Financial Agreement with Merrill Lynch as of November 10, 2005


    EXECUTION
      COPY

     

     

    CREDIT
      AGREEMENT

     

    dated
      as of

     

    November
      10, 2005

     

    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, Guarantor and Custodian

     

    and

     

    MERRILL
      LYNCH COMMERCIAL FINANCE CORP.,

    as
      Lender

     

    (New
      Truck Term Loan Facility)

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ARTICLE
      I

    Definitions

    Section 1.01. Defined
      Terms, 1

    Section 1.02. Terms
      Generally, 14

    Section 1.03. Accounting
      Terms; GAAP, 14

    


    ARTICLE
      II

    The
      Loans

    Section 2.01. Commitments,
      14

    Section 2.02. The
      Note,
15

    Section 2.03. Making
      the Loans, 15

    Section 2.04. Repayment
      of Loans; Evidence of Debt, 16

    


    ARTICLE
      III

    SECURITY

    Section 3.01. Security
      Interest, 16

    Section 3.02. Release
      of Collateral, 17

    


    ARTICLE
      IV

    SERVICING
      AND MAINTENANCE

    Section 4.01. Servicer/Manager;
      Monthly Settlement Report, 17

    Section 4.02. Custody
      of Vehicle Files, 18

    Section 4.03.Maintenance,
      20

    


    ARTICLE
      V

    FEES,
      INTEREST, ACCOUNTS, PAYMENTS, ETC.

    Section 5.01. Fees
      and
      Expenses, 20

    Section 5.02. Interest
      on the Loans, 20

    Section 5.03. Collections
      and Cash Flows, 21

    Section 5.04. Payments
      to be Made, 22

    Section 5.05. Optional
      Prepayments, 23

    Section 5.06. [Reserved],
      23

    Section 5.07. Illegality;
      Substituted Interest Rate, etc, 23

    Section 5.08. Payments
      of Principal; Mandatory Prepayments, 24

    Section 5.09. Increased
      Costs, 24

    Section 5.10. Taxes,
      25

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ARTICLE
      VI

    REPRESENTATIONS
      AND WARRANTIES

    Section 6.01. Organization;
      Powers, 26

    Section 6.02. Authorization;
      Enforceability, 26

    Section 6.03. Governmental
      Approvals; No Conflicts, 26

    Section 6.04. Financial
      Condition; No Material Adverse Change, 27

    Section 6.05. Properties;
      Liens and Licenses, 27

    Section 6.06. Litigation
      Matters, 27

    Section 6.07. Compliance
      with Laws and Agreements, 28

    Section 6.08. Investment
      and Holding Company Status, 28

    Section 6.09. Taxes,
      28

    Section 6.10. ERISA,
      28

    Section 6.11. Disclosure,
      28

    Section 6.12. The
      Collateral, 29

    Section 6.13. Liens
      on
      the Collateral, 29

    Section 6.14. Eligible
      Vehicle Collateral, 29

    Section 6.15. Insurance,
      29

    Section 6.16. Labor
      Matters, 29

    Section 6.17. Security
      Documents, 30

    Section 6.18. Margin
      Regulations, 30

    


    ARTICLE
      VII

    CONDITIONS

    Section 7.01. Effective
      Date, 30

    Section 7.02. Each
      Loan, 32

    


    ARTICLE
      VIII

    AFFIRMATIVE
      COVENANTS

    Section 8.01. Financial
      Statements and Other Information, 33

    Section 8.02. Notices
      of Material Events, 34

    Section 8.03. Information
      Regarding Collateral, 34

    Section 8.04. Existence;
      Conduct of Business, 35

    Section 8.05. Payment
      of Obligations, 35

    Section 8.06. Maintenance
      of Properties and Fleet Owner Cash Flow, 35

    Section 8.07. Insurance,
      35

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Section 8.08. Books
      and
      Records; Inspection Rights, 36

    Section 8.09. Compliance
      with Laws and Agreements, 36

    Section 8.10. Use
      of
      Proceeds, 36

    Section 8.11. Further
      Assurances, 36

    Section 8.12. Casualty,
      36

    Section 8.13. Interest
      Rate Protection, 37

    


    ARTICLE
      IX

    NEGATIVE
      COVENANTS

    Section 9.01. Change
      in
      Control, 37

    Section 9.02. Use
      of
      Collateral, 37

    Section 9.03. Negative
      Pledge, 37

    Section 9.04. Limitations
      on Fundamental Changes, 37

    


    ARTICLE
      X

    EVENTS
      OF
      DEFAULT

    Section 10.01. Events
      of
      Default, 38

    Section 10.02. Consequences
      of an Event of Default, 40

    


    ARTICLE
      XI

    ACCELERATED
      AMORTIZATION

    Section 11.01. Consequences
      of Accelerated Amortization Event, 40

    


    ARTICLE
      XII

    MISCELLANEOUS

    Section 12.01. Notices,
      41

    Section 12.02. Waivers;
      Amendments, 41

    Section 12.03. Expenses;
      Indemnity; Damage Waiver, 42

    Section 12.04. Successors
      and Assigns, 43

    Section 12.05. Survival,
      44

    Section 12.06. Counterparts;
      Integration; Effectiveness, 44

    Section 12.07. Severability,
      45

    Section 12.08. Right
      of
      Setoff, 45

    Section 12.09. Governing
      Law; Jurisdiction; Consent to Service of Process, 45

    Section 12.10. WAIVER
      OF
      JURY TRIAL, 46

    Section 12.11. Headings,
      46

    Section 12.12. Confidentiality,
      46


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Section 12.13.Joint
      and
      Several Liability of the Borrowers47

    


    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 Pool
      Amortization Schedule

    Exhibit
      H [Reserved]

    Exhibit
      I Form
      of
      Dealership Contract

    Exhibit
      J Form
      of
      Rental Company Contract

    Exhibit
      K Wire
      Instructions

    


    ANNEXES

    


    Annex
      I Eligibility
      Requirements

     


    
      
        
          


        

        
        

      

      
        
        

        
          

        

      

      
        
        



    

    CREDIT
      AGREEMENT, dated as of November 10, 2005, (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.

     

    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:


     

    "Accelerated
      Amortization Event"
      means
      the Fleet Owner Cash Flow Ratio, at any time after the end of the 12th month
      following the end of the Drawdown Period, equals or exceeds 4.0.

     

    "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,
      on any date of determination and for each Monthly Pool, the rate specified
      in
      Exhibit G hereto.

     

    "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.

     

    "Aged
      Truck Facility Agreement"
      means
      the Credit Agreement dated as of June 28, 2005 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.

     

    "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,
      on any date of determination and for each Monthly Pool, the aggregate Vehicle
      Facility Value of all Eligible Vehicle Collateral in such Monthly Pool as of
      such date; provided,
      if an
      Accelerated Amortization Event has occurred and is continuing, the Borrowing
      Base will be the lesser of (i) the product of (x) 80% and (y) the
      aggregate Black Book Value of the Eligible Vehicle Collateral in such Monthly
      Pool, or (ii) the Vehicle Facility Value; provided,
      further,
      the
      Borrowing Base for any Monthly Pool shall be zero at the earliest to occur
      of
      (i) the end of the 72nd month following initial funding of such Monthly
      Pool or (ii) the Termination Date.

    
    

     

    "Borrowing
      Base Deficiency"
      means,
      as of any date and with respect to any Loan, the amount, if any, by which the
      outstanding principal amount of such Loan exceeds the Borrowing Base of the
      related Monthly Pool.

     

    "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 that 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 "group" (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) a
      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 regulation 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
      November 10, 2005.

     

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

     

    "Collateral"
      has the
      meaning set forth in the Security Agreement.

     

    "Collection
      Account"
      means
      the account established with the Collection Account Bank in the name of UHI,
      subject to the Collection Account Control Agreement and bearing account No.
      707355301.

     

    "Collection Account
      Bank"
      means
      JPMorgan Chase Bank, N.A. and its successors, or another depositary institution
      mutually acceptable to the Lender and the Borrowers.

     

    "Collection
      Account Control Agreement"
      means
      that certain blocked account control agreement (shifting control), dated as
      of
      November 10, 2005, among the Collection Account Bank, UHI and the Lender
      relating to the Collection Account.

     

    "Collection
      Sub-Account"
      means a
      sub-account of the Collection Account bearing account No. 707355319 at the
      Collection Sub-Account Bank in the name of the Lender, within the sole dominion
      and control of the Lender.

     

    "Collection
      Sub-Account Bank"
      means
      JPMorgan Chase Bank, N.A., and its successors, or another depository institution
      acceptable to the Lender.

     

    "Collection
      Sub-Account Control Agreement"
      means
      that certain blocked account control agreement (automatic sweep/frozen account),
      dated as of November 10, 2005 among the Collection Account Bank, UHI and the
      Lender, relating to the Collection Sub-Account.

     

    "Collection
      Sub-Account Deposit"
      means
      for any Deposit Date or Loan Date, the deposit to be made by UHI into the
      Collection Sub-Account pursuant to Section 5.03 (c), consisting of:

     

    (a) with
      respect to a deposit on a Deposit Date relating to the Payment Date next
      following such Deposit Date, an amount equal to the sum of (i) the Targeted
      Principal, if any, required to be paid on such Payment Date, (ii) all interest,
      fees and expenses due to be paid on such Payment Date with respect to the
      related Interest Period and (iii) all other Obligations due and payable on
      or
      prior to such Payment Date; and

    (b) with
      respect to a deposit on a Loan Date, an amount equal to the sum of (i) the
      additional amount monthly Targeted Principal, if any, required to be paid on
      the
      Payment Date next following the date of such Loan, and (ii) all additional
      interest, fees and expenses due to be paid on such Payment Date with respect
      to
      the related Interest Period and (iii) any other additional Obligations on or
      prior to such Payment Date, in each case as a result of such new
      Loan.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    "Collection
      Sub-Account Failure"
      means
      the failure of UHI to make the required Collection Sub-Account Deposit by any
      Deposit Date or Loan Date, as applicable (or, if unrestricted funds are already
      on deposit in the Collection Sub-Account, the failure of UHI to deposit an
      amount sufficient such that the unrestricted funds on deposit in the Collection
      Sub-Account by such Deposit Date or Loan Date, as applicable, is at least equal
      to the required Collection Sub-Account Deposit), which failure shall continue
      unremedied for one Business Day.

     

    "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 Closing Date and each other director of AMERCO,
      if such other 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"
      have
      meanings correlative thereto.

     

    "Custodian"
      means
      the Servicer/Manager in its capacity as custodian pursuant to Section
      4.02.

     

    "Daily
      Collection Account Deposit Amount"
      means,
      on any Business Day, an amount equal to the product of (i) a fraction, the
      numerator of which is 1 and the denominator of which is 22, and (ii) an amount
      equal to the Fleet Owner Cash Flows for the previous calendar
      month.

     

    "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, substantially in the form attached as Exhibit
      I
      hereto,
      as the same may be updated from time to time by the Borrowers.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    "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 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.

     

    "Drawdown
      Period"
      shall
      mean the period commencing on the Closing Date and ending on the earliest to
      occur of (i) June 30, 2006; (ii) the date on which the aggregate principal
      amount of Loans made hereunder from time to time equals the Facility Commitment
      Amount; or (iii) the Termination Date on which an Event of Default has
      occurred.

     

    "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
      Borrowers, 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 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
      $150,000,000. 

     

    "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.

     

    "Fleet
      Owner Agreement"
      means
      the Fleet Owner Contract - Rental Trucks, dated as of June 23, 2005, between
      U-Haul Leasing & Sales Co., as fleet owner, and UHI, as amended from time to
      time.

     

    "Fleet
      Owner Cash Flow"
      means,
      for any calendar month, the amounts payable to U-Haul Leasing & Sales Co.
      with respect to such calendar month pursuant to the Fleet Owner Agreement,
      which
      amount shall be the gross rental revenue collected from Eligible Vehicle
      Collateral during such month, plus
      all
      damage waiver amounts collected with respect to the Eligible Vehicle Collateral
      during such month, plus
      all
      payments collected with respect to a Warranty payment on the Eligible Vehicle
      Collateral during such month minus
      all
      dealer and marketing company commissions, licensing fees, maintenance costs,
      insurance expenses and other adjustments under the Dealership Contracts related
      to such Eligible Vehicle Collateral paid during such month.

     

    "Fleet
      Owner Cash Flow Determination Date"
      means,
      with respect to any Fleet Owner Cash Flows collected during any calendar month,
      the third Friday of the next succeeding calendar month, or if such day is not
      a
      Business Day, then the next succeeding Business Day.

     

    "Fleet
      Owner Cash Flow Ratio"
      means
      at any time, the ratio obtained by dividing (i) the aggregate amount
      of
      Outstanding Loans by (ii) Fleet Owner Cash Flow for the immediately
      preceding twelve-month period.

     

    "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 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
      obligor")
      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 purchase 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
      (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.

     

    "Hedge"
      has the
      meaning specified in Section 7.01(m).

     

    "Hybrid
      Facility Agreement"
      means
      the Amended and Restated Credit Agreement, dated as of June 8, 2005, among
      MLCFC, as lender, AMERCO Real Estate Company, AMERCO Real Estate Company of
      Texas, Inc., AMERCO Real Estate Company of Alabama, Inc., and U-Haul Co. of
      Florida, Inc., as borrowers, and UHI, as guarantor together with any security
      agreement guarantee or other agreement delivered pursuant to the terms
      thereof.

     

    "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; provided,
      however,
      that any
      debt obligations incurred in connection with the Hybrid Facility Agreement
      and
      the Aged Truck Facility Agreement shall not be considered
      Indebtedness.

     

    "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 Closing
      Date
      to but excluding the first Payment Date. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    "Interest
      Rate"
      means,
      with respect to any Loan and any Interest Period, subject to Sections 5.07
      and
      11.01, a rate (in each case computed on the basis of the actual number of days
      elapsed, but assuming a 360-day year) equal to (a) from the Closing
      Date
      through the initial twelve months following the end of Drawdown Period or any
      date on which the conditions specified in clause (b) are not satisfied, LIBOR
      plus 1.75% or (b) at any time after the twelfth month following the
      end of
      the Drawdown Period, LIBOR plus 1.50% provided the following conditions are
      satisfied:

     

    (i) the
      Fleet
      Owner Cash Flow Ratio is less than 2.5;

     

    (ii) EBITDA
      of
      AMERCO for the preceding twelve calendar months as reported to the Lender and
      in
      a form satisfactory to the Lender is at least $300,000,000; and

     

    (iii) net
      income before preferred stock dividends of AMERCO for
      the
      preceding twelve calendar months (based upon the most recent audited annual
      or
      quarterly financial statements of AMERCO on file with the Securities and
      Exchange Commission)
      is at
      least $60 million;

     

    provided,
      that if
      an Accelerated Amortization Event has occurred and is continuing, the Interest
      Rate will be increased by 1.00% per annum; provided further,
      that if
      an Event of Default has occurred and is continuing, the Interest Rate will
      be
      increased by 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
      rates 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"
      means
      an advance made to the Borrowers by the Lender pursuant to this
      Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    "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 Collection Account
      Control Agreement, the Collection Sub-Account Control Agreement, the Security
      Documents, the Aged Truck Facility Agreement and the Hybrid Facility
      Agreement.

     

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

     

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

     

    "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
      Pool"
      means a
      pool of Eligible Vehicle Collateral designated by the Servicer/Manager as
      belonging to a specified pool and segregated by month of acquisition for the
      purpose of financing such pool with the proceeds of a single Loan
      hereunder.

     

    "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.

     

    "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.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    "Outstanding
      Loans"
      means,
      as of any date, the unpaid principal amount of all Loans outstanding hereunder
      on such 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 January 2006.

     

    "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;

     

    (c)    Liens
      incurred or deposits made in the ordinary course of business in 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
      Borrowers;

     

    (h)    interests
      of the lender in the Collateral under the Aged Truck Facility Agreement,
      provided any such interest shall be subordinate to the interests in the
      Collateral granted to the Lender hereunder.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (i)    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

     

    (j)    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.

     

    "Purchase
      Order"
      means
      an approved purchase order of the Borrower which shall specifically identify
      the
      Vehicles being financed pursuant to the terms hereof.

     

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

     

    "Rental
      Company Contract"
      means
      an agreement between UHI, on the one hand, and a regional marketing and
      administrative company Affiliate, on the other, substantially in the form
      attached as Exhibit
      J
      hereto,
      as the same may be updated from time to time by the Borrowers.

     

    "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 November 10, 2005, by and between the
      Borrowers and the Lender.

     

    "Security
      Documents"
      means
      the Security Agreement, the Collection Account Control Agreement, the Collection
      Sub-Account Control 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 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. The Statutory Reserve Rate shall be adjusted
      automatically on and as of the effective date of any change in any reserve
      percentage.

     

    "Subsidiary"
      means,
      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 sum, for each Monthly
      Pool, the difference, if any, between the outstanding principal amount of the
      Loan funding such Monthly Pool on such Deposit Date and the Borrowing Base
      of
      such Monthly Pool as of the related Payment Date, without giving effect to
      any
      amounts in the Sub-Account; 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 earliest to occur of (i) 72 months from the most recent Monthly
      Pool
      Funding or (ii)  the occurrence of an Event of Default.

     

    "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.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    "UCC"
      means
      the Uniform Commercial Code as in effect in the State of New York as of the
      date
      hereof.

     

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

     

    "Vehicle"
      means a
      motor vehicle owned by one of the Borrowers and constituting part of the
      Borrowers’ fleet of rental assets.

     

    "Vehicle
      Cost"
      means
      the sum of (i) the acquisition cost to U-Haul Leasing & Sales Co. directly
      incurred in the purchase and assembly of the Eligible Vehicle Collateral as
      evidenced by one or more Purchase Orders submitted by Borrowers to Lender and
      (ii) any other costs directly incurred by Borrowers in the assembly of Eligible
      Vehicle Collateral; provided,
      that if
      a Vehicle is determined by the Servicer/Manager to be lost, stolen or destroyed
      in accordance with its usual and customary servicing practices, then the Vehicle
      Cost of such Vehicle shall be deemed to be zero; provided,
      further,
      that if
      the date on which a Vehicle is allocated to a Monthly Pool is more than 60
      days
      after the date on which such Vehicle was completed, the Vehicle Cost of such
      Vehicle shall be an amount mutually agreed upon by the Borrowers and
      Lender.

     

    "Vehicle
      Facility Value"
      means,
      on any date of determination, for any Eligible Vehicle Collateral or any Monthly
      Pool of Eligible Vehicle Collateral, the product of (i) the applicable
      Advance Rate for such date and such Monthly Pool, and (ii) the Vehicle
      Cost
      of such Vehicle or such Monthly Pool.

     

    "Vehicle
      Files"
      means,
      with respect to each Vehicle, (i) the original Certificate of Title (or an
      original or certified copy of the application for a Certificate of Title) and
      all related documents retained on file by the Servicer/Manager, 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 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.

     

    "Warranty"
      means
      any warranty with respect to any Vehicle or any component parts thereof, whether
      from the dealer, seller or manufacturer of such Vehicle or any third party
      warranty provider, relating to the merchantability of such Vehicle or parts
      or
      the life or performance of such Vehicle or parts and all available remedies
      thereunder, including payment, replacement, repair, substitution or other
      remedies.


    
       

    

    "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
      of 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", "hereof"
      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 the 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 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 during the Drawdown Period from time to time during the term
      of
      this Agreement in an aggregate principal amount not exceeding the Facility
      Commitment Amount. Each Loan will be related to a Monthly Pool and Loan Date
      pursuant to this Agreement. 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
      and repaid 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 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 for the Monthly Pool requested to be funded by such Loan and all other
      Monthly Pools 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 one (1) request for a Loan in any single
      calendar month. 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.

     

    (b)    Each
      requested Loan shall relate to a single Monthly Pool, and shall be in an initial
      aggregate principal amount that is an integral multiple of $100,000 and not
      less
      than the lesser of (i) $25,000,000 and (ii) the difference between
      (x) the Facility Commitment Amount and (y) the sum of the initial
      principal balances for all Outstanding Loans; provided
      that in
      no event shall any loan be in an initial aggregate principal amount of 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 5.08. Any outstanding principal of, or accrued and unpaid interest
      on any Loans shall be due and payable in full on the Payment Date occurring
      in
      the 72nd month following the month in which such Loan was made.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (b)    The
      Lender shall maintain in accordance with its usual 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 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 amounts on deposit in the Collection
      Account or the Collection Sub-Account, and 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 Article IV to the same extent
      as if
      this Agreement had not been executed, (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
      Collateral 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
      Accelerated Amortization Event, 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 with a calculation of the Borrowing Base for each affected
      Monthly Pool 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 with respect to any Monthly Pool and
      detailing, if necessary, a deposit of cash into the Collection Sub-Account
      on
      such date representing a prepayment of principal in an amount necessary to
      cause
      no Borrowing Base Deficiency to exist, (C) no Accelerated Amortization Event,
      Default or Event of Default exists on the Facility, (D) no payment default
      has
      occurred and is continuing under the Aged Truck Facility Agreement and
      (E) no payment default has occurred and is continuing under the Hybrid
      Facility Agreement.

     

    ARTICLE
      IV

     

    SERVICING
      AND MAINTENANCE

     

    Section 4.01.    Servicer/Manager;
      Monthly Settlement Report.
      

     

    (a) UHI
      will
      act as Servicer/Manager hereunder to provide administration and collection
      services with respect to the Fleet Owner Cash Flows, and to provide management
      and maintenance services with respect to the Vehicles constituting Collateral
      in
      accordance with 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 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/Manager 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 Lender a Monthly Settlement Report
      (including a Borrowing Base Certificate for each Monthly Pool) relating to
      the
      preceding calendar month, which shall include Fleet Owner Cash Flow data from
      the second 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)    On
      or
      before any Loan Date, 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 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. 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 custody 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.

     

    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 facility structuring fee of $1,500,000;

     

    (b)    On
      any
      date on which a prepayment of all or substantially all Outstanding Loans is
      made
      pursuant to Section 5.05, a prepayment fee in an amount equal to the
      product of (i) the Outstanding Loans on such date, and (ii) (A) on
      or
      before June 30, 2007, 2.00%, or (B) at any time after June 30, 2007,
      1.00%
      (for the avoidance of doubt, no prepayment fee shall be owing due to the payment
      of Targeted Principal resulting from the loss of or damage to, a Vehicle in
      the
      ordinary course of Borrowers' business); and

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (c)    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.

     

    (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.    Collections
      and Cash Flows.
      

     

    (a) UHI
      shall
      have established and shall maintain the Collection Account and the Concentration
      Account. The Borrowers shall not change any Concentration Account or Collection
      Account, or open any new Concentration Account or Collection Account, into
      which
      any revenues related to the Collateral may be deposited without the prior
      written consent of the Lender; provided,
      that
      any such consent, with respect to any new or changed Concentration Account,
      shall not be unreasonably withheld by the Lender.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (b) The
      Servicer/Manager shall deposit or cause to be deposited all gross collections,
      receipts and proceeds on all Collateral into the Concentration Account. Not
      later than 3:00 p.m., New York City time on each Fleet Owner Cash Flow
      Determination Date, the Servicer/Manager shall deposit or cause to be deposited
      into the Collection Account in immediately available funds, an amount equal
      to
      Fleet Owner Cash Flows and Hedge payments for the immediately preceding month,
      plus any other amounts that otherwise are or shall be part of the Collateral
      (to
      the extent not already deposited in full pursuant to Section 5.03(d), below).
      So
      long as no Accelerated Amortization Event, Default, Event of Default or
      Collection Sub-Account Failure shall have then occurred and be continuing,
      the
      funds deposited in the Collection Account pursuant to this Section 5.03(b)
      shall
      be transferred on the same Business Day to the "Collection Account", as defined
      in the Aged Truck Facility Agreement. Neither the Servicer/Manager nor any
      Borrower shall instruct the Concentration Account Bank in a manner inconsistent
      with this Section 5.03(b) without the prior written consent of the Lender.
      

     

    (c) UHI
      shall
      deposit into the Collection Sub-Account, (i) not later than each Deposit
      Date, the Collection Sub-Account Deposit for such month and (ii) not
      later
      than each Loan Date, the Collection Sub-Account Deposit for such Loan Date
      (or,
      in each case, an amount sufficient so that after such deposit, together with
      unrestricted funds already on deposit in the Collection Sub-Account, the total
      amount of unrestricted funds on deposit in the Collection Sub-Account would
      not
      be less than the Collection Sub-Account Deposit). The Lender shall be entitled,
      and is hereby authorized and directed by the Servicer/Manager and the Borrowers,
      to withdraw any amounts on deposit in the Collection Sub-Account on the next
      subsequent Payment Date and apply such amounts to the payment of principal,
      interest and other Obligations due on such Payment Date. So long as no
      Accelerated Amortization Event, Default, Event of Default, Collection Sub
      Account Failure or Borrowing Base Deficiency shall have then occurred and be
      continuing, any excess funds in the Collection Sub-Account after such Payment
      Date shall be transferred on the same Business Day to the "Collection Account",
      as defined in the Aged Truck Facility Agreement.

    (d) Upon
      an
      Event of Default or a Collection Sub-Account Failure, not later than 3:00 p.m.,
      New York City time on each Business Day, the Servicer/Manager shall deposit
      or
      cause to be deposited into the Collection Account from funds on deposit in
      the
      Concentration Account, an amount equal to the Daily Collection Account Deposit
      Amount. In addition, upon an Event of Default or a Collection Sub-Account
      Failure, the Lender may exercise its rights under the Collection Account Control
      Agreement, and thereafter, on any Payment Date (or at such times as the Lender
      may choose in its sole discretion) any amounts in the Collection Account and
      Collection Sub-Account shall be applied from the Collection Account in the
      following order:

     

    
      	 	
              (i)

            	
              first,
                to the payment of all interest, fees and expenses due and payable
                under
                this Agreement;

            


    

    
      	 	
              (ii)

            	
              second,
                to the payment of amounts owing to a counterparty pursuant to a
                Hedge;

            


    

    
      	 	
              (iii)

            	
              third,
                to the payment of Targeted Principal payable under this
                Agreement;

            


    

    
      	 	
              (iv)

            	
              fourth,
                to the payment in full of all other Obligations then due and payable
                under
                this Agreement;

            


    

    
      	 	
              (iv)

            	
              fifth,
                to the Collection Sub-Account to be held until the next Payment Date
                and
                applied in accordance with this Section 5.03;
                and

            


    

    
      	 	
              (v)

            	
              sixth,
                to the "Collection Account", as defined in Aged Truck Facility Agreement,
                if required.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Notwithstanding
      any provision herein to the contrary, so long as an Accelerated Amortization
      Event, a Default, Event of Default or Collection Sub-Account Failure shall
      have
      occurred and be continuing, no funds deposited in the Collection Account
      pursuant to Section 5.03(b) or this Section 5.03(d) shall be transferred to
      the
      "Collection Account", as defined in the Aged Truck Facility
      Agreement.

    


    Section 5.04.    Payments
      to be Made.
      

     

    (a) The
      Borrowers shall make each payment (including principal of or interest on any
      Loan or other amounts) or deposit hereunder and under any other Loan Document
      not later than 3:00 p.m., New York City time, on each Deposit Date or Payment
      Date, as applicable, in immediately available funds, without setoff, defense
      or
      counterclaim (i) in the case of interest, Targeted Principal, on the Deposit
      Date immediately preceding 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 deposit or payment hereunder or under the Loans becomes due
      and payable on a day other than a Business Day, such amount shall be due and
      payable on the next succeeding Business Day. If the date for any deposit,
      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 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, if applicable.

     

    (c) If
      on any
      Deposit Date, all or any portion of the amounts required to be deposited in
      the
      Sub-Account pursuant to Section 5.03(b) are not deposited by or on behalf of
      the
      Borrowers by the time specified in the first sentence of Section 5.04(a), then
      the Lender shall immediately have the right to take control of the Collection
      Account in accordance with the Collection Account Control Agreement. Such remedy
      shall be in addition to and not exclusive of any other remedies provided for
      under this Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    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(b)), 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, together with payment in full the fee described in Section 5.01(b), 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
      make
      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; Mandatory Prepayments.

     

    (a) On
      each
      Payment Date, the Borrowers shall pay to the Lender, an amount equal to the
      Targeted Principal, if any, for such Payment Date.

     

    (b) If
      any
      Monthly Settlement Report reports that a Borrowing Base Deficiency exists as
      of
      such date with respect to any Monthly Pool, then the Borrowers shall no later
      than the next Business Day following delivery of such Monthly Settlement Report
      pay to the Lender an amount equal to the Borrowing Base Deficiency for such
      Monthly Pool on such date. 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 reasonably
      determined by the Lender in its sole discretion, the Vehicle Facility Value
      of
      such Collateral as of such date of determination will be deemed to be
      zero.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (c) Upon
      discovery by any of the Loan Parties of a breach of any of the representations
      and warranties set forth in Section 6.14, the party discovering such
      breach
      shall give prompt written notice to the Borrowers and to the other parties.
      If
      such breach would, in and of itself, result in a Borrowing Base Deficiency
      with
      respect to any Monthly Pool, 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 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 the Borrowers have
      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
      delivered 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 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, 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
      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 information relating to its Taxes which it deems confidential)
      to
      the Borrowers or any other Person.

     

    (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 survive the termination of this Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      VI

     

    REPRESENTATIONS
      AND WARRANTIES

     

    Each
      of
      the Loan Parties represents and warrants to the Lender as of the Closing Date
      and on each Loan Date 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, 2005, and the consolidated balance sheet and statements of income,
      stockholders equity and cash flows of AMERCO as of and for the fiscal quarter
      ended June 30, 2005, 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
      June 30, 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 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 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.

     

    Section 6.09.    Taxes.
      Each of
      the Loan Parties has timely filed or caused 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 than
      Permitted Encumbrances, on the Collateral to any 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 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 applicable state motor vehicle law, as applicable, 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). 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, and on each Loan 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 inconsistent with, the
      provisions of the Regulations of the Board, including Regulation T, U or
      X.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ARTICLE
      VII


     

    CONDITIONS

     

    Section 7.01.    Effective
      Date.
      The
      obligations of the Lender to make the initial Loan hereunder shall not become
      effective until 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 have received a favorable written opinion of counsel to the Loan
      Parties addressed to the Lender, dated the Effective Date and addressing such
      matters relating to the Loan Parties, the Loan Documents and the Transactions
      as
      the Lender shall reasonably request, (in each case in form and substance
      reasonably satisfactory to the Lender) including, without limitation, opinions
      of counsel regarding general corporate matters, due authorization and execution,
      delivery, no conflict of laws or contracts and no material litigation with
      respect to each Loan Party. Additionally, Lender shall have received a favorable
      written opinion of outside counsel to the Loan Parties addressed to the Lender,
      dated the Effective Date and addressing matters as to enforceability under
      New
      York law as well as the creation, perfection and priority of security interests
      in the Collateral (in each case in form and substance reasonably satisfactory
      to
      the Lender).

     

    (c)    The
      Lender shall have received such documents and certificates as the Lender or
      its
      counsel may reasonably request relating to the organization, existence and
      good
      standing of each Loan Party, the authorization of the Transactions and any
      other
      legal matters relating to each Loan Party, the Loan Documents or the
      Transactions, all in form and substance satisfactory to the Lender and its
      counsel.

     

    (d)    The
      Lender shall have received a certificate, dated the Effective Date and signed
      by
      the Chief Executive Officer, President, a Vice President or a Financial Officer
      of each Loan Party, confirming compliance with the conditions set forth in
      paragraphs (a), (b) and (c) of Section 7.02 and that no Material Adverse Change
      has occurred which has not been disclosed to the Lender.

     

    (e)    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 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.

     

    (f)    The
      Lender shall be reasonably satisfied with the corporate and legal structure
      and
      capitalization of each Loan Party, including the charter and by-laws of each
      Loan Party and each agreement or instrument evidencing material
      Indebtedness.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (g)    The
      Lender shall have received counterparts of the Guarantee Agreement signed on
      behalf of each Loan Party thereto.

     

    (h)    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 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.

     

    (i)    The
      Lender shall have received (i) the results of a search of the UCC (or
      equivalent) filings made with respect to the Borrowers in the jurisdictions
      contemplated by the Security Agreement brought down from the date of similar
      searches performed in connection with the execution of the Aged Truck Facility
      Agreement and (ii) copies of the financing statements (or similar documents)
      disclosed by such search and evidence reasonably satisfactory to the Lender
      that
      the Liens indicated by such financing statements (or similar documents) are
      either Permitted Encumbrances or have been released.

     

    (j)    The
      Lender shall have received evidence satisfactory to it that the insurance
      required to be maintained by the Borrowers pursuant to Section 8.07 is in
      effect, and such insurance policies shall be in form, substance and insured
      amount satisfactory to the Lender.

     

    (k)    The
      Lender shall have received an original Note, executed and delivered by the
      Borrowers.

     

    (l)    The
      Lender (i) shall have been given access to the management, records, books of
      account, contracts and properties of the Loan Parties and shall have received
      such financial, business and other information regarding the Loan Parties as
      the
      Lender shall have reasonably requested and (ii) shall have completed their
      due
      diligence review of the Loan Parties and shall be reasonably satisfied with
      the
      results of such review.

     

    (m)    The
      Borrowers shall have entered into one or more forward starting swaps to limit
      Borrowers’ interest rate exposure (each, a "Hedge")
      and
      shall have assigned the Borrowers' rights to receive payments under such Hedge
      to Lender. Each such Hedge shall have been entered into with a counterparty
      acceptable to Lender.

     

    (n)    The
      First
      Amendment to the Aged Truck Facility Agreement shall have been duly authorized
      and executed by all parties thereto.

     

    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 November 18, 2005 (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 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 Accelerated
      Amortization Event, Default, Event of Default, Borrowing Base Deficiency or
      Collection Sub-Account Failure shall have occurred and be
      continuing.

     

    (c)    The
      Aged
      Truck Facility Agreement is in full force and effect and each of the borrower
      thereunder and UHI shall be in compliance therewith in all material
      respects.

     

    (d)    The
      Hybrid Facility Agreement is in full force and effect and each of the borrowers
      thereunder and UHI shall be in compliance therewith in all material
      respects.

     

    (e)    No
      Material Adverse Change shall have occurred.

     

    (f)    The
      Borrowers shall have delivered to the Lender (i) a Borrowing Request
      and a
      Borrowing Base Certificate, for each Monthly Period, 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; (ii) a certificate of the type required by Section 4.02(b),
      if
      applicable and (iii) one or more Purchase Orders identifying the Vehicles in
      such Monthly Pool and such other information necessary to determine Vehicle
      Cost, each in a form satisfactory to Lender.

     

    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), (d)
      and (e) of this Section 7.02.

     

    ARTICLE
      VIII

     

    AFFIRMATIVE
      COVENANTS

     

    Until
      the
      Commitments have expired or been terminated 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 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 accordance 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 with 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 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 written notice of the following promptly
      upon
      obtaining knowledge thereof:

     

    (i)    the
      occurrence of any Default or Accelerated Amortization Event;

     

    (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 determined, 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 referred 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,
      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 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 and Fleet Owner Cash Flow.
      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. U-Haul Leasing & Sales Co. shall (i)
      maintain the Fleet Owner Agreement in effect as a valid and existing obligation
      of itself and its marketing Affiliates, (ii) update the Fleet Owner Agreement
      from time to time as appropriate to reflect changes in the marketing Affiliates
      party to the various Dealership Contracts and Rental Company Contracts and
      (iii)
      not without the prior written consent of the Lender, amend or otherwise modify
      the Fleet Owner Agreement in a manner that would materially and adversely effect
      the amount of Fleet Owner Cash Flows payable to U-Haul Leasing & Sales Co.
      thereunder.

     

    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 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 to finance the purchase and
      assembly of Eligible Vehicle Collateral (including the manufacture of the van
      box of any Vehicle comprising Eligible Vehicle Collateral) occurring during
      the
      60 days immediately preceding the date of such Loan.

     

    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.

     

    (a)    Each
      Loan
      Party shall furnish to the Lender prompt notice of any casualty or other damage
      to any portion of the Collateral having a value in excess of $75,000 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 deposited in the Collection Sub-Account. 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 or deposited in the Collection Sub-Account
      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, the Aged Truck Facility Agreement and the Hybrid Facility Agreement
      to development 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 Borrowers’ 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 Borrowers’ business.

     

    (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 or deposit
      any principal of or interest (including any Borrowing Base Deficiency pursuant
      to Article V, but not including any monthly Collection Sub-Account Deposit)
      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; or the Borrowers
      or the Servicer/Manager shall fail to deposit to the Collection Account any
      Daily Collection Account Deposit Amount on the date and time such deposit is
      required to be made pursuant to Section 5.03(d);

     

    (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, 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;

     

    (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 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)    None
      of
      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 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 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
      "Event
      of Default" under the Aged Truck Facility Agreement;

     

    (m)    an
      "Event
      of Default" under the Hybrid Facility Agreement; or

     

    (n)    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 (f) or (g) of Section 10.01), 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. Additionally, if an Event of Default shall have occurred and be
      continuing, no monies on deposit in the Collection Account shall be released
      until the Principal Balance is paid in full. Further, if an Event of Default
      shall occur and be continuing, then, and in every such event the Lender shall
      have the right to draw upon the Guarantee. Notwithstanding the foregoing, if
      an
      Event of Default shall occur and be continuing the Lender may pursue any
      remedies available to it in order to seek repayment of the Principal Balance
      in
      full.

     

    ARTICLE
      XI 

     

    ACCELERATED
      AMORTIZATION

     

    Section 11.01.    Consequences
      of Accelerated Amortization Event.
      

     

    (a) Within
      a
      reasonable (at the discretion of the Lender) period of time following an
      Accelerated Amortization Event, the Borrowers may elect, upon prior written
      notice to the Lender, to pledge additional Eligible Vehicle Collateral under
      the
      Security Agreement and allocate such Eligible Vehicle Collateral to one or
      more
      Monthly Pools, without borrowing additional amounts hereunder, to satisfy the
      Fleet Owner Cash Flow Ratio requirement and avoid an Accelerated Amortization
      Event; provided,
      that if
      the Borrowers elect to pledge additional Eligible Vehicle Collateral in
      accordance with this Section 11.01(a), then from and after the date of such
      election, the Interest Rate on all Outstanding Loans shall be LIBOR plus 2.00%
      per annum for the remaining term of the Facility. 

     

    (b) Upon
      the
      occurrence of an Accelerated Amortization Event, (i) the Borrowing Base shall
      be
      reduced as provided herein; and (ii) the Lender may draw upon the Guarantee
      (if
      needed) to pay down the Outstanding Loans and avoid a Borrowing Base
      Deficiency.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    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

     

    (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
      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.

     

    (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.

     

    (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 Loan 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 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.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (b)    The
      Lender may, without the consent of the Loan 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 Lender’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 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 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 provisions 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 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 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 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 certified 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 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 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 the 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, obligations and
      indemnities of the Borrowers hereunder.

     

    [Signature
      Page Follows]

     

     

    
      
        
          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    IN
      WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
      executed by their respective authorized officers as of the day and year first
      above written.

     

     

    
    

                
      

     

           


             


    
      
        
          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    


    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 in the amount of $465 million.

     

    2. U-Haul
      International, Inc. is the guarantor of certain obligations under the $240
      million, 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
      million, 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 favor of Morgan
      Stanley Mortgage Capital, Inc.

    
 

    
      
        
          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    

    1.
      Schedule 6.15

    2. 
      Insurance Policies

    AMERCO
      Insurance Program

    
      
        
          	 	
                   
Liability
                    and
Business Auto



                	
                  Excess
                    Insurance Policies

                  Various
                    A Rated Carriers

                  Lead
                    Excess Carrier AIG

                  $15
                    Million XS
                    SIR

                


        

      

      
         

      

      
        	
                 Service
                  Vehicles and Hawaii
and Alaska Rental Fleet
Republic Western
                  Policy
Minimum Financial Responsibility
                  Limits    

              	
                 Rental
                  Fleet
Self-Insured Status
Department of Transportation
                  Arizona
Minimum Financial Responsibility Limits

              	
                 Self
                  Insured Retention 

$5
                  Million

              


      

       

    

    
      	
               The
                insurance program for AMERCO
includes D&O Insurance,
                Crime,
Aviation Insurance.

            	
               Worker's
                Compensation
AIG

            
	
               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 $50 
Million XS SIR

            
	
               The
                self-insured status by Arizona
DOT is for those trucks licensed in
                
Arizona which are all trucks except for
those in Hawaii and
                Alaska.

            	 
	
               The
                property program provides for
damage to U-Haul rental fleet while
                on
Company owned locations. The limit
is $5 million with a
                $500,000
deductible.

            	
               Property
                Insurance
SIR
$500,000

               

               

            


    

    .

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

       

    

    EXHIBIT
      A

    [FORM
      OF
      ASSIGNMENT AND ACCEPTANCE]

     

    ASSIGNMENT
      AND ACCEPTANCE

     

    Reference
      is made to the Credit Agreement, dated as of November 10, 2005 (as the same
      may
      be amended, 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 Assignee is organized under the laws of a jurisdiction
      outside the United States, the forms specified in Section 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.

     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

                     
        

    

     

    
      	
              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: 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      B

     

    [FORM
      OF
      GUARANTEE AGREEMENT]

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
       

      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:

            	
              $150,000,000
                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
      Credit Agreement, dated as of November 10, 2005 (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, Event of Default or Accelerated Amortization Event has occurred and
      is
      occurring. No Default, Event of Default, Accelerated Amortization Event,
      Borrowing Base Deficiency or Collection Sub-Account Failure 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)  Attached
      hereto as Schedule III is a calculation showing the Collection Sub-Account
      Deposit, if any, required in connection with the requested Loan.

     

    (vi)  No
      Material Adverse Change has occurred since November 10, 2005.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    The
      information supplied in the Schedules hereto is accurate as of the dates
      specified therein.

     

    U-HAUL
      LEASING & SALES CO.

     

    By:
      /s/ Rocky Wardrip            

    Name:
      Rocky Wardrip

     

    Title:
      Assistant Treasurer

     

    U-HAUL
      CO. OF ARIZONA

     

    By:
      /s/ Gary B. Horton            

    Name:
      Gary B. Horton

     

    Title:
      Treasurer

     

    U-HAUL
      INTERNATIONAL, INC.

     

    By:
      /s/ Rocky Wardrip            

    Name:
      Rocky Wardrip

     

    Title:
      Assistant Treasurer

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    EXHIBIT
      D

     

    [FORM
      OF
      BORROWING BASE CERTIFICATE]

     

    
      	
              Monthly
                Analysis

            
	
              New
                Truck Term Loan Facility

            
	
              Borrowing
                Base Analysis

            


    

    


    
      	
              Monthly
                Pool #1:

            	
              [Date
                of Funding]

            	 	 	 
	
              End
                of Month

            	
              Number
                of Vehicles

            	
              Vehicle
                Cost

            	
              Advance
                Rate

            	
              Vehicle
                Facility Value

            
	
              1

            	 	 	
              98.33%

            	 
	
              2

            	 	 	
              96.67%

            	 
	
              3

            	 	 	
              95.00%

            	 
	
              4

            	 	 	
              93.33%

            	 
	
              5

            	 	 	
              91.67%

            	 
	
              6

            	 	 	
              90.00%

            	 
	
              7

            	 	 	
              88.33%

            	 
	
              8

            	 	 	
              86.67%

            	 
	
              9

            	 	 	
              85.00%

            	 
	
              10

            	 	 	
              83.33%

            	 
	
              11

            	 	 	
              81.67%

            	 
	
              12

            	 	 	
              80.00%

            	 
	
              13

            	 	 	
              78.75%

            	 
	
              14

            	 	 	
              77.50%

            	 
	
              15

            	 	 	
              76.25%

            	 
	
              16

            	 	 	
              75.00%

            	 
	
              17

            	 	 	
              73.75%

            	 
	
              18

            	 	 	
              72.50%

            	 
	
              19

            	 	 	
              71.25%

            	 
	
              20

            	 	 	
              70.00%

            	 
	
              21

            	 	 	
              68.75%

            	 
	
              22

            	 	 	
              67.50%

            	 
	
              23

            	 	 	
              66.25%

            	 
	
              24

            	 	 	
              65.00%

            	 
	
              25

            	 	 	
              63.75%

            	 
	
              26

            	 	 	
              62.50%

            	 
	
              27

            	 	 	
              61.25%

            	 
	
              28

            	 	 	
              60.00%

            	 
	
              29

            	 	 	
              58.75%

            	 
	
              30

            	 	 	
              57.50%

            	 
	
              31

            	 	 	
              56.25%

            	 
	
              32

            	 	 	
              55.00%

            	 
	
              33

            	 	 	
              53.75%

            	 
	
              34

            	 	 	
              52.50%

            	 
	
              35

            	 	 	
              51.25%

            	 
	
              36

            	 	 	
              50.00%

            	 
	
              37

            	 	 	
              49.50%

            	 
	
              38

            	 	 	
              49.00%

            	 
	
              39

            	 	 	
              48.50%

            	 
	
              40

            	 	 	
              48.00%

            	 


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	
              Monthly
                Pool #1:

            	
              [Date
                of Funding]

            	 	 	 
	
              End
                of Month

            	
              Number
                of Vehicles

            	
              Vehicle
                Cost

            	
              Advance
                Rate

            	
              Vehicle
                Facility Value

            
	
              41

            	 	 	
              47.50%

            	 
	
              42

            	 	 	
              47.00%

            	 
	
              43

            	 	 	
              46.50%

            	 
	
              44

            	 	 	
              46.00%

            	 
	
              45

            	 	 	
              45.50%

            	 
	
              46

            	 	 	
              45.00%

            	 
	
              47

            	 	 	
              44.50%

            	 
	
              48

            	 	 	
              44.00%

            	 
	
              49

            	 	 	
              43.58%

            	 
	
              50

            	 	 	
              43.17%

            	 
	
              51

            	 	 	
              42.75%

            	 
	
              52

            	 	 	
              42.33%

            	 
	
              53

            	 	 	
              41.92%

            	 
	
              54

            	 	 	
              41.50%

            	 
	
              55

            	 	 	
              41.08%

            	 
	
              56

            	 	 	
              40.67%

            	 
	
              57

            	 	 	
              40.25%

            	 
	
              58

            	 	 	
              39.83%

            	 
	
              59

            	 	 	
              39.42%

            	 
	
              60

            	 	 	
              39.00%

            	 
	
              61

            	 	 	
              38.67%

            	 
	
              62

            	 	 	
              38.33%

            	 
	
              63

            	 	 	
              38.00%

            	 
	
              64

            	 	 	
              37.67%

            	 
	
              65

            	 	 	
              37.33%

            	 
	
              66

            	 	 	
              37.00%

            	 
	
              67

            	 	 	
              36.67%

            	 
	
              68

            	 	 	
              36.33%

            	 
	
              69

            	 	 	
              36.00%

            	 
	
              70

            	 	 	
              35.67%

            	 
	
              71

            	 	 	
              35.33%

            	 
	
              72

            	 	 	
              0.00%

            	 


    

     


    
      
        
          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    

    EXHIBIT
      E

     

    [FORM
      OF
      MONTHLY SETTLEMENT REPORT]

     

    
      	
              Monthly
                Analysis

            
	
              New
                Truck Term Loan Facility

            
	
              Fleet
                Owner Cash Flow

            


    

    


    
      
        	 	 	
                Jan-06

              	
                Feb-06

              	
                Mar-06

              	
                Apr-06

              	
                May-06

              	
                Jun-06

              	
                Jul-06

              	
                Aug-06

              	
                Sep-06

              	
                Oct-06

              	
                Nov-06

              	
                Dec-06

              	
                12
                  Month Total 

              
	
                Fleet
                  Owner Cash Flow

              	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                Commissionable
                  Gross Revenue 

              	
                A

              	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                Dealer
                  & Marketing Co Commissions 

              	
                B

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                Fleetowner
                  Commission 

              	
                C
                  = A - B

              	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                Damage
                  Waiver and Other Adjustments 

              	
                D

              	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                No
                  Number Fleetowner Commission 

              	
                E

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                Adjusted
                  Fleetowner Commission 

              	
                F
                  = C + D + E

              	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                Maintenance
                  & Repair Expense 

              	
                G

              	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                Licensing
                  Expense 

              	
                H

              	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                Liability
                  Insurance Expense 

              	
                I

              	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                Warranty
                  Payments

              	
                J

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                Total
                  Expenses 

              	
                K
                  = G + H + I + J

              	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                Fleetowner
                  Cash Flow

              	
                L
                  = F + K

              	 	 	 	 	 	 	 	 	 	 	 	 	 


      
    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	 	
              Monthly
                Pool #1 

            	
              Monthly
                Pool #2

            	
              Monthly
                Pool #3

            	
              Monthly
                Pool #N

            	 
	
              Payment
                Date in:

            	
              Vehicle
                Facility Value

            	
              Vehicle
                Facility Value

            	
              Vehicle
                Facility Value

            	
              Vehicle
                Facility Value

            	
              Borrowing
                Base

            
	
              December
                2005

            	 	 	 	 	 
	
              January
                2006

            	 	 	 	 	 
	
              February
                2006

            	 	 	 	 	 
	
              March
                2006

            	 	 	 	 	 
	
              April
                2006

            	 	 	 	 	 
	
              May
                2006

            	 	 	 	 	 
	
              June
                2006

            	 	 	 	 	 
	
              July
                2006

            	 	 	 	 	 
	
              August
                2006

            	 	 	 	 	 
	
              September
                2006

            	 	 	 	 	 
	
              October
                2006

            	 	 	 	 	 
	
              November
                2006

            	 	 	 	 	 
	
              December
                2006

            	 	 	 	 	 
	
              January
                2007

            	 	 	 	 	 
	
              February
                2007

            	 	 	 	 	 
	
              March
                2007

            	 	 	 	 	 
	
              April
                2007

            	 	 	 	 	 
	
              May
                2007

            	 	 	 	 	 
	
              June
                2007

            	 	 	 	 	 
	
              July
                2007

            	 	 	 	 	 
	
              August
                2007

            	 	 	 	 	 
	
              September
                2007

            	 	 	 	 	 
	
              October
                2007

            	 	 	 	 	 
	
              November
                2007

            	 	 	 	 	 
	
              December
                2007

            	 	 	 	 	 
	
              January
                2008

            	 	 	 	 	 
	
              February
                2008

            	 	 	 	 	 
	
              March
                2008

            	 	 	 	 	 
	
              April
                2008

            	 	 	 	 	 
	
              May
                2008

            	 	 	 	 	 
	
              June
                2008

            	 	 	 	 	 
	
              July
                2008

            	 	 	 	 	 
	
              August
                2008

            	 	 	 	 	 


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              Monthly
                Pool #1 

            	
              Monthly
                Pool #2

            	
              Monthly
                Pool #3

            	
              Monthly
                Pool #N

            	 
	
              Payment
                Date in:

            	
              Vehicle
                Facility Value

            	
              Vehicle
                Facility Value

            	
              Vehicle
                Facility Value

            	
              Vehicle
                Facility Value

            	
              Borrowing
                Base

            
	
              September
                2008

            	 	 	 	 	 
	
              October
                2008

            	 	 	 	 	 
	
              November
                2008

            	 	 	 	 	 
	
              December
                2008

            	 	 	 	 	 
	
              January
                2009

            	 	 	 	 	 
	
              February
                2009

            	 	 	 	 	 
	
              March
                2009

            	 	 	 	 	 
	
              April
                2009

            	 	 	 	 	 
	
              May
                2009

            	 	 	 	 	 
	
              June
                2009

            	 	 	 	 	 
	
              July
                2009

            	 	 	 	 	 
	
              August
                2009

            	 	 	 	 	 
	
              September
                2009

            	 	 	 	 	 
	
              October
                2009

            	 	 	 	 	 
	
              November
                2009

            	 	 	 	 	 
	
              December
                2009

            	 	 	 	 	 
	
              January
                2010

            	 	 	 	 	 
	
              February
                2010

            	 	 	 	 	 
	
              March
                2010

            	 	 	 	 	 
	
              April
                2010

            	 	 	 	 	 
	
              May
                2010

            	 	 	 	 	 
	
              June
                2010

            	 	 	 	 	 
	
              July
                2010

            	 	 	 	 	 
	
              August
                2010

            	 	 	 	 	 
	
              September
                2010

            	 	 	 	 	 
	
              October
                2010

            	 	 	 	 	 
	
              November
                2010

            	 	 	 	 	 
	
              December
                2010

            	 	 	 	 	 
	
              January
                2011

            	 	 	 	 	 
	
              February
                2011

            	 	 	 	 	 
	
              March
                2011

            	 	 	 	 	 
	
              April
                2011

            	 	 	 	 	 
	
              May
                2011

            	 	 	 	 	 


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	 	
              Monthly
                Pool #1 

            	
              Monthly
                Pool #2

            	
              Monthly
                Pool #3

            	
              Monthly
                Pool #N

            	 
	
              Payment
                Date in:

            	
              Vehicle
                Facility Value

            	
              Vehicle
                Facility Value

            	
              Vehicle
                Facility Value

            	
              Vehicle
                Facility Value

            	
              Borrowing
                Base

            
	
              June
                2011

            	 	 	 	 	 
	
              July
                2011

            	 	 	 	 	 
	
              August
                2011

            	 	 	 	 	 
	
              September
                2011

            	 	 	 	 	 
	
              October
                2011

            	 	 	 	 	 
	
              November
                2011

            	 	 	 	 	 
	
              December
                2011

            	 	 	 	 	 
	
              January
                2012

            	 	 	 	 	 
	
              February
                2012

            	 	 	 	 	 
	
              March
                2012

            	 	 	 	 	 
	
              April
                2012

            	 	 	 	 	 
	
              May
                2012

            	 	 	 	 	 
	
              June
                2012

            	 	 	 	 	 


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    
      	
              Monthly
                Analysis

               

              New
                Truck Term Loan Facility

               

              Eligibility
                Criteria and Minimum Fleet Owner Cash Flow Test

               

            
	 	
              Amount

            	
              Test

            	
              Compliance

            
	
              1)
                TTM Fleet Owner Cash Flow

               

            	 	 	 
	
              2)
                Fleet Owner Cash Flow Ratio

               

            	 	
              Not
                to exceed 4.0x

               

            	
              YES

               

            
	
              3)
                Commitment Amount

               

            	
              Up
                to $150,000,000

               

            	 	 
	
              4)
                Borrowing Base

               

            	 	 	 
	
              5)
                Current Outstanding Loans

               

            	 	
              Not
                to exceed Borrowing Base 

               

              Not
                to exceed Commitment Amount

               

            	
              YES

               

            
	
              6)
                EBITDA of AMERCO for the preceding 12 calendar
                months

               

            	 	 	 
	
              7)
                Net income before preferred stock dividends of AMERCO for the preceding
                twelve calendar months

               

            	 	 	 


    

    


     

    
      	
              Payment
                Waterfall

            	 
	
              Fees,
                Interest, Expenses

            	
              $
                


            
	
              Targeted
                Principal

            	
              $
                

               

            
	
              All
                Other Obligations

            	
              $
                

               

            
	
              Total
                amount to be withdrawn from Collection
                Sub-Account

            	
              $
                

               

            
	
              To
                Aged Truck Facility

            	
              $
                

               

            


    

     


    
      
        
          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    

    EXHIBIT
      F

    FORM
      OF
      NOTE

     

    NOTE

    $150,000,000.00

    November
      10, 2005

     

    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 the Collection Sub-Account or to such other 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 FIFTY MILLION DOLLARS
      ($150,000,000.00) 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 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 Credit Agreement, dated as of November 10, 2005 (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.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    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: /s/
      Rocky Wardrip                      

          
Name:
      Rocky Wardrip

     

    Title:
      Assistant Treasurer

     

    U-HAUL
      CO. OF ARIZONA,

     

    as
      a
      Borrower

     

     

    By: /s/
      Gary B.
      Horton                                             

    Name:
      Gary B. Horton

     

    Title:
      Treasurer

     

    U-HAUL
      INTERNATIONAL, INC.

     

    as
      a
      Borrower

     

     

    By:  /s/
      Rocky
      Wardrip                
                           

    Name:
      Rocky Wardrip

     

    Title:
      Assistant Treasurer

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      TO NOTE

     

    
      	
              Date
                of

              Loan

            	
              Amount
                of 
Loan

            	
              Date
                of Payment/

              Prepayment

            	
              Amount
                of 
Payment/Prepayment

            	
              
Initialed
                by

            
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


    

    


     


    
      
        
          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    

    EXHIBIT
      G


     

    POOL
      AMORTIZATION SCHEDULE


     

    
      	
              Pool
                Amortization Schedule

            
	
              (End
                of)

              Funding
                Month

            	
              Advance
                Rate

              (%
                of Vehicle Cost)

            
	
              1

            	
              98.33%

            
	
              2

            	
              96.67%

            
	
              3

            	
              95.00%

            
	
              4

            	
              93.33%

            
	
              5

            	
              91.67%

            
	
              6

            	
              90.00%

            
	
              7

            	
              88.33%

            
	
              8

            	
              86.67%

            
	
              9

            	
              85.00%

            
	
              10

            	
              83.33%

            
	
              11

            	
              81.67%

            
	
              12

            	
              80.00%

            
	
              13

            	
              78.75%

            
	
              14

            	
              77.50%

            
	
              15

            	
              76.25%

            
	
              16

            	
              75.00%

            
	
              17

            	
              73.75%

            
	
              18

            	
              72.50%

            
	
              19

            	
              71.25%

            
	
              20

            	
              70.00%

            
	
              21

            	
              68.75%

            
	
              22

            	
              67.50%

            
	
              23

            	
              66.25%

            
	
              24

            	
              65.00%

            
	
              25

            	
              63.75%

            
	
              26

            	
              62.50%

            
	
              27

            	
              61.25%

            
	
              28

            	
              60.00%

            
	
              29

            	
              58.75%

            
	
              30

            	
              57.50%

            
	
              31

            	
              56.25%

            
	
              32

            	
              55.00%

            
	
              33

            	
              53.75%

            
	
              34

            	
              52.50%

            
	
              35

            	
              51.25%

            
	
              36

            	
              50.00%

            
	
              37

            	
              49.50%

            
	
              38

            	
              49.00%

            
	
              39

            	
              48.50%

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              Pool
                Amortization Schedule

            
	
              (End
                of)

              Funding
                Month

            	
              Advance
                Rate

              (%
                of Vehicle Cost)

            
	
              40

            	
              48.00%

            
	
              41

            	
              47.50%

            
	
              42

            	
              47.00%

            
	
              43

            	
              46.50%

            
	
              44

            	
              46.00%

            
	
              45

            	
              45.50%

            
	
              46

            	
              45.00%

            
	
              47

            	
              44.50%

            
	
              48

            	
              44.00%

            
	
              49

            	
              43.58%

            
	
              50

            	
              43.17%

            
	
              51

            	
              42.75%

            
	
              52

            	
              42.33%

            
	
              53

            	
              41.92%

            
	
              54

            	
              41.50%

            
	
              55

            	
              41.08%

            
	
              56

            	
              40.67%

            
	
              57

            	
              40.25%

            
	
              58

            	
              39.83%

            
	
              59

            	
              39.42%

            
	
              60

            	
              39.00%

            
	
              61

            	
              38.67%

            
	
              62

            	
              38.33%

            
	
              63

            	
              38.00%

            
	
              64

            	
              37.67%

            
	
              65

            	
              37.33%

            
	
              66

            	
              37.00%

            
	
              67

            	
              36.67%

            
	
              68

            	
              36.33%

            
	
              69

            	
              36.00%

            
	
              70

            	
              35.67%

            
	
              71

            	
              35.33%

            
	
              72

            	
              0.00%

            


    

     


    
      
        
          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    

    EXHIBIT
      H


     

    [Reserved]

     

    


     


    
      
        
          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    

    EXHIBIT
      I


     

    [FORM
      OF
      DEALERSHIP CONTRACT]

     

    


     


    
      
        
          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    

    EXHIBIT
      J

     

    


     

    [FORM
      OF
      RENTAL COMPANY CONTRACT]

    
 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      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
      #
      424903

    



    
      
        
          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    

    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 new motor vehicle comprising part of Borrowers’ "U-Move"
      fleet;

     

    (ii) such
      Vehicle is in good working condition and the Servicer/Manager has performed
      all
      maintenance on such Collateral in accordance with industry
      standards;

     

    (iii) such
      Vehicle had not been acquired by Borrowers more than 60 days prior to the date
      on which such Vehicle is first added to a Monthly Pool hereunder;

     

    (iv) the
      Vehicle Cost for each Vehicle does not exceed $39,000 for each new GMC C5500
      regular cab and chassis 2 wheel drive model JH truck and $26,500 for each new
      Ford E-45 cutaway 2 wheel drive model EL8 truck;

     

    (v) such
      Vehicle is, when not rented by a consumer in the ordinary course of Borrowers’
      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); and

     

    (vi) the
      Certificate of Title for such Vehicle has been 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; and

     

    (vii) such
      Vehicle conforms to any additional specifications as agreed to by Borrowers
      and
      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.