Amended and Restated Security Agreement


          Exhibit
      10.97       

     

                                                            Execution
      copy


    


    AMENDED
      AND RESTATED

    SECURITY
      AGREEMENT

     

     

    


    THIS
      AMENDED
      AND
      RESTATED
      SECURITY
      AGREEMENT,
      dated
      as
      of

    March
      [12], 2007 is executed by U-Haul
      Leasing & Sales Co., a Nevada corporation, U-Haul Co.

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

    (collectively,
      the
“Borrowers”),
      in
      favor of Merrill Lynch Commercial
      Finance Corp., (with its 

    successors
      in
      such capacity, the
      “Lender”),
      a
      Delaware corporation.

     

    RECITALS

     

    


    A. Pursuant
      to a Credit Agreement,
      dated as of June 28, 2005, as amend
      by
      the

    Amended
      and
      Restated Credit
      Agreement,
      dated as of March 12, 2007 (collectively, the “Credit

    Agreement”),
      between the Borrowers, U-Haul International, Inc., as Servicer/Manager and
      G

    uarantor
      and the Lender,
      the
      Lender
      has
      agreed to
      extend
      certain credit facilities to the
      

    Borrowers
      upon
      the
      terms and subject to the
      conditions
      set forth therein.

    


    B. The
      Lender’s obligation to extend
      the
      credit
      facilities
      to the Borrowers under
      the


    Credit
      Agreement
      is
      subject, among
      other
      conditions,
      to
      receipt by the Lender of this Security 

    Agreement,
      duly
      executed
      by
      the Borrowers.

    


    C. The
      parties hereto are party
      to a
      certain Security Agreement,
      dated as of June 28,

    2005
      (the
“Original Security
      Agreement”).

    


    D. The
      parties to the Original
      Security Agreement
      desire to amend
      and
      restate
      the

    Original
      Security
      Agreement
      to
      effect
      certain
      amendments
      thereto.

     

    AGREEMENT

     

    


    NOW,
      THEREFORE, in consideration of the
      above
      recitals and for other good and

    valuable
      consideration, the receipt and adequacy
      of
      which are hereby acknowledged, the

    Borrowers
      hereby
      agree
      with
      the Lender
      as
      follows:

    


    1. Definitions
      and Interpretation.

    


    (a) Definitions.
      When
      used
      in this Security
      Agreement,
      the
following
      terms
      

    shall
      have
      the
      following
      respective
      meanings:

    


    “Account
      Debtor”
      shall
      have
      the meaning given
      to
      that term in
      subparagraph
      3(g)
      hereof.

     

    


    “Borrowers”
shall
      have the meaning
      given to that term in
      the
      introductory

    paragraph
      hereof.

    
 

                      “Collateral”
shall
      have the meaning
      given to
      that
      term in
      paragraph
      2 hereof.

    



    


    


    


                                        1

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    



     

    


    


                                  “Credit
      Agreement” shall have the meaning given to that
      term in Recital A hereof.


    “Dealer
      List”
      means
      a
      list in electronic format,
      delivered by or on behalf

    of
      the
      Borrowers to the Lender as updated
      from time
      to
      time
      in
      accordance
      with

    Section
      8.01(g) of the
      Credit
      Agreement.

     

                      “Equipment”
shall
      have the meaning
      given to that
      term in
      Attachment
      1hereto.

    


                      “Inventory”
shall
      have the meaning
      given to that
      term in
      Attachment
      1
hereto.

     

    “Lender”
shall
      have the meaning
      given to that
      term
      in the introductory

    paragraph
      hereof.

    


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

    Agreement
      and
      this Security
      Agreement.

    


    “Obligations”
shall
      mean
      and
      include
      all
      loans, advances,
      debts,
      liabilities
      

    and
      obligations, howsoever arising, owed by the Borrowers to MLCFC (whether

    or
      not
      evidenced by any note or instrument
      and
      whether or not for the payment
      of


    money),
      direct or indirect, absolute or contingent, due or to become
      due,
      now 

    existing
      or hereafter arising pursuant to the
      terms
      of the
      Credit Agreement
      or
      any

    of
      the
      other Loan Documents,
      including without limitation
      all interest, fees, 

    charges,
      expenses, attorneys’ fees and
      accountants’ fees chargeable to the 

    Borrowers
      or payable by the Borrowers
      thereunder.

    


    “Proceeds”
      means
      all
      proceeds of, and all other
      profits, products,
      rentals
      or


    receipts,
      in whatever form, arising from the
      collection, sale, lease, exchange,
      

    assignment,
      licensing or other disposition of, or other realization upon, any 

    Collateral,
      including, without limitation,
      all claims
      of the
      Borrowers against third 

    parties
      for loss
      of,
      damage
      to or
      destruction
      of, or for proceeds
      payable
      under,
      or


    unearned
      premiums
      with
      respect to, policies
      of
      insurance in respect of, any 

    Collateral,
      and any condemnation
      or
      requisition
      payments
      with
      respect to any 

    Collateral,
      in each case whether now
      existing
      or
      hereafter arising, provided
      that,

    with
      respect to any Vehicle, “Proceeds” shall not include any dealer commissions,
      

    licensing
      fees, maintenance
      costs and insurance
      expenses owing under the 

    Dealership Contracts.

     

     

     

                      “Receivables”
shall
      have the meaning
      given to that
      term in
      Attachment
      1
      hereto.

    



     

    


    “Secured
      Obligations”
      means
      the
      obligations secured
      under this Security

    Agreement,
      including (a) all
      principal of and interest
      (including, without 

    limitation,
      any interest which accrues
      after
      the
      commencement
      of any
      case, 

    proceeding
      or
      other action relating to
      the
      bankruptcy,
      insolvency
      or

    reorganization
      of any Borrower, whether or not allowed or allowable
      as a
      claim in

    


     

                                        2

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    



     

        any
      such
      case,
      proceeding
      or
      other action)
      on
      any Loan to the Borrowers under

        the
      Credit
      Agreement;
      (b)
      all other amounts
      payable by the Borrowers
      to MLCFC

        hereunder
      or
      under any other Loan Document;
      (c)
      any renewals or extensions of 

        any
      of the
      foregoing; and (d) all other obligations of the Borrowers or their 

        Affiliates
      under
      any
      Loan
      Document.

    


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

    York
      as
      of the date hereof.

    


    “Vehicle”
shall
      mean
      a
      motor vehicle owned any Borrower and 

    constituting
      part of the Borrowers’
      fleet of rental assets as
      identified
      on
      the
      

    Vehicle
      Schedule delivered by the Borrowers
      to the Lender under the Credit

    Agreement
      a
      copy of which is attached hereto as Attachment
      4
      (as the
      same
      may


    be
      updated from time
      to
      time).

    


            Unless
      otherwise defined herein, all
      other
      capitalized terms
      used herein
      and defined in 

            the
      Credit Agreement
      shall
      have the respective
      meanings
      given to those terms
      in the
      Credit 

            Agreement,
      and
      all terms
      defined
      in
      the UCC shall
      have the respective meanings given to 

            those
      terms
      in the
      UCC.

        


               (b) Other
      Interpretive Provisions.
      The
      rules of construction set forth in Section 1.02

    of
      the
      Credit Agreement shall,
      to
      the extent not
      inconsistent
      with
      the
      terms
      of this
      Security

                    Agreement,
      apply to this Security
      Agreement
      and are
      hereby incorporated by reference.

    


    2. Grant
      of Security Interest.
      As
      security
      for
      the
      Obligations, the
      Borrowers,

    jointly
      and severally, hereby pledge and assign to the
      Lender and grant to the
      Lender a security 

    interest
      in
      all right,
      title
      and interest
      of the
      Borrowers in and to
      the
      property whether now owned

    or
      hereafter acquired described in Attachment
      1
      hereto,
      as such Attachment
      may
      be
      amended
      or


    supplemented
      from time
      to
      time
      after
      the date hereof by a supplemental
      Vehicle Schedule 

    delivered
      by the Borrowers
      to
      the Lender (collectively and severally, the “Collateral”),
      which


    Attachment
      1
      is
      incorporated herein by this reference.

     

    


    3. Representations
      and Warranties.
      The
      Borrowers, jointly and severally, represent
      and
      warrant


    to
      the
      Lender as
      follows:

     

    


    


    


    (a) Each
      of
      UHI and
      U-Haul Sales & Leasing Co. is a corporation duly 

    authorized
      and validly existing and in good standing
      under
      the laws of the State of Nevada. 

    U-
      Haul
      Co. of Arizona is a corporation duly authorized and validly existing and in
      good
      standing 

    under
      the
      laws of the State of Arizona.  Except
      as
      disclosed on Attachment
      5,
      none of
      the 

    Borrowers
      has (x) had any other corporate name
      during
      the past six years, (y) changed its

    identity
      or corporate structure
      in
      any way within the past six years, or (z) used or operated under 

    any
      other
      names
      (including trade names
      or
      other similar
      names) during the past six years. The 

    exact
      corporate
      name
      of each
      Borrower
      as it
      appears
      on
      its certificate of
      incorporation,
      and

    location
      of its chief executive office are as follows:

    


    (i) U-Haul
      International, Inc.,
      2727
      N. Central Avenue, Phoenix, Arizona 85004;

    


                                        3

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    


    


     

                    (ii) U-Haul
      Co. of Arizona, 2727 N. Central Avenue, Phoenix, Arizona 85004; and

     

    


                    (iii) U-Haul
      Leasing & Sales Co., 1325 Airmotive
      Way, Reno, Nevada 89502.

    



     

    


    (b) The
      Borrowers are the legal and beneficial
      owner
      of the
      Collateral (or, in

    the
      case
      of after-acquired
      Collateral, at
      the
      time
      the
      Borrowers
      acquire
      rights
      in
      the
      Collateral,
      

    will
      be
      the legal and beneficial
      owner
      thereof).
       No
      other
      Person
      has
      (or, in the case
      of after-
      

    acquired
      Collateral,
      at
      the
      time
      a
      Borrower acquires
      rights
      therein,
      will have) any right, title,

    claim or
      interest (by way of Lien,
      purchase option or otherwise) in,
      against
      or to
      the Collateral,
      

    other
      than Permitted
      Encumbrances.

    


    (c) All
      actions have been taken that are necessary under the UCC to perfect


    the
      Lender’s interest in the Collateral. All actions
      have been taken that
      are
      necessary under

    applicable
      state
      vehicle
      titling and
      registration
      law to
      perfect the
      Borrowers’
      interest
      in
      Vehicles 

    constituting
      the Collateral.

    


    (d) The
      Borrowers have not performed any
      acts
      which might
      prevent the

    Lender
      from enforcing any of the terms
      of this
      Security Agreement
      or
      which would limit
      the

    Lender
      in
      any such enforcement.
      Other than financing
      statements
      or
      other similar
      or
      equivalent 

    documents
      or
      instruments
      with
      respect
      to the
      Security
      Interests
      and
      Permitted
      Encumbrances,
      no 

    financing statement, mortgage,
      security
      agreement
      or
      similar
      or
      equivalent document
      or

    instrument
      covering all or any part of the Collateral is on file or of record in any
      jurisdiction
      in


    which
      such filing or recording would be effective
      to
      perfect
      a
      Lien on such
      Collateral.

    


    (e) [Reserved].

     

    (f) All
      Equipment and Inventory are (i) located
      at
      the
      locations
      indicated in

    the
      most
      recent Dealer List delivered to the Lender, and have
      been consigned to the possession

    of
      a third-party dealer pursuant to the Dealership
      Contracts, except when such Equipment and

    Invenory
      have been rented to consumers in the ordinary
      course of the Borrowers' business, as

    such
      list of locations may be updated by the Borrowers
      from time to time at the request of the

    Lender,
      (ii) in transit to such locations or (iii) in
      transit to a third party purchaser which will

    become
      obligated on a Receivable to a Borrower upon
      receipt. Except for Equipment and

    Inventory
      referred to in the preceding sentence, the
      Borrowers have exclusive possession and

    control
      of the Inventory and Equipment. All Equipment
      and Inventory has been acquired by the

    Borrowers
      in the ordinary course of the Borrowers'
      business. 


    (g) Each
      Receivable
      is
      genuine and enforceable against
      the
party
      obligated to 

    pay
      such
      Receivable
      (an
“Account
      Debtor”)
      free
      from any
      right
      of rescission,
      defense, setoff or 

    discount.
      Each
      Receivable was originated
      in
      the ordinary course
      of
      the Borrowers’ business.

    


    (h) Each
      insurance policy maintained
      by the Borrowers
      in
      accordance
      with 

    Section
      8.07 of the Credit Agreement
      is
      validly existing
      and is in full force and effect. The 

    Borrowers
      are not in default in any material
      respect under the provisions of any such insurance 

    policy,
      and there are no facts which, with the giving
      of
      notice or passage of time
      (or
      both), would 

    result
      in
      such a default under any provision of
      any
      such insurance policy. Set forth in

    


                                        4

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    Attachment
      3 hereto
      is
      a complete
      and
      accurate list of the
      insurance
      of
      the
      Borrowers in
      effect
      on

    the
      date
      of this Agreement
      required pursuant to Section 8.07 of the Credit Agreement
      showing as

    of
      such
      date, (i) the type of insurance
      carried, (ii) the name
      of the
      insurance
      carrier,
      and
      (iii)
      the 

    amount
      of
each
      type
      of insurance carried.

    


    (i) The
      information
      set
      forth in
      each
      Dealer List
      delivered
      pursuant
      to
      Section

    8.01(g)
      of the
      Credit
      Agreement is
      true,
      correct and accurate.

    


    4. Covenants.
      The
      Borrowers, jointly and severally,
      hereby agree as follows:

    


    (a) The
      Borrowers, at the Borrowers’
      expense,
      shall promptly
      procure, 

    execute
      and deliver
      to
      the
      Lender
      all documents,
      instruments
      and
      agreements
      and
      perform all

    acts
      which are necessary or desirable,
      or
      which the Lender may request,
      to establish,
      maintain,
      

    preserve,
      protect and perfect the Collateral,
      the Lien
      granted
      to
      the Lender therein and the first 

    priority
      of such Lien or to enable the Lender to exercise and enforce its rights and
      remedies
      

    hereunder
      with respect to any Collateral.

    


    (b) The
      Borrowers shall not use or permit
      any
      Collateral
      to be
      used
      in


    violation
      of (i) any provision of the Credit Agreement,
      this
      Security Agreement
      or
      any other

    Loan
      Document,
      (ii)
      any applicable Governmental
      Rule
      where such use might
      have
      a Material

    Adverse
      Effect, or (iii) any policy of insurance
      covering
      the Collateral.

    


    (c) The
      Borrowers shall pay promptly
      when
      due all taxes and other

    Governmental
      Charges, all Liens and all other charges now or hereafter imposed
      upon, relating

    to
      or
      affecting any Collateral.

    


    (d) Without
      thirty (30) days’ prior written
      notice to the Lender, no Borrower 

    shall
      (i)
      change its jurisdiction of
      organization, or the office in which
      such Borrower’s books and 

    records
      relating to Receivables, (ii)
      keep
      Collateral consisting of documents
      at
      any location other 

    than
      the
      offices of UHI or U-Haul Co. of Arizona at 2727 N. Central Avenue, Phoenix,
      Arizona

    85004,
      or
      the offices of U-Haul Sales & Leasing
      Co.
      at 1325 Airmotive
      Way, Reno, Nevada

    89502,
      or
      (iii) keep Collateral consisting of Equipment,
      Inventory or other
      goods
      at any location 

    other
      than the
      locations permitted
      pursuant to
      Section 9.02 of the Credit Agreement.

     

    


    (e) [Reserved].

    


    (f) Commencing
      from the
      date
      hereof, the Borrowers shall make
      or
      cause to

    be
      made
      all
      deposits required pursuant to Section 5.03 of the Credit Agreement,
      at
      the times
      so


    required.

    


    (g) [Reserved].

    


    (h) The
      Borrowers shall appear
      in
      and defend
      any action or proceeding which 

    may
      affect
      its
      title to or the Lender’s
      interest
      in
      the
      Collateral.

    


    (i) The
      Borrowers shall
      keep
      separate,
      accurate
      and
      complete
      records of the 

    Collateral
      and
      shall
provide
      the
      Lender
      with
      such records
      and such other reports and information
      

    relating
      to
      the
      Collateral
      as the
      Lender
      may
      reasonably request from time
      to
      time.

     

    


    


                                        5

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    (j) The
      Borrowers shall
      not
      surrender
      or lose
      possession of (other than to the 

    Lender),
      sell, encumber,
      lease, rent,
      option, or otherwise dispose of or
      transfer any Collateral or 

    right
      or
      interest
      therein
      except
      in
      the ordinary course
      of the
      Borrowers’
      business
      and as permitted

    in
      the
      Credit Agreement,
      and,
      notwithstanding any
      provision of the Credit Agreement,
      the

    Borrowers
      shall
      keep
      the Collateral
      free
      of all
      Liens
      except
      Permitted
      Encumbrances.

    


    (k) The
      Borrowers shall collect,
      enforce and receive delivery of the

    Receivables
      in accordance
      with past
      practice
      until
      otherwise notified
      by the
      Lender.

    


    (l) The
      Borrowers shall
      comply
      with
      all material
      Requirements of Law
      

    applicable
      to the Borrowers which relate to the production,
      possession, operation, maintenance 

    and
      control of the Collateral.

    


    (m) The
      Borrowers shall (i) maintain
      and
      keep
      in force public liability 

    insurance
      of the types and in amounts
      customarily
      carried from time
      to
      time
      during
      the term of

    the
      Credit Agreement
      in
      its lines of business, such insurance to be carried with
      companies
      and in 

    amounts
      satisfactory to the Lender, (ii) deliver to the Lender from time
      to
      time,
      as the
      Lender

    may
      request, schedules setting forth
      all
      insurance then
      in
      effect,
      and
(iii)
      deliver
      to
      the
      Lender


    copies
      of
      each policy of insurance which replaces,
      or
      evidences
      the
      renewal
      of,
      each existing 

    policy
      of
      insurance at least fifteen (15) days prior
      to
      the expiration
      of such
      policy.  If
      required 

    pursuant
      to Section 8.07 of the Credit Agreement,
      the
      Lender shall be named as additional 

    insured
      on all liability insurance of the Borrowers
      with
      respect
      to any
      Collateral,
      and
      such

    policies
      shall contain such additional endorsements
      as
      shall be required by the Lender, including 

    the
      endorsements
      specified in Attachment
      3
      hereto.
      Prior to the occurrence
      and the continuance

    of
      an
      Event of Default, all proceeds
      of any
      property insurance (whether maintained
      by
      any 

    Borrower
      or a third party) paid as a result of any event or occurrence
      shall
      be
      paid
      to the


    Borrowers.
       All
      proceeds of any property insurance (whether maintained
      by any Borrower or a 

    third
      party)
      paid
      after
      the
      occurrence
      and
      during the continuance of an
      Event
      of Default shall be

    paid
      to
      the Lender
      to
be
      held as
      Collateral
      and
      applied
      as
      provided
      in
      the Credit Agreement
      or,
      at 

    the
      election of the Lender, returned
      to
      the Borrowers.

     

    


    5. Authorized
      Action by Lender.
      The
      Borrowers hereby irrevocably appoint the 

    Lender
      as
      its attorney-in-fact
      and agree that the
      Lender
      may
      perform (but
      the
      Lender shall not be 

    obligated
      to and
      shall incur
      no
      liability
      to
      the Borrowers or any third party for failure so to do)

    any
      act
      which the Borrowers are obligated by this
      Security Agreement
      to
      perform,
      and to


    exercise
      such rights and powers as Borrowers might
      exercise with respect to the Collateral, 

    including,
      without limitation,
      the
      right
      to (a)
      collect
      by
      legal proceedings
      or
      otherwise and

    endorse,
      receive and receipt for all dividends, interest,
      payments,
      proceeds
      and
      other sums
      and


    property
      now
      or
      hereafter payable
      on
      or
      on account
      of
      the Collateral;
      (b)
      enter into any

    extension,
      reorganization, deposit, merger,
      consolidation
      or other agreement
      pertaining to, or 

    deposit,
      surrender, accept, hold or apply other property in
      exchange
      for
      the
      Collateral;
      (c)
      insure,
      

    process,
      preserve
      and enforce
      the
      Collateral;
      (d)
      make
      any
      compromise
      or
      settlement,
      and
      take

    any
      action it deems
      advisable, with respect to the
      Collateral; (e) pay any Indebtedness of any 

    Borrower
      relating
      to
      the
      Collateral;
      (f)
      execute UCC
      financing statements
      and
      other documents,
      

    instruments
      and
      agreements
      required hereunder; (g)
      note
      any Borrower’s lien
      on
      certificates of

    title
      relating
      to
      the Collateral; provided,
      however,
      that
      the Lender
      may
      exercise such powers
      only 

    after
      the
      occurrence and during the continuance
      of an Event of Default.
      The
      Borrowers agree to

     

    


    


                                        6

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

         reimburse
      the
      Lender upon demand
      for
      all
      reasonable
      costs
      and
      expenses,
      including attorneys’

        fees,
      that
      the Lender may
      incur
      while acting as the
      Borrowers’ attorney-in-fact
      hereunder, all of 

        which
      costs
      and expenses are included in the Obligations. The
      Borrowers agree
      that such
      care
      as

        the Lenders gives to the safekeeping
      of
      its own property of like kind shall constitute reasonable
      

        care
      of the
      Collateral
      when
      in
      the Lender’s
      possession; provided,
      however,
      that
      Lender shall not

        be
      required
      to make
      any
      presentment,
      demand
      or protest,
      or give any notice and need not take any 

        action
      to
      preserve any rights against
      any prior party or any other
      Person in connection with

        the
      Obligations
      or
      with respect
      to
      the Collateral.

    


    6. Default
      and Remedies.
       The
      Borrowers shall be deemed
      in
      default under this

    Security
      Agreement
      upon
      the occurrence and during the
      continuance of an Event of Default, as

    that
      term is
      defined
      in
      the
      Credit
      Agreement.
      In addition
      to all other rights and remedies
      granted

    to
      the
      Lender
      by this
      Security
      Agreement,
      the
      Credit Agreement,
      the other
      Loan
      Documents,
      the

    UCC
      and
      other
      applicable Governmental Rules, the Lender may,
      upon
the
      occurrence and during 

    the
      continuance of any Event of Default, exercise
      any
      one or more of the following rights and 

    remedies:
      (a) collect, receive, appropriate
      or realize upon the Collateral
      or
      otherwise foreclose
      or 

    enforce
      the
      Lender’s security
      interests
      in any
      or all
      Collateral
      in
      any manner
      permitted
      by

    applicable
      Governmental
      Rules or in this Security
      Agreement;
      (b)
      notify
      any
      or all Account

    Debtors
      to make
      payments
      on
      Receivables directly to
      the
      Lender;
      (c)
direct
      any
      Depositary
      Bank

    or
      Intermediary
      to
      liquidate
      the
      account(s)
      maintained
      by it, pay all amounts
      payable
      in

    connection
      therewith to the Lender and/or deliver any
      proceeds thereof to the Lender; (d) sell or 

    otherwise
      dispose of any or all Collateral
      at one or more
      public or private sales, whether or not 

    such
      Collateral is present
      at
      the place
      of
      sale, for cash or credit or future delivery, on such
      terms
      

    and
      in
      such manner
      as
      the Lender may
      determine;
      (e)
      require the Borrowers to assemble
      the

    Collateral
      and make
      it
      available
      to the
      Lender at a place to be
      designated by
      the
      Lender;
      (f)
      enter 

    onto
      any
      property where any Collateral is located
      and
      take possession thereof
      with
      or without 

    judicial
      process; and (g) prior to the
      disposition of the Collateral, store, process, repair or 

    recondition
      any Collateral consisting of goods, or otherwise
      prepare and preserve Collateral for 

    disposition
      in any manner
      and to
      the extent the Lender
      deems
      appropriate. In furtherance of the 

    Lender’s
      rights hereunder, the Borrowers hereby grant to the Lender
      an
      irrevocable, non-

    exclusive
      license (exercisable
      without
      royalty or other payment
      by
      the Lender) to use, license or 

    sublicense
      any patent, trademark,
      tradename,
      copyright or
      other
      intellectual
      property in which

    any
      Borrower now or hereafter has any
      right, title or interest, together
      with the right of access
      to

    all
      media
      in
      which any of the foregoing may
      be
      recorded or stored. In any case where notice of 

    any
      sale
      or disposition of any
      Collateral is required,
      the Borrowers hereby
      agree
      that seven (7) 

    days
      notice of such sale or disposition
      is reasonable.

     

    


    7. Miscellaneous.

     

    


    (a) Notices.
      Except
      in the case of notices and other communications

    expressly
      permitted
      to
      be given by telephone, all notices
      and other communications provided
      for 

    herein
      shall be in writing and shall be delivered by hand or overnight
      courier service, mailed
      by


    certified
      or registered mail
      or sent
      by
      telecopy, as follows:

    


    (i) if
      to any
      Borrower, to it at 1325 Airmotive Way,
      Reno,
      NV 89502-

    3239,
      Attention: Rocky Wardrip (Facsimile
      No.
      (775) 688-6338), with a copy to 2727 N. Central

    Avenue,
      Phoenix, AZ 85004, Attention: Jennifer Settles
      (Facsimile
      No.
      (602) 263-6173); and

     

    


    


                                        7

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    (ii) if to
      the
      Lender,
      to
      it at
      4 World
      Financial Center,
      10th
      Floor, New

    York,
      NY
      10080, Attention: Jeffrey
      Cohen (Facsimile
      No.
      (212) 449-9015).

    


    Any
      party
      hereto may
      change
      its address or telecopy number
      for
      notices and other 

    communications
      hereunder by notice to the other
      parties
      hereto. All notices and other 

    communications
      given to any party hereto
      in
      accordance with the provisions of this Agreement

    shall
      be
      deemed
      to
      have been given on the date of receipt.

    


    (b) Waivers;
      Amendments.
      No
      failure or delay by the Lender in exercising any 

    right
      or
      power hereunder or under
      any
      other Loan Document
      shall
      operate as a waiver

    thereof,
      nor shall any single or partial
      exercise of any such right or power, or any abandonment

    or
      discontinuance of steps to enforce such a right
      or
      power, preclude any other or further exercise 

    thereof
      or the
      exercise of any
      other
      right or power. The rights and remedies
      of
      the Lender

    hereunder
      and under the other Loan Documents
      are
      cumulative
      and are not exclusive of any 

    rights
      or
      remedies
      that they would otherwise have.
      No
      waiver of any provision of any Loan 

    Document
      or
      consent to any departure
      by any Loan Party therefrom shall
      in
      any event be 

    effective
      unless the same shall
      be
      permitted
      by
      paragraph (b) of this Section, and then such
      

    waiver
      or
      consent
      shall
      be
      effective
      only
      in
      the
      specific
      instance
      and
      for the
      purpose
      for which 

    given.
      Without
      limiting
      the
      generality of the foregoing,
      the making
      of
      a Loan shall not be

    construed
      as a waiver of any Default,
      regardless of whether the Lender may
      have
      had notice or 

    knowledge
      of such Default
      at
      the time.

    


    Neither
      this Agreement
      nor
      any other Loan Document
      nor
      any provision hereof or 

    thereof
      may
      be
      waived, amended
      or
      modified except, in
      the
case
      of this
      Agreement,
      pursuant to

    an
      agreement
      or
      agreements
      in
      writing
      entered into
      by
      the Borrowers and the Lender or, in the 

    case
      of
      any other Loan Document,
      pursuant to an agreement
      or
      agreements
      in
      writing
      entered


    into
      by
      the Loan Party or Loan Parties that
      are
      parties
      thereto
      with
      the consent
      of the
      Lender.

    


    (c) Successors
      and Assigns.
      The
      provisions of this Agreement
      shall
      be 

    binding
      upon and inure to the benefit of the parties
      hereto
      and their respective
      successors
      and

    assigns
      permitted
      hereby,
      except
      that
      a
      Borrower may
      not
      assign
      or
      otherwise
      transfer
      any
      of its
      

    rights
      or
      obligations hereunder without the prior written consent of the Lender
      (and any

    attempted
      assignment
      or
      transfer by a Borrower without such consent shall be null and void).


    Nothing
      in this Agreement,
      expressed or implied,
      shall be construed to confer upon any Person

    (other
      than the parties hereto, their
      respective successors
      and
      assigns permitted
      hereby
      and, to
      the 

    extent
      expressly contemplated hereby,
      the
      Related Parties of the Lender) any legal or equitable

    right,
      remedy
      or
      claim under
      or
      by reason of this Agreement.

    


    (i) The
      Lender may,
      without the consent of the Borrowers, assign all 

    or
      a
      portion of its rights and obligations
      under this Agreement;

    


    (ii) The
      Lender may
      at any
      time
      pledge
      or assign a security
      interest
      in

    all
      or
      any portion of its rights under this Agreement
      to
      secure obligations of the Lender,

     including
      any pledge or assignment
      to
      secure obligations to a Federal Reserve Bank, and this

    Section
      shall not apply to any such pledge or
      assignment
      of a
      security interest; provided that
      no


    such
      pledge or assignment
      of a
      security interest shall release the Lender from any
      of
      its

    obligations
      hereunder or substitute any
      such
      pledgee or assignee for the Lender as a party hereto.

    


    


     

                                        8

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    



     

    (d) Severability.
      Any
      provision of this Agreement
      held to
      be invalid,
      illegal

    or
      unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
      to the extent of 

    such
      invalidity,
      illegality or
      unenforceability
      without
      affecting the
      validity, legality
      and

    enforceability
      of the remaining provisions
      hereof; and
      the
      invalidity
      of a
particular
      provision
      in
      a 

    particular
      jurisdiction shall not
      invalidate such provision
      in any
      other jurisdiction.

    


    (e) Survival.
      All
      covenants, agreements,
      representations and warranties made

    by
      the
      Loan Parties in the
      Loan
      Documents
      and
      in the
      certificates
      or
other instruments delivered

    in
      connection with or pursuant to this Agreement
      or
      any other Loan Document
      shall
      be 

    considered
      to have been relied upon by the other parties hereto and shall
      survive the execution 

    and
      delivery of the Loan Documents
      and
      the making
      of
      any Loans, regardless of any

    investigation
      made
      by
      any such other party or on its
      behalf and notwithstanding that the Lender 

    may
      have
      had
      notice
      or knowledge of any Default or incorrect representation or warranty at the
      

    time
      any
      credit is extended hereunder,
      and
      shall continue in full force and effect as long as the 

    principal
      of or any accrued interest on any Loan or any fee or any other amount payable
      under this 

    Agreement
      is
      outstanding and unpaid and so long
      as
      the Commitments
      have
      not expired or

    terminated.

    


    (f) Borrowers’ Continuing Liability.
      Notwithstanding
      any provision of this

    Security
      Agreement
      or
      any other Loan Document or
      any
      exercise by the Lender of any of its

    rights
      hereunder or thereunder (including,
      without limitation,
      any right
      to
      collect or enforce any

    Collateral),
      (i)
      the
      Borrowers
      and
      their
      Subsidiaries
      shall
      remain
      liable to perform their

    obligations
      and duties in connection
      with
      the Collateral and (ii) the Lender shall not assume
      any


    liability
      to
perform such
      obligations
      and
      duties or
      to
      enforce any of the Borrowers’ rights in 

    connection
      with the Collateral.

    


    (g) Governing Law.
      THIS
      AGREEMENT
      SHALL
      BE CONSTRUED
      IN


    ACCORDANCE
      WITH
      AND
      GOVERNED
      BY THE
      LAW OF THE STATE
      OF
      NEW
      YORK.

    


    (i) Each
      Borrower hereby irrevocably
      and
      unconditionally submits,

    for
      itself and its property, to the nonexclusive jurisdiction of the
      Supreme
      Court
      of the State of 

    New
      York
      sitting in New York County and of the United States District Court
      of
      the Southern
      

    District
      of New York, and any appellate court from
      any
      thereof, in any action or proceeding 

    arising
      out of or relating to any Loan Document,
      or
      for recognition
      or enforcement
      of
      any 

    judgment,
      and
      each of the parties hereto hereby irrevocably
      and unconditionally
      agrees
      that
      all 

    claims
      in
      respect of any such action or proceeding may
      be
      heard and determined
      in
      such New 

    York
      State or,
      to
      the
      extent
      permitted
      by
      law, in such
      Federal
      court.
      Each of the
      parties hereto 

    agrees
      that a final judgment in any such
      action
      or proceeding
      shall
      be conclusive and may
      be


    enforced in other jurisdictions by
      suit
      on the judgment
      or in
      any other manner
      provided by law. 

    Nothing
      in this Agreement
      or
      any other Loan Document
      shall
      affect any
      right
      that the Lender

    may
      otherwise have to bring any action or proceeding relating to this
      Agreement
      or
      any other

    Loan
      Document
      against any Borrower or its properties in the courts of any
      jurisdiction.

    


    (ii) Each
      Borrower hereby irrevocably and
      unconditionally waives, 

    to
      the
fullest
      extent
      it
may
      legally and effectively
      do
      so, any objection which it may
      now
      or

    hereafter
      have to the laying
      of
      venue
      of
      any suit, action or
      proceeding
      arising
      out
      of or relating
      to


    this
      Agreement
      or
      any other Loan Document
      in any
      court
      referred to in subparagraph (g)(i) of

    


    


     

                                        9

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    



     

                    this
      Section.
       Each
      of the
      parties hereto
      hereby irrevocably
      waives,
      to
      the fullest
      extent
      permitted

                    by
      law, the defense
      of an inconvenient forum to
      the
maintenance
      of such action or proceeding in 

                    any
      such
      court.

    


    (iii) Each
      Borrower
      hereby irrevocably
      agrees
      that service of process in 

    any
      such
      action or proceeding may
      be
      effected by mailing
      a
      copy thereof by registered or

    certified
      mail
      (or
      any substantially
      similar
      form of mail),
      postage prepaid, to such Borrower at its 

    address
      set forth in Section 7(a) or at such other
      address of which the Lender
      shall have been 

    notified
      pursuant
      thereto.
       Nothing
      in this Agreement
      or
      any other
      Loan
      Document
      will
      affect
      the


    right
      of any
      party
      to this Agreement
      to
      serve
      process
      in
      any other
      manner
      permitted
      by law.

    


    (h) WAIVER
      OF
      JURY
      TRIAL.
      EACH
      PARTY
      HERETO
      HEREBY

    WAIVES,
      TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT

    IT
      MAY
      HAVE TO
      A TRIAL
BY
      JURY IN
      ANY LEGAL PROCEEDING
      DIRECTLY
      OR


    INDIRECTLY
      ARISING OUT OF OR RELATING
      TO
THIS
      AGREEMENT,
      ANY
      OTHER 

    LOAN
      DOCUMENT OR THE TRANSACTIONS
      CONTEMPLATED
      HEREBY
      (WHETHER
      

    BASED
      ON
      CONTRACT,
      TORT
      OR ANY OTHER THEORY). THE BORROWER

    CERTIFIES THAT
      NO
      REPRESENTATIVE,
      AGENT OR ATTORNEY
      OF ANY OTHER
      

    PARTY
      HAS
      REPRESENTED,
      EXPRESSLY
      OR
      OTHERWISE,
      THAT
      SUCH
      OTHER
      

    PARTY
      WOULD
      NOT,
      IN THE
EVENT
      OF LITIGATION,
      SEEK TO ENFORCE THE 

    FOREGOING WAIVER.

    


    (i) Headings.
      Section
      and subsection headings used herein are for 

    convenience
      of reference only, are not part of this Agreement
      and
      shall not affect the 

    construction
      of, or be taken into consideration
      in interpreting, this Agreement.

    


    (j) Joint
      and Several Liability
      of Borrowers.
      Each
      Borrower acknowledges 

    and
      agrees that, whether or not specifically indicated as such in a Loan
      Document,
      all

    Obligations
      shall be
      joint
      and
      several Obligations of
      each
      individual Borrower,
      and
      in 

    furtherance
      of such joint and several Obligations, each
      Borrower
      hereby irrevocably and 

    unconditionally
      guarantees the payment
      of
      all Obligations
      of each other Borrower.  Each
      

    Borrower
      hereby acknowledges
      and agrees
      that such
      Borrower
      shall
be
      jointly
      and severally
      

    liable
      to
      the Lender for all representations, warranties, covenants
      and, obligations and 

    indemnities
      of the
      Borrowers hereunder.

    


    [Signature
      Page
      Follows]

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


     

                                        10

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    



    


    



                                        

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

                                  ATTACHMENT
        1

                      To
        Security Agreement

    

     

    


    COLLATERAL
      DESCRIPTION

     

    


    All
      right,
      title
      and interest
      of the
      Borrowers,
      whether now owned or hereafter acquired, in

    and
      to
      the following:

    


    (a) All
      equipment
      as
      defined in
      the
      UCC listed on the accompanying
      Vehicle

    Schedule,
      as the same
      may be
      updated from time
      to
      time
      pursuant to the Credit Agreement,
      

    including,
      without limitation,
      all Vehicles,
      together
      with
      all additions
      and accessions
      thereto and 

    replacements
      therefor (collectively,
      the “Equipment”);

    


    (b) All
      inventory
      as
      defined in the UCC listed on the accompanying
      Vehicle 

    Schedule,
      as the same
      may be
      updated from time
      to
      time
      pursuant to the Credit Agreement,
      

    including,
      without limitation,
      all Vehicles,
      together
      with
      all additions
      and accessions
      thereto,

    replacements
      therefor, products thereof and documents
      therefor (collectively,
      the “Inventory”);

    


    (c) All
      amounts
      receivable with respect to sales of Vehicles to third parties (the

    “Receivables”);
      and

    


        All
      Proceeds
      of the
      foregoing (including,
      without
      limitation,
      whatever is receivable or
      received 

        when
      Collateral or proceeds is sold, collected,
      exchanged, returned, substituted or otherwise 

        disposed
      of,
      whether such disposition is voluntary
      or
      involuntary, including rights to payment

        and
      return
      premiums
      and
      insurance proceeds under
      insurance
      with respect
      to
      any Collateral,
      and

        all
      rights to
      payment
      with
      respect
      to any
      cause of action
      affecting
      or
      relating to the Collateral).

     

    
 

    


    


    


    


    


    



     

    


     

    [1]-1

    



     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

                                  ATTACHMENT
        2

                      To
        Security Agreement

    

     

    [Reserved]

     

    


    


    


    
 

    


    


    


    


    



     

    


     

    [2]-1

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

                                ATTACHMENT
      3

                    To
      Security Agreement

     

    INSURANCE
      AND

     

    


    INSURANCE
      ENDORSEMENTS

     

    


    If
      required pursuant
      to Section 8.07 of the Credit
      Agreement,
      each
      of the liability
      insurance

    policies
      of the Borrowers shall contain substantially
      the following endorsements:

    


    (a) Merrill
      Lynch Commercial
      Finance
      Corp. (the “Lender”)
      shall
      be named
      as


    additional insured.

    


    (b) In
      respect
      of the
      interests of the
      Lender in the policies, the insurance
      shall
      not

    be
      invalidated by any action or by inaction of any Borrower or by any Person having
      

    temporary
      possession of the property covered thereby (the “Property”)
      while
      under contract

    with
      any
      Borrower to perform maintenance,
      repair,
      alteration or similar
      work
      on
      the Property,
      

    and
      shall
      insure
      the
      interests of the Lender regardless
      of
      any breach
      or
      violation of any

    warranty,
      declaration or condition contained in the insurance policy by any Borrower
      or
      the

    Lender
      or
      any
      other
      additional
      insured
      (other
      than by
      such
      additional
      insured,
      as to
      such

    additional
      insured) or by any Person having temporary
      possession
      of the
      Property while under

    contract
      with any Borrower to perform
      maintenance,
      repair, alteration or similar
      work
      on the 

    Property.

    


    (c) If
      the
      insurance policy is cancelled
      for any reason whatsoever, or substantial 

    change
      is
made
      in
      the coverage that affects the interests of the
      Lender, or if the insurance 

    coverage
      is allowed to lapse for non-payment
      of premium,
      such
      cancellation, change or lapse 

    shall
      not
      be effective as to the Lender for 30 days
      (or
      10 days in the case of non-payment
      of


    premium)
      after
      receipt by
      the
      Lender of written notice
      from the
      insurer of such cancellation, 

    change
      or
      lapse.

    


    (d) The
      Lender shall not have any obligation
      or
      liability
      for
      premiums,
      

    commissions,
      assessments,
      or
      calls in
      connection with the insurance.

    


    (e) The
      insurer shall waive any rights of set-off or counterclaim or
      any
      other 

    deduction,
      whether by attachment
      or
      otherwise,
      that
      it may
      have
      against the Lender.

    


    (f) The
      insurance shall be primary
      without
      right of contribution from any
      other


    insurance
      that may
      be
      carried by the Lender with respect
      to
      its interests
      in
      the Property.

     

    


    (g) The
      insurer
      shall
      waive
      any
      right
      of
      subrogation against the Lender.

    


    (h) All
      provisions of the insurance, except the
      limits
      of liability,
      shall
      operate
      in


    the
      same
      manner
      as
      if there
      were
      a separate
      policy covering each insured party.

    


    


    


    


    


    


    


     

    


     

    



     

    


    [3]-
      1

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


                                ATTACHMENT
      4

    To
      Security Agreement

    


    VEHICLE
      SCHEDULE

     

    


    


    


    


    [Intentionally
      omitted.
      Electronic
      file delivered to Lender
      at
Closing.]

     

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    



     

    


    [4]-1

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


                                ATTACHMENT
      5

                    To
      Security Agreement

    


    SCHEDULE
      OF PRIOR NAMES,
      TRADE NAMES, PRIOR
      CORPORATE

    STRUCTURES,
      ETC.

     

    


    


    


    
      	
               

              COMPANY

            	
               

              FORMER
                NAMES

               

              (1998 -
                Present)

            	
               

              CHANGES TO
                CORPORATE
                STRUCTURE

              (1998 - Present)

            	
               

              FICTITIOUS
                NAMES

              (1998 - Present)

            
	
               

              U-Haul International, Inc.

            	
               

              None

            	
               

              None

            	
               

              None

            
	
               

              U-Haul
                Leasing & Sales Co.

            	
               

              None

            	
               

              None

            	
               

              None

            
	
               

              U-Haul
                Co. of Arizona

            	
               

              None

            	
               

              None

            	
               

              U-Haul Co.
                of
                Southern
                Arizona

               U-Haul Co.
                of
                 Western
                Arizona
                

              U-Haul Co.
                of
                Eastern Arizona

            


    

    


    


    


     


     

    


    [5]-1