORM OF MONTHLY REPORT

A-1

EXHIBIT B

LIMITED GUARANTEE

made by

[CARGO VAN/PICK-UP TRUCK SPV]

in favor of

[PERMITTED NOTE ISSUANCE TRUSTEE]

Dated as of [__________ __, _____]

LIMITED GUARANTEE

This LIMITED GUARANTEE (this “Limited Guarantee”), dated as of [________ ___, ____] made by [CARGO VAN/PICK-UP TRUCK SPV], a Nevada limited liability company (the “Guarantor”), in favor of [PERMITTED NOTE ISSUANCE TRUSTEE], a [_____________] (the “Permitted Note Issuance Trustee”).

RECITALS:

WHEREAS, the Guarantor, U-Haul S Fleet, LLC (“USF”), and each other Cargo Van/Pick-Up Truck SPV have entered into that certain 2007-1 Cargo Van/Pick-Up Truck Base Indenture with U.S. Bank National Association, dated as of the date hereof (as amended, supplemented or otherwise modified in accordance with its terms, the “Base Indenture”), as supplemented by one or more Series Supplements thereto (as so supplemented, the “Indenture”), providing for the issuance by the Guarantor, USF and each other Cargo Van/Pick-Up Truck SPV of one or more series of notes (the “Notes”);

WHEREAS, USF has entered into an indenture, dated the date hereof (the “Permitted Note Issuance Indenture”) with the Permitted Note Issuance Trustee pursuant to which it will issue, jointly and severally with [___________], [___________] and [____________] (collectively, the “Permitted Note Issuance SPVs”), one or more series of Permitted Notes;

WHEREAS, the Guarantor has obtained or will obtain benefits from the use of the proceeds of the issuance of the Notes; and

WHEREAS, pursuant to the terms of the Base Indenture, and as a condition to the issuance of the Permitted Notes in accordance with the Permitted Note Issuance Indenture, the Guarantor is required to guarantee, on an unsecured basis, the full and prompt payment of the Guaranteed Obligations (as hereinafter defined) when due pursuant to, and in accordance with, the terms and conditions of this Limited Guarantee;

NOW, THEREFORE, in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Guarantor hereby agrees, covenants, represents and warrants to the Permitted Note Issuance Trustee as follows:

Section 1. Definitions. (a) All capitalized terms used and not defined herein shall have the respective meanings given such terms in Schedule I to the Base Indenture; provided, however, that if a term used herein is defined both herein and in the Base Indenture, the definition of such term herein shall govern.

(b) The words “hereof,” “herein”, “hereto” and “hereunder” and words of similar import when used in this Limited Guarantee shall refer to this Limited Guarantee as a whole and not to any particular provision of this Limited Guarantee, and Section references are to this Limited Guarantee unless otherwise specified.

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(c) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.

Section 2. Guarantee. a) The Guarantor hereby irrevocably, absolutely and unconditionally assumes liability for, and guarantees for the benefit of the Permitted Note Issuance Trustee, the prompt and complete payment and performance of the following obligations and liabilities (hereinafter collectively referred to as the “Guaranteed Obligations”) on the terms set forth herein:

(i) payment by USF of all amounts owed by it pursuant to its joint liability under the Permitted Note Issuance Indenture in connection with any Permitted Notes issued thereunder, whether for principal, interest, prepayment premium, fees, penalties, expenses, indemnities or otherwise; and

(ii) payment of any and all expenses, including reasonable attorneys’ fees incurred by the Permitted Note Issuance Trustee in enforcing its rights under this Limited Guarantee.

(b) All sums payable under this Limited Guarantee shall be payable within five (5) days after demand therefor and without reduction for any offset, claim, counterclaim or defense.

(c) All amounts payable by the Guarantor under this Limited Guarantee will be made through the application of Collections made in accordance with the priority of payment provisions set forth in the Indenture.

Section 3. Representations and Warranties. The Guarantor hereby represents and warrants to the Permitted Note Issuance Trustee, as of the date hereof and as of each date of issuance of any Permitted Notes under the Permitted Note Issuance Indenture that:

(a) Organization; Ownership; Power; Qualification. The Guarantor (i) is a limited liability company, duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation, (ii) has the power and authority to own its properties and to carry on its business as now being and hereafter proposed to be conducted and (iii) is duly qualified, in good standing and authorized to do business in each jurisdiction in which the character of its properties or the nature of its businesses requires such qualification or authorization, except, in the case of clause (iii), for such qualification or authorization the lack of which could not be reasonably expected to have a Material Adverse Effect.

(b) Power and Authorization; Enforceability. The Guarantor has the power and has taken all necessary action to authorize it to execute, deliver and perform this Limited Guarantee and each of the other Related Documents to which it is a party in accordance with their respective terms, and to consummate the transactions contemplated hereby and thereby. This Limited Guarantee has been duly executed and delivered by the Guarantor and is, and each of the other Related Documents to which the Guarantor is a party is, a legal, valid and binding obligation of the Guarantor enforceable in accordance with its terms.

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(c) Compliance. The execution, delivery and performance by the Guarantor of this Limited Guarantee and each other Related Document to which it is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not (i) require any consent, approval, authorization or registration not already obtained or effected, (ii) violate any applicable law with respect to the Guarantor which violation could result in a material adverse effect on its financial condition, business, prospects or properties or a Material Adverse Effect, (iii) conflict with, result in a breach of, or constitute a default under the certificate of formation or limited liability company agreement of the Guarantor, or under any indenture, agreement, or other instrument to which the Guarantor is a party or by which its properties may be bound, or (iv) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by the Guarantor except Permitted Liens.

(d) Litigation. There is no action, suit or proceeding pending against or, to the knowledge of the Guarantor, threatened against or affecting the Guarantor before any court or arbitrator or any Governmental Authority that could materially adversely affect the financial position, results of operations, business, properties, performance or condition (financial or otherwise) of the Guarantor or which in any manner draws into question the validity or enforceability of this Limited Guarantee or any other Related Document or the ability of the Guarantor to comply with any of the respective terms hereunder or thereunder.

Section 4. Covenants. The Guarantor hereby covenants and agrees that, until the payment in full of all Issuer Obligations under the Indenture:

(a) Existence; Foreign Qualification. The Guarantor shall do and cause to be done at all times all things necessary to (i) maintain and preserve its existence as a limited liability company, (ii) be, and ensure that it is, duly qualified to do business and in good standing as a foreign limited liability company in each jurisdiction where the nature of its business makes such qualification necessary and the failure to so qualify would have a material adverse effect on its financial condition, business, prospects or properties or a Material Adverse Effect and (iii) comply with all Contractual Obligations and Requirements of Law binding upon it, except to the extent that the failure to comply therewith would not, in the aggregate, have a material adverse effect on its financial condition, business, prospects or properties or a Material Adverse Effect.

(b) Business. The Guarantor shall engage only in businesses that are permitted by its Cargo Van/Pick-Up Truck SPV Limited Liability Company Agreement.

(c) Compliance with the Base Indenture. The Guarantor shall perform all of its obligations under the Base Indenture in accordance with the terms thereof and shall comply with all of the provisions thereof.

Section 5. Unconditional Character of Obligations of the Guarantor. (a) The obligations of the Guarantor hereunder shall be irrevocable, absolute and unconditional, irrespective of the validity, regularity or enforceability, in whole or in part, of any Permitted Notes or the Permitted Note Issuance Indenture or any provision thereof or any document or instrument related thereto, or the absence of any action to enforce the same, any waiver or consent with respect to any provision thereof, the recovery of any judgment against USF, the

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Guarantor or any other Person or any action to enforce the same, any failure or delay in the enforcement of the obligations of USF under the Permitted Note Issuance Indenture or the Guarantor under this Limited Guarantee, or any setoff, counterclaim, and irrespective of any other circumstances which might otherwise limit recourse against the Guarantor by the Permitted Note Issuance Trustee or constitute a legal or equitable discharge of defense of a guarantor or surety. The Permitted Note Issuance Trustee may enforce the obligations of the Guarantor under this Limited Guarantee by a proceeding at law, in equity or otherwise, independent of any loan foreclosure or similar proceeding or any deficiency action against USF or any other Person at any time, either before or after an action against any USF or any other Person. This Limited Guarantee is a guarantee of payment and performance and not merely a guarantee of collection. The Guarantor waives diligence, notice of acceptance of this Limited Guarantee, filing of claims with any court, any proceeding to enforce any provision of the Permitted Note Issuance Indenture against the Guarantor, USF or any other Person, any right to require a proceeding first against USF or any other Person, or to exhaust any security for the performance of the Guaranteed Obligations or any other obligations of USF or any other Person, or any protest, presentment, notice of default (except as may be expressly required under the Permitted Note Issuance Indenture) or other notice or demand whatsoever, and the Guarantor hereby covenants and agrees that it shall not be discharged of its obligations hereunder.

(b) The obligations of the Guarantor under this Limited Guarantee, and the rights of the Permitted Note Issuance Trustee to enforce the same by proceedings, whether by action at law, suit in equity or otherwise shall not be in any way affected by any of the following:

(i) any insolvency, bankruptcy, liquidation, reorganization, readjustment, composition, dissolution, receivership, conservatorship, winding up or other similar proceeding involving or affecting USF, the Collateral, the collateral for the Guaranteed Obligations, the Guarantor or any other Person;

(ii) any failure by USF or any other Person, whether or not without fault on its part, to perform or comply with any of the terms of the Permitted Notes or the Permitted Note Issuance Indenture or any document or instrument relating thereto;

(iii) the release of USF or any other Person from the performance or observance of any of the agreements, covenants, terms or conditions contained in the Permitted Notes or the Permitted Note Issuance Indenture or any document or instrument relating thereto by operation of law or otherwise; or

(iv) the release in whole or in part of any collateral for any or all Guaranteed Obligations or for any Permitted Notes or the Permitted Note Issuance Indenture.

(c) Except as otherwise specifically provided in this Limited Guarantee, the Guarantor hereby expressly and irrevocably waives all defenses in an action brought by the Permitted Note Issuance Trustee to enforce this Limited Guarantee based on claims of waiver, release, surrender, alteration or compromise and all setoffs, reductions, or impairments, whether arising hereunder or otherwise.

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(d) The Permitted Note Issuance Trustee may deal with USF and Affiliates of USF in the same manner and as freely as if this Limited Guarantee did not exist and shall be entitled, among other things, to grant USF or any other Person such extension or extensions of time to perform any act or acts as may be deemed advisable by the Permitted Note Issuance Trustee, at any time and from time to time, without terminating, affecting or impairing the validity of this Limited Guarantee or the obligations of the Guarantor hereunder.

(e) No compromise, alteration, amendment, modification, extension, renewal, release or other change of, or waiver, consent, delay, omission, failure to act or other action with respect to, any liability or obligation under or with respect to, or of any of the terms, covenants or conditions of the Permitted Notes, the Permitted Note Issuance Indenture or any document or instrument relating thereto or any amendment, modification or other change of any legal requirement shall in any way alter, impair or affect any of the obligations of the Guarantor hereunder, and the Guarantor agrees that if the Permitted Note Issuance Indenture or any document or instrument relating thereto is modified, the Guaranteed Obligations shall automatically be deemed modified to include such modifications.

(f) The Permitted Note Issuance Trustee may proceed to protect and enforce any or all of its rights under this Limited Guarantee by suit in equity or action at law, whether for the specific performance of any covenants or agreements contained in this Limited Guarantee or otherwise, or to take any action authorized or permitted under applicable law, and shall be entitled to require and enforce the performance of all acts and things required to be performed hereunder by the Guarantor. Each and every remedy of the Permitted Note Issuance Trustee shall, to the extent permitted by law, be cumulative and shall be in addition to any other remedy given hereunder or now or hereafter existing at law or in equity.

(g) No waiver shall be deemed to have been made by the Permitted Note Issuance Trustee of any rights hereunder unless the same shall be in writing and signed by the Permitted Note Issuance Trustee, and any such waiver shall be a waiver only with respect to the specific matter involved and shall in no way impair the rights of the Permitted Note Issuance Trustee or the obligations of the Guarantor to the Permitted Note Issuance Trustee in any other respect or at any other time.

(h) At the option of the Permitted Note Issuance Trustee, the Guarantor may be joined in any action or proceeding commenced by the Permitted Note Issuance Trustee against USF or any other Person in connection with or based upon any Permitted Notes, the Permitted Note Issuance Indenture or any document or instrument relating thereto and recovery may be had against the Guarantor in such action or proceeding or in any independent action or proceeding against the Guarantor to the extent of the Guarantor’s liability hereunder, without any requirement that the Permitted Note Issuance Trustee first assert, prosecute or exhaust any remedy or claim against USF or any other Person, or any security for the obligations of any USF or any other Person.

(i) The Guarantor agrees that this Limited Guarantee shall continue to be effective or shall be reinstated, as the case may be, if at any time any payment is made by or on behalf of the Guarantor to or on behalf of the Permitted Note Issuance Trustee and such payment is rescinded or must otherwise be returned by the Permitted Note Issuance Trustee or its creditors

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(as determined by the Permitted Note Issuance Trustee in its sole and absolute discretion) upon insolvency, bankruptcy, liquidation, reorganization, readjustment, composition, dissolution, receivership, conservatorship, winding up or other similar proceeding involving or affecting the Guarantor or any other Person, all as though such payment had not been made.

(j) In the event that the Guarantor shall advance or become obligated to pay any sums under this Limited Guarantee or in connection with the Guaranteed Obligations or in the event that for any reason whatsoever USF, or any Affiliate of USF is now, or shall hereafter become, indebted to the Guarantor, the Guarantor agrees that (i) the amount of such sums and of such Indebtedness and all interest thereon shall at all times be subordinate as to the Lien, the time of payment and in all other respects to all sums, including principal and interest and other amounts, at any time owed to the Permitted Note Issuance Trustee under the Permitted Note Issuance Indenture by USF, and (ii) the Guarantor shall not be entitled to enforce or receive payment thereof until all principal, interest and other sums due pursuant to all Permitted Notes, the Permitted Note Issuance Indenture or any document or instrument relating thereto have been paid in full. Nothing herein contained is intended or shall be construed to give the Guarantor any right of subrogation in or under the Permitted Notes or the Permitted Note Issuance Indenture or any right to participate in any way therein, or in the right, title or interest of the Permitted Note Issuance Trustee in or to any collateral securing the Permitted Notes, notwithstanding any payments made by the Guarantor under this Limited Guarantee, until the actual and irrevocable receipt by each the Permitted Note Issuance Trustee in full of all principal, interest and other sums due with respect to the Permitted Notes or otherwise payable under the Permitted Note Issuance Indenture. If any amount shall be paid to the Guarantor on account of such subrogation rights at any time when any such sums due and owing to the Permitted Note Issuance Trustee shall not have been fully paid, such amount shall be paid by the Guarantor to the Permitted Note Issuance Trustee for credit and application against such sums due and owing to the Permitted Note Issuance Trustee.

Section 6. Amendments. The terms of this Limited Guarantee shall not be waived, altered, modified, amended, supplemented or terminated in any manner whatsoever except upon (i) execution of a written instrument by the Permitted Note Issuance Trustee and the Guarantor and (ii) the satisfaction of the Permitted Note Issuance Rating Agency Condition with respect thereto.

Section 7. Successors and Assigns. This Limited Guarantee shall be binding upon the Guarantor, and the Guarantor’s respective estate, heirs, personal representatives, successors and assigns, may not be assigned or delegated by the Guarantor and shall inure to the benefit of the Permitted Note Issuance Trustee and its successors and assigns.

Section 8. Applicable Law and Consent to Jurisdiction. (a) THIS LIMITED GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

(b) The Permitted Note Issuance Trustee may enforce any claim arising out of this Limited Guarantee in any state or federal court having subject matter jurisdiction and located in New York, New York. For the purpose of any action or proceeding instituted with respect to

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any such claim, the Guarantor hereby irrevocably submits to the jurisdiction of such courts. The Guarantor irrevocably consents to the service of process out of said courts by mailing a copy thereof, by registered mail, postage prepaid, to the Guarantor and agrees that such service, to the fullest extent permitted by law, (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall be taken and held to be valid personal service upon and personal delivery to it. Nothing herein contained shall affect the right of the Permitted Note Issuance Trustee to serve process in any other manner permitted by law or preclude the Permitted Note Issuance Trustee from bringing an action or proceeding in respect hereof in any other country, state or place having jurisdiction over such action. The Guarantor hereby irrevocably waives, to the fullest extent permitted by law, any objection which it may have or hereafter have to the laying of the venue of any such suit, action or proceed-ing brought in any such court located in New York, New York and any claim that any such suit, action or proceed-ing brought in such a court has been brought in an inconve-nient forum.

Section 9. Section Headings. The headings of the sections and paragraphs of this Limited Guarantee have been inserted for convenience of reference only and shall in no way define, modify, limit or amplify any of the terms or provisions hereof.

Section 10. Severability. Any provision of this Limited Guarantee which may be determined by any competent authority to be prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted by applicable law, the Guarantor hereby waives any provision of law which renders any provision hereof prohibited or unenforceable in any respect.

Section 11. Waiver of Trial by Jury. EACH PARTY HERETO HEREBY EXPRESSLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS LIMITED GUARANTEE OR ANY OTHER RELATED DOCUMENT TO WHICH IT IS A PARTY, OR UNDER ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNEC-TION THEREWITH OR ARISING FROM ANY RELATIONSHIP EXISTING IN CONNECTION WITH THIS LIMITED GUARANTEE OR ANY RELATED TRANSACTION, AND AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.

Section 12. Notices. All notices, requests or other communications desired or required to be given under this Limited Guarantee shall be in writing and shall be sent by (a) certified or registered mail, return receipt requested, postage prepaid, (b) national prepaid overnight delivery service, (c) telecopy or other facsimile transmission (following with hard copies to be sent by national prepaid overnight delivery service) or (d) personal delivery with receipt acknowledged in writing, as follows:

(i) if to the Permitted Note Issuance Trustee:

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[Permitted Note Issuance Trustee]

[__________________]

[__________________]

Attention: [__________________]

Facsimile: [__________________]

(ii) if to the Guarantor:

c/o U-Haul S Fleet, LLC

[__________________]

[__________________]

Attention: [__________________]

Facsimile: [__________________]

Any of the Persons in subclauses (i) or (ii) above may change its address for notices hereunder by giving notice of such change to the other Persons. All notices and demands shall be deemed to have been given either at the time of the delivery thereof to any officer or manager of the Person entitled to receive such notices and demands at the address of such person for notices hereunder, or on the third day after the mailing thereof to such address, as the case may be..

Section 13. The Guarantor’s Receipt of Permitted Note Issuance Indenture and Permitted Note Issuance Related Documents. The Guarantor by its execution hereof acknowledges receipt of a true copy of the Permitted Note Issuance Indenture. The Permitted Note Issuance Trustee hereby agrees to provide the Guarantor with true copies of (i) any supplement to the Permitted Note Issuance Indenture, (iii) any series supplement to the Permitted Note Issuance Indenture creating series of Permitted Notes and (iii) each other related Permitted Note Issuance Related Document, in each case promptly upon execution thereof.

Section 14. Bankruptcy Petition. The Guarantor hereby covenants and agrees that, prior to the date which is one year and one day after the payment in full of all Issuer Obligations and all obligations of USF and each related Permitted Note Issuance SPV under any Permitted Note Issuance Indenture, it will not institute against, or join any other Person in instituting against, USF, any other Cargo Van/Pick-Up Truck SPV, any Permitted Note Issuance SPV or the Nominee Titleholder any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceeding under the laws of the United States or any state of the United States. The provisions of this Section 14 shall survive the termination of this Limited Guarantee.

Section 15. Counterparts. This Limited Guarantee may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, but all of such counterparts shall together constitute but one and the same instrument.

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IN WITNESS WHEREOF, each of the parties hereto has executed this Limited Guarantee as of the date first above written.

[CARGO VAN/PICK-UP TRUCK SPV], as Guarantor

By:

Name:

Title:

ACKNOWLEDGED AND AGREED TO BY:

[PERMITTED NOTE ISSUANCE TRUSTEE]

By:

Name:

Title:

EX-10.102 8 schedule1cargovan.htm SCHEDULE 1 CARGO VAN/PICK UP TRUCK Schedule 1 Cargo Van/Pick up Truck

SCHEDULE I TO BASE INDENTURE

DEFINITIONS LIST

“Account Control Agreement” means each of the Cargo Van/Pick-Up Truck Collection Account Control Agreement and the Cargo Van/Pick-Up Truck Purchase Account Control Agreement.

“Administration Agreement” means the Administration Agreement, dated as of the Effective Date, by and among UHI, as administrator, each Cargo Van/Pick-Up Truck SPV, USF and the Trustee, as amended, modified or supplemented from time to time in accordance with its terms.

“Administrator” means UHI, in its capacity as administrator under the Administration Agreement, or any successor administrator thereunder.

“Administrator Default” is defined in Section 4.3(a) of the Administration Agreement.

“Advance Rate” means, as of any Determination Date, with respect to any Cargo Van or Pick-Up Truck, the percentage set forth in the following table with respect to the Capitalized Cost Discount Percentage for such Cargo Van or Pick-Up Truck:

CARGO VANS

If the Capitalized Cost Discount Percentage is:

Advance Rate

Less than or equal to 95.0%

94.0%

Greater than 95.0% but less than or equal to 97.5%

92.0%

Greater than 97.5% but less than or equal to 100.0%

90.0%

Greater than 100.0% but less than or equal to 102.5%

88.0%

Greater than 102.5% but less than or equal to 105.0%

86.0%

Greater than 105.0% but less than or equal to 107.5%

84.0%

PICK-UP TRUCKS

If the Capitalized Cost Discount Percentage is:

Advance Rate

Less than or equal to 100.0%

90.0%

Greater than 100.0% but less than or equal to 102.5%

88.0%

Greater than 102.5% but less than or equal to 105.0%

86.0%

Greater than 105.0% but less than or equal to 107.5%

84.0%

Greater than 107.5% but less than or equal to 110.0%

82.0%

Greater than 110.0% but less than or equal to 112.5%

80.0%

provided, however that if the Capitalized Cost Discount Percentage with respect to such Cargo Van or Pick-Up Truck is greater than 107.5%, in the case of a Cargo Van, or greater than 112.5%

in the case of a Pick-Up Truck, the Advance Rate for such Cargo Van or Pick-Up Truck will be a percentage (i) agreed to in writing by any Financial Insurance Provider and (ii) with respect to which the Rating Agency Condition shall have been satisfied, in each case prior to the acquisition of such Cargo Van or Pick-Up Truck by any Cargo Van/Pick-Up Truck SPV; provided further, that if the Capitalized Cost Discount Percentage with respect to any Cargo Van or Pick-Up Truck cannot be determined because the trade-in value of a cargo van or pick-up truck of the same make and model as such Cargo Van or Pick-Up Truck but of the previous model year is not published in the most recently published NADA Guide, then the Advance Rate for such Cargo or Pick-Up Truck will equal the Advance Rate for the applicable Reference Truck, less the Advance Rate Decrease, if any, with respect to such Cargo Van or Pick-Up Truck; provided further that on any Determination Date on which the Aggregate Pick-Up Truck Asset Amount is greater than the Maximum Pick-Up Truck Asset Amount, the Advance Rate for each Pick-Up Truck shall be reduced (solely for such Determination Date) by 1.0%.

“Advance Rate Decrease” means, with respect to any Cargo Van or Pick-Up Truck, the percentage set forth in the following table with respect to the Capitalized Cost Increase Percentage for such Cargo Van or Pick-Up Truck:

If the Capitalized Cost Increase Percentage is:

Advance

Rate Decrease

Less than or equal to 2.5%

2.0%

Greater than 2.5% but less than or equal to 5.0%

4.0%

Greater than 5.0% but less than or equal to 7.5%

6.0%

Greater than 7.5% but less than or equal to 10.0%

8.0%

Greater than 10.0% but less than or equal to 12.5%

10.0%

provided, however that if the Capitalized Cost Increase Percentage with respect to such Cargo Van or Pick-Up Truck is greater than 12.5%, the Advance Rate Decrease for such Cargo Van or Pick-Up Truck will be a percentage (i) agreed to in writing by any Financial Insurance Provider and (ii) with respect to which the Rating Agency Condition shall have been satisfied, in each case prior to the acquisition of such Cargo Van or Pick-Up Truck by any Cargo Van/Pick-Up Truck SPV.

“Affiliate” means, with respect to any specified Person, another Person that directly, or indirectly through one or more intermediaries, controls or is controlled by or is under common control with the Person specified. For purposes of this definition, “control” means the power to direct the management and policies of a Person, directly or indirectly, whether through ownership of voting securities, by contract or otherwise; and “controlled” and “controlling” have meanings correlative to the foregoing.

“Aggregate Asset Amount” means, as of any Determination Date, an amount equal to the sum of (i) the Aggregate Assumed Asset Value as of such Determination Date, (ii) all Disposition Receivables as of the last day of the Related Monthly Period which were not more than three (3) days past the applicable Disposition Date and (iii) the amount on deposit in the Cargo Van/Pick-Up Truck Purchase Account as of the last day of the Related Monthly Period

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(after giving effect to all deposits into and withdrawals from the Cargo Van/Pick-Up Truck Purchase Account on such day).

“Aggregate Asset Amount Deficiency” means, as of any Determination Date, the amount, if any, by which the Aggregate Note Balance on the Related Payment Date (after giving effect to all payments to be made on such Payment Date) will exceed the Aggregate Asset Amount as of such Determination Date.

“Aggregate Assumed Asset Value” means, as of any Determination Date, the sum of the Assumed Asset Values as of such Determination Date for all Funded Trucks that were Eligible Trucks as of the last day of the Related Monthly Period.

“Aggregate Note Balance” means, with respect to any Series of Notes Outstanding, the amount specified in the applicable Series Supplement.

“Aggregate Pick-Up Truck Asset Amount” means, as of any Determination Date, the sum of the Assumed Asset Values as of such Determination Date for all Pick-Up Trucks that were Eligible Trucks as of the last day of the Related Monthly Period.

“AMERCO” means AMERCO, a Nevada corporation, and its permitted successors.

“Annual Noteholders’ Tax Statement” is defined in Section 4.4 of the Base Indenture.

“Applicants” is defined in Section 2.8 of the Base Indenture.

“Assumed Asset Value” means, with respect to any Cargo Van or Pick-Up Truck as of any Determination Date, the excess of (i) the Assumed Asset Value of such Cargo Van or Pick-Up Truck as of the immediately preceding Determination Date (or, in the case of the Determination Date in the first full Monthly Period occurring after the In-Service Date with respect to such Cargo Van or Pick-Up Truck, the Capitalized Cost of such Cargo Van or Pick-Up Truck) over (ii) the product of (x) the Seasonal Depreciation Percentage for a Cargo Van or Pick-Up Truck, as applicable, for the Related Monthly Period and (y) the Capitalized Cost of such Cargo Van or Pick-Up Truck; provided that the Assumed Asset Value on any Determination Date for any Cargo Van or Pick-Up Truck that has suffered a Casualty on or prior to the last day of the Related Monthly Period will be zero.

“Assumed Asset Value Schedule” means Exhibit C to the SPV Fleet Owner Agreement setting forth the Seasonal Depreciation Percentages with respect to the Cargo Vans and Pick-Up Trucks.

“Authorized Officer” means (a) with respect to USF, any Cargo Van/Pick-Up Truck SPV, RTAC or the Nominee Titleholder, any Manager, the President, any Vice President, the Secretary, the Treasurer, any Assistant Secretary or any Assistant Treasurer of such Person, (b) with respect to UHI, the President, any Vice President, the Secretary, the Treasurer, any Assistant Secretary, or any Assistant Treasurer of UHI and (c) with respect to any Financial Insurance Provider, any Managing Director or Vice President thereof responsible for the administration of the Notes.

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“Bankruptcy Code” means The Bankruptcy Reform Act of 1978, as amended from time to time, and as codified as 11 U.S.C. Section 101 et seq.

“Base Indenture” means the 2007-1 Cargo Van/Pick-Up Truck Base Indenture, dated as of the Effective Date, among USF, Cargo Van SPV and Pick-Up Truck SPV, as co-issuers, and the Trustee, as amended, modified or supplemented from time to time in accordance with its terms, exclusive of Series Supplements creating new Series of Notes.

“Book-Entry Notes” means beneficial interests in the Notes, ownership and transfers of which shall be evidenced or made through book entries by a Clearing Agency or a Foreign Clearing Agency as described in Section 2.15 of the Base Indenture; provided that after the occurrence of a condition whereupon book-entry registration and transfer are no longer permitted and Definitive Notes are issued to the Note Owners, such Definitive Notes shall replace Book-Entry Notes.

“Business Day” means any day other than a Saturday, Sunday or other day on which banks are authorized or required by law to be closed in New York City, New York, Chicago, Illinois, St. Paul, Minnesota or Phoenix, Arizona.

“Calculation Date” means, with respect to any calculation of the Six-Month DSCR or the One-Month DSCR on any Determination Date, the last day of the Related Monthly Period.

“Canadian Truck” means any Cargo Van or Pick-Up Truck which has been designated by the Fleet Manager for use in the System in Canada.

“Capitalized Cost” means, with respect to any Cargo Van or Pick-Up Truck, the original aggregate price paid for such Cargo Van or Pick-Up Truck, including, without duplication, the price paid for all other components thereof, by the applicable Cargo Van/Pick-Up Truck SPV (or, with respect to any Cargo Van or Pick-Up Truck contributed on the Effective Date pursuant to the Sale and Contribution Agreements, by UHLS) to the entities selling such Cargo Van or Pick-Up Truck or any component thereof to such Cargo Van/Pick-Up Truck SPV(or, with respect to any Cargo Van or Pick-Up Truck contributed on the Effective Date pursuant to the Sale and Contribution Agreements, to UHLS), including delivery charges but excluding taxes and any registration or titling fees.

“Capitalized Cost Discount Percentage” means, with respect to any Cargo Van or Pick-Up Truck, a fraction, expressed as a percentage, (i) the numerator of which is equal to the Capitalized Cost of such Cargo Van or Pick-Up Truck and (ii) the denominator of which is equal to the trade-in value as specified in the most recently published NADA Guide of a cargo van or pick-up truck of the same make and model as such Cargo Van or Pick-Up Truck but of the previous model year.

“Capitalized Cost Increase Percentage” means, with respect to any Cargo Van or Pick-Up Truck, a fraction, expressed as a percentage, (i) the numerator of which is equal to the excess, if any, of (x) the Capitalized Cost of such Cargo Van or Pick-Up Truck over (y) the Capitalized Cost of the applicable Reference Truck and (ii) the denominator of which is equal to the Capitalized Cost of such Reference Truck.

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“Cargo Van” means a cargo van owned by Cargo Van SPV.

“Cargo Van/Pick-Up Truck Collection Account” means securities account no. 113000001 entitled “U.S. Bank National Association, as Trustee under the Base Indenture” maintained by the Cargo Van/Pick-Up Truck Collection Account Securities Intermediary pursuant to the Cargo Van/Pick-Up Truck Collection Account Control Agreement or any successor securities account maintained pursuant to the Cargo Van/Pick-Up Truck Collection Account Control Agreement.

“Cargo Van/Pick-Up Truck Collection Account Control Agreement” means the agreement among USF, each Cargo Van/Pick-Up Truck SPV, U.S. Bank National Association, as securities intermediary, and the Trustee, dated as of the Effective Date, relating to the Cargo Van/Pick-Up Truck Collection Account, as the same may be amended and supplemented from time to time.

“Cargo Van/Pick-Up Truck Collection Account Securities Intermediary” means U.S. Bank National Association or any other securities intermediary that maintains the Cargo Van/Pick-Up Truck Collection Account pursuant to the Cargo Van/Pick-Up Truck Collection Account Control Agreement.

“Cargo Van/Pick-Up Truck Purchase Account” means securities account no. 113000006 entitled “U.S. Bank National Association, as Trustee under the Base Indenture” maintained by the Cargo Van/Pick-Up Truck Purchase Account Securities Intermediary pursuant to the Cargo Van/Pick-Up Truck Purchase Account Control Agreement or any successor securities account maintained pursuant to the Cargo Van/Pick-Up Truck Purchase Account Control Agreement.

“Cargo Van/Pick-Up Truck Purchase Account Control Agreement” means the agreement among USF, each Cargo Van/Pick-Up Truck SPV, U.S. Bank National Association, as securities intermediary, and the Trustee, dated as of the Effective Date, relating to the Cargo Van/Pick-Up Truck Purchase Account, as the same may be amended and supplemented from time to time.

“Cargo Van/Pick-Up Truck Purchase Account Securities Intermediary” means U.S. Bank National Association or any other securities intermediary that maintains the Cargo Van/Pick-Up Truck Purchase Account pursuant to the Cargo Van/Pick-Up Truck Purchase Account Control Agreement.

“Cargo Van/Pick-Up Truck SPV” means each of Cargo Van SPV and Pick-Up Truck SPV.

“Cargo Van/Pick-Up Truck SPV Collateral” is defined in Section 3.1(b) of the Base Indenture.

“Cargo Van/Pick-Up Truck SPV Gross Rental Fees” means, with respect to any Cargo Van or Pick-Up Truck, the gross rental fees paid by customers, excluding (a) any sales or transactional tax and (b) the Safemove Fees, in each case generated by the rental of such Cargo Van or Pick-Up Truck through the System.

“Cargo Van/Pick-Up Truck SPV Limited Liability Company Agreement” means, with respect to any Cargo Van/Pick-Up Truck SPV, the Operating Agreement of such Cargo

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Van/Pick-Up Truck SPV, dated as of June 1, 2007, between USF and the Independent Manager of such Cargo Van/Pick-Up Truck SPV, as amended, modified or supplemented from time to time in accordance with its terms.

“Cargo Van/Pick-Up Truck SPV Membership Interests” means all of the issued and outstanding membership interests in each of the Cargo Van/Pick-Up Truck SPVs.

“Cargo Van/Pick-Up Truck SPV Permitted Note Limited Guarantee” is defined in Section 8.31 of the Base Indenture.

“Cargo Van SPV” means 2007 BE-1, LLC, a Nevada limited liability company, and its permitted successors.

“Casualty” means, with respect to any Cargo Van or Pick-Up Truck as of any date of determination, that (i) such Cargo Van or Pick-Up Truck is destroyed, seized, confiscated or otherwise rendered permanently unfit or unavailable for use as of such date, (ii) such Cargo Van or Pick-Up Truck has otherwise been missing for ninety (90) days or more or (iii) if the Six-Month DSCR, if any, as of the most recent Determination Date is less than 1.25, such Cargo Van or Pick-Up Truck has otherwise been missing for sixty (60) days or more.

“Cede” means Cede & Co., a nominee of DTC.

“Certificate of Title” means, with respect to each Cargo Van or Pick-Up Truck, the certificate of title applicable to such Cargo Van or Pick-Up Truck duly issued in accordance with the certificate of title act or other similar law of the jurisdiction applicable to such Cargo Van or Pick-Up Truck.

“Class” means, with respect to any Series of Notes, any one of the classes of Notes of that Series as specified in the applicable Series Supplement.

“Clearing Agency” means an organization registered as a “clearing agency” pursuant to Section 17A of the Exchange Act or any successor provision thereto.

“Clearing Agency Participant” means a broker, dealer, bank, other financial institution or other Person for whom from time to time a Clearing Agency effects book-entry transfers and pledges of securities deposited with the Clearing Agency.

“Clearstream” means Clearstream Banking, société anonyme.

“Closing Date” means, with respect to any Series of Notes, the date of issuance of such Series of Notes, as specified in the applicable Series Supplement.

“Code” means the Internal Revenue Code of 1986, as amended, reformed or otherwise modified from time to time, and any successor statute of similar import, in each case as in effect from time to time. References to sections of the Code also refer to any successor sections.

“Collateral” means, collectively, the USF Collateral and the Cargo Van/Pick-Up Truck SPV Collateral.

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“Collateral Agreements” means the SPV Fleet Owner Agreement, each Cargo Van/Pick-Up Truck SPV Limited Liability Company Agreement, the Administration Agreement, the Nominee Titleholder Agreement, each Sale and Contribution Agreement, any Hedge Agreement and any Enhancement Agreement (other than the Policy) and any other agreement, document or instrument relating to the formation, business, operations or administration of any Cargo Van/Pick-Up Truck SPV.

“Collections” means the Proceeds of the Collateral, including the following: (i) all payments under the SPV Fleet Owner Agreement, including, all Weekly Fleet Owner Payments, Monthly Fleet Owner Payments and Monthly Advances, (ii) all Disposition Proceeds, and all warranty payments and the proceeds of damage claims, which the Fleet Manager is required to deposit into the Cargo Van Pick-Up Truck Payment Account or the Cargo Van/Pick-Up Truck Collection Account, whether such payments are in the form of cash, checks, wire transfers or other forms of payment and (iii) all Investment Income.

“Commonly Controlled Entity” means an entity, whether or not incorporated, that is under common control with any Issuer within the meaning of Section 4001 of ERISA or is part of a group that includes any Issuer and that is treated as a single employer under Section 414 of the Code.

“Company Order” and “Company Request” means a written order or request signed in the name of each Issuer by any one of its Authorized Officers and delivered to the Trustee.

“Contingent Obligation”, as applied to any Person, means any direct or indirect liability, contingent or otherwise, of that Person (a) with respect to any indebtedness, lease, dividend, letter of credit or other obligation of another if the primary purpose or intent thereof by the Person incurring the Contingent Obligation is to provide assurance to the obligee of such obligation of another that such obligation of another will be paid or discharged, or that any agreements relating thereto will be complied with, or that the holders of such obligation will be protected (in whole or in part) against loss in respect thereof or (b) under any letter of credit issued for the account of that Person or for which that Person is otherwise liable for reimbursement thereof. Contingent Obligation shall include (a) the direct or indirect guarantee, endorsement (otherwise than for collection or deposit in the ordinary course of business), co-making, discounting with recourse or sale with recourse by such Person of the obligation of another and (b) any liability of such Person for the obligations of another through any agreement (contingent or otherwise) (i) to purchase, repurchase or otherwise acquire such obligation or any security therefor, or to provide funds for the payment or discharge of such obligation (whether in the form of loans, advances, stock purchases, capital contributions or otherwise), (ii) to maintain the solvency of any balance sheet item, level of income or financial condition of another or (iii) to make take-or-pay or similar payments if required regardless of non-performance by any other party or parties to an agreement, if in the case of any agreement described under subclause (i) or (ii) of this sentence the primary purpose or intent thereof is as described in the preceding sentence. The amount of any Contingent Obligation shall be equal to the amount of the obligation so guaranteed or otherwise supported.

“Contractual Obligation” means, with respect to any Person, any provision of any security issued by that Person or of any indenture, mortgage, deed of trust, contract, undertaking,

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agreement or other instrument to which that Person is a party or by which it or any of its properties is bound or to which it or any of its properties is subject.

“Controlled Group” means, with respect to any Person, such Person, whether or not incorporated, and any corporation, trade or business that is, along with such Person, a member of a controlled group of corporations or a controlled group of trades or businesses as described in Sections 414(b) and (c), respectively, of the Code.

“Controlling Party” is defined, with respect to any Series of Notes, in the applicable Series Supplement.

“Corporate Trust Office” means the office of the Trustee at which at any particular time the Trustee’s obligations under the Indenture shall be administered, which office at the date of the execution of the Base Indenture is located at 209 South LaSalle Street, 3^rd Floor, Chicago, Illinois 60604-1219, Attention: U-Haul 2007-1, or at any other time at such other address as the Trustee may designate from time to time by notice to the Noteholders, any Financial Insurance Provider and the Issuers.

“Dealer Agreement” means each contract between a Rental Company and an independently-owned Rental Dealer pursuant to which the Rental Company agrees to make trucks, trailers and other rental equipment available to such Rental Dealer and the Rental Dealer agrees to act as agent of the Rental Company and make such rental equipment available to rental customers.

“Default” means any occurrence or event which, with the giving of notice, the passage of time or both, would constitute an Event of Default.

“Definitions List” means this Definitions List, as amended or modified from time to time.

“Definitive Notes” is defined in Section 2.15 of the Base Indenture.

“Depository” is defined in Section 2.15(a) of the Base Indenture.

“Determination Date” means, with respect to any Payment Date, the Monthly Fleet Owner Payment Date immediately preceding such Payment Date.

“Discounted Aggregate Asset Amount” means, as of any Determination Date, the sum of (i) the sum of the Discounted Asset Values as of such Determination Date for all Funded Trucks that were Eligible Trucks as of the last day of the Related Monthly Period, (ii) all Disposition Receivables as of the last day of the Related Monthly Period which were not more than three (3) days past the applicable Disposition Date and (iii) the amount on deposit in the Cargo Van/Pick-Up Truck Purchase Account as of the last day of the Related Monthly Period (after giving effect to all deposits into and withdrawals from the Cargo Van/Pick-Up Truck Purchase Account on such day).

“Discounted Asset Value” means, with respect to any Cargo Van or Pick-Up Truck as of any Determination Date, the product of (i) the Advance Rate for such Cargo Van or Pick-Up

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Truck as of such Determination Date and (ii) the Assumed Asset Value of such Cargo Van or Pick-Up Truck as of such Determination Date.

“Disposition Date” means, with respect to a Cargo Van or Pick-Up Truck, the date on which such Cargo Van or Pick-Up Truck is sold or otherwise disposed of by or on behalf of the applicable Cargo Van/Pick-Up Truck SPV.

“Disposition Proceeds” means the proceeds, net of any direct selling expenses and any accrued and unpaid Operating Expenses relating to such Cargo Van or Pick-Up Truck, from the sale or disposition of a Cargo Van or Pick-Up Truck.

“Disposition Proceeds Collection Account Amount” means, with respect to the sale or disposition of any Cargo Van or Pick-Up Truck, an amount equal to the excess of (i) the related Disposition Proceeds over (ii) the related Disposition Proceeds Purchase Account Amount.

“Disposition Proceeds Purchase Account Amount” means, with respect to the sale or disposition of any Cargo Van or Pick-Up Truck, an amount of the related Disposition Proceeds equal to the Discounted Asset Value of such Cargo Van or Pick-Up Truck on the Determination Date in the Monthly Period succeeding the Monthly Period in which such Cargo Van or Pick-Up Truck is sold or otherwise disposed.

“Disposition Receivables” means all amounts receivable by a Cargo Van/Pick-Up Truck SPV or the Fleet Manager, on behalf of a Cargo Van/Pick-Up Truck SPV, in connection with the auction, sale or other disposition of a Cargo Van or Pick-Up Truck.

“Dollar” and the symbol “$” mean the lawful currency of the United States.

“DSCR Interest Amount” means, as of any Determination Date, the product of (i) one-twelfth of the Note Rate (or, in the case of the initial Determination Date following the Effective Date, the product of (1) one-twelfth of the Note Rate and (2) one plus a fraction, the numerator of which is 24 and the denominator of which is 30), and (ii) the sum of (x) for all Cargo Vans and Pick-Up Trucks that were subject to the SPV Fleet Owner Agreement as of the Calculation Date, the aggregate Discounted Asset Value of such Cargo Vans and Pick-Up Trucks as of the immediately preceding Determination Date (or, in the case of the initial Determination Date, as of the Effective Date or, in the case of any Cargo Van or Pick-Up Truck that became a Funded Truck after the Effective Date but prior to the initial Determination Date, as of the applicable Funding Date) and (y) any Targeted Note Balance Shortfall as of the immediately preceding Determination Date (which, for the purposes of the initial Determination Date, shall equal zero).

 "DSCR Premium” means, as of any Determination Date, the product of (i) one-twelfth of the Premium Rate with respect to the Notes as of the immediately preceding Determination Date (or, in the case of the initial Determination Date following the Effective Date, the product of (1) one-twelfth of such Premium Rate in connection with any Financial Insurance Policy with respect to the Notes as of the Effective Date and (2) one plus a fraction, the numerator of which is 24 and the denominator of which is 30) and (ii) the sum of (x) for all Cargo Vans and Pick-Up Trucks that were subject to the SPV Fleet Owner Agreement as of the Calculation Date, the aggregate Discounted Asset Value of such Cargo Vans and Pick-Up Trucks as of the immediately preceding Determination Date (or, in the case of the initial Determination Date, as

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of the Effective Date or, in the case of any Cargo Van or Pick-Up Truck that became a Funded Truck after the Effective Date but prior to the initial Determination Date, as of the applicable Funding Date) and (y) any Targeted Note Balance Shortfall as of the immediately preceding Determination Date (which, for the purposes of the initial Determination Date, shall equal zero).

“DSCR Targeted Principal Amount” means, as of any Determination Date, the sum, for all Cargo Vans and Pick-Up Trucks that were subject to the SPV Fleet Owner Agreement as of the Calculation Date, of the amount, if any, by which (i) the aggregate Discounted Asset Value of such Cargo Vans and Pick-Up Trucks as of the immediately preceding Determination Date (or, in the case of the initial Determination Date, as of the Effective Date or, in the case of any Cargo Van or Pick-Up Truck that became a Funded Truck after the Effective Date but prior to the initial Determination Date, as of the applicable Funding Date) exceeds (ii) the aggregate Discounted Asset Value of such Cargo Vans and Pick-Up Trucks as of such Determination Date.

“DTC” means The Depository Trust Company.

“EDSF Rate” means, as of any date of determination, the bond equivalent rate derived from the Eurodollar Synthetic Forward Curve appearing on Bloomberg page EDSF (or any successor service), adjusted for a 30/360 day count convention.

“Effective Date” means June 1, 2007.

“Eligible Truck” means, as of any date of determination, a Cargo Van or Pick-Up Truck (i) that is owned by a Cargo Van/Pick-Up Truck SPV, free and clear of all Liens other than Permitted Liens, to which such Cargo Van/Pick-Up Truck SPV, together with the Nominee Titleholder, holds good and marketable title, and which is subject to the SPV Fleet Owner Agreement (ii) (A) the Certificate of Title with respect to which is in the name of such Cargo Van/Pick-Up Truck SPV or the Nominee Titleholder and notes the Trustee as the only lienholder, or (B) an application for such a Certificate of Title is pending with the appropriate state authorities or an authorized agent thereof for the purposes of Section 9-303(b) of the UCC, (iii) that is manufactured by either (A) Ford or GM, or (B) any other manufacturer (x) so long as the Controlling Party is a Financial Insurance Provider, consented to in writing by the Controlling Party and (y) with respect to which the Rating Agency Condition has been satisfied (iv) which has been purchased by a Cargo Van/Pick-Up Truck SPV, or prior to the Effective Date, by an Affiliate thereof, directly from the manufacturer or a third-party dealer, (v) that has been acquired by such Cargo Van/Pick-Up Truck SPV less than 100 days after the In-Service Date with respect to such Cargo Van or Pick-Up Truck, (vii) that was made available for rental in the System not later than 4 days following the date of the delivery of such Cargo Van or Pick-Up Truck to the applicable Cargo Van/Pick-Up Truck SPV or any Affiliate thereof (provided that if an act of God, war, fire, flood, tempest, accident, civil disturbance, act of governmental authority or other act of authority (de jure or de facto), legal constraint or other similar cause beyond the reasonable control of any Cargo Van/Pick-Up Truck SPV, the Fleet Manager or any Rental Company prevents such Cargo Van or Pick-Up Truck from being made available for rental in the System within such four-day period, such Cargo Van or Pick-Up Truck will not be an Ineligible Truck solely as a result thereof so long as such Cargo Van or Pick-Up Truck is made available for rental in the System not later than 30 days after the delivery of such Cargo Van or Pick-Up Truck to the applicable Cargo Van/Pick-Up Truck SPV or any Affiliate thereof),

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(vii) that is not more than fifteen (15) months old as of such date, as measured from the In-Service Date with respect to such Cargo Van or Pick-Up Truck, and (viii) that is not an Uneconomical Truck; provided, however, that if at the time of the designation of any Cargo Van or Pick-Up Truck as a Canadian Truck the number of Canadian Trucks is greater than an amount equal to 3% of the number of all Eligible Trucks as of such date, then following such designation as a Canadian Truck, such Cargo Van or Pick-Up Truck shall not be an Eligible Truck; provided further that on the first subsequent date that the number of Canadian Trucks is less than 3% of the number of all Eligible Trucks on such date, then such Canadian Truck shall become an Eligible Truck so long as it and all other Canadian Trucks that are Eligible Trucks do not constitute more than 3% of all Eligible Trucks as of such date.

“Eligible Deposit Account” means (a) a segregated identifiable trust account established in the trust department of a Qualified Trust Institution or (b) a separately identifiable deposit account established in the deposit taking department of a Qualified Institution.

“Enforcement Event” means any of the events described in Section 8.1 of the SPV Fleet Owner Agreement.

“Enhancement” means, with respect to any Series of Notes, the rights and benefits provided to the Noteholders of such Series of Notes pursuant to any Financial Insurance Policy, cash collateral account, overcollateralization, spread account, guaranteed rate agreement, maturity guaranty facility, tax protection agreement, interest rate hedge or any other similar arrangement.

“Enhancement Agreement” means any contract, agreement, instrument or document governing the terms of any Enhancement or pursuant to which any Enhancement is issued or outstanding, including any fee letter in connection therewith.

“Enhancement Provider” means the Person providing any Enhancement as designated in the applicable Series Supplement, other than, solely for the purposes of determining from which parties consent is required for any action to be taken with respect to the Related Documents, any provider of a letter of credit unless the applicable Series Supplement expressly provides that such provider is an Enhancement Provider for the purpose of the Base Indenture.

“Environmental Laws” means any and all foreign, Federal, state, local or municipal laws, rules, orders, regulations, statutes, ordinances, codes, decrees, requirements of any Governmental Authority or other Requirements of Law (including common law) regulating, relating to or imposing liability or standards of conduct concerning protection of the environment, as now or at any time hereafter in effect.

“Environmental Permits” is defined in Section 8.27 of the Base Indenture.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and any successor statute of similar import, in each case as in effect from time to time. References to sections of ERISA also refer to any successor sections.

“Estimated SPV Fleet Owner Net Cash Flow” means, for any Monthly Period, the highest Monthly SPV Fleet Owner Net Cash Flow for any Monthly Period during the three (3)

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Monthly Periods immediately preceding such Monthly Period. The Estimated SPV Fleet Owner Net Cash Flow for the first three (3) Monthly Periods after the Effective Date will be set forth on Schedule 3.4 to the SPV Fleet Owner Agreement.

“Euroclear” means Euroclear Bank, S.A./N.V., as operator of the Euroclear System.

“Event of Bankruptcy” shall be deemed to have occurred with respect to a Person if:

(a) a case or other proceeding shall be commenced, without the application or consent of such Person, in any court, seeking the liquidation, reorganization, debt arrangement, dissolution, winding up, or composition or readjustment of debts of such Person, the appointment of a trustee, receiver, custodian, liquidator, assignee, sequestrator or the like for such Person or all or any substantial part of its assets, or any similar action with respect to such Person under any law relating to bankruptcy, insolvency, reorganization, winding up or composition or adjustment of debts, and such case or proceeding shall continue undismissed, or unstayed and in effect, for a period of 60 consecutive days; or an order for relief in respect of such Person shall be entered in an involuntary case under the federal bankruptcy laws or other similar laws now or hereafter in effect;

(b) such Person shall commence a voluntary case or other proceeding under any applicable bankruptcy, insolvency, reorganization, debt arrangement, dissolution or other similar law now or hereafter in effect, or shall consent to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) for such Person or for any substantial part of its property, or shall make any general assignment for the benefit of creditors; or

(c) the board of directors or other similar governing body of such Person (if such Person is a corporation or similar entity) shall vote to implement any of the actions set forth in clause (b) above.

“Event of Default” is defined in Section 9.1 of the Base Indenture.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“FDIC” means the Federal Deposit Insurance Corporation.

“Financial Insurance Policy” means, with respect to any Series of Notes, a financial guaranty insurance policy insuring the timely payment of interest on such Notes and the payment of principal of such Notes on their Legal Final Maturity Date.

“Financial Insurance Provider” means the financial guaranty insurance company issuing a Financial Insurance Policy.

“Fleet Manager” means UHI, in its capacity as the fleet manager under the SPV Fleet Owner Agreement, and its permitted assigns.

“Fleet Manager Withdrawal” is defined in Section 5.2(b) of the Base Indenture.

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“Fleet Owner Commissions” means, with respect to each Cargo Van or Pick-Up Truck, the product of (i) 60% and (ii) the Cargo Van/Pick-Up Truck SPV Gross Rental Fees with respect to such Cargo Van or Pick-Up Truck.

“Ford” means Ford Motor Company, a Delaware corporation, and its successors.

“Foreign Clearing Agency” means Clearstream and Euroclear.

“Funded Trucks” is defined, with respect to any Series of Notes, in the applicable Series Supplement.

“GAAP” means the generally accepted accounting principles in the United States promulgated or adopted by the Financial Accounting Standards Board and its predecessors and successors from time to time.

“Global Note” means a Note in registered form evidencing Book-Entry Notes.

“GM” means General Motors Corporation, a Delaware corporation, and its successors.

“Governmental Authority” means the government of the United States of America or any other nation or any political subdivision of the foregoing, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

“Hedge Agreement” means one or more interest rate swap contracts, interest rate cap agreements or similar contracts entered into by the Issuers in connection with the issuance of a Series of Notes, as specified in the applicable Series Supplement, providing protection against interest rate risks.

“Hedge Payments” means amounts payable to or receivable by the Issuers pursuant to any Hedge Agreement.

“Indebtedness”, as applied to any Person, means, without duplication, (a) all indebtedness for borrowed money, (b) that portion of obligations with respect to any lease of any property (whether real, personal or mixed) that is properly classified as a liability on a balance sheet in conformity with GAAP, (c) notes payable and drafts accepted represent-ing extensions of credit whether or not representing obligations for borrowed money, (d) any obligation owed for all or any part of the deferred purchase price for property or services, which purchase price is (i) due more than six months from the date of the incurrence of the obligation in respect thereof or (ii) evidenced by a note or similar written instrument, (e) all indebtedness secured by any Lien on any property or asset owned by that Person regardless of whether the indebtedness secured thereby shall have been assumed by that Person or is nonrecourse to the credit of that Person, (f) all net obligations under any interest rate swap contracts, interest rate cap agreements or similar contracts and (g) all Contingent Obligations of such Person in respect of any of the foregoing.

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“Indenture” means the Base Indenture, together with any Series Supplement in effect, as the same may be amended, modified or supplemented from time to time by Supplements thereto in accordance with its terms.

“Independent Manager” is defined (i) with respect to USF, in Schedule A to the USF Limited Liability Company Agreement, (ii) with respect to each Cargo Van/Pick-Up Truck SPV, in Schedule A to the applicable Cargo Van/Pick-Up Truck SPV Limited Liability Company Agreement, and (iii) with respect to the Nominee Titleholder, in Schedule A to the Nominee Titleholder Limited Liability Company Agreement.

“Ineligible Truck” means a Cargo Van or Pick-Up Truck that is not an Eligible Truck.

“Initial Aggregate Note Balance” means, with respect to any Series of Notes, the aggregate initial principal amount specified in the applicable Series Supplement.

“In-Service Date” means, with respect to any Cargo Van or Pick-Up Truck, the first date on which such Cargo Van or Pick-Up Truck is available for rental in the System.

“Interest Period” means, with respect to any Series of Notes, the period from and including the preceding Payment Date to but excluding the current Payment Date; provided, however, that (x) the initial Interest Period with respect to such Series of Notes shall commence on the Closing Date for such Series and (y) the final Interest Period shall end on, and exclude, the Payment Date on which the Notes of such Series shall have been paid in full.

“Investment Company Act” means the Investment Company Act of 1940, as amended.

“Investment Income” means the investment earnings (net of losses and investment expenses) on amounts on deposit in the Cargo Van/Pick-Up Truck Collection Account, the Cargo Van/Pick-Up Truck Purchase Account and any Series Account.

“Investment Property” has the meaning specified in Section 9-102(a)(49) of the applicable UCC.

“Issuer Accounts” means the Cargo Van/Pick-Up Truck Collection Account, the Cargo Van/Pick-Up Truck Purchase Account and each Series Account.

“Issuer Assets” means all assets of the Issuers.

“Issuer Obligations” means all principal, premium and interest, at any time and from time to time, owing by the Issuers with respect to the Notes, and all costs, fees, expenses, indemnities and all other amounts payable by, or obligations of, any Issuer under the Indenture and/or the Related Documents, including any amounts payable to any Financial Insurance Provider.

“Issuers” means, collectively, USF, Cargo Van SPV and Pick-Up Truck SPV, as co-issuers of the Notes.

“Legal Final Maturity Date” means, with respect to any Series of Notes, the date stated in the applicable Series Supplement as the maturity date of the Notes of such Series.

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“Letter of Representation” means, with respect to a Series of Notes having Book-Entry Notes, the letter of representation from the Issuers to the Clearing Agency or the Foreign Clearing Agency with respect to such Series, or as otherwise provided in the applicable Series Supplement.

“Lien” means, when used with respect to any Person, any interest in any real or personal property, asset or other right held, owned or being purchased or acquired by such Person which secures payment or performance of any obligation, and shall include any mortgage, lien, pledge, encumbrance, charge, retained security title of a conditional vendor or lessor, or other security interest of any kind, whether arising under a security agreement, mortgage, lease, deed of trust, chattel mortgage, assignment, pledge, retention or security title, financing or similar statement, or notice or arising as a matter of law, judicial process or otherwise.

“Management Standard” is defined in Section 2.5 of the SPV Fleet Owner Agreement.

“Manager” is defined (i) with respect to USF, in Schedule A to the USF Limited Liability Company Agreement, (ii) with respect to each Cargo Van/Pick-Up Truck SPV, in Schedule A to the applicable Cargo Van/Pick-Up Truck SPV Limited Liability Company Agreement, and (iii) with respect to the Nominee Titleholder, in Schedule A to the Nominee Titleholder Limited Liability Company Agreement.

“Material Adverse Effect” means, with respect to any occurrence, event or condition:

(i) a materially adverse effect on the ability of UHI, any Cargo Van/Pick-Up Truck SPV, the Nominee Titleholder or USF to perform its obligations under any of the Related Documents;

(ii) an adverse effect on (a) the validity or enforceability of any Related Document or the rights and remedies of the Trustee, any Financial Insurance Provider or any Issuer under any Related Document to which it is a party or (b) the validity, priority or perfection of the Trustee’s Lien on the Collateral; or

(iii) a materially adverse effect on (a) the Noteholders or an Enhancement Provider, (b) the ownership interest of any Cargo Van/Pick-Up Truck SPV in its respective Cargo Vans or Pick-Up Trucks, (c) the value of the Cargo Vans or Pick-Up Trucks or (d) the value or collectibility of the Fleet Owner Commissions or Other Fleet Owner Payments generated by the Cargo Vans and Pick-Up Trucks.

“Maximum Pick-Up Truck Asset Amount” means, as of any Determination Date, an amount equal to the product of (i) 40% and (ii) the Aggregate Assumed Asset Value as of such Determination Date.

“Member” is defined (i) with respect to USF, in Schedule A to the USF Limited Liability Company Agreement, (ii) with respect to each Cargo Van/Pick-Up Truck SPV, in Schedule A to the applicable Cargo Van/Pick-Up Truck SPV Limited Liability Company Agreement, and (iii)

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with respect to the Nominee Titleholder, in Schedule A to the Nominee Titleholder Limited Liability Company Agreement.

“Monthly Administration Fee” means, for any Determination Date, one-twelfth of the product of (i) 0.04% and (ii) the Aggregate Assumed Asset Value as of the immediately preceding Determination Date.

“Monthly Advance” is defined in Section 3.7 of the SPV Fleet Owner Agreement.

“Monthly Advance Reimbursement Amount” means, with respect to any Series of Notes Outstanding, the amount specified in the applicable Series Supplement.

“Monthly Fleet Manager Excess Amount” means, for any Monthly Fleet Owner Payment Date, the excess, if any, of (a) the aggregate amount deposited by the Fleet Manager in the Cargo Van/Pick-Up Truck Collection Account on each Weekly Fleet Owner Payment Date during the Related Monthly Period pursuant to the SPV Fleet Owner Agreement over (b) the Monthly SPV Fleet Owner Net Cash Flow for such Related Monthly Period.

“Monthly Fleet Owner Payment” means, for any Monthly Fleet Owner Payment Date, the excess, if any, of (a) the Monthly SPV Fleet Owner Net Cash Flow for the Related Monthly Period over (b) the aggregate amount deposited by the Fleet Manager in the Cargo Van/Pick-Up Truck Collection Account on each Weekly Fleet Owner Payment Date during such Related Monthly Period pursuant to the SPV Fleet Owner Agreement.

“Monthly Fleet Owner Payment Date” means the third Friday of each calendar month, or, if such day is not a Business Day, the next succeeding Business Day, commencing July 20, 2007.

“Monthly Insurance Payment” is defined in Section 2.4 of the SPV Fleet Owner Agreement.

“Monthly Nominee Titleholder Fee” means, for any Determination Date, one-twelfth of the product of (i) 0.01% and (ii) the Aggregate Assumed Asset Value as of the immediately preceding Determination Date.

“Monthly Noteholders’ Statement” means, with respect to any Series of Notes, a statement substantially in the form of an Exhibit to the applicable Series Supplement.

“Monthly Period” means each calendar month; provided, however, that (x) if the Closing Date occurs on or prior to the tenth day of a calendar month, the initial Monthly Period shall be the period from and including the Closing Date to and including the last day of such calendar month and (y) if the Closing Date occurs after the tenth day of a calendar month, the initial Monthly Period shall be the period from and including the Closing Date to and including the last day of the calendar month immediately following such calendar month.

“Monthly Report” is defined in Section 4.1(b) of the Base Indenture.

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“Monthly SPV Fleet Owner Net Cash Flow” means, for any Monthly Period, the sum of the SPV Fleet Owner Net Cash Flows for each Cargo Van and Pick-Up Truck during such Monthly Period.

“Moody’s” means Moody’s Investors Service, Inc.

“NADA Guide” means the National Automobile Dealers Association, Official Used Car Guide, Eastern Edition.

“Nevada Limited Liability Company Act” means Title 7, Chapter 86 of the Nevada Revised Statues, as amended from time to time.

“New York UCC” means the UCC in effect from time to time in the State of New York.

“Nominee Titleholder” means U-Haul Titling, LLC as nominee titleholder for each Cargo Van/Pick-Up Truck SPV appointed pursuant to the Nominee Titleholder Agreement.

“Nominee Titleholder Agreement” means the Nominee Titleholder Agreement, dated as of the Effective Date, among the Nominee Titleholder, the Trustee, UHI and each Cargo Van/Pick-Up Truck SPV, as amended, modified or supplemented from time to time in accordance with its terms.

“Nominee Titleholder Limited Liability Company Agreement” means the Operating Agreement of the Nominee Titleholder, dated as of June 1, 2007, between U-Haul Co. of Arizona and the Nominee Titleholder’s Independent Manager, as amended, modified or supplemented from time to time in accordance with its terms.

“Note Owner” means, with respect to a Book-Entry Note, the Person who is the beneficial owner of such Book-Entry Note, as reflected on the books of the Clearing Agency or Foreign Clearing Agency, or on the books of a Person maintaining an account with such Clearing Agency or Foreign Clearing Agency (directly or as an indirect participant, in accordance with the rules of such Clearing Agency or Foreign Clearing Agency).

“Note Rate” means, with respect to any Series of Notes, the annual rate at which interest accrues on the Notes of such Series of Notes (or formula on the basis of which such rate shall be determined) as stated in the applicable Series Supplement.

“Note Register” is defined in Section 2.6(a) of the Base Indenture.

“Noteholder” and “Holder” means the Person in whose name a Note is registered in the Note Register.

“Notes” is defined in the recitals to the Base Indenture.

“Officer’s Certificate” means a certificate signed by an Authorized Officer of USF, any Cargo Van/Pick-Up Truck SPV, the Nominee Titleholder and/or UHI, as the case may be.

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“One-Month DSCR” means, as of any Determination Date, the ratio of (a) the sum of (i) the aggregate SPV Fleet Owner Net Cash Flows for all Cargo Vans and Pick-Up Trucks subject to the SPV Fleet Owner Agreement as of the last day of the Related Monthly Period during the Related Monthly Period (which, for the avoidance of doubt, shall not include the amount of any Monthly Advance) and (ii) all Investment Income (other than Investment Income earned on amounts on deposit in the Cargo Van/Pick-Up Truck Purchase Account) for the Related Monthly Period to (b) the sum of (i) the sum of (X) the DSCR Targeted Principal Amount, (Y) the DSCR Interest Amount and (Z) the DSCR Premium, in each case as of such Determination Date and (ii) any Targeted Note Balance Shortfall on the immediately preceding Determination Date.

“Operating Expenses” means, with respect to each Cargo Van and Pick-Up Truck, the Monthly Insurance Payment with respect to such Cargo Van or Pick-Up Truck and all maintenance, repair, licensing and titling costs with respect to or allocated to such Cargo Van or Pick-Up Truck by the Fleet Manager in accordance with the terms of the SPV Fleet Owner Agreement.

“Opinion of Counsel” means a written opinion from legal counsel who is reasonably acceptable to the Trustee. The counsel may be counsel to USF, any Cargo Van/Pick-Up Truck SPV, the Nominee Titleholder or UHI, as the case may be. For purposes of Section 8.11(e) of the Base Indenture, any legal counsel employed by UHI, which may be an employee of UHI, shall be deemed to be reasonably acceptable to the Trustee.

“Other Assets” is defined in Section 14.19 of the Base Indenture.

“Other Fleet Owner Payments” means, with respect to each Cargo Van and Pick-Up Truck, the sum of (i) all warranty payments and (ii) all Safemove Fees, less the amount thereof payable to Republic Western Insurance Company or any other insurance carrier in respect of the related Safemove, in each case with respect to such Cargo Van or Pick-Up Truck.

“Outstanding” is defined, with respect to any Series of Notes, in the applicable Series Supplement.

“Paying Agent” means any paying agent appointed pursuant to Section 2.7(a) of the Base Indenture.

“Payment Date” means the twenty-fifth day of each calendar month, or, if such day is not a Business Day, the next succeeding Business Day, commencing on July 25, 2007.

“PBGC” means Pension Benefit Guaranty Corporation.

“Pension Plan” means any “employee pension benefit plan”, as such term is defined in ERISA, which is subject to Title IV of ERISA (other than a “multiemployer plan”, as defined in Section 4001 of ERISA) and to which any company in the Controlled Group has liability, including any liability by reason of having been a substantial employer within the meaning of Section 4063 of ERISA for any time within the preceding five years or by reason of being deemed to be a contributing sponsor under Section 4069 of ERISA.

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“Permitted Investments” means negotiable instruments or securities, payable in Dollars, issued by an entity organized under the laws of the United States of America and represented by instruments in bearer or registered or book-entry form which evidence (excluding any security with the “r” symbol attached to its rating):

(i) obligations the full and timely payment of which are to be made by or is fully guaranteed by the United States of America other than financial contracts whose value depends on the values or indices of asset values;

(ii) demand deposits of, time deposits in, or certificates of deposit issued by, any depositary institution or trust company incorporated under the laws of the United States of America or any state thereof whose short-term debt is rated “P-1” or higher by Moody’s and “A-1+” by Standard & Poor’s and subject to supervision and examination by federal or state banking or depositary institution authorities; provided, however, that at the earlier of (x) the time of the investment and (y) the time of the contractual commitment to invest therein, the long-term unsecured debt obligations (other than such obligation whose rating is based on collateral or on the credit of a Person other than such institution or trust company) of such depositary institution or trust company shall have a credit rating from Standard & Poor’s of not lower than “AAA”;

(iii) commercial paper having, at the earlier of (x) the time of the investment and (y) the time of the contractual commitment to invest therein, a rating from Moody’s of “P-1” and Standard & Poor’s of “A-1+”;

(iv) bankers’ acceptances issued by any depositary institution or trust company described in clause (ii) above;

(v) investments in money market funds (including any money market mutual funds or common trust funds and including any funds managed by the Trustee or an Affiliate thereof) (x) rated “Aaa” by Moody’s and “AAAm” by Standard & Poor’s or (y) with respect to the investment in which the Rating Agency Condition has been satisfied and, for so long as a Financial Insurance Provider is the Controlling Party, which have been approved in writing by the Controlling Party;

(vi) Eurodollar time deposits having a credit rating from Moody’s of “P-1” and Standard & Poor’s of “A-1+”;

(vii) repurchase agreements involving any of the Permitted Investments described in clauses (i) and (vi) above and the certificates of deposit described in clause (ii) above which are entered into with a depository institution or trust company, having a commercial paper or short-term certificate of deposit rating of “P-1” by Moody’s and “A-1+” by Standard & Poor’s or which otherwise is approved as to collateralization by the Rating Agencies; and

(viii) any other instruments or securities, if (x) for so long as a Financial Insurance Provider is the Controlling Party, the Controlling Party consents in writing and (y) with respect to the investment in which the Rating Agency Condition has been satisfied.

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“Permitted Liens” means (i) Liens for current taxes not delinquent or for taxes being contested in good faith and by appropriate proceedings, and with respect to which adequate reserves have been established, and are being maintained, in accordance with GAAP, (ii) mechanics’, materialmen’s, landlords’, warehousemen’s and carriers’ Liens, and other Liens imposed by law, securing obligations arising in the ordinary course of business that are not more than thirty (30) days past due or are being contested in good faith and by appropriate proceedings and with respect to which adequate reserves have been established, and are being maintained, in accordance with GAAP, (iii) the Liens in favor of the Cargo Van/Pick-Up Truck SPVs created pursuant to the SPV Fleet Owner Agreement, (iv) the Liens in favor of the Trustee created pursuant to the Indenture or (v) the Liens created on Other Assets in connection with a Permitted Note Issuance pursuant to any Permitted Note Issuance Related Documents; provided that, in the case of clauses (i) and (ii), such Liens do not create any material risk of foreclosure of any asset and the failure to make payment pending resolution could not reasonably be expected to result in a Material Adverse Effect.

“Permitted Note Issuance” means the issuance by USF and one or more Permitted Note Issuance SPVs of one or more series of notes (a) that are secured solely by Other Assets of USF and all assets of such Permitted Note Issuance SPVs including, among other things, a security interest in box trucks, vans and/or pickup trucks being acquired, directly or indirectly, with the proceeds of such notes, one or more fleet owner agreements pursuant to which UHI agrees to make such box trucks, vans and/or pickup trucks available for rental in the System and the equity interests in each Permitted Note Issuance SPV owning such box trucks, vans and/or pickup trucks held by USF and (b) if issued on or after the Effective Date, with respect to the issuance of which the Rating Agency Condition shall have been satisfied.

“Permitted Note Issuance Indenture” means any indenture pursuant to which Permitted Notes are issued by USF and/or one or more Permitted Note Issuance SPVs.

“Permitted Note Issuance Rating Agency Condition” means, with respect to any action, that each Rating Agency shall have notified the Issuers, any Financial Insurance Provider and the Trustee in writing that such action will not result in a reduction or withdrawal of the rating (in effect immediately before the taking of such action) of any series of Permitted Notes (including any rating of such Permitted Notes assigned without regard to enhancement for such Permitted Notes).

“Permitted Note Issuance Related Documents” means each Permitted Note Issuance Indenture, each Permitted Note Issuance SPV Limited Guarantee and any other agreements or instruments entered into by USF or a Permitted Note Issuance SPV in connection with any Permitted Note Issuance.

“Permitted Note Issuance SPV” means a special purpose, bankruptcy-remote entity, other than a Cargo Van/Pick-Up Truck SPV, which is a direct wholly-owned subsidiary of USF and which owns box trucks, vans and/or pickup trucks engaged in a Permitted Note Issuance.

“Permitted Note Issuance SPV Limited Guarantee” means a guarantee by a Permitted Note Issuance SPV of, among other things, the obligations of USF under the Indenture, substantially identical, mutatis mutandis, to Exhibit B to the Base Indenture.

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“Permitted Note Issuance Trustee” means a Person party to a Permitted Note Issuance Indenture as trustee.

“Permitted Notes” means any series of notes issued by USF and/or one or more Permitted Note Issuance SPVs in connection with a Permitted Note Issuance.

“Person” means any natural person, corporation, business trust, joint venture, association, company, partnership, limited liability company, joint stock company, corporation, trust, unincorporated organization or Governmental Authority.

“Pick-Up Truck” means a pick-up truck owned by Pick-Up Truck SPV.

“Pick-Up Truck SPV” means 2007 BP-1, LLC, a Nevada limited liability company, and its permitted successors.

“Placement Agency Agreement” means any agreement pursuant to which one or more Placement Agents agree with the Issuers and UHI to place Notes with, or purchase Notes for resale to, investors.

“Placement Agent” means any Person in its capacity as a placement agent or an initial purchaser under a Placement Agency Agreement.

“Potential Enforcement Event” means any occurrence or event which, with the giving of notice, the passage of time or both, would constitute an Enforcement Event.

“Potential Rapid Amortization Event” means any occurrence or event which, with the giving of notice, the passage of time or both, would constitute a Rapid Amortization Event.

“Potential Termination Event” means any occurrence or event which, with the giving of notice, the passage of time or both, would constitute a Termination Event.

“Premium Rate” with respect to any Financial Insurance Policy will be defined in the fee letter with respect to such Financial Insurance Policy.

“Principal Terms” is defined in Section 2.4 of the Base Indenture.

“Proceeding” means any suit in equity, action or law or other judicial or administrative proceeding.

“Proceeds” has the meaning set forth in Section 9-102(a)(64) of the applicable UCC.

“Qualified Institution” means a depository institution organized under the laws of the United States of America or any state thereof or incorporated under the laws of a foreign jurisdiction with a branch or agency located in the United States of America or any state thereof and subject to supervision and examination by federal or state banking authorities which at all times has the Required Rating and, in the case of any such institution organized under the laws of the United States of America, whose deposits are insured by the FDIC.

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“Qualified Trust Institution” means an institution organized under the laws of the United States of America or any state thereof or incorporated under the laws of a foreign jurisdiction with a branch or agency located in the United States of America or any state thereof and subject to supervision and examination by federal or state banking authorities which at all times (i) is authorized under such laws to act as a trustee or in any other fiduciary capacity, (ii) has capital, surplus and undivided profits of not less than $500,000,000 as set forth in its most recent published annual report of condition and (iii) has a long term deposits rating of not less than “AA-” by Standard & Poor’s and “Aa3” by Moody’s.

“Rapid Amortization Event” is defined in Section 10.1 of the Base Indenture.

“Rating Agency” means each of Moody’s and Standard & Poor’s.

“Rating Agency Condition” means, with respect to any action, that (i) each Rating Agency shall have notified the Issuers, any Financial Insurance Provider and the Trustee in writing that such action will not result in a reduction or withdrawal of the rating (in effect immediately before the taking of such action) of the Notes and (ii) each Rating Agency shall have notified any applicable Enhancement Provider entitled to such notification pursuant to the Indenture in writing that such action will not result in a reduction or withdrawal of the rating (without regard to the presence of the Enhancement provided by each such Enhancement Provider and in effect immediately before the taking of such action) of the Notes.

“Record Date” with respect to any Series of Notes, has the meaning specified in the applicable Series Supplement.

“Reference Truck” means, with respect to any Cargo Van or Pick-Up Truck, the Cargo Van or Pick-Up Truck most recently purchased by either Cargo Van/Pick-Up Truck SPV of the same make and model as such Cargo Van or Pick-Up Truck, but of the previous model year.

“Registrar” is defined in Section 2.6(a) of the Base Indenture.

“Related Documents” means, collectively, the Indenture, the Notes, any Enhancement Agreement, the Nominee Titleholder Agreement, the Administration Agreement, the Account Control Agreements, the Cargo Van/Pick-Up Truck SPV Limited Liability Company Agreements, the USF Limited Liability Company Agreement, each Sale and Contribution Agreement, any Placement Agency Agreement, any other agreements relating to the issuance or the purchase of any Series of Notes and the SPV Fleet Owner Agreement.

“Related Monthly Period” means, with respect to any Payment Date, any Determination Date, any Calculation Date or any Monthly Fleet Owner Payment Date, the Monthly Period immediately preceding the Monthly Period in which such Payment Date, Determination Date, Calculation Date or Monthly Fleet Owner Payment Date occurs.

“Related Payment Date” means, with respect to any Determination Date, the Payment Date next succeeding such Determination Date.

“Rental Company” means each wholly-owned subsidiary of UHI acting as a regional marketing company pursuant to a Rental Company Contract.

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“Rental Company Contract” means each Rental Company Contract between a Rental Company and UHI, substantially in the form of Exhibit A to the SPV Fleet Owner Agreement, pursuant to which UHI agrees to make trucks, trailers and other rental equipment available to the System in the Rental Company’s territory and the Rental Company agrees to merchandise, maintain and repair such rental equipment.

“Rental Dealer” means any U-Haul operated retail moving center or independent dealer offering truck rental services in the United States or Canada.

“Required Noteholders” means Noteholders holding in excess of 50% of the Aggregate Note Balance (excluding, for the purposes of making the foregoing calculation, any Notes held by any Issuer or any Affiliate of any Issuer).

“Required Payment” means, with respect to any Series of Notes Outstanding, the amount specified in the applicable Series Supplement.

“Required Rating” means (i) a short-term certificate of deposit rating from Moody’s of “P-1” and from Standard & Poor’s of at least “A-1” and (ii) a long-term unsecured debt rating of not less than “Aa3” by Moody’s and “AA-” by Standard & Poor’s.

“Requirements of Law” means, with respect to any Person or any of its property, the certificate of incorporation, articles of association and by-laws, articles of organization, operating agreement or other organizational or governing documents of such Person or any of its property, and any law, treaty, rule or regulation, or determination of any arbitrator or Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject, whether federal, state or local (including usury laws, the Federal Truth in Lending Act and retail installment sales acts).

“RTAC” means RTAC, LLC, a Nevada limited liability company, which is the direct parent of USF and an indirect wholly-owned subsidiary of UHI.

“RTAC Sale and Contribution Agreement” means the Sale and Contribution Agreement, dated as of the Effective Date, by and among RTAC, UHI and USF, together with each Bill of Sale (as defined therein) and each other document delivered pursuant thereto, as amended, modified or supplemented from time to time in accordance with its terms.

“Safemove” means the optional insurance policy providing a damage waiver, cargo protection and medical and life coverage offered through the System to rental customers of the Cargo Vans and Pick-Up Trucks.

“Safemove Fee” means, with respect to any Cargo Van or Pick-Up Truck, the fee paid by a rental customer of such Cargo Van or Pick-Up Truck in order to obtain Safemove.

“Sale and Contribution Agreements” means, collectively, the RTAC Sale and Contribution Agreement and the UHLS Sale and Contribution Agreement.

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“Seasonal Depreciation Percentage” means, with respect to any Monthly Period for a Cargo Van or Pick-Up Truck, the percentage set forth for such calendar month for a Cargo Van or Pick-Up Truck, as applicable, on the Assumed Asset Value Schedule.

“Secured Parties” is defined in Section 3.1(a) of the Base Indenture.

“Securities Act” means the Securities Act of 1933, as amended.

“Security Agreements” means, collectively, the Indenture, the Notes, the Administration Agreement, the Nominee Titleholder Agreement and the Account Control Agreements.

“Series Account” means any account or accounts established pursuant to a Series Supplement for the benefit of a Series of Notes.

“Series of Notes” or “Series” means each Series of Notes issued and authenticated pursuant to the Base Indenture and a Series Supplement.

“Series Supplement” means, with respect to any Series of Notes, a supplement to the Base Indenture complying with the terms of Section 2.3 of the Base Indenture, executed in conjunction with any issuance of any Series of Notes.

“Six-Month DSCR” means, as of any Determination Date, the ratio of (a) the sum of (i) the sum of the aggregate SPV Fleet Owner Net Cash Flows for all Cargo Vans and Pick-Up Trucks subject to the SPV Fleet Owner Agreement as of the last day of the Related Monthly Period during the six Monthly Periods preceding such Determination Date (which, for the avoidance of doubt, shall not include the amount of any Monthly Advance) and (ii) all Investment Income (other than Investment Income earned on amounts on deposit in the Cargo Van/Pick-Up Truck Purchase Account) for the six Monthly Periods preceding such Determination Date to (b) the sum of (i) the sum of (X) the DSCR Targeted Principal Amount, (Y) the DSCR Interest Amount and (Z) the DSCR Premium, in each case as of such Determination Date and each of the five Determination Dates preceding such Determination Date and (ii) any Targeted Note Balance Shortfall on the sixth Determination Date preceding such Determination Date; provided that the Six-Month DSCR shall not be calculated on each of the first three Determination Dates immediately following the Effective Date; provided further that on each of the fourth and fifth Determination Dates immediately following the Effective Date, the Six-Month DSCR shall be calculated based only on the number of Monthly Periods and Determination Dates occurring since the Effective Date.

“SPV Fleet Owner Agreement” means the 2007-1 Cargo Van/Pick-Up Truck SPV Fleet Owner Agreement, dated as of the Effective Date, among Cargo Van SPV, Pick-Up Truck SPV and UHI, as the Fleet Manager thereunder, as amended, modified or supplemented from time to time in accordance with its terms.

“SPV Fleet Owner Net Cash Flow” means, with respect to each Cargo Van and Pick-Up Truck subject to the SPV Fleet Owner Agreement during each Monthly Period, (x) the sum of (i) the Fleet Owner Commissions with respect to such Cargo Van or Pick-Up Truck during such Monthly Period and (ii) the Other Fleet Owner Payments with respect to such Cargo Van or

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Pick-Up Truck during such Monthly Period, less (y) the Operating Expenses with respect to such Cargo Van or Pick-Up Truck during such Monthly Period.

“Standard & Poor’s” means Standard & Poor’s Ratings Service, a division of The McGraw-Hill Companies, Inc.

“Subsidiary” means, with respect to any Person (herein referred to as the “parent”), any corporation, partnership, association or other business entity (a) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or more than 50% of the general partnership interests are, at the time any determination is being made, owned, controlled or held by the parent or (b) that is, at the time any determination is being made, otherwise controlled by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent.

“Supplement” means a supplement to the Base Indenture complying (to the extent applicable) with the terms of Article 13 of the Base Indenture.

“Surety Default” is defined with respect to any Financial Insurance Provider in the applicable Series Supplement.

“Swap Rate” means, as of any date of determination, the mid-market swap rate appearing on page 19901 of the Telerate service (or any successor service), adjusted for monthly compounding.

“System” means the network of retail moving centers operated by U-Haul and independent dealers offering truck rental services throughout the United States and Canada.

“Target Weekly Fleet Owner Payment” means, for any Weekly Fleet Owner Payment Date with respect to a Monthly Period, an amount equal to one-third of the Estimated SPV Fleet Owner Net Cash Flow for such Monthly Period.

“Targeted Note Balance Shortfall” means, as of any Determination Date, the excess, if any, of the Aggregate Note Balance as of the Related Payment Date (after giving effect to all principal payments to be made on such Payment Date) over the Discounted Aggregate Asset Amount as of such Determination Date.

“Targeted Principal Deposit” means, for any Payment Date, the amount by which the Aggregate Note Balance on such Payment Date (before giving effect to any payments on the Notes on such Payment Date) exceeds the Discounted Aggregate Asset Amount as of the Determination Date with respect to such Payment Date.

“Termination Event” means any of the events described in Section 8.2 of the SPV Fleet Owner Agreement.

“Title Trigger Event” is defined in Section 6.1(f) of the Administration Agreement.

“Trust Indenture Act” means the Trust Indenture Act of 1939, as amended.

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“Trust Officer” means, with respect to the Trustee, any Senior Vice President, Vice President, Assistant Vice President, Assistant Secretary, Assistant Treasurer or any trust officer of the Corporate Trust Office responsible for the administration of the Base Indenture.

“Trustee” means the party named as such in the Base Indenture until a successor replaces it in accordance with the applicable provisions of the Base Indenture and thereafter means the successor serving thereunder.

“Trustee Fee” means, for each Payment Date, the monthly fee payable by the Issuers to the Trustee, as set forth in the fee letter dated the Effective Date from the Trustee to the Issuers.

“UCC” or “Uniform Commercial Code” means the Uniform Commercial Code as in effect from time to time in the specified jurisdiction.

“U-Haul” means, collectively, UHI together with those of its subsidiaries engaged in moving and storage operations.

“UHI” means U-Haul International, Inc., a Nevada corporation and its permitted successors.

“UHLS” means U-Haul Leasing & Sales Co., a Nevada corporation.

“UHLS Sale and Contribution Agreement” means the Sale and Contribution Agreement, dated as of the Effective Date, by and among UHLS, UHI and RTAC, together with each Bill of Sale (as defined therein) and each other document delivered pursuant thereto, as amended, modified or supplemented from time to time in accordance with its terms.

“Uneconomical Truck” means a Cargo Van or Pick-Up Truck with respect to which the Operating Expenses exceed the sum of (x) the Fleet Owner Commissions generated by such Cargo Van or Pick-Up Truck and (y) the Other Fleet Owner Payments with respect to such Cargo Van or Pick-Up Truck in either (i) each of six (6) consecutive Monthly Periods or (ii) any six (6) Monthly Periods during any nine (9) consecutive Monthly Periods.

“United States” or “U.S.” means the United States of America, its fifty states and the District of Columbia.

“U.S. Government Obligations” means (i) direct obligations of the United States of America, or any agency or instrumentality thereof for the payment of which the full faith and credit of the United States of America is pledged as to full and timely payment of such obligations, or (ii) any other obligations which are “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act.

“USF” means U-Haul S Fleet, LLC, a Nevada limited liability company, and its permitted successors.

“USF Assets” means all assets of USF.

“USF Collateral” is defined in Section 3.1(a) of the Base Indenture.

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“USF Limited Liability Company Agreement” means the Operating Agreement of USF, dated as of June 1, 2007, between RTAC and USF’s Independent Manager, as amended, modified or supplemented from time to time in accordance with its terms.

“VIN” means vehicle identification number.

“Weekly Fleet Owner Carryover Amount” means, as of any Weekly Fleet Owner Payment Date in any Monthly Period, an amount (not less than zero) equal to the excess of (i) the Monthly Fleet Manager Excess Amount for the Monthly Fleet Owner Payment Date in the immediately preceding Monthly Period over (ii) the sum of (a) the amount of the Fleet Manager Withdrawal, if any, paid to the Fleet Manager on such Monthly Fleet Owner Payment Date and (b) the sum of the Weekly Fleet Owner Payments deposited into the Cargo Van/Pick-Up Truck Collection Account on each prior Weekly Fleet Owner Payment Date in such Monthly Period.

“Weekly Fleet Owner Payment” means the amount payable by the Fleet Manager on any Weekly Fleet Owner Payment Date pursuant to Section 3.3 of the SPV Fleet Owner Agreement.

“Weekly Fleet Owner Payment Date” means each Wednesday, or if such Wednesday is not a Business Day, the next succeeding Business Day.

“written” or “in writing” means any form of written communication, including by means of telex, telecopier device, telegraph, email or cable.

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EX-10.103 9 supplementcargovan.htm SUPPLEMENT CARGO VAN/PICK UP TRUCK Supplement Cargo Van/Pick up Truck


Execution Copy

___________________________________________

U-HAUL S FLEET, LLC,

2007 BE-1, LLC,

and

2007 BP-1, LLC,

as Co-Issuers

and

U.S. BANK NATIONAL ASSOCIATION,

as Trustee

_____________________

SERIES 2007-1 SUPPLEMENT

dated as of June 1, 2007

to

CARGO VAN/PICK-UP TRUCK BASE INDENTURE

dated as of June 1, 2007

___________________________________________

TABLE OF CONTENTS

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 Residual Loss Cash Trap Account

Section 2.5 Payment Account

Section 2.6 Investment of Funds in the Cargo Van/Pick-Up Truck Collection Account and the Cargo Van/Pick-Up Truck Purchase Account

Section 2.7 Deposits to the Interest Reserve Account, Cargo Van/Pick-Up Truck Collection Account, the Cargo Van/Pick-Up Truck Purchase Account and the Pre-Funding Period Interest Deficiency Account

Section 2.8 Cargo Van/Pick-Up Truck Purchase Account

Section 2.9 Withdrawals from the Interest Reserve Account; Demands on the Surety Bond; and Interest Shortfall Amount

Section 2.10 Monthly Application of Total Available Funds

Section 2.11 Payment of Monthly Interest Payment, Monthly Contingent Additional Interest Payment and Premium

Section 2.12 Payment of Note Principal

Section 2.13 Administrator’s Failure to Instruct the Trustee to Make a Deposit or Payment

Section 2.14 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 Base Indenture

Section 5.6 Counterparts

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Section 5.7 Governing Law

Section 5.8 Amendments

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 BE-1, LLC, a special purpose limited liability company established under the laws of Nevada, and 2007 BP-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 Base Indenture referred to below, the “Trustee”) and securities intermediary, to the Cargo Van/Pick-Up 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 “Base Indenture”).

PRELIMINARY STATEMENT

WHEREAS, Sections 2.4 and 13.1 of the 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 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 Base Indenture and this Series Supplement, and such Series of Notes shall be designated as the Series 2007-1 5.404% Cargo Van/Pick-Up 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 2.7.

ARTICLE I

DEFINITIONS

(a) All capitalized terms not otherwise defined herein are defined in the Definitions List attached to the 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 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 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 2.9(e).

“Affiliate Sale Truck” means, with respect to any Monthly Period, any cargo van or pick-up truck sold by an Affiliate of a Cargo Van/Pick-Up Truck SPV to a third party during such Monthly Period, which cargo van or pick-up truck was purchased by such Affiliate from a Cargo Van/Pick-Up Truck SPV pursuant to Section 4.3 of the SPV Fleet Owner Agreement solely to facilitate such sale to such third party; provided that, solely for purposes of calculating the Residual Loss Rate, (x) the Disposition Proceeds with respect to any such cargo van or pick-up truck shall equal the proceeds from such sale to such third party and (y) the Assumed Asset Value of any such cargo van or pick-up truck shall be calculated as if such cargo van or pick-up truck was owned by a Cargo Van/Pick-Up Truck SPV as of the date of such sale to such third party.

“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 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.

“Available Residual Loss Cash Trap Account Amount” means, as of any Payment Date, the amount on deposit in the Residual Loss Cash Trap 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 2.10 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

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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 2.10 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.

“Cash Collateral Amount” means, as of any date of determination, the Initial Cash Collateral Amount, plus the amount of each deposit made on or prior to such date to the Cargo Van/Pick-Up Truck Purchase Account pursuant to paragraph (ix) of Section 2.10, minus the amount of each withdrawal made on or prior to such date from the Cargo Van/Pick-Up Truck Purchase Account pursuant to Section 2.8(a) or Section 2.8(c).

“Contingent Additional Interest Shortfall Amount” is defined in Section 2.9(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 2.9(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 2.10.

“Deficiency” is defined in Section 2.9(a).

“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.

“Excess Residual Loss Cash Trap Account Amount” is defined in Section 2.4(e).

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“Financial Assets” is defined in Section 2.14(b)(i).

“Funded Truck” means any Cargo Van or Pick-Up Truck listed on Schedule 2.7(a) or any Cargo Van or Pick-Up Truck funded on a Funding Date pursuant to Section 2.8(a).

“Funding Date” means any date during the Series 2007-1 Revolving Period on which funds are released from the Cargo Van/Pick-Up Truck Purchase Account in order to fund the acquisition of a Cargo Van or Pick-Up Truck by a Cargo Van/Pick-Up Truck SPV pursuant to Section 2.8(a).

“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 last day of the Related Monthly Period (after giving effect to any deposits into and withdrawals from the Cargo Van/Pick-Up Truck Purchase Account on such date) (or, in the case of the initial Determination Date following the Series 2007-1 Closing Date, the Initial Cash Collateral Amount), and (ii) the denominator of which is equal to the Discounted Aggregate Asset Amount as of the immediately preceding Determination Date (or, in the case of the initial Determination Date following the Series 2007-1 Closing Date, as of the Series 2007-1 Closing Date).

“Initial Aggregate Note Balance” means the aggregate initial principal amount of the Series 2007-1 Notes, which is $86,600,000.

“Initial Cash Collateral Amount” means $51,817,752.

“Initial Pre-Funding Period Interest Deficiency Account Amount” means $148,337.

“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 2.9(e).

“Maximum Cash Collateral Amount” means, as of any Determination Date, the product of (x) 20% and (y) the Aggregate Asset Amount as of such Determination Date.

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“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 September 2007 Payment Date and the denominator of which is 12.

“Maximum Residual Loss Cash Trap Account Amount” means, as of any Residual Loss Cash Trap Payment Date, the product of (i) the Residual Loss Rate with respect to the immediately preceding Residual Loss Test Determination Date and (ii) the Aggregate Assumed Asset Value as of the immediately preceding Determination Date.

“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 2.10 prior to such Payment Date.

“Monthly Contingent Additional Interest Payment” is defined in clause (2) of paragraph (xiv) of Section 2.10.

“Monthly Interest Payment” is defined in paragraph (iv) of Section 2.10.

“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 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 Amount” is defined in Section 2.8(c).

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“Partial Amortization Amount Premium” means, with respect to any Partial Amortization Amount on any Prepayment Date, the excess, if any, of (a) the Present Value, as of such Prepayment Date, of such Partial Amortization Amount over (b) such Partial Amortization Amount.

“Payment Account” is defined in Section 2.5(a).

“Payment Account Collateral” is defined in Section 2.5(b).

“Permanent Global Series 2007-1 Note” is defined in Section 4.3.

“Pre-Funded Amount” means, as of any date of determination during the Pre-Funding Period, the Initial Cash Collateral Amount minus the amount of each withdrawal made on or prior to such date from the Cargo Van/Pick-Up Truck Purchase Account pursuant to Section 2.9(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 September 2007 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 during the Pre-Funding Period, 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 Cargo Van/Pick-Up Truck Purchase Account.

“Prepayment Amount” means an Optional Prepayment Amount or a Partial Amortization Amount.

“Prepayment Date” means any Payment Date on which a Prepayment Amount is being paid to the Series 2007-1 Noteholders pursuant to Section 2.8(c) or Section 5.1.

“Prepayment Period” means, with respect to any Prepayment Date, the number of full months from such Prepayment Date to the February 2010 Payment Date.

“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 February 2010 Payment Date as if such Prepayment Amount were fully repaid on such date, with such present value being computed using a discount rate equal to (i) if the Prepayment Period with respect to such Prepayment Date is 24 months or more, the Swap Rate or (ii) if such Prepayment Period is less than 24 months, the

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EDSF Rate, in each case corresponding to such 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) six 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) $1,174,644.

“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 2.10.

“Required Pre-Funding Period Interest Deficiency Account Amount” means, for any Payment Date during the Pre-Funding Period, 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, 1.10 and (ii) with respect to each Determination Date thereafter, 1.25.

“Residual Loss Cash Trap Account” is defined in Section 2.4(a).

“Residual Loss Cash Trap Account Collateral” is defined is Section 2.4(d).

“Residual Loss Cash Trap Amount” means, as of any Residual Loss Cash Trap Payment Date, an amount equal to the excess of (i) the Maximum Residual Loss Cash Trap Account Amount as of such Residual Loss Cash Trap Payment Date over (ii) the Available Residual Loss Cash Trap Account Amount as of such Residual Loss Trap Payment Date (without giving effect to any deposits thereto on such Payment Date).

“Residual Loss Cash Trap Payment Date” means the Related Payment Date with respect to any Residual Loss Test Determination Date on which the Residual Loss Rate is greater than zero, and each of the five succeeding Payment Dates thereafter.

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“Residual Loss Rate” means, with respect to any Residual Loss Determination Date, an amount (not less than zero) equal to (i) 100% minus (ii) a fraction, expressed as a percentage (rounded to the nearest basis point), (x) the numerator of which is the sum of the Disposition Proceeds with respect to all Residual Loss Test Trucks with respect to such Residual Loss Test Determination Date, and (y) the denominator of which is the sum of the Assumed Asset Values of each such Residual Loss Test Truck as of the Determination Date immediately preceding the Disposition Date with respect to each such Residual Loss Test Truck (or, if such Disposition Date was a Determination Date, the Assumed Asset Value of such Residual Loss Truck as of such Determination Date).

“Residual Loss Test Determination Date” means the third Determination Date following the Effective Date and each third Determination Date during the Series 2007-1 Revolving Period thereafter; provided, however, that such Determination Date shall not be a Residual Loss Determination Date unless the aggregate number of Cargo Vans and Pick-Up Trucks sold or otherwise disposed of pursuant to Section IV of the SPV Fleet Owner Agreement to parties other than Affiliates during the three Monthly Periods preceding such Determination Date (including any Affiliate Sale Trucks with respect to such Monthly Periods) is equal to or greater than 300.

“Residual Loss Test Trucks” means, collectively, with respect to any Residual Loss Test Determination Date, all Cargo Vans and Pick-Up Trucks sold or otherwise disposed of to parties other than an Affiliate of a Cargo Van/Pick-Up Truck SPV pursuant to Section IV of the SPV Fleet Owner Agreement during the three Monthly Periods immediately preceding such Residual Loss Determination Date, including any Affiliate Sale Trucks with respect to such Monthly Periods.

“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, the Interest Reserve Account and the Residual Loss Cash Trap Account.

“Series 2007-1 Adjusted Monthly Interest” means (a) for the initial Payment Date, an amount equal to $701,979.60 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 Anticipated Repayment Date” means the May 2010 Payment Date.

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“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 Cargo Van/Pick-Up Truck Collection Account during the Related Monthly Period, plus (ii) the Monthly Fleet Owner Payment deposited into the Cargo Van/Pick-Up 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 Cargo Van/Pick-Up Truck Collection Account on such Payment Date, plus (v) any Disposition Proceeds deposited into the Cargo Van/Pick-Up Truck Collection Account during the Related Monthly Period, plus (vi) any other Collections deposited into the Cargo Van/Pick-Up 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 Anticipated Repayment 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 two-year Swap Rate as of the Determination Date immediately preceding the Series 2007-1 Anticipated Repayment Date, (2) 0.22% 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 Anticipated Repayment 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 Legal Final Maturity Date” means the May 2012 Payment Date.

“Series 2007-1 Monthly Interest” means, for (i) the initial Payment Date, $701,979.60, 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.

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“Series 2007-1 Note Owner” means each Note Owner with respect to a Series 2007-1 Note.

“Series 2007-1 Note Rate” means 5.404% 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 5.404% Cargo Van/Pick-Up 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 Revolving Period” means the period beginning on and including the Series 2007-1 Closing Date and ending on the earliest to occur of (i) the date on which a Rapid Amortization Event occurs, (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.

“Surety Bond” means the Note Guaranty Insurance Policy No. AB1084BE, 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.

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“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.

“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 Cargo Van/Pick-Up Truck Collection Account on such Payment Date pursuant to Section 2.9(a) or Section 2.9(b).

(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

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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 2.9.

(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 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.

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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 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 Cargo Van/Pick-Up 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

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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 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 2.12. 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 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

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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 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”).

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(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 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, (i) withdraw from the Pre-Funding Period Interest Deficiency Account an amount equal to the Pre-Funding Period Interest Deficiency Amount for such Payment Date and deposit such amount in the Cargo Van/Pick-Up Truck Collection Account and (ii) withdraw from the Pre-Funding Period Interest Deficiency Account an amount equal to the Excess Pre-Funding Period Interest Deficiency Account Amount as of such Payment Date and (A) deposit in the Interest Reserve Account a portion of such amount equal to the lesser of (1) such Excess Pre-Funding Period Interest Deficiency Account Amount and (2) the excess, if any, of (x) the Required Interest Reserve Account Amount as of such Payment Date over (y) the Available Interest Reserve Account Amount as of such Payment Date and (B) pay the remainder of such Excess Pre-Funding Period Interest Deficiency Account Amount, if any, to the order of the Issuers. On the first Payment Date after 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 second 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, withdraw from the Pre-Funding Period Interest Deficiency Account an amount equal to the Available Pre-Funding Period Interest Deficiency Account Amount as of such Payment Date and (A) deposit in the Interest Reserve Account a portion of such amount equal to the lesser of (1) such Available Pre-Funding Period Interest Deficiency Account Amount and (2) the excess, if any, of (x) the Required Interest Reserve Account Amount as of such Payment Date over (y) the Available Interest Reserve Account Amount as of such Payment Date and (B) pay the remainder of such Available Pre-Funding Period Interest Deficiency Account Amount to the order of the Issuers.

(f) Termination of the Pre-Funding Period Interest Deficiency Account. Upon the termination of the Indenture pursuant to Section 12.1 of the 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 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 Residual Loss Cash Trap Account. (a) Establishment of the Residual Loss Cash Trap 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 “Residual Loss Cash Trap 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 Residual Loss Cash Trap 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

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Issuers and the Surety Provider and establish a new Residual Loss Cash Trap Account that is an Eligible Deposit Account. If the Trustee establishes a new Residual Loss Cash Trap Account, it shall transfer all cash and investments from the non-qualifying Residual Loss Cash Trap Account into the new Residual Loss Cash Trap Account. Initially, the Residual Loss Cash Trap Account will be established with U.S. Bank National Association.

(b) Administration of the Residual Loss Cash Trap Account. USF shall instruct in writing the institution maintaining the Residual Loss Cash Trap Account to invest funds on deposit in the Residual Loss Cash Trap 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 Residual Loss Cash Trap Account are invested pursuant to this Section 2.4(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 Base Indenture. In the absence of written investment instructions hereunder, funds on deposit in the Residual Loss Cash Trap 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 Residual Loss Cash Trap Account. All interest and earnings (net of losses and investment expenses) paid on funds on deposit in the Residual Loss Cash Trap Account shall be deemed to be on deposit therein and available for distribution.

(d) Residual Loss Cash Trap 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 Residual Loss Cash Trap 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 Residual Loss Cash Trap 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 Residual Loss Cash Trap 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 Residual Loss Cash Trap 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 “Residual Loss Cash Trap Account Collateral”).

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(e) Withdrawals from the Residual Loss Cash Trap Account. On the first Payment Date following the occurrence and during the continuance of a Rapid Amortization Event, the Administrator shall instruct the Trustee to, and the Trustee shall, upon receipt of written instructions from the Administrator, withdraw from the Residual Loss Cash Trap Account an amount equal to the Available Residual Loss Cash Trap 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 2.12. On each Payment Date during the Series 2007-1 Revolving Period immediately following a Residual Loss Test Determination Date with respect to which the Residual Loss Rate was zero, the Administrator shall instruct the Trustee to, and the Trustee shall, upon receipt of written instructions from the Administrator, withdraw from the Residual Loss Cash Trap Account an amount equal to (x) if the Administrator determines that the sum of the amounts payable pursuant to paragraphs (xiv), (xv) and (xvi) of Section 2.10 on such Payment Date exceeds the amount of Total Available Funds on such Payment Date available to pay such amounts, the lesser of (i) such excess and (ii) the Available Residual Loss Cash Trap Account Amount, and deposit such amount in the Payment Account for payment of such amounts payable pursuant to paragraphs (xiv), (xv) and (xvi) of Section 2.10, and (y) any remaining amounts on deposit in the Residual Loss Cash Trap Account for payment at the order of the Issuers. On each Residual Loss Cash Trap Payment Date during the Series 2007-1 Revolving Period, the Administrator shall instruct the Trustee to, and the Trustee shall, upon receipt of written instructions from the Administrator, withdraw from the Residual Loss Cash Trap Account an amount equal to excess, if any, of (i) the Available Residual Loss Cash Trap Account Amount (after giving effect to any deposits thereto on such Residual Loss Cash Trap Payment Date) over (ii) the Maximum Residual Loss Cash Trap Account Amount as of such Residual Loss Cash Trap Payment Date (such excess, the “Excess Residual Loss Cash Trap Account Amount”), and (x) if the Administrator determines that the sum of the amounts payable pursuant to paragraphs (xiv), (xv) and (xvi) of Section 2.10 on such Payment Date exceeds the amount of Total Available Funds on such Payment Date available to pay such amounts, deposit the lesser of (i) such excess and (ii) the Excess Residual Loss Cash Trap Account Amount in the Payment Account for payment of such amounts payable pursuant to paragraphs (xiv), (xv) and (xvi) of Section 2.10, and (y) pay the remainder, if any, of the Excess Residual Loss Cash Trap Account Amount at the order of the Issuers.

(f) Termination of the Residual Loss Cash Trap Account. Upon the termination of the Indenture pursuant to Section 12.1 of the Base Indenture, after the prior payment of all amounts owing to any Person and payable from the Residual Loss Cash Trap 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 Residual Loss Cash Trap Account all amounts on deposit therein for payment at the direction of the Issuers.

Section 2.5 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

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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 Payment Account. Initially, the Payment Account will be established with U.S. Bank National Association. Funds on deposit in the Payment Account shall remain uninvested.

(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 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 2.6 Investment of Funds in the Cargo Van/Pick-Up Truck Collection Account and the Cargo Van/Pick-Up Truck Purchase Account. USF shall instruct the institutions maintaining the Cargo Van/Pick-Up Truck Collection Account and the Cargo Van/Pick-Up 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 Cargo Van/Pick-Up 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 Cargo Van/Pick-Up 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 Cargo Van/Pick-Up 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 Cargo Van/Pick-Up Truck Purchase Account shall be deposited in the Cargo Van/Pick-Up 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

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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 Cargo Van/Pick-Up Truck Collection Account or Cargo Van/Pick-Up Truck Purchase Account are invested pursuant to this Section 2.6, 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 Base Indenture.

Section 2.7 Deposits to the Interest Reserve Account, Cargo Van/Pick-Up Truck Collection Account, the Cargo Van/Pick-Up Truck Purchase Account and the Pre-Funding Period Interest Deficiency Account. (a) On the Series 2007-1 Closing Date, the Trustee shall deposit (i) $1,026,307 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 Cargo Van/Pick-Up Truck Purchase Account, to be paid in accordance with the following sentence and the terms of Section 2.8. On the Series 2007-1 Closing Date, $32,000,330.66 of the net proceeds from the sale of the Series 2007-1 Notes deposited into the Cargo Van/Pick-Up 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 Cargo Vans and Pick-Up Trucks set forth on Schedule 2.7(a), each of which Cargo Vans and Pick-Up Trucks shall be contributed by USF on the Series 2007-1 Closing Date to either Cargo Van SPV or Pick-Up Truck SPV, as applicable.

(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 Cargo Van/Pick-Up Truck Collection Account and treat such amounts as part of Available Funds for such Payment Date.

Section 2.8 Cargo Van/Pick-Up Truck Purchase Account. (a) On the Series 2007-1 Closing Date, the Initial Cash Collateral Amount will be deposited into the Cargo Van/Pick-Up Truck Purchase Account pursuant to Section 2.7(a). On each 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 Cargo Van/Pick-Up Truck Purchase Account an amount with respect to each Cargo Van or Pick-Up Truck being funded by a Cargo Van/Pick-Up Truck SPV on such Funding Date equal to the product of (x) the Advance Rate for such Cargo Van or Pick-Up Truck as of the immediately preceding Determination Date and (y) the Assumed Asset Value of such Cargo Van or Pick-Up Truck as of the Determination Date in such Monthly Period (or, if the In-Service Date for such Cargo Van or Pick-Up Truck was in such Monthly Period, the Capitalized Cost of such Cargo Van or Pick-Up Truck), and shall pay such amount upon the order of such Cargo Van/Pick-Up Truck SPVs upon satisfaction of the conditions set forth in Section 2.8(b) with respect to such withdrawal.

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(b) Amounts may be withdrawn from the Cargo Van/Pick-Up Truck Purchase Account to finance the acquisition by one or more Cargo Van/Pick-Up Truck SPVs of one or more Cargo Vans or Pick-Up Trucks only upon the satisfaction of each of the following conditions precedent on or prior to the related Funding Date:

(i) each of the representations and warranties made by each Issuer pursuant to Article 7 of the Base Indenture shall be true and correct as of the related Funding Date with the same effect as if then made;

(ii) the Administrator shall have delivered to the Trustee at least one Business Day prior to such Funding Date (with a copy to the Surety Provider) a schedule of the Cargo Vans and Pick-Up Trucks acquired by such Cargo Van/Pick-Up Truck SPVs with the funds being withdrawn on such Funding Date;

(iii) no Rapid Amortization Event shall have occurred and be continuing on such Funding Date, no Potential Rapid Amortization Event shall exist on such Funding Date, and no Rapid Amortization Event or Potential Rapid Amortization Event shall occur as a result of such withdrawal and the purchase of such Cargo Van or Pick-Up Truck;

(iv) each Cargo Van or Pick-Up Truck acquired with funds released on such Funding Date, upon its acquisition by a Cargo Van/Pick-Up Truck SPV, shall be an Eligible Truck; and

(v) 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 2.8(b).

(c) On any Payment Date occurring after the end of the Pre-Funding Period and during the Series 2007-1 Revolving Period on which the Cash Collateral Amount (after giving effect to all deposits in, and withdrawals from, the Cargo Van/Pick-Up Truck Purchase Account on such Payment Date other than any withdrawal therefrom pursuant to this Section 2.8(c)) exceeds the Maximum Cash Collateral Amount, the Administrator shall instruct the Trustee to, and the Trustee shall, upon receipt of written instructions from the Administrator, withdraw an amount equal to such excess (the “Partial Amortization 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 2.12.

(d) On the Payment Date on which the Series 2007-1 Revolving Period ends (or, if the Series 2007-1 Revolving Period does not end on a Payment Date, on the first Payment Date following the end of the Series 2007-1 Revolving Period), the Administrator shall instruct the Trustee to, and the Trustee shall, upon receipt of written instructions from the Administrator, (i) withdraw from the Cargo Van/Pick-Up Truck Purchase Account on such Payment Date an amount equal to the lesser of (x) the amount in the Cargo/Van Pick-Up Truck Purchase Account on such Payment Date and (y) the Aggregate Note Balance as of such Payment Date (after giving effect to any principal payments to be made on such Payment Date, including pursuant to Sections 2.2(e) and 2.4(e)) and deposit such amount in the Payment Account to be applied to pay

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the principal of the Series 2007-1 Notes pursuant to Section 2.12 and (ii) deposit any remaining amount in the Cargo Van/Pick-Up Truck Purchase Account, after the application of clause (i), into the Cargo Van/Pick-Up Truck Collection Account. For the avoidance of doubt, no prepayment premium will be payable with respect to principal amounts paid pursuant to this Section 2.8(d).

Section 2.9 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 Cargo Van/Pick-Up 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 Funds for the Series 2007-1 Legal Final Maturity Date available on the Series 2007-1 Legal Final Maturity Date to pay the Aggregate Note Balance is less than the Aggregate Note Balance, 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 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 Series 2007-1 Legal Final Maturity Date, withdraw from the Interest Reserve Account and deposit in the Cargo Van/Pick-Up Truck Collection Account an amount equal to the lesser of (x) such insufficiency and (y) the Available Interest Reserve Account Amount as of the Series 2007-1 Legal Final Maturity Date (after giving effect to any withdrawal therefrom pursuant to Section 2.9(a) on the Series 2007-1 Legal Final Maturity Date).

(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

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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 2.9(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 any Payment Date occurring after the Series 2007-1 Anticipated Repayment Date available on such Payment Date to pay Series 2007-1 Monthly Contingent Additional Interest for such Payment Date pursuant to clause (2) of paragraph (xiv) of Section 2.10 is less than Series 2007-1 Monthly Contingent Additional Interest for such Payment Date (any such insufficiency, a “Contingent Additional Interest Shortfall Amount”), payments to the Series 2007-1 Noteholders pursuant to clause (2) of paragraph (xiv) of Section 2.10 will be reduced on a pro rata basis by the Contingent Additional Interest Shortfall Amount.

Section 2.10 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 Cargo Van/Pick-Up 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;

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(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 Cargo Van/Pick-Up Truck Purchase Account, an amount equal to the Targeted Principal Deposit 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, on each Payment Date following the occurrence and during the continuance of a DSCR Deficiency Event, to the DSCR Deficiency Account, an amount equal to 50% of the remaining Total Available Funds for such Payment Date after application thereof pursuant to paragraphs (i) through (x) above 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

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 Insurance Agreement over (y) the amount paid to the Surety Provider pursuant to paragraph (vi) above on such Payment Date;

(xiii) on each Residual Loss Cash Trap Payment Date prior to the occurrence and continuation of a Rapid Amortization Event, to the Residual Loss Cash Trap Account, an amount equal to the Residual Loss Cash Trap Amount as of such Payment Date;

(xiv) (1) on each Payment Date during the Series 2007-1 Revolving Period, to the Payment Account, an amount equal to the Partial Amortization Amount Premium, if any, with respect to any Partial Amortization Amount on such Payment Date, and (2) on each Payment Date after the Series 2007-1 Anticipated Repayment Date, to the Payment Account, an 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 preceding Payment Date (such amount, the “Monthly Contingent Additional Interest Payment”);

(xv) 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;

(xvi) to any Permitted Note Issuance Trustee, any amounts owing by any Cargo Van/Pick-Up Truck SPV to such Permitted Note Issuance Trustee under any Cargo Van/Pick-Up Truck SPV Permitted Note Limited Guarantee to which such Cargo Van/Pick-Up Truck SPV is a party; and

(xvii) at the direction of the Issuers, an amount equal to the remaining Total Available Funds for such Payment Date.

Section 2.11 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 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 2.9(c) and Section 2.10(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 Section 2.10(xiv).

(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 Base Indenture, distribute pro rata to each Series 2007-1 Noteholder, from the Payment Account the Partial Amortization Amount Premium to the extent of the amount, if any, deposited in the Payment Account pursuant to clause (1) of paragraph (xiv) of Section 2.10 or the Optional Prepayment Premium to the extent of the amount thereof, if any, deposited in the Payment Account pursuant to Section 5.1.

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Section 2.12 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 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 2.4(e), Section 2.8(c), Section 2.8(d), clause (2) of paragraph (xi) of Section 2.10 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 2007-1 Note will be paid. Such notice shall be made at the expense of the Administrator and shall be mailed within three (3) Business Days of receipt of a Monthly Noteholders’ Statement with respect to the Series 2007-1 Notes indicating that such final payment will be made and shall specify that such final installment will be payable only upon presentation and surrender of such Series 2007-1 Note and shall specify the place where such Series 2007-1 Note may be presented and surrendered for payment of such installment. Notices in connection with prepayments in full of Series 2007-1 Notes shall be (i) transmitted by facsimile to Series 2007-1 Noteholders holding Global Notes and (ii) sent by registered mail to Series 2007-1 Noteholders holding Definitive Notes and shall specify that such final installment will be payable only upon presentation and surrender of such Series 2007-1 Note and shall specify the place where such Series 2007-1 Note may be presented and surrendered for payment of such installment.

Section 2.13 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 2.9. If the Administrator or any Issuer fails to give notice or instructions to make any payment from or deposit into the Cargo Van/Pick-Up 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 Cargo Van/Pick-Up 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 2.13 that are not timely delivered by or on behalf of the Administrator or any Issuer.

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Section 2.14 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 2.14.

(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 Issuer 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

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 purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders as set forth in Section 2.14(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 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 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 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 Anticipated Repayment Date;

(b) the occurrence of a Surety Default; and

(c) a DSCR Deficiency Event exists as of more than nine (9) consecutive Determination Dates.

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, Lehman Brothers Inc. and Merrill, Lynch, Pierce, Fenner & Smith Incorporated. The Series 2007-1 Notes will be resold initially only to (1) qualified institutional

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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 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 hereinafter provided.

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 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 Base Indenture.

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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 same Restricted Global Series 2007-1 Note shall be made upon the deemed representation of the transferee that:

(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).

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(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

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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

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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 BE-1, LLC OR 2007 BP-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),

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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 BE-1, LLC AND 2007 BP-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

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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. 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 Revolving Period with funds available pursuant to paragraph (xvii) of Section 2.10 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 2.11(b) and Section 2.12(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.

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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 www.usbank.com\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. Notwithstanding any of the foregoing to the contrary, a copy of each Monthly Noteholders’ Statement will be made available for inspection at the Corporate Trustee Office and, upon receipt of the prior written consent of USF, the Trustee shall supply a paper copy of any Monthly Noteholders’ Statement to any Person that requests it. The Trustee shall provide to the Series 2007-1 Noteholders, or their designated agent, and the Surety Provider copies of all information furnished to the Trustee pursuant to the Related Documents (including pursuant to Section 4.1 of the Base Indenture), as such information relates to the Series 2007-1 Notes or the Series 2007-1 Collateral. In connection with any Preference Amount payable under the Surety Bond, the Trustee shall furnish to the Surety Provider its records evidencing the distributions of principal of and interest on the Series 2007-1 Notes that have been made and subsequently recovered from Series 2007-1 Noteholders and the dates on which such payments were made.

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

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Section 5.5 Ratification of the Base Indenture. As supplemented by this Series Supplement, the Base Indenture is in all respects ratified and confirmed and the 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 Base Indenture.

Section 5.9 Discharge of the Indenture. Notwithstanding anything to the contrary contained in the Base Indenture, no discharge of the Indenture pursuant to Section 12.1(b) of the 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 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, One State Street Plaza, New York, New York, 10004; Attention: Portfolio Risk Management Group - Commercial ABS; telephone: (212) 668-0340; facsimile: (212) 208-3547.

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 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.

37

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), the Surety Provider will be fully subrogated to the rights of such Series 2007-1 Noteholders to receive such principal and interest and will be deemed to the extent of the payments so made to be a Series 2007-1 Noteholder and (ii) the Surety Provider shall be paid principal and interest in its capacity as a Series 2007-1 Noteholder until all such payments by the Surety Provider have been fully reimbursed, but only from the sources and in the manner provided herein for the distribution of such principal and interest and in each case only after the Series 2007-1 Noteholders have received all payments of principal and interest due to them hereunder on the related Payment Date. The foregoing is without prejudice to the separate and independent rights of the Surety Provider to be reimbursed, without duplication, for payments made under the Surety Bond pursuant to the Insurance Agreement. If any Person other than the Trustee asserts any Lien, encumbrance or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) against any Issuer Account or in any financial asset credited thereto, the Administrator will promptly notify the Trustee, the Surety Provider and the Issuer thereof.

(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.

38

(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 Provider under the Surety Bond with respect to interest on or principal of the Series 2007-1 Notes, including any Preference Amount, as defined in the Surety Bond, the Surety Provider is to be fully subrogated to the extent of such payment and any additional interest due on any late payment, to the rights of the Series 2007-1 Noteholders under the Indenture. Each Issuer and the Trustee agree to such subrogation and, further, agree to take such actions as the Surety Provider may reasonably request in writing to evidence such subrogation.

Section 5.15 Prior Notice by Trustee to the Surety Provider. Subject to Section 11.1 of the 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 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.

39

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 BE-1, LLC,

as Issuer

By:

Name:

Title:

2007 BP-1, LLC,

as Issuer

By:

Name:

Title:

U.S. BANK NATIONAL ASSOCIATION, as Trustee

By:

Name:

Title:

EX-21 10 subsidiariesofamerco.htm SUBSIDIARIES OF AMERCO Subsidiaries of AMERCO
Exhibit 21

AMERCO (Nevada)

Consolidated Subsidiaries

Patriot Truck Leasing, LLC

NV

Picacho Peak Investments Co.

NV

ARCOA Insurance Company

NV

Republic Western Insurance Company

AZ

Republic Claims Service Company

AZ

Republic Western Syndicate, Inc.

NY

North American Fire and Casualty Insurance Company

LA

RWIC Investments, Inc

AZ

Ponderosa Insurance Agency, Inc.

AZ

Oxford Life Insurance Company

AZ

Oxford Life Insurance Agency, Inc.

AZ

Encore Agency, Inc.

LA

North American Insurance Company

WI

Christian Fidelity Life Insurance Company

TX

Dallas General Life Insurance Company

TX

Amerco Real Estate Company

NV

Amerco Real Estate Company of Alabama, Inc.

AL

Amerco Real Estate Company of Texas, Inc.

TX

Amerco Real Estate Company of Texas (Greenspoint), LLC

TX

Amerco Real Estate Services, Inc.

NV

One PAC Company

NV

Two PAC Company

NV

Three PAC Company

NV

Four PAC Company

NV

Five PAC Company

NV

Six PAC Company

NV

Seven PAC Company

NV

Eight PAC Company

NV

Nine PAC Company

NV

Ten PAC Company

NV

Eleven PAC Company

NV

Twelve PAC Company

NV

Sixteen PAC Company

NV

Seventeen PAC Company

NV

Nationwide Commercial Company

AZ

Yonkers Property Corporation

NY

PF&F Holdings Corporation

DE

Fourteen PAC Company

NV

Fifteen PAC Company

NV

AREC Holdings, LLC

DE

AREC 1, LLC

DE

AREC 2, LLC

DE

AREC 3, LLC

DE

AREC 4, LLC

DE

AREC 5, LLC

DE

AREC 6, LLC

DE

AREC 7, LLC

DE

AREC 8, LLC

DE

AREC 9, LLC

DE

AREC 10, LLC

DE

AREC 11, LLC

DE

AREC 12, LLC

DE

AREC 13, LLC

DE

AREC RW MS, LLC

DE

AREC 905, LLC

DE

U-Haul International, Inc.

NV

United States:

INW Company

WA

A&M Associates, Inc.

AZ

Web Team Associates, Inc.

NV

EMove, Inc.

NV

U-Haul Business Consultants, Inc.

AZ

U-Haul Leasing & Sales Co.

NV

Blue Open Water, LLC

NV

RTAC, LLC

NV

U-Haul S Fleet, LLC

NV

2007 BE-1, LLC

NV

2007 BP-1, LLC

NV

2007 DC-1, LLC

NV

2007 EL-1, LLC

NV

2007 TM-1, LLC

NV

U-Haul Moving Partners, Inc.

NV

U-Haul Self-Storage Corporation

NV

U-Haul Self-Storage Management (WPC), Inc.

NV

U-Haul Co. of Alaska

AK

U-Haul Co. of Alabama, Inc.

AL

U-Haul Co. of Arkansas

AR

U-Haul Co. of Arizona

AZ

U-Haul Titling, LLC

NV

U-Haul Co. of California

CA

U-Haul Co. of Colorado

CO

U-Haul Co. of Connecticut

CT

U-Haul Co. of District of Columbia, Inc.

DC

U-Haul Co. of Florida

FL

U-Haul Co. of Florida 905, LLC

DE

U-Haul Co. of Georgia

GA

U-Haul Co. of Hawaii, Inc.

HI

U-Haul Co. of Iowa, Inc.

IA

U-Haul Co. of Idaho, Inc.

ID

U-Haul Co. of Illinois, Inc.

IL

U-Haul Co. of Indiana, Inc.

IN

U-Haul Co. of Kansas, Inc.

KS

U-Haul Co. of Kentucky

KY

U-Haul Co. of Louisiana

LA

U-Haul Co. of Massachusetts and Ohio, Inc.

MA

U-Haul Co. of Maryland, Inc.

MD

U-Haul Co. of Maine, Inc.

ME

U-Haul Co. of Michigan

MI

U-Haul Co. of Minnesota

MN

U-Haul Company of Missouri

MO

U-Haul Co. of Mississippi

MS

U-Haul Co. of Montana, Inc.

MT

U-Haul Co of North Carolina

NC

U-Haul Co of North Dakota

ND

U-Haul Co. of Nebraska

NE

U-Haul Co. of New Hampshire, Inc.

NH

U-Haul Co. of New Jersey, Inc.

NJ

U-Haul Co. of New Mexico, Inc.

NM

U-Haul Co. of Nevada, Inc.

NV

U-Haul Co. of New York and Vermont, Inc.

NY

U-Haul Co. of Oklahoma, Inc.

OK

U-Haul Co. of Oregon

OR

U-Haul Co. of Pennsylvania

PA

U-Haul Co. of Rhode Island

RI

U-Haul Co. of South Carolina, Inc.

SC

U-Haul Co. of South Dakota, Inc.

SD

U-Haul Co. of Tennessee

TN

U-Haul Co. of Texas

TX

U-Haul Co. of Utah, Inc.

UT

U-Haul Co. of Virginia

VA

U-Haul Co. of Washington

WA

U-Haul Co. of Wisconsin, Inc.

WI

U-Haul Co. of West Virginia

WV

U-Haul Co. of Wyoming, Inc.

WY

UHIL Holdings, LLC

DE

UHIL 1, LLC

DE

UHIL 2, LLC

DE

UHIL 3, LLC

DE

UHIL 4, LLC

DE

UHIL 5, LLC

DE

UHIL 6, LLC

DE

UHIL 7, LLC

DE

UHIL 8, LLC

DE

UHIL 9, LLC

DE

UHIL 10, LLC

DE

UHIL 11, LLC

DE

UHIL 12, LLC

DE

UHIL 13, LLC

DE

Canada:

U-Haul Co. (Canada) Ltd.

Ontario

U-Haul Inspections, Ltd.

B.C.

EX-23.1 11 consentofbdo.htm CONSENT OF BDO Box Truck Indenture

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

AMERCO

Reno, NV

We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (No. 333-10119, 333-73357, 333-48396 and 33-56571) of AMERCO and its consolidated entities (the “Company”) of our reports dated June 6, 2007, relating to the consolidated financial statements, the effectiveness of the Company’s internal control over financial reporting, and schedules of the Company appearing in the Company’s Annual Report on Form 10-K for the year ended March 31, 2007.

We also consent to the reference to us under the caption “Experts” in the Prospectus.

/s/ BDO Seidman, LLP

Los Angeles, California

June 6, 2007
EX-23.2 12 consentofsemple.htm CONSENT OF SEMPLE, MARCHAL AND COOPER Consent of Semple, Marchal and Cooper

EXHIBIT 23.2

CONSENT OF INDEPENDENT AUDITORS

AMERCO

Reno, NV

 We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (no. 333-10119, 333-73357, 333-48396 and 33-56571) of AMERCO and consolidated entities of our report dated June 6, 2007, relating to the consolidated financial statements of SAC Holding II Corporation (A Wholly-Owned Subsidiary of Blackwater Investments, Inc.) and its subsidiaries’ consolidated in the Company’s Annual Report on Form 10-K for the year ended March 31, 2007.

Semple, Marchal & Cooper, LLP

Phoenix, Arizona

June 6, 2007

EX-31.1 13 rule13cert311.htm RULE 13 CERT 31.1 Rule 13 Cert 31.1

EXHIBIT 31.1

Rule 13a-14(a)/15d-14(a) Certification

I, Edward J. Shoen, certify that:

1.

I have reviewed this annual report on Form 10-K of AMERCO and U-Haul International, Inc. (together, the “Registrants”);

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrants as of, and for, the periods presented in this report;

4.

The Registrants other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))for the Registrants and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrants, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the Registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the Registrants internal control over financial reporting that occurred during the Registrants most recent fiscal quarter (the Registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrants internal control over financial reporting; and

5.

The Registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrants auditors and the audit committee of the Registrants board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrants ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrants internal control over financial reporting.

/s/ Edward J. Shoen

Edward J. Shoen

President and Chairman of the

Board of AMERCO and Chief

Executive Officer and Chairman

of the Board of U-Haul

International, Inc.

Date: June 6, 2007

EX-31.2 14 rule13cert312.htm RULE 13 CERT 31.2 Rule 13 Cert 31.2

EXHIBIT 31.2

Rule 13a-14(a)/15d-14(a) Certification

I, Jason A. Berg, certify that:

1.

I have reviewed this annual report on Form 10-K of AMERCO (the “Registrant”);

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrants as of, and for, the periods presented in this report;

4.

The Registrants other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrants and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrants, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the Registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the Registrants internal control over financial reporting that occurred during the Registrants most recent fiscal quarter (the Registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrants internal control over financial reporting; and

5.

The Registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrants auditors and the audit committee of the Registrants board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrants ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrants internal control over financial reporting.

/s/ Jason A. Berg

Jason A. Berg

Chief Accounting Officer of AMERCO

Date: June 6, 2007

EX-31.3 15 rule13cert313.htm RULE 13 CERT 31.3 Rule 13 Cert 31.3

EXHIBIT 31.3

Rule 13a-14(a)/15d-14(a) Certification

I, Robert T. Peterson, certify that:

1.

I have reviewed this annual report on Form 10-K of U-Haul International, Inc. (the “Registrant”);

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrants as of, and for, the periods presented in this report;

4.

The Registrants other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrants and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrants, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the Registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the Registrants internal control over financial reporting that occurred during the Registrants most recent fiscal quarter (the Registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrants internal control over financial reporting; and

5.

The Registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrants auditors and the audit committee of the Registrants board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrants ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrants internal control over financial reporting.

/s/ Robert T. Peterson

Robert T. Peterson

Chief Financial Officer of U-Haul International, Inc.

Date: June 6, 2007
EX-32.1 16 cert404321.htm CERT 404 32.1 Cert 404 32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Form 10-K for the year ended March 31, 2007 of AMERCO and U-Haul International, Inc. (together, the “Company”), as filed with the Securities and Exchange Commission on June 6, 2007 (the “Report”), I, Edward J. Shoen, Chairman of the Board and President of the Company, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 AMERCO,

 a Nevada corporation

/s/ Edward J. Shoen

 Edward J. Shoen

 President and Chairman of the Board

Date: June 6, 2007

 U-HAUL INTERNATIONAL, INC.,

 a Nevada corporation

/s/ Edward J. Shoen

 Edward J. Shoen

 Chief Executive Officer

 and Chairman of the Board

Date: June 6, 2007
EX-32.2 17 cert404322.htm CERT 404 32.2 Cert 404 32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Form 10-K for the year ended March 31, 2007 of AMERCO (the “Company”), as filed with the Securities and Exchange Commission on June 6, 2007 (the “Report”), I, Jason A. Berg, Chief Accounting Officer of the Company, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 AMERCO,

 a Nevada corporation

/s/ Jason A. Berg

 Jason A. Berg

 Chief Accounting Officer

Date: June 6, 2007
EX-32.3 18 cert404323.htm CERT 404 32.3 Cert 404 32.3

EXHIBIT 32.3

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Form 10-K for the year ended March 31, 2007 of U-Haul International, Inc. (the “Company”), as filed with the Securities and Exchange Commission on June 6, 2007 (the “Report”), I, Robert T. Peterson, Chief Financial Officer of the Company, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 U-HAUL INTERNATIONAL, INC.,

 a Nevada corporation

/s/ Robert T. Peterson

 Robert T. Peterson

 Chief Financial Officer

Date: June 6, 2007
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M@`HHHH`****`"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB@`HHHH`****` M"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB@`HHHH`* M***`"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB@`HH MHH`****`"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB M@`HHHH`****`"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB@`HHHH`****` M"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB@`HHHH`* M***`"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB@`HH MHH`****`"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB M@`HHHH`****`"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB@`HHHH`****` M"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB@`HHHH`* M***`"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB@`HH MHH`****`"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB M@`HHHH`****`"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB@`HHHH`****` M"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB@`HHHH`* M***`"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB@`HH MHH`****`"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB 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PRIVACY-ENHANCED MESSAGE-----

Commission File Number	Registrant, State of Incorporation Address and Telephone Number	I.R.S. Employer Identification No.

1-11255	AMERCO	88-0106815
	(A Nevada Corporation)
	1325 Airmotive Way, Ste. 100
	Reno, Nevada 89502-3239
	Telephone (775) 688-6300

2-38498	U-Haul International, Inc.	86-0663060
	(A Nevada Corporation)
	2727 N. Central Avenue
	Phoenix, Arizona 85004
	Telephone (602) 263-6645

Securities registered pursuant to Section 12(b) of the Act:
Registrant	Title of Class	Name of Each Exchange on Which Registered
AMERCO	Series A 8 ½% Preferred Stock	New York Stock Exchange
AMERCO	Common	NASDAQ
U-Haul International, Inc.	None

		Page No.
	PART I

Item 1.	Business	2 - 7
Item 1A.	Risk Factors	7 - 10
Item 1B.	Unresolved Staff Comments	10
Item 2.	Properties	10
Item 3.	Legal Proceedings	11
Item 4.	Submission of Matters to a Vote of Security Holders	12

	PART II
Item 5.	Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Repurchases of Equity Securities	12 - 14
Item 6.	Selected Financial Data	15 - 16
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17 - 44
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	45
Item 8.	Financial Statements and Supplementary Data	45
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	45
Item 9A.	Controls and Procedures	46 - 47
Item 9B.	Other information	47

	PART III
Item 10.	Directors, Executive Officers and Corporate Governance	49
Item 11.	Executive Compensation	49
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	49
Item 13.	Certain Relationships and Related Transaction, and Director Independence	49
Item 14.	Principal Accounting Fees and Services	49

	PART IV
Item 15.	Exhibits and Financial Statement Schedules	50 -59

	Year Ended March 31,
	2007				2006
		High		Low		High		Low
First quarter	$	106.95	$	79.71	$	56.10	$	42.75
Second quarter	$	105.35	$	66.22	$	63.61	$	52.80
Third quarter	$	96.89	$	71.81	$	73.68	$	54.60
Fourth quarter	$	89.96	$	59.83	$	101.24	$	65.45

Period	Total # of Shares Repurchased		Average Price Paid per Share (1)		Total # of Shares Repurchased as Part of Publicly Announced Plan		Total $ of Shares Repurchased as Part of Publicly Announced Plan		Maximum $ of Shares That May Yet be Repurchased Under the Plan

January 1 - 31, 2007		-		-		-		-	$	50,000,000
February 1 - 28, 2007		268,653	$	68.37		268,653	$	18,368,840	$	31,631,160
March 1 - 31, 2007 (2)		470,638	$	65.31		470,638	$	30,737,262	$	65,893,898
Fourth Quarter Total		739,291	$	66.42		739,291	$	49,106,102

	Year Ended March 31,
	2007			2006			2005			2004			2003
	(In thousands, except share and per share data)
Summary of Operations:
Self-moving equipment rentals	$	1,476,579		$	1,503,569		$	1,437,895		$	1,381,208		$	1,293,732
Self-storage revenues		126,424			119,742			114,155			247,640			238,938
Self-moving and self-storage products and service sales		224,722			223,721			206,098			232,965			223,677
Property management fees		21,154			21,195			11,839			259			89
Life insurance premiums		120,399			118,833			126,236			145,082			158,719
Property and casualty insurance premiums		24,335			26,001			24,987			92,036			149,206
Net investment and interest income		61,093			53,094			56,739			38,281			40,731
Other revenue		30,891			40,471			30,172			38,523			36,252
Total revenues		2,085,597			2,106,626			2,008,121			2,175,994			2,141,344

Operating expenses		1,080,897			1,080,990			1,122,197			1,179,996			1,182,222
Commission expenses		177,008			180,101			172,307			147,010			138,652
Cost of sales		117,648			113,135			105,309			111,906			115,115
Benefits and losses		118,725			117,160			140,343			217,447			248,349
Amortization of deferred policy acquisition costs		17,138			24,261			28,512			39,083			37,681
Lease expense		149,044			142,781			151,354			160,727			166,101
Depreciation, net of (gains) losses on disposal		189,589			142,817			121,103			148,813			137,446
Restructuring expense		-			-			-			44,097			6,568
Total costs and expenses		1,850,049			1,801,245			1,841,125			2,049,079			2,032,134

Earnings from operations		235,548			305,381			166,996			126,915			109,210
Interest expense		(82,756	)		(69,481	)		(73,205	)		(121,690	)		(148,131	)
Fees and amortization on early extinguishment of debt (b)		(6,969	)		(35,627	)		-			-			-
Litigation settlement, net of costs, fees and expenses		-			-			51,341			-			-
Pretax earnings (loss)		145,823			200,273			145,132			5,225			(38,921	)
Income tax benefit (expense)		(55,270	)		(79,119	)		(55,708	)		(8,077	)		13,935
Net earnings (loss)		90,553			121,154			89,424			(2,852	)		(24,986	)
Less: Preferred stock dividends		(12,963	)		(12,963	)		(12,963	)		(12,963	)		(12,963	)
Earnings (loss) available to common shareholders	$	77,590		$	108,191		$	76,461		$	(15,815	)	$	(37,949	)
Net earnings (loss) per common share basic and diluted	$	3.72		$	5.19		$	3.68		$	(0.76	)	$	(1.82	)
Weighted average common shares outstanding: Basic and diluted		20,838,570			20,857,108			20,804,773			20,749,998			20,824,618
Cash dividends declared and accrued
Preferred stock	$	12,963		$	12,963		$	12,963		$	12,963		$	12,963
Balance Sheet Data:
Property, plant and equipment, net		1,897,071			1,535,165			1,354,468			1,451,805			1,946,317
Total assets		3,523,048			3,367,218			3,116,173			3,394,748			3,832,372
Capital leases		-			-			-			99,607			137,031
AMERCO's notes and loans payable		1,181,165			965,634			780,008			862,703			940,063
SAC Holdings II notes and loans payable, non-recourse to AMERCO (a)		74,887			76,232			77,474			78,637			466,781
Stockholders' equity		718,098			695,604			572,839			503,846			327,448

(a) The amount for fiscal 2003 includes SAC Holding and SAC Holding II.
(b) Includes the write-off of debt issuance costs of $7.0 million in fiscal 2007 and $14.4 million in fiscal 2006.

	Unpaid Loss and Loss Adjustment Expenses

	December 31,
	1996			1997			1998			1999			2000			2001			2002			2003			2004		2005		2006
	(In thousands)
Unpaid Loss and Loss Adjustment Expenses	$	332,674		$	384,816		$	344,748		$	334,858		$	382,651		$	448,987		$	399,447		$	416,259		$	380,875	$	346,928	$	288,783
Paid (Cumulative) as of:
One year later		89,336			103,752			82,936			117,025			130,471			130,070			100,851			73,384			44,677		40,116		-
Two years later		161,613			174,867			164,318			186,193			203,605			209,525			164,255			114,246			83,230		-		-
Three years later		208,168			216,966			218,819			232,883			255,996			266,483			201,346			151,840			-		-		-
Four years later		232,726			246,819			255,134			264,517			299,681			295,268			233,898			-			-		-		-
Five years later		250,312			269,425			274,819			295,997			320,629			322,191			-			-			-		-		-
Six years later		263,645			282,598			297,354			314,281			341,543			-			-			-			-		-		-
Seven years later		274,249			300,814			311,963			331,385			-			-			-			-			-		-		-
Eight years later		289,614			314,322			327,141			-			-			-			-			-			-		-		-
Nine years later		298,449			326,805			-			-			-			-			-			-			-		-		-
Ten years later		309,945			-			-			-			-			-			-			-			-		-		-

Reserved Re-estimated as of:
One year later		354,776			357,733			339,602			383,264			433,222			454,510			471,029			447,524			388,859		326,386
Two years later		342,164			361,306			371,431			432,714			454,926			523,624			480,713			456,171			368,756		-
Three years later		346,578			369,598			429,160			437,712			517,361			500,566			521,319			435,549			-		-
Four years later		349,810			398,899			413,476			480,200			543,554			571,045			502,922			-			-		-
Five years later		376,142			398,184			443,696			524,548			558,765			569,104			-			-			-		-
Six years later		369,320			428,031			477,975			520,675			559,873			-			-			-			-		-
Seven years later		396,197			450,728			485,228			527,187			-			-			-			-			-		-
Eight years later		423,928			461,082			496,484			-			-			-			-			-			-		-
Nine years later		418,177			469,869			-			-			-			-			-			-			-		-
Ten years later		417,435			-			-			-			-			-			-			-			-		-
Cumulative Redundancy (Deficiency)	$	(84,761	)	$	(85,053	)	$	(151,736	)	$	(192,329	)	$	(177,222	)	$	(120,117	)	$	(103,475	)	$	(19,290	)	$	12,119	$	20,542
Retro Premium Recoverable		1,582			3,037			(1,879	)		6,797			5,613			21,756			7,036			374			2,233		-
Re-estimated Reserve: Amount (Cumulative)	$	(83,179	)	$	(82,016	)	$	(153,615	)	$	(185,532	)	$	(171,609	)	$	(98,361	)	$	(96,439	)	$	(18,916	)	$	14,352	$	20,542

	Year Ended December 31,
	2006		2005		2004
	(In thousands)
Balance at January 1	$	346,928	$	380,875	$	416,259
Less: reinsurance recoverable		181,388		189,472		177,635
Net balance at January 1		165,540		191,403		238,624
Incurred related to:
Current year		6,006		6,429		17,960
Prior years		15,895		16,161		21,773
Total incurred		21,901		22,590		39,733
Paid related to:
Current year		3,492		3,774		13,570
Prior years		40,116		44,679		73,384
Total paid		43,608		48,453		86,954
Net balance at December 31		143,833		165,540		191,403
Plus: reinsurance recoverable		144,950		181,388		189,472
Balance at December 31	$	288,783	$	346,928	$	380,875

	Moving & Storage		RepWest (a)		Oxford (a)		SAC Holding II
Cash & cash equivalents	$	64,306	$	4,228	$	6,738	$	-
Other financial assets		363,373		396,337		633,526		5
Debt obligations (b)		1,181,165		-		-		74,887

(a) As of December 31, 2006
(b) Payable to third parties

Real estate loan (revolving credit)	$	200.0
Construction loan (revolving credit)		40.0
Working capital loan (revolving credit)		20.0
Fleet loan (revolving credit)		100.0
	$	360.0

				Payment due by Period (as of March 31, 2007)
Contractual Obligations	Total			Prior to 03/31/08		04/01/08 03/31/10		04/01/10 03/31/12		April 1, 2012 and Thereafter
	(In thousands)
Notes and loans payable - Principal	$	1,181,165		$	92,335	$	146,477	$	118,175	$	824,178
Notes and loans payable - Interest		473,513			71,259		125,812		110,624		165,818
Revolving credit agreement - Principal		-			-		-		-		-
Revolving credit agreement - Interest		-			-		-		-		-
AMERCO's operating leases		413,199			108,614		170,701		97,080		36,804
SAC Holding II Corporation notes and loans*		149,975			1,440		3,282		3,833		141,420
Elimination of SAC Holding II obligations to AMERCO		(75,088	)		-		-		-		(75,088	)
Total contractual obligations	$	2,142,764		$	273,648	$	446,272	$	329,712	$	1,093,132

	Quarter Ended
	March 31, 2007			December 31, 2006 (a)			September 30, 2006 (a), (b)		June 30, 2006 (a)
	(In thousands, except for share and per share data)
Total revenues	$	445,197		$	466,838		$	606,535	$	567,027
Earnings (loss) from operations		(8,774	)		8,146			126,133		110,043
Net earnings (loss)		(15,660	)		(9,551	)		60,418		55,346
Earnings (loss) available to common shareholders		(18,900	)		(12,792	)		57,177		52,105
Weighted average common shares outstanding: basic and diluted		20,682,087			20,922,433			20,910,204		20,897,688
Earnings (loss) per common share Basic and diluted	$	(0.89	)	$	(0.61	)	$	2.73	$	2.49

	Quarter Ended
	March 31, 2006			December 31, 2005		September 30, 2005		June 30, 2005 (c)
	(In thousands, except for share and per share data)
Total revenues	$	445,982		$	495,670	$	605,516	$	559,458
Earnings from operations		19,164			45,419		128,238		112,560
Net earnings		1,800			15,170		69,122		35,062
Earnings (loss) available to common shareholders		(1,440	)		11,929		65,881		31,821
Weighted average common shares outstanding: basic and diluted		20,887,258			20,865,684		20,848,620		20,836,458
Earnings (loss) per common share Basic and diluted	$	(0.07	)	$	0.57	$	3.16	$	1.53

		Page No.
1.	Financial Statements:
	Report of Independent Registered Public Accounting Firm	F-1
	Independent Auditors' Report	F-2
	Consolidated Balance Sheets - March 31, 2007 and 2006	F-3
	Consolidated Statements of Operations - Years Ended March 31, 2007, 2006, and 2005	F-4
	Consolidated Statements of Changes in Stockholders' Equity - Years Ended March 31, 2007, 2006, and 2005	F-5
	Consolidated Statements of Comprehensive Income (Loss) - Years Ended March 31, 2007, 2006 and 2005	F-6
	Consolidated Statement of Cash Flows - Years Ended March 31, 2007, 2006 and 2005	F-7
	Notes to Consolidated Financial Statements	F-8 - F-58
2.	Additional Information:
	Notes to Summary of Earnings of Independent Rental Fleets	F-59 - F-60
3.	Financial Statement Schedules required to be filed by Item 8 and Paragraph (d) of this Item 15:
	Condensed Financial Information of AMERCO - Schedule 1	F-61 - F-64
	Valuation and Qualifying Accounts - Schedule II	F-65
	Supplemental Information (For Property-Casualty Insurance Underwriters) - Schedule V	F-66

Exhibit Number	Description	Page or Method of Filing
2.1	Joint Plan of Reorganization of AMERCO and AMERCO Real Estate Company	Incorporated by reference to AMERCO’s Current Report on Form 8-K filed October 20, 2003, file no. 1-11255
2.2	Disclosure Statement Concerning the Debtors’ Joint Plan of Reorganization	Incorporated by reference to AMERCO’s Current Report on Form 8-K filed October 20, 2003, file no. 1-11255
2.3	Amended Joint Plan of Reorganization of AMERCO and AMERCO Real Estate Company	Incorporated by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2003, file no. 1-11255
3.1	Restated Articles of Incorporation of AMERCO	Incorporated by reference to AMERCO’s Registration Statement on form S-4 filed March 30, 2004, file no. 1-11255
3.2	Restated By-Laws of AMERCO	Incorporated by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter ended September 30, 1996, file no. 1-11255
3.3	Restated Articles of Incorporation of U-Haul International, Inc.	Incorporated by reference to AMERCO’s Annual Report on Form 10-K for the year ended March 31, 2003, file no. 1-11255

3.4	Bylaws of U-Haul International, Inc.	Incorporated by reference to AMERCO’s Annual Report on Form 10-K for the year ended March 31, 2003, file no. 1-11255
4.3	Indenture dated as of March 15, 2004, among SAC Holding Corporation and SAC Holding II Corporation and Law Debenture Trust Company of New York	Incorporated by reference to AMERCO’s Current Report on Form 8-K filed on March 26, 2004, file no. 1-11255
4.4	Rights Agreement, dated as of August 7, 1998	Incorporated by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter ended June 30, 1998, file no. 1-11255
10.1*	AMERCO Employee Savings, Profit Sharing and Employee Stock Ownership Plan	Incorporated by reference to AMERCO’s Annual Report on Form 10-K for the year ended March 31, 1993, file no. 1-11255
10.1A*	First Amendment to the AMERCO Employee Savings, Profit Sharing and Employee Stock Ownership Plan	Incorporated by reference to AMERCO’s Annual Report on Form 10-K for the year ended March 31, 2000, file no. 1-11255
10.3	SAC Participation and Subordination Agreement, dated as of March 15, 2004 among SAC Holding Corporation, SAC Holding II Corporation, AMERCO, U-Haul International, Inc., and Law Debenture Trust Company of New York	Incorporated by reference to AMERCO’s Current Report on Form 8-K filed on March 26, 2004, file no. 1-11255
10.5	U-Haul Dealership Contract	Incorporated by reference to AMERCO’s Annual Report on Form 10-K for the year end March 31, 1993, file no. 1-11255
10.6	Share Repurchase and Registration Rights Agreement with Paul F. Shoen	Incorporated by reference to AMERCO’s Annual Report on Form 10-K for the year ended March 31, 1993, file no. 1-11255
10.7	ESOP Loan Credit Agreement	Incorporated by reference to AMERCO’s Annual Report on Form 10-K for the year ended March 31, 1990, file no. 1-11255
10.8	ESOP Loan Agreement	Incorporated by reference to AMERCO’s Annual Report on Form 10-K for the year ended March 31, 1990, file no. 1-11255
10.9	Trust Agreement for the AMERCO Employee Savings, Profit Sharing and Employee Stock Ownership Plan	Incorporated by reference to AMERCO’s Annual Report on Form 10-K for the year ended March 31, 1990, file no. 1-11255
10.10	Amended Indemnification Agreement	Incorporated by reference to AMERCO’s Annual Report on Form 10-K for the year ended March 31, 1990, file no. 1-11255
10.11	Indemnification Trust Agreement	Incorporated by reference to AMERCO’s Annual Report on Form 10-K for the year ended March 31, 1990, file no. 1-11255
10.13	Management Agreement between Four SAC Self-Storage Corporation and subsidiaries of AMERCO	Incorporated by reference to AMERCO’s Annual Report on Form 10-K for the year ended March 31, 1997, file no. 1-11255
10.17	Management Agreement between Five SAC Self-Storage Corporation and subsidiaries of AMERCO	Incorporated by reference to AMERCO’s Annual Report on Form 10-K for the year ended March 31, 1999, file no. 1-11255

	Year Ended March 31,
	2007			2006			2005			2004			2003
	(In thousands)
Summary of Operations:
Self-moving equipment rentals	$	1,476,579		$	1,503,569		$	1,437,895		$	1,380,991		$	1,293,686
Self-storage revenues		104,725			99,060			94,431			118,335			109,985
Self-moving and self-storage products and service sales		208,677			207,119			191,078			182,327			174,853
Property management fees		23,951			23,988			14,434			12,974			12,431
Net investment and interest income		29,294			24,894			22,030			21,504			29,358
Other revenue		31,403			39,303			27,489			35,580			18,378
Total revenues		1,874,629			1,897,933			1,787,357			1,751,711			1,638,691

Operating expenses		1,085,619			1,085,602			1,100,737			1,062,695			1,029,774
Commission expenses		186,233			189,599			181,315			176,165			166,334
Cost of sales		110,163			105,872			98,877			87,430			93,735
Lease expense		149,649			143,344			151,937			159,869			165,020
Depreciation, net of (gains) losses on disposal		180,560			131,803			114,038			125,093			112,815
Total costs and expenses		1,712,224			1,656,220			1,646,904			1,611,252			1,567,678

Earnings from operations		162,405			241,713			140,453			140,459			71,013
Interest income (expense)		(114,051	)		(14,383	)		15,687			8,560			(9,991	)
Fees and amortization on early extinguishment of debt		(302	)		-			-			-			-
Pretax earnings		48,052			227,330			156,140			149,019			61,022
Income tax expense		(17,948	)		(87,910	)		(59,160	)		(52,992	)		(21,211	)
Net earnings	$	30,104		$	139,420		$	96,980		$	96,027		$	39,811
Balance Sheet Data:
Property, plant and equipment, net	$	1,231,932		$	913,871		$	796,361		$	875,729		$	736,499
Total assets		1,729,904			1,505,813			1,516,286			1,452,361			1,235,497
Capital leases		-			-			-			99,607			14,793
Notes and loans payable		406,458			212,133			-			-			-
Stockholders' equity (deficit) (a)		(336,705	)		(354,481	)		701,198			601,514			499,380

(a) Fiscal 2006 includes a non-cash dividend to AMERCO in the amount of $1,200,000,000.

	Year Ended March 31,
	2007			2006
	(In thousands, except occupancy rate)
Room count as of March 31		127			123
Square footage as of March 31		10,062			9,592
Average number of rooms occupied		108			107
Average occupancy rate based on room count		86.6	%		87.9	%
Average square footage occupied		8,653			8,516

	Year Ended March 31,
	2006			2005
	(In thousands, except occupancy rate)
Room count as of March 31		123			127
Square footage as of March 31		9,592			10,003
Average number of rooms occupied		107			108
Average occupancy rate based on room count		87.9	%		82.4	%
Average square footage occupied		8,516			8,514

10.18	Management Agreement between Eight SAC Self-Storage Corporation and subsidiaries of AMERCO	Incorporated by reference to AMERCO’s Annual Report on Form 10-K for the year ended March 31, 1999, file no. 1-11255
10.19	Management Agreement between Nine SAC Self-Storage Corporation and subsidiaries of AMERCO	Incorporated by reference to AMERCO’s Annual Report on Form 10-K for the year ended March 31, 1999, file no. 1-11255
10.20	Management Agreement between Ten SAC Self-Storage Corporation and subsidiaries of AMERCO	Incorporated by reference to AMERCO’s Annual Report on Form 10-K for the year ended March 31, 1999, file no. 1-11255
10.21	Management Agreement between Six-A SAC Self-Storage Corporation and subsidiaries of AMERCO	Incorporated by reference to AMERCO’s Annual Report on Form 10-K for the year ended March 31, 2000, file no. 1-11255
10.22	Management Agreement between Six-B SAC Self-Storage Corporation and subsidiaries of AMERCO	Incorporated by reference to AMERCO’s Annual Report on Form 10-K for the year ended March 31, 2000, file no. 1-11255
10.23	Management Agreement between Six-C SAC Self-Storage Corporation and subsidiaries of AMERCO	Incorporated by reference to AMERCO’s Annual Report on Form 10-K for the year ended March 31, 2000, file no. 1-11255
10.24	Management Agreement between Eleven SAC Self-Storage Corporation and subsidiaries of AMERCO	Incorporated by reference to AMERCO’s Annual Report on Form 10-K for the year ended March 31, 2000, file no. 1-11255
10.25	Management Agreement between Twelve SAC Self-Storage Corporation and subsidiaries of AMERCO	Incorporated by reference to AMERCO’s Form S-4 Registration Statement, no. 333-114042
10.26	Management Agreement between Thirteen SAC Self-Storage Corporation and subsidiaries of AMERCO	Incorporated by reference to AMERCO’s Form S-4 Registration Statement, no. 333-114042
10.27	Management Agreement between Fourteen SAC Self-Storage Corporation and subsidiaries of AMERCO	Incorporated by reference to AMERCO’s Form S-4 Registration Statement, no. 333-114042
10.28	Management Agreement between Fifteen SAC Self-Storage Corporation and subsidiaries of AMERCO	Incorporated by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2000, file no. 1-11255
10.29	Management Agreement between Sixteen SAC Self-Storage Corporation and subsidiaries of AMERCO	Incorporated by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2000, file no. 1-11255
10.30	Management Agreement between Seventeen SAC Self-Storage Corporation and subsidiaries of AMERCO	Incorporated by reference to AMERCO’s Annual Report on Form 10-K for the year ended March 31, 2001, file no. 1-11255
10.31	Management Agreement between Eighteen SAC Self-Storage Corporation and U-Haul	Incorporated by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2002, file no. 1-11255
10.32	Management Agreement between Nineteen SAC Self-Storage Limited Partnership and U-Haul	Incorporated by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2002, file no. 1-11255

10.33	Management Agreement between Twenty SAC Self-Storage Corporation and U-Haul	Incorporated by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2002, file no. 1-11255
10.34	Management Agreement between Twenty-One SAC Self-Storage Corporation and U-Haul	Incorporated by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2002, file no. 1-11255
10.35	Management Agreement between Twenty-Two SAC Self-Storage Corporation and U-Haul	Incorporated by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2002, file no. 1-11255
10.36	Management Agreement between Twenty-Three SAC Self-Storage Corporation and U-Haul	Incorporated by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2002, file no. 1-11255
10.37	Management Agreement between Twenty-Four SAC Self-Storage Limited Partnership and U-Haul	Incorporated by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2002, file no. 1-11255
10.38	Management Agreement between Twenty-Five SAC Self-Storage Limited Partnership and U-Haul	Incorporated by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2002, file no. 1-11255
10.39	Management Agreement between Twenty-Six SAC Self-Storage Limited Partnership and U-Haul	Incorporated by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2002, file no. 1-11255
10.40	Management Agreement between Twenty-Seven SAC Self-Storage Limited Partnership and U-Haul	Incorporated by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2002, file no. 1-11255
10.42	Promissory Note between SAC Holding Corporation and Oxford Life Insurance Company	Incorporated by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2002, file no. 1-11255
10.42A	Amendment and Addendum to Promissory Note between SAC Holding Corporation and Oxford Life Insurance Company	Incorporated by reference to AMERCO’s Form S-4 Registration Statement, no. 373-114042
10.45	Fixed Rate Note between SAC Holding Corporation and U-Haul International, Inc.	Incorporated by reference to AMERCO’s Form S-4 Registration Statement, no. 333-114042
10.46	Promissory Note between SAC Holding Corporation and U-Haul International, Inc.	Incorporated by reference to AMERCO’s Form S-4 Registration Statement, no. 333-114042
10.47	Amended and Restated Promissory Note between SAC Holding Corporation and U-Haul International, Inc. (in an aggregate principal amount up to $21,000,000)	Incorporated by reference to AMERCO’s Form S-4 Registration Statement, no. 333-114042
10.48	Amended and Restated Promissory Note between SAC Holding Corporation and U-Haul International, Inc. (in an aggregate principal amount up to $47,500,000)	Incorporated by reference to AMERCO’s Form S-4 Registration Statement, no. 333-114042
10.49	Amended and Restated Promissory Note between SAC Holding Corporation and U-Haul International, Inc. (in an aggregate principal amount up to $76,000,000)	Incorporated by reference to AMERCO’s Form S-4 Registration Statement, no. 333-114042

10.50	Property Management Agreement	Incorporated by reference to AMERCO’s Annual Report on Form 10-K for the year ended March 31, 2004, file no. 1-11255
10.51	Property Management Agreements among Three-A through Three-D SAC Self-Storage Limited Partnership and the subsidiaries of U-Haul International, Inc.	Incorporated by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2004, file no. 1-11255
10.52	U-Haul Dealership Contract between U-Haul Leasing & Sales Co., and U-Haul Moving Partners, Inc.	Incorporated by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2004, file no. 1-11255
10.53	Property Management Agreement between Mercury Partners, LP, Mercury 99, LLC and U-Haul Self-Storage Management (WPC), Inc.	Incorporated by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2004, file no. 1-11255
10.54	Property Management Agreement between Three-SAC Self-Storage Corporation and U-Haul Co. (Canada), Ltd.	Incorporated by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2004, file no. 1-11255
10.56	Property Management Agreement among subsidiaries of U-Haul International and Galaxy Storage Two, L.P.	Incorporated by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2004, file no. 1-11255
10.58	Merrill Lynch Commitment Letter (re first mortgage loan)	Incorporated by reference to AMERCO’s Current Report on Form 8-K, filed on May 13, 2005, file no. 1-11255
10.59	Notice of Early Termination (re Wells Fargo Loan and Security Agreement)	Incorporated by reference to AMERCO’s Current Report on Form 8-K, filed on May 13, 2005, file no. 1-11255
10.60	Notice of Redemption (re 9% Senior Secured Notes due 2009)	Incorporated by reference to AMERCO’s Current Report on Form 8-K, filed on May 13, 2005, file no. 1-11255
10.61	Morgan Stanley Commitment Letter	Incorporated by reference to AMERCO’s Current Report on Form 8-K, filed on May 13, 2005, file no. 1-11255
10.62	Merrill Lynch Commitment Letter (re loan to Amerco Real Estate Company)	Incorporated by reference to AMERCO’s Current Report on Form 8-K, filed on May 13, 2005, file no. 1-11255
10.63	Notice of Redemption (re 12% Senior Subordinated Notes due 2011)	Incorporated by reference to AMERCO’s Current Report on Form 8-K, filed on May 13, 2005, file no. 1-11255
10.64	Refinance Closing Docs	Incorporated by reference to AMERCO’s Current Report on Form 8-K, filed June 14, 2005, file no. 1-11255
10.65	Amended and Restated Credit Agreement, dated June 8, 2005, among Amerco Real Estate Company, Amerco Real Estate Company of Texas, Inc., Amerco Real Estate Company of Alabama Inc., U-Haul Co. of Florida, Inc., U-Haul International, Inc. and Merrill Lynch Commercial Finance Corp.	Incorporated by reference to AMERCO’s Current Report on Form 8-K, filed June 14, 2005, file no. 1-11255
10.66	Security Agreement dated June 8, 2005, by Amerco Real Estate Company, Amerco Real Estate Company of Texas, Inc., Amerco Real Estate Company of Alabama, Inc., U-Haul Co. of Florida, Inc., U-Haul International, Inc. and the Marketing Grantors named therein in favor of Merrill Lynch Commercial Finance Corp.	Incorporated by reference to AMERCO’s Current Report on Form 8-K, filed June 14, 2005, file no. 1-11255

10.67	Guarantee, dated June 8, 2005, by U-Haul International, Inc. in favor of Merrill Lynch Commercial Finance Corp.	Incorporated by reference to AMERCO’s Current Report on Form 8-K, filed June 14, 2005, file no. 1-11255
10.68	Promissory Note, dated June 8, 2005 by Amerco Real Estate Company, Amerco Real Estate Company of Texas, Inc., Amerco Real Estate Company of Alabama, Inc., U-Haul Co. of Florida, Inc. and U-Haul International, Inc.	Incorporated by reference to AMERCO’s Current Report on Form 8-K, filed June 14, 2005, file no. 1-11255
10.69	Form of Mortgage, Security Agreement, Assignment of Rents and Fixture Filing, dated June 8, 2005 in favor of Morgan Stanley Mortgage Capital Inc.	Incorporated by reference to AMERCO’s Current Report on Form 8-K, filed June 14, 2005, file no. 1-11255
10.70	Form of Promissory Note, dated June 8, 2005, in favor of Morgan Stanley Mortgage Capital Inc.	Incorporated by reference to AMERCO’s Current Report on Form 8-K, filed June 14, 2005, file no. 1-11255
10.71	Form of Mortgage, Security Agreement, Assignment of Rents and Fixture Filing, dated June 8, 2005, in favor of Merrill Lynch Mortgage Lending, Inc.	Incorporated by reference to AMERCO’s Current Report on Form 8-K, filed June 14, 2005, file no. 1-11255
10.72	Form of Promissory Note, dated June 8, 2005, in favor of Merrill Lynch Mortgage Lending, Inc.	Incorporated by reference to AMERCO’s Current Report on Form 8-K, filed June 14, 2005, file no. 1-11255
10.75	Credit Agreement, dated June 28, 2005, among U-Haul Leasing & Sales Co., U-Haul Company of Arizona and U-Haul International, Inc. and Merrill Lynch Commercial Finance Corporation.	Incorporated by reference to AMERCO’s Current Report on Form 8-K, filed July 6, 2005, file no. 1-11255
10.76	Security Agreement, dated June 28, 2005, among U-Haul Leasing & Sales Co., U-Haul Company of Arizona and U-Haul International, Inc. in favor of Merrill Lynch Commercial Finance Corporation.	Incorporated by reference to AMERCO’s Current Report on Form 8-K, filed July 6, 2005, file no. 1-11255
10.77	Guarantee, dated June 28, 2005, made by U-Haul International, Inc. in favor of Merrill Lynch Commercial Finance Corporation.	Incorporated by reference to AMERCO’s Current Report on Form 8-K, filed July 6, 2005, file no. 1-11255
10.78	Property Management Agreement between Subsidiaries of U-Haul and Five SAC RW MS, LLC., dated August 17, 2005.	Incorporated by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2005, file no. 1-11255
10.79	Credit agreement, dated November 10, 2005, among U-Haul Leasing & Sales Co., U-Haul Company of Arizona and U-Haul International, Inc. and Merrill Lynch Commercial Finance Corporation.	Incorporated by reference to AMERCO’s Current Report on Form 8-K, filed November 17, 2005, file no. 1-11255
10.80	Property Management Agreement between Subsidiaries of U-Haul and Five SAC 905, LLC., dated September 23, 2005.	Incorporated by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2005, file no. 1-11255
10.81	Property Management Agreements between Subsidiaries of U-Haul and subsidiaries of PM Partners, LP, dated June 25, 2005.	Incorporated by reference to AMERCO’s Annual Report on Form 10-K for the year ended March 31, 2006, file no. 1-11255
10.82	Promissory note, dated December 1, 2005, by Private Mini Storage Realty, LP in favor of AMERCO.	Incorporated by reference to AMERCO’s Annual Report on Form 10-K for the year ended March 31, 2006, file no. 1-11255

10.83	Promissory note dated December 1, 2005 by PMSI Investments, LP in favor of U-Haul International, Inc.	Incorporated by reference to AMERCO’s Annual Report on Form 10-K for the year ended March 31, 2006, file no. 1-11255
10.84	Property Management Agreements between Subsidiaries of U-Haul and subsidiaries of PM Preferred Properties, LP., dated June 25, 2005	Incorporated by reference to AMERCO’s Annual Report on Form 10-K for the year ended March 31, 2006, file no. 1-11255
10.85	Credit Agreement executed June 7, 2006, among U-Haul Leasing & Sales Co., U-Haul Co. of Arizona and U-Haul International, Inc. and BTMU Capital Corporation.	Incorporated by reference to AMERCO’s Annual Report on Form 10-K for the year ended March 31, 2006, file no. 1-11255
10.86	Security and Collateral Agreement executed June 7, 2006, by U-Haul International, Inc., U-Haul Leasing and Sales Co., U-Haul Co. of Arizona, BTMU Capital Corporation, and Orange Truck Trust 2006	Incorporated by reference to AMERCO’s Annual Report on Form 10-K for the year ended March 31, 2006, file no. 1-11255
10.87	Guarantee executed June 7, 2006, made by U-Haul International, Inc. and AMERCO in favor of BTMU Capital Corp. and Orange Truck Trust 2006.	Incorporated by reference to AMERCO’s Annual Report on Form 10-K for the year ended March 31, 2006, file no. 1-11255
10.88	First Amendment to Security Agreement (Aged Truck Revolving Loan Facility) executed June 7, 2006, among U-Haul Leasing and Sales Co., U-Haul Co. of Arizona, and U-Haul International, Inc., in favor of Merrill Lynch Commercial Finance Corp.	Incorporated by reference to AMERCO’s Annual Report on Form 10-K for the year ended March 31, 2006, file no. 1-11255
10.89	First Amendment to Security Agreement (New Truck Term Loan Facility) executed June 7, 2006, among U-Haul Leasing and Sales Co., U-Haul Co. of Arizona, and U-Haul International, Inc., in favor of Merrill Lynch Commercial Finance Corp.	Incorporated by reference to AMERCO’s Annual Report on Form 10-K for the year ended March 31, 2006, file no. 1-11255
10.90	Credit Agreement dated June 6, 2006, among U-Haul Leasing and Sales Co., U-Haul Co. of Arizona, and U-Haul International, Inc., and HVB	Incorporated by reference to AMERCO’s Annual Report on Form 10-K for the year ended March 31, 2006, file no. 1-11255
10.91	Security Agreement dated June 6, 2006, among U-Haul Leasing and Sales Co., U-Haul Co. of Arizona, and U-Haul International, Inc. in favor of HVB	Incorporated by reference to AMERCO’s Annual Report on Form 10-K for the year ended March 31, 2006, file no. 1-11255
10.92	Guarantee dated June 6, 2006, made by U-Haul International, Inc. in favor of HVB	Incorporated by reference to AMERCO’s Annual Report on Form 10-K for the year ended March 31, 2006, file no. 1-11255
10.93	Stockholder Agreement dated June 30, 2006 between Edward J. Shoen, James P. Shoen, Mark V. Shoen, Rosmarie T. Donovan, as Trustee, and Southwest Fiduciary, Inc., as Trustee	Incorporated by reference to Exhibit 99.2, filed with the Schedule 13-D, filed on July 13, 2006, file number 5-39669

10.94	Amendment No. 1 to the Amended and Restated Credit Agreement and Security Agreement, dated as of August 18, 2006, to the Amended and Restated Credit Agreement, dated as of June 8, 2005, among Amerco Real Estate Company of Texas, Inc., Amerco Real Estate Company of Alabama, Inc., U-Haul Co. of Florida, Inc., U-Haul International, Inc. and the Marketing Grantors named therein in favor of Merrill Lynch Commercial Financial Corp.	Incorporated by reference to AMERCO’s Current Report on Form 8-K filed August 23, 2006, file no. 1-11255
10.95	Stockholder Agreement dated March 9, 2007 between Edward J. Shoen, James P. Shoen, Mark V. Shoen, Rosmarie T. Donovan, as Trustee, and Adagio Trust Company, as Trustee	Incorporated by reference to Exhibit 99.2, filed with the Schedule 13-D, filed on March 9, 2007, file number 5-39669
10.96	Amended and Restated Credit Agreement, dated as of March 12, 2007, to the Credit Agreement, dated as of June 28, 2005, among U-Haul Leasing & Sales Co., U-Haul Company of Arizona and U-Haul International, Inc. and Merrill Lynch Commercial Finance Corporation.	Filed herewith
10.97	Amended and Restated Security Agreement, dated as of March 12, 2007, to the Security Agreement, dated June 28, 2005, among U-Haul Leasing & Sales Co., U-Haul Company of Arizona and U-Haul International, Inc. in favor of Merrill Lynch Commercial Finance Corporation.	Filed herewith
10.98	2007-1 BOX TRUCK BASE INDENTURE, dated as of June 1, 2007, 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, the “Trustee”).	Filed herewith
10.99	SCHEDULE I TO 2007-1 BOX TRUCK BASE INDENTURE, dated as of June 1, 2007.	Filed herewith

10.100	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”).	Filed herewith
10.101	CARGO VAN/PICK-UP TRUCK BASE INDENTURE, dated as of June 1, 2007, among U-HAUL S FLEET, LLC, a special purpose limited liability company established under the laws of Nevada, 2007 BE-1, LLC, a special purpose limited liability company established under the laws of Nevada, and 2007 BP-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, the “Trustee”).	Filed herewith
10.102	SCHEDULE I TO CARGO VAN/PICK-UP TRUCK BASE INDENTURE, dated as of June 1, 2007.	Filed herewith

10.103	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 BE-1, LLC, a special purpose limited liability company established under the laws of Nevada, and 2007 BP-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 Base Indenture referred to below, the “Trustee”) and securities intermediary, to the Cargo Van/Pick-Up 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 “Base Indenture”).	Filed herewith
14	Code of Ethics	Incorporated by reference to AMERCO’s Current Report on Form 8-K, filed on May 5, 2004, file no. 1-11255
21	Subsidiaries of AMERCO	Filed herewith
23.1	Consent of BDO Seidman, LLP	Filed herewith
23.2	Consent of Semple, Marchal & Cooper (re: SAC Holding II)	Filed herewith
24	Power of Attorney	See signature page
31.1	Rule 13a-14(a)/15d-14(a) Certification of Edward J. Shoen, President and Chairman of the Board of AMERCO and U-Haul International, Inc.	Filed herewith
31.2	Rule 13a-14(a)/15d-14(a) Certification of Jason A. Berg, Chief Accounting Officer of AMERCO	Filed herewith
31.3	Rule 13a-14(a)/15d-14(a) Certification of Robert T. Peterson, Chief Financial Officer of U-Haul International, Inc.	Filed herewith
32.1	Certification of Edward J. Shoen, President and Chairman of the Board of AMERCO and U-Haul International, Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Furnished herewith
32.2	Certification of Jason A. Berg, Chief Accounting Officer of AMERCO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Furnished herewith
32.3	Certification of Robert T. Peterson, Chief Financial Officer of U-Haul International, Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Furnished herewith

	March 31,
	2007			2006
	(In thousands)
ASSETS
Cash and cash equivalents	$	75,272		$	155,459
Reinsurance recoverables and trade receivables, net		184,617			230,179
Notes and mortgage receivables, net		1,669			2,532
Inventories, net		67,023			64,919
Prepaid expenses		52,080			53,262
Investments, fixed maturities and marketable equities		681,801			695,958
Investments, other		178,699			209,361
Deferred policy acquisition costs, net		44,514			47,821
Other assets		95,123			102,094
Related party assets		245,179			270,468
		1,625,977			1,832,053
Property, plant and equipment, at cost:
Land		202,917			175,785
Buildings and improvements		802,289			739,603
Furniture and equipment		301,751			281,371
Rental trailers and other rental equipment		200,208			201,273
Rental trucks		1,604,123			1,331,891
SAC Holding II - property, plant and equipment		80,349			79,217
		3,191,637			2,809,140
Less: Accumulated depreciation		(1,294,566	)		(1,273,975	)
Total property, plant and equipment		1,897,071			1,535,165
Total assets	$	3,523,048		$	3,367,218
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Accounts payable and accrued expenses	$	251,197		$	235,878
AMERCO's notes and loans payable		1,181,165			965,634
SAC Holding II notes and loans payable, non-recourse to AMERCO		74,887			76,232
Policy benefits and losses, claims and loss expenses payable		768,751			800,413
Liabilities from investment contracts		386,640			449,149
Other policyholders' funds and liabilities		10,563			7,705
Deferred income		16,478			21,346
Deferred income taxes		113,170			108,092
Related party liabilities		2,099			7,165
Total liabilities		2,804,950			2,671,614
Commitments and contingencies (notes 9, 15,16,17 and 19)
Stockholders' equity:
Series preferred stock, with or without par value, 50,000,000 shares authorized:
Series A preferred stock, with no par value, 6,100,000 shares authorized;
6,100,000 shares issued and outstanding as of March 31, 2007 and 2006		-			-
Series B preferred stock, with no par value, 100,000 shares authorized; none
issued and outstanding as of March 31, 2007 and 2006		-			-
Series common stock, with or without par value, 150,000,000 shares authorized:
Series A common stock of $0.25 par value, 10,000,000 shares authorized;
none issued as of March 31, 2007 and 3,716,181 shares issued as of March 31, 2006		-			929
Common stock of $0.25 par value, 150,000,000 shares authorized; 41,985,700
issued as of March 31, 2007 and 38,269,519 issued as of March 31, 2006		10,497			9,568
Additional paid-in capital		375,412			367,655
Accumulated other comprehensive loss		(41,779	)		(28,902	)
Retained earnings		849,300			773,784
Cost of common shares in treasury, net (21,440,387 and 20,701,096 shares as of
March 31, 2007 and 2006)		(467,198	)		(418,092	)
Unearned employee stock ownership plan shares		(8,134	)		(9,338	)
Total stockholders' equity		718,098			695,604
Total liabilities and stockholders' equity	$	3,523,048		$	3,367,218

	Years Ended March 31,
	2007			2006			2005
	(In thousands, except share and per share data)
Revenues:
Self-moving equipment rentals	$	1,476,579		$	1,503,569		$	1,437,895
Self-storage revenues		126,424			119,742			114,155
Self-moving and self-storage products and service sales		224,722			223,721			206,098
Property management fees		21,154			21,195			11,839
Life insurance premiums		120,399			118,833			126,236
Property and casualty insurance premiums		24,335			26,001			24,987
Net investment and interest income		61,093			53,094			56,739
Other revenue		30,891			40,471			30,172
Total revenues		2,085,597			2,106,626			2,008,121
Costs and expenses:
Operating expenses		1,080,897			1,080,990			1,122,197
Commission expenses		177,008			180,101			172,307
Cost of sales		117,648			113,135			105,309
Benefits and losses		118,725			117,160			140,343
Amortization of deferred policy acquisition costs		17,138			24,261			28,512
Lease expense		149,044			142,781			151,354
Depreciation, net of (gains) losses on disposals		189,589			142,817			121,103
Total costs and expenses		1,850,049			1,801,245			1,841,125
Earnings from operations		235,548			305,381			166,996
Interest expense		(82,756	)		(69,481	)		(73,205	)
Fees and amortization on early extinguishment of debt		(6,969	)		(35,627	)		-
Litigation settlement, net of costs, fees and expenses		-			-			51,341
Pretax earnings		145,823			200,273			145,132
Income tax expense		(55,270	)		(79,119	)		(55,708	)
Net earnings		90,553			121,154			89,424
Less: Preferred stock dividends		(12,963	)		(12,963	)		(12,963	)
Earnings available to common shareholders	$	77,590		$	108,191		$	76,461
Basic and diluted earnings per common share	$	3.72		$	5.19		$	3.68
Weighted average common shares outstanding: Basic and diluted		20,838,570			20,857,108			20,804,773

Description	Series A Common Stock, $0.25 Par Value			Common Stock, $0.25 Par Value		Additional Paid-In Capital		Accumulated Other Comprehensive Income (Loss)			Retained Earnings			Less: Treasury Stock			Less: Unearned Employee Stock Ownership Plan Shares			Total Stockholders' Equity
	(In thousands)
Balance as of March 31, 2004	$	1,416		$	9,081	$	349,732	$	(15,397	)	$	589,132		$	(418,092	)	$	(12,026	)	$	503,846
Increase in market value of released ESOP shares and release of unearned ESOP shares		-			-		612		-			-			-			1,135			1,747
Foreign currency translation		-			-		-		1,569			-			-			-			1,569
Unrealized loss on investments		-			-		-		(10,831	)		-			-			-			(10,831	)
Fair market value of cash flow hedge		-			-		-		47			-			-			-			47
Net earnings		-			-		-		-			89,424			-			-			89,424
Preferred stock dividends: Series A ($2.13 per share for fiscal 2005)		-			-		-		-			(12,963	)		-			-			(12,963	)
Exchange of shares		(487	)		487		-		-			-			-			-			-
Net activity		(487	)		487		612		(9,215	)		76,461			-			1,135			68,993
Balance as of March 31, 2005	$	929		$	9,568	$	350,344	$	(24,612	)	$	665,593		$	(418,092	)	$	(10,891	)	$	572,839
Increase in market value of released ESOP shares and release of unearned ESOP shares		-			-		2,955		-			-			-			1,553			4,508
Foreign currency translation		-			-		-		(903	)		-			-			-			(903	)
Unrealized loss on investments		-			-		-		(7,968	)		-			-			-			(7,968	)
Fair market value of cash flow hedge		-			-		-		4,581			-			-			-			4,581
Net earnings		-			-		-		-			121,154			-			-			121,154
Preferred stock dividends: Series A ($2.13 per share for fiscal 2006)		-			-		-		-			(12,963	)		-			-			(12,963	)
Contribution from related party		-			-		14,356		-			-			-			-			14,356
Net activity		-			-		17,311		(4,290	)		108,191			-			1,553			122,765
Balance as of March 31, 2006	$	929		$	9,568	$	367,655	$	(28,902	)	$	773,784		$	(418,092	)	$	(9,338	)	$	695,604
Adoption of SAB 108		-			-		-		-			(1,926	)		-			-			(1,926	)
Adjustment to initially apply FASB Statement No. 158		-			-		-		(153	)		(148	)		-			-			(301	)
Increase in market value of released ESOP shares and release of unearned ESOP shares		-			-		3,265		-			-			-			1,204			4,469
Foreign currency translation		-			-		-		(1,919	)		-			-			-			(1,919	)
Unrealized loss on investments		-			-		-		(1,072	)		-			-			-			(1,072	)
Fair market value of cash flow hedge		-			-		-		(9,733	)		-			-			-			(9,733	)
Net earnings		-			-		-		-			90,553			-			-			90,553
Preferred stock dividends: Series A ($2.13 per share for fiscal 2007)		-			-		-		-			(12,963	)		-			-			(12,963	)
Exchange of shares		(929	)		929		-		-			-			-			-			-
Treasury stock		-			-		-		-			-			(49,106	)		-			(49,106	)
Contribution from related party		-			-		4,492		-			-			-			-			4,492
Net activity		(929	)		929		7,757		(12,877	)		75,516			(49,106	)		1,204			22,494
Balance as of March 31, 2007	$	-		$	10,497	$	375,412	$	(41,779	)	$	849,300		$	(467,198	)	$	(8,134	)	$	718,098

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Market Value

U.S. treasury securities and government obligations	$	613	$	107	$	-	$	720
Mortgage-backed securities		409		6		-		415
	$	1,022	$	113	$	-	$	1,135

	December 31, 2005

	Amortized Cost		Estimated Market Value
	(In thousands)
Due in one year or less	$	169	$	172
Due after one year through five years		203		228
Due after five years through ten years		167		210
After ten years		74		110
		613		720
Mortgage backed securities		409		415
	$	1,022	$	1,135

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses More than 12 Months			Gross Unrealized Losses Less than 12 Months			Estimated Market Value
	(In thousands)
U.S. treasury securities and government obligations	$	159,490	$	975	$	(2,353	)	$	(81	)	$	158,031
U.S. government agency mortgage-backed securities		101,354		442		(578	)		(207	)		101,011
Obligations of states and political subdivisions		2,027		11		(33	)		-			2,005
Corporate securities		385,723		5,588		(3,464	)		(732	)		387,115
Mortgage-backed securities		16,149		50		(233	)		(13	)		15,953
Redeemable preferred stocks		17,331		272		-			(2	)		17,601
Common stocks		112		-		(27	)		-			85
	$	682,186	$	7,338	$	(6,688	)	$	(1,035	)	$	681,801

	December 31, 2006				December 31, 2005
	Amortized Cost		Estimated Market Value		Amortized Cost		Estimated Market Value
	(In thousands)
Due in one year or less	$	57,304	$	57,183	$	58,593	$	58,466
Due after one year through five years		227,023		225,926		216,188		216,119
Due after five years through ten years		166,473		165,477		154,656		154,490
After ten years		197,794		199,576		131,344		135,147
		648,594		648,162		560,781		564,222
Mortgage backed securities		16,149		15,953		112,432		111,581
Redeemable preferred stocks		17,331		17,601		18,531		19,048
Equity securities		112		85		184		85
	$	682,186	$	681,801	$	691,928	$	694,936

						March 31,
	2007 Rate (a)			Maturities		2007		2006
						(In thousands)
Real estate loan (amortizing term)		6.93	%		2018	$	295,000	$	242,585
Real estate loan (revolving credit)		-			2018		-		-
Senior mortgages		5.47% - 5.75	%		2015		521,332		531,309
Mezzanine loan (floating) (b)		-			-		-		19,393
Construction loan (revolving credit)		-			2009		-		-
Working capital loan (revolving credit)		-			2008		-		-
Fleet loans (amortizing term)		6.11% - 7.42	%		2012-2014		364,833		82,347
Fleet loan (revolving credit)		-			2011		-		90,000
Total AMERCO notes and loans payable						$	1,181,165	$	965,634

(a) Interest rate as of March 31, 2007, including the effect of applicable hedging instruments
(b) Paid in full on August 30, 2006

	March 31,
	2008		2009		2010		2011		2012		Thereafter
	(In thousands)
Notes payable, secured	$	92,335	$	83,444	$	63,033	$	45,890	$	72,285	$	824,178

	Revolving Credit Activity
	Year Ended March 31,
	2007		2006		2005
	(In thousands, except interest rates)
Weighted average interest rate during the year	6.76%		5.95%		5.69%
Interest rate at year end	-		6.45%		6.43%
Maximum amount outstanding during the year	$	90,000	$	158,011	$	164,051
Average amount outstanding during the year	$	70,027	$	96,710	$	46,771
Facility fees	$	300	$	-	$	-

	Foreign Currency Translation			Unrealized Gain (Loss) on Investments			Fair Market Value of Cash Flow Hedge			Adjustment to initially apply FASB Statement No. 158			Accumulated Other Comprehensive Income (Loss)
	(In thousands)
Balance at March 31, 2004	$	(34,913	)	$	19,516		$	-		$	-		$	(15,397	)
Foreign currency translation - U-Haul		1,569			-			-			-			1,569
Unrealized loss on investments		-			(10,831	)		-			-			(10,831	)
Change in fair value of cash flow hedge		-			-			47			-			47
Balance at March 31, 2005		(33,344	)		8,685			47			-			(24,612	)
Foreign currency translation - U-Haul		(903	)		-			-			-			(903	)
Unrealized loss on investments		-			(7,968	)		-			-			(7,968	)
Change in fair value of cash flow hedge		-			-			4,581			-			4,581
Balance at March 31, 2006		(34,247	)		717			4,628			-			(28,902	)
Foreign currency translation - U-Haul		(1,919	)		-			-			-			(1,919	)
Unrealized loss on investments		-			(1,072	)		-			-			(1,072	)
Change in fair value of cash flow hedge		-			-			(9,733	)		-			(9,733	)
Adjustment to initially apply FASB Statement No. 158		-			-			-			(153	)		(153	)
Balance at March 31, 2007	$	(36,166	)	$	(355	)	$	(5,105	)	$	(153	)	$	(41,779	)

			Interest Payments
Financing Date	Outstanding as of March 31, 2007		2007		2006		2005
			(In thousands)
June, 1991	$	10,433	$	694	$	1,070	$	1,008
March, 1999		60		5		9		8
February, 2000		419		31		53		54
April, 2001		117		6		10		9