Supplement Cargo Van/Pick up Truck


            

    Execution
      Copy


    ___________________________________________

    


     

    U-HAUL
      S
      FLEET, LLC,

     

    2007
      BE-1, LLC,

     

    and

     

    2007
      BP-1, LLC,

     

    as
      Co-Issuers

     

    and

     

    U.S.
      BANK
      NATIONAL ASSOCIATION,

     

    as
      Trustee

     

    _____________________

     

    SERIES
      2007-1 SUPPLEMENT

     

    dated
      as
      of June 1, 2007

     

    to

     

    CARGO
      VAN/PICK-UP TRUCK BASE INDENTURE

     

    dated
      as
      of June 1, 2007

     

    ___________________________________________

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    



    TABLE
      OF CONTENTS

     

    ARTICLE
      I
      DEFINITIONS

     

     

    ARTICLE
      II SERIES 2007-1 COLLECTIONS

     

    Section
      2.1 Interest
      Reserve Account

    Section
      2.2 DSCR
      Deficiency Account

    Section
      2.3 Pre-Funding
      Period Interest Deficiency Account

    Section
      2.4 Residual
      Loss Cash Trap Account

    Section
      2.5 Payment
      Account

    Section
      2.6 Investment
      of Funds in the Cargo Van/Pick-Up Truck Collection Account and the Cargo
      Van/Pick-Up Truck Purchase Account

    Section
      2.7 Deposits
      to the Interest Reserve Account, Cargo Van/Pick-Up Truck Collection Account,
      the
      Cargo Van/Pick-Up Truck Purchase Account and the Pre-Funding Period Interest
      Deficiency Account

    Section
      2.8 Cargo
      Van/Pick-Up Truck Purchase Account

    Section
      2.9 Withdrawals
      from the Interest Reserve Account; Demands on the Surety Bond; and Interest
      Shortfall Amount

    Section
      2.10 Monthly
      Application of Total Available Funds

    Section
      2.11 Payment
      of Monthly Interest Payment, Monthly Contingent Additional Interest Payment
      and
      Premium

    Section
      2.12 Payment
      of Note Principal

    Section
      2.13 Administrator’s
      Failure to Instruct the Trustee to Make a Deposit or Payment

    Section
      2.14 Trustee
      as Securities Intermediary

     

    ARTICLE
      III RAPID AMORTIZATION EVENTS

     

     

    ARTICLE
      IV FORM OF SERIES 2007-1 NOTES

     

    Section
      4.1 Initial
      Issuance of Series 2007-1 Notes

    Section
      4.2 Restricted
      Global Series 2007-1 Notes

    Section
      4.3 Temporary
      Global Series 2007-1 Notes; Permanent Global Series 2007-1 Notes

    Section
      4.4 Definitive
      Notes

    Section
      4.5 Transfer
      and Exchange

    Section
      4.6 Legending
      of Notes

     

    ARTICLE
      V
      GENERAL

     

    Section
      5.1 Optional
      Prepayment

    Section
      5.2 Optional
      Prepayment of Permitted Notes

    Section
      5.3 Information

    Section
      5.4 Exhibits

    Section
      5.5 Ratification
      of the Base Indenture

    Section
      5.6 Counterparts

     

    
      
        
        

      

      
        i

        
          

        

      

      
        
        

      

    

    Section
      5.7 Governing
      Law

    Section
      5.8 Amendments

    Section
      5.9 Discharge
      of the Indenture

    Section
      5.10 Notice
      to
      the Surety Provider and the Rating Agencies

    Section
      5.11 Surety
      Provider Deemed Enhancement Provider and Secured Party

    Section
      5.12 Third
      Party Beneficiary

    Section
      5.13 Effect
      of
      Payments by the Surety Provider

    Section
      5.14 Subrogation

    Section
      5.15 Prior
      Notice by Trustee to the Surety Provider

    Section
      5.16 Termination
      of Series Supplement

    Section
      5.17 Entire
      Agreement

    


    


     


    
      
        
          


        

        ii

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    SERIES
      2007-1 SUPPLEMENT, dated as of June 1, 2007 (this “Series
      Supplement”),
      among
      U-HAUL S FLEET, LLC, a special purpose limited liability company established
      under the laws of Nevada, 2007 BE-1, LLC, a special purpose limited liability
      company established under the laws of Nevada, and 2007 BP-1, LLC, a special
      purpose limited liability company established under the laws of Nevada, as
      co-issuers (each an “Issuer”
and
      collectively, the “Issuers”),
      and
      U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee
      (in
      such capacity, and together with its successors in trust thereunder as provided
      in the Base Indenture referred to below, the “Trustee”)
      and
      securities intermediary, to the Cargo Van/Pick-Up Truck Base Indenture, dated
      as
      of the date hereof, among the Issuers and the Trustee (as amended, modified,
      restated or supplemented from time to time, exclusive of Series Supplements
      creating a new Series of Notes, the “Base
      Indenture”).

     

     

    PRELIMINARY
      STATEMENT

     

    WHEREAS,
      Sections
      2.4
      and
13.1
      of the
      Base Indenture provide, among other things, that the Issuers and the Trustee
      may
      at any time and from time to time enter into a Series Supplement to the Base
      Indenture for the purpose of authorizing the issuance of a Series of
      Notes;

     

     

    NOW,
      THEREFORE, the parties hereto agree as follows:

     

     

    DESIGNATION

     

    There
      is
      hereby created a Series of Notes to be issued pursuant to the Base Indenture
      and
      this Series Supplement, and such Series of Notes shall be designated as the
      Series 2007-1 5.404% Cargo Van/Pick-Up Truck Asset Backed Notes. The Series
      2007-1 Notes shall be issued in minimum denominations of $100,000 and integral
      multiples of $1,000 in excess thereof. The Series 2007-1 Notes shall be joint
      and several obligations of the Issuers.

     

    The
      net
      proceeds from the sale of the Series 2007-1 Notes shall be applied in accordance
      with Section
      2.7.
      

     

     

    ARTICLE
      I  

     

     

    DEFINITIONS

     

    (a)  All
      capitalized terms not otherwise defined herein are defined in the Definitions
      List attached to the Base Indenture as Schedule
      I
      thereto.
      All Article, Section, Subsection or Exhibit references herein shall refer to
      Articles, Sections, Subsections or Exhibits of this Series Supplement, except
      as
      otherwise provided herein. Unless otherwise stated herein, as the context
      otherwise requires or if such term is otherwise defined in the Base Indenture,
      each capitalized term used or defined herein shall relate only to the Series
      2007-1 Notes and not to any other Series of Notes issued by any Issuer. In
      the
      event that a term used herein shall be defined both herein and in the Base
      Indenture, the definition of such term herein shall govern.

     

    (b)  The
      following words and phrases shall have the following meanings with respect
      to
      the Series 2007-1 Notes:

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Additional
      Interest”
is
      defined in Section
      2.9(e).
      

     

    “Affiliate
      Sale Truck”
means,
      with respect to any Monthly Period, any cargo van or pick-up truck sold by
      an
      Affiliate of a Cargo Van/Pick-Up Truck SPV to a third party during such Monthly
      Period, which cargo van or pick-up truck was purchased by such Affiliate from
      a
      Cargo Van/Pick-Up Truck SPV pursuant to Section
      4.3
      of the
      SPV Fleet Owner Agreement solely to facilitate such sale to such third party;
      provided
      that,
      solely for purposes of calculating the Residual Loss Rate, (x) the Disposition
      Proceeds with respect to any such cargo van or pick-up truck shall equal the
      proceeds from such sale to such third party and (y) the Assumed Asset Value
      of
      any such cargo van or pick-up truck shall be calculated as if such cargo van
      or
      pick-up truck was owned by a Cargo Van/Pick-Up Truck SPV as of the date of
      such
      sale to such third party.

     

     

    “Aggregate
      Note Balance”
means,
      when used with respect to any date, an amount equal to the Outstanding Principal
      Amount plus
      the sum
      of (a) the amount of any principal payments made to the Series 2007-1
      Noteholders on or prior to such date with the proceeds of a demand on the Surety
      Bond and (b) the amount of any principal payments made to Series 2007-1
      Noteholders that have been rescinded or otherwise returned by the Series 2007-1
      Noteholders for any reason. 

     

    “Applicable
      Procedures”
is
      defined in Section
      4.5(a)(iii).

     

    “Available
      DSCR Deficiency Account Amount”
means,
      as of any Payment Date, the amount on deposit in the DSCR Deficiency Account
      (after giving effect to any deposits thereto on such Payment Date).

     

     

    “Available
      Funds”
means,
      for any Payment Date, an amount equal to the sum of (a) Series 2007-1
      Collections for such Payment Date and (b) any payments by any Permitted Note
      Issuance SPV pursuant to a Permitted Note Issuance SPV Limited Guarantee on
      such
      Payment Date in respect of the Series 2007-1 Notes or this Series
      Supplement.

     

     

    “Available
      Interest Reserve Account Amount”
means,
      as of any Payment Date, the amount on deposit in the Interest Reserve Account
      (after giving effect to any deposits thereto and withdrawals and releases
      therefrom on such Payment Date). 

     

     

    “Available
      Pre-Funding Period Interest Deficiency Account Amount”
means,
      as of any Payment Date, the amount on deposit in the Pre-Funding Period Interest
      Deficiency Account. 

     

     

    “Available
      Residual Loss Cash Trap Account Amount”
means,
      as of any Payment Date, the amount on deposit in the Residual Loss Cash Trap
      Account.

     

    “Capped
      Trustee’s Expenses”
means,
      (x) as of any Payment Date prior to the occurrence and continuation of a Rapid
      Amortization Event or Event of Default, the lesser of (i) the excess of $100,000
      over the aggregate amount of fees, expenses and indemnities (other than the
      Trustee Fee) that have been paid to the Trustee pursuant to Section
      2.10
      on each
      preceding Payment Date in the same calendar year as such Payment Date and (ii)
      the sum of fees, expenses and indemnities (other than the Trustee Fee) payable
      to the Trustee under the Indenture as of 

    
      
        
        

      

      
        2

        
          

        

      

      
        
        
such
        Payment Date and (y) as of any Payment Date following the occurrence and
        during
        the continuation of a Rapid Amortization Event or Event of Default, the lesser
        of (i) the excess of $500,000 over the aggregate amount of fees, expenses
        and
        indemnities (other than the Trustee Fee) that have been paid to the Trustee
        pursuant to Section
        2.10
        on each
        preceding Payment Date in the same calendar year as such Payment Date and
        (ii)
        the sum of fees, expenses and indemnities (other than the Trustee Fee) payable
        to the Trustee under the Indenture as of such Payment Date.

    

     

    “Cash
      Collateral Amount”
means,
      as of any date of determination, the Initial Cash Collateral Amount,
plus
      the
      amount of each deposit made on or prior to such date to the Cargo Van/Pick-Up
      Truck Purchase Account pursuant to paragraph
      (ix)
      of
Section
      2.10,
      minus
      the
      amount of each withdrawal made on or prior to such date from the Cargo
      Van/Pick-Up Truck Purchase Account pursuant to Section
      2.8(a)
      or
Section
      2.8(c).
      

     

    “Contingent
      Additional Interest Shortfall Amount”
is
      defined in Section
      2.9(e).

     

    “Controlling
      Party”
means
      (i) so long as no Surety Default has occurred and is continuing, the Surety
      Provider and (ii) for so long as a Surety Default is continuing, the Required
      Noteholders. 

     

    “Cumulative
      Interest Reserve Account Withdrawal Amount”
means,
      as of any Payment Date, the excess, if any, of (i) the sum of the amounts
      withdrawn from the Interest Reserve Account on each prior Payment Date pursuant
      to Section
      2.9(a)
      over
      (ii) the sum of the amounts deposited into the Interest Reserve Account on
      each
      prior Payment Date pursuant to paragraph
      (viii)
      of
Section
      2.10.

     

    “Deficiency”
is
      defined in Section
      2.9(a).
      

     

    “DSCR
      Deficiency Account”
is
      defined in Section
      2.2(a).

     

    “DSCR
      Deficiency Account Collateral”
is
      defined in Section
      2.2(d).
      

     

    “DSCR
      Deficiency Event”
means,
      as of any Determination Date on or after the fourth Determination Date after
      the
      Series 2007-1 Closing Date, that the Six-Month DSCR for such Determination
      Date
      is less than the Required Six-Month DSCR; provided
      that
      such DSCR Deficiency Event will continue to exist until the earlier of (i)
      the
      Determination Date on which the Six-Month DSCR and the Six-Month DSCR for the
      two preceding Determination Dates each exceed the Required Six-Month DSCR with
      respect to each such Determination Date and (ii) the Determination Date on
      which
      (x) the Six-Month DSCR exceeds the Required Six-Month DSCR and (y) the One-Month
      DSCR exceeds 1.7.

     

    “Excess
      Pre-Funding Period Interest Deficiency Account Amount”
means,
      as of any Payment Date, the excess, if any, of (x) the Available Pre-Funding
      Period Interest Deficiency Account Amount as of such Payment Date (after giving
      effect to the withdrawal of the Pre-Funding Period Interest Deficiency Amount
      on
      such Payment Date) over (y) the Required Pre-Funding Period Interest Deficiency
      Account Amount for such Payment Date.

     

    “Excess
      Residual Loss Cash Trap Account Amount”
is
      defined in Section
      2.4(e).

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    “Financial
      Assets”
is
      defined in Section
      2.14(b)(i).

     

    “Funded
      Truck”
means
      any Cargo Van or Pick-Up Truck listed on Schedule
      2.7(a)
      or any
      Cargo Van or Pick-Up Truck funded on a Funding Date pursuant to Section
      2.8(a).

     

    “Funding
      Date”
means
      any date during the Series 2007-1 Revolving Period on which funds are released
      from the Cargo Van/Pick-Up Truck Purchase Account in order to fund the
      acquisition of a Cargo Van or Pick-Up Truck by a Cargo Van/Pick-Up Truck SPV
      pursuant to Section
      2.8(a).
      

     

    “Funding
      Percentage”
means,
      for any Determination Date, the percentage equivalent of a fraction, (i) the
      numerator of which is equal to the Pre-Funded Amount as of the last day of
      the
      Related Monthly Period (after giving effect to any deposits into and withdrawals
      from the Cargo Van/Pick-Up Truck Purchase Account on such date) (or, in the
      case
      of the initial Determination Date following the Series 2007-1 Closing Date,
      the
      Initial Cash Collateral Amount), and (ii) the denominator of which is equal
      to
      the Discounted Aggregate Asset Amount as of the immediately preceding
      Determination Date (or, in the case of the initial Determination Date following
      the Series 2007-1 Closing Date, as of the Series 2007-1 Closing
      Date).

     

    “Initial
      Aggregate Note Balance”
means
      the aggregate initial principal amount of the Series 2007-1 Notes, which is
      $86,600,000.

     

    “Initial
      Cash Collateral Amount”
means
      $51,817,752.

     

    


    “Initial
      Pre-Funding Period Interest Deficiency Account Amount”
means
      $148,337.

     

    “Insurance
      Agreement”
means
      the Insurance Agreement, dated as of the date hereof, among the Surety Provider,
      the Trustee, UHI, the Nominee Titleholder and each Issuer.

     

    “Insured
      Obligations”
is
      defined in the Surety Bond.

     

    “Interest
      Reserve Account”
is
      defined in Section
      2.1(a).

     

    “Interest
      Reserve Account Collateral”
is
      defined in Section
      2.1(d).

     

    “Interest
      Reserve Account Surplus”
means,
      as of any Payment Date, (i) the excess, if any, of the Available Interest
      Reserve Account Amount over the Required Interest Reserve Account Amount or
      (ii)
      following the occurrence of an Event of Default or a Rapid Amortization Event,
      zero.

     

    “Interest
      Shortfall Amount”
is
      defined in Section
      2.9(e).

     

    “Maximum
      Cash Collateral Amount”
means,
      as of any Determination Date, the product of (x) 20% and (y) the Aggregate
      Asset
      Amount as of such Determination Date.

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    “Maximum
      Pre-Funding Period Interest Deficiency Account Amount”
means,
      for any Payment Date, the product of (a) the excess of (i) the Series 2007-1
      Note Rate over (ii) 4.50%, (b) the Pre-Funded Amount as of the last day of
      the
      Related Monthly Period and (c) a fraction, the numerator of which is the number
      of months from such Payment Date to the September 2007 Payment Date and the
      denominator of which is 12.

     

    “Maximum
      Residual Loss Cash Trap Account Amount”
means,
      as of any Residual Loss Cash Trap Payment Date, the product of (i) the Residual
      Loss Rate with respect to the immediately preceding Residual Loss Test
      Determination Date and (ii) the Aggregate Assumed Asset Value as of the
      immediately preceding Determination Date.

     

    “Monthly
      Advance Reimbursement Amount”
means,
      for any Payment Date, the excess of (i) the aggregate amount of Monthly Advances
      made by the Fleet Manager prior to such Payment Date over (ii) the aggregate
      amount of payments made to the Fleet Manager pursuant to paragraph
      (i)
      of
Section
      2.10
      prior to
      such Payment Date. 

     

    “Monthly
      Contingent Additional Interest Payment”
is
      defined in clause
      (2)
      of
paragraph
      (xiv)
      of
Section
      2.10.

     

    “Monthly
      Interest Payment”
is
      defined in paragraph
      (iv)
      of
Section
      2.10.
      

     

    “Optional
      Prepayment Amount”
means,
      on any Payment Date, the principal amount of the Series 2007-1 Notes being
      prepaid on such Payment Date pursuant to Section
      5.1.

     

    “Optional
      Prepayment Premium”
means,
      with respect to any Optional Prepayment Amount on any Prepayment Date, the
      excess, if any, of (a) the Present Value, as of such Prepayment Date, of such
      Optional Prepayment Amount over (b) such Optional Prepayment
      Amount.

     

    “Outstanding”
means
      with respect to the Series 2007-1 Notes, all Series 2007-1 Notes theretofore
      authenticated and delivered under the Indenture, except
      (a)
      Series 2007-1 Notes theretofore cancelled or delivered to the Registrar for
      cancellation, (b) Series 2007-1 Notes which have not been presented for payment
      but funds for the payment of which are on deposit in the Payment Account and
      are
      available for payment of such Series 2007-1 Notes, (c) Series 2007-1 Notes
      which
      are considered paid pursuant to Section
      12.1
      of the
      Base Indenture or (d) Series 2007-1 Notes in exchange for or in lieu of other
      Series 2007-1 Notes which have been authenticated and delivered pursuant to
      the
      Indenture unless proof satisfactory to the Trustee is presented that any such
      Series 2007-1 Notes are held by a purchaser for value; provided,
      however
      that any
      Series 2007-1 Notes the principal of which has been paid by the Surety Provider
      shall be deemed to be Outstanding.

     

    “Outstanding
      Principal Amount”
means,
      when used with respect to any date, an amount equal to (a) the Initial Aggregate
      Note Balance minus
      (b) the
      amount of principal payments made to Series 2007-1 Noteholders on or prior
      to
      such date. 

     

    “Partial
      Amortization Amount”
is
      defined in Section
      2.8(c). 

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    “Partial
      Amortization Amount Premium”
means,
      with respect to any Partial Amortization Amount on any Prepayment Date, the
      excess, if any, of (a) the Present Value, as of such Prepayment Date, of such
      Partial Amortization Amount over (b) such Partial Amortization
      Amount.

     

    “Payment
      Account”
is
      defined in Section
      2.5(a).

     

    “Payment
      Account Collateral”
is
      defined in Section
      2.5(b).

     

    “Permanent
      Global Series 2007-1 Note”
is
      defined in Section
      4.3.

     

    “Pre-Funded
      Amount”
means,
      as of any date of determination during the Pre-Funding Period, the Initial
      Cash
      Collateral Amount minus
      the
      amount of each withdrawal made on or prior to such date from the Cargo
      Van/Pick-Up Truck Purchase Account pursuant to Section
      2.9(a).

     

    “Pre-Funding
      Period”
means
      the period beginning on and including the Series 2007-1 Closing Date and ending
      on the first to occur of (a) the Payment Date on which the Pre-Funded Amount
      is
      not greater than $10,000, (b) the date on which a Rapid Amortization Event
      occurs and (c) the close of business on the September 2007 Payment Date.


     

    “Pre-Funding
      Period Interest Deficiency Account”
is
      defined in Section
      2.3(a).

     

    “Pre-Funding
      Period Interest Deficiency Account Collateral”
is
      defined in Section
      2.3(d).

     

    “Pre-Funding
      Period Interest Deficiency Amount”
means,
      for any Payment Date during the Pre-Funding Period, the excess, if any, of
      (a)
      the product of (i) Series 2007-1 Monthly Interest for such Payment Date and
      (ii)
      the Funding Percentage for the Determination Date with respect to such Payment
      Date, over (b) the portion of the Investment Income during the Related Monthly
      Period attributable to the Cargo Van/Pick-Up Truck Purchase
      Account.

     

    “Prepayment
      Amount”
means
      an Optional Prepayment Amount or a Partial Amortization Amount.

     

    “Prepayment
      Date”
means
      any Payment Date on which a Prepayment Amount is being paid to the Series 2007-1
      Noteholders pursuant to Section
      2.8(c)
      or
Section
      5.1.

     

    “Prepayment
      Period”
means,
      with respect to any Prepayment Date, the number of full months from such
      Prepayment Date to the February 2010 Payment Date.

     

    “Present
      Value”
means,
      with respect to any Prepayment Amount as of any Prepayment Date, the present
      value, as of such Prepayment Date, of such Prepayment Amount and the amount
      of
      interest that would have been payable thereon on each subsequent Payment Date
      after such Prepayment Date through the February 2010 Payment Date as if such
      Prepayment Amount were fully repaid on such date, with such present value being
      computed using a discount rate equal to (i) if the Prepayment Period with
      respect to such Prepayment Date is 24 months or more, the Swap Rate or (ii)
      if
      such Prepayment Period is less than 24 months, the 

    
      
        
        

      

      
        6

        
          

        

      

      
        
        
EDSF
        Rate, in each case corresponding to such Prepayment Period (which discount
        rate
        may be determined by interpolating between two Swap Rates, two EDSF Rates
        or a
        Swap Rate and an EDSF Rate, as applicable).

    

     

    “Qualified
      Institutional Buyer”
is
      defined in Section
      4.1.

     

    “Regulation
      S”
is
      defined in Section
      4.1.

     

    “Required
      Interest Reserve Account Amount”
means,
      as of any Payment Date, an amount equal to the greater of (i) the excess of
      (a)
      the product of (x) six and (y) the sum of (1) the product of (A) one-twelfth
      of
      the Series 2007-1 Note Rate and (B) the Aggregate Note Balance as of such
      Payment Date, after giving effect to any principal payments to be made on such
      date and (2) the product of (A) one-twelfth of 0.05% and (B) the Aggregate
      Assumed Asset Value as of the immediately preceding Determination Date over
      (b)
      the Available Pre-Funding Period Interest Deficiency Account Amount as of such
      Payment Date, after giving effect to any withdrawals from the Pre-Funding Period
      Interest Deficiency Account on such Payment Date and (ii)
      $1,174,644.

     

    “Required
      Payment”
means,
      with respect to any Payment Date, the sum of the amounts distributable on such
      Payment Date described in paragraphs
      (i)
      through
(iv)
      of
Section 2.10.

     

    “Required
      Pre-Funding Period Interest Deficiency Account Amount”
means,
      for any Payment Date during the Pre-Funding Period, an amount equal to the
      lesser of (a) the Available Pre-Funding Period Interest Deficiency Account
      Amount as of such Payment Date (after giving effect to the withdrawal of the
      Pre-Funding Period Interest Deficiency Amount on such Payment Date) and (b)
      the
      Maximum Pre-Funding Period Interest Deficiency Account Amount for such Payment
      Date.

     

    “Required
      Six-Month DSCR”
means
      (i) with respect to the fourth and fifth Determination Dates following the
      Series 2007-1 Closing Date, 1.10 and (ii) with respect to each Determination
      Date thereafter, 1.25.

     

    “Residual
      Loss Cash Trap Account”
is
      defined in Section
      2.4(a).

     

    “Residual
      Loss Cash Trap Account Collateral”
is
      defined is Section
      2.4(d).

     

    “Residual
      Loss Cash Trap Amount”
means,
      as of any Residual Loss Cash Trap Payment Date, an amount equal to the excess
      of
      (i) the Maximum Residual Loss Cash Trap Account Amount as of such Residual
      Loss
      Cash Trap Payment Date over (ii) the Available Residual Loss Cash Trap Account
      Amount as of such Residual Loss Trap Payment Date (without giving effect to
      any
      deposits thereto on such Payment Date).

     

    “Residual
      Loss Cash Trap Payment Date”
means
      the Related Payment Date with respect to any Residual Loss Test Determination
      Date on which the Residual Loss Rate is greater than zero, and each of the
      five
      succeeding Payment Dates thereafter.

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    “Residual
      Loss Rate”
means,
      with respect to any Residual Loss Determination Date, an amount (not less than
      zero) equal to (i) 100% minus (ii) a fraction, expressed as a percentage
      (rounded to the nearest basis point), (x) the numerator of which is the sum
      of
      the Disposition Proceeds with respect to all Residual Loss Test Trucks with
      respect to such Residual Loss Test Determination Date, and (y) the denominator
      of which is the sum of the Assumed Asset Values of each such Residual Loss
      Test
      Truck as of the Determination Date immediately preceding the Disposition Date
      with respect to each such Residual Loss Test Truck (or, if such Disposition
      Date
      was a Determination Date, the Assumed Asset Value of such Residual Loss Truck
      as
      of such Determination Date).

     

    “Residual
      Loss Test Determination Date”
means
      the third Determination Date following the Effective Date and each third
      Determination Date during the Series 2007-1 Revolving Period thereafter;
provided,
      however,
      that
      such Determination Date shall not be a Residual Loss Determination Date unless
      the aggregate number of Cargo Vans and Pick-Up Trucks sold or otherwise disposed
      of pursuant to Section
      IV
      of the
      SPV Fleet Owner Agreement to parties other than Affiliates during the three
      Monthly Periods preceding such Determination Date (including any Affiliate
      Sale
      Trucks with respect to such Monthly Periods) is equal to or greater than
      300.

     

    “Residual
      Loss Test Trucks”
means,
      collectively, with respect to any Residual Loss Test Determination Date, all
      Cargo Vans and Pick-Up Trucks sold or otherwise disposed of to parties other
      than an Affiliate of a Cargo Van/Pick-Up Truck SPV pursuant to Section
      IV
      of the
      SPV Fleet Owner Agreement during the three Monthly Periods immediately preceding
      such Residual Loss Determination Date, including any Affiliate Sale Trucks
      with
      respect to such Monthly Periods.

     

    “Restricted
      Global Series 2007-1 Note”
is
      defined in Section
      4.2.

     

    “Restricted
      Period”
means
      the period commencing on the Series 2007-1 Closing Date and ending on the 40th
      day after the Series 2007-1 Closing Date.

     

    “Rule
      144A”
is
      defined in Section
      4.1.

     

    “Series
      Supplement”
is
      defined in the preamble hereto.

     

    “Series
      2007-1 Accounts”
means
      each of the Payment Account, the DSCR Deficiency Account, the Pre-Funding Period
      Interest Deficiency Account, the Interest Reserve Account and the Residual
      Loss
      Cash Trap Account.

     

    “Series
      2007-1 Adjusted Monthly Interest”
means
      (a) for the initial Payment Date, an amount equal to $701,979.60 and (b) for
      any
      other Payment Date, the sum of (i) an amount equal to the product of (1)
      one-twelfth of the Series 2007-1 Note Rate and (2) the Outstanding Principal
      Amount on the immediately preceding Payment Date and (ii) any amount described
      in clause
      (b)(i)
      with
      respect to a prior Payment Date that remains unpaid as of such Payment Date
      (together with any accrued interest on such amount).

     

    “Series
      2007-1 Anticipated Repayment Date”
means
      the May 2010 Payment Date.

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    “Series
      2007-1 Closing Date”
means
      June 1, 2007.

     

    “Series
      2007-1 Collateral”
means
      the Collateral, the Payment Account Collateral, the DSCR Deficiency Account
      Collateral, the Pre-Funding Period Interest Deficiency Account Collateral and
      the Interest Reserve Account Collateral.

     

    “Series
      2007-1 Collections”
means,
      for each Payment Date, an amount equal to the sum of:

     

    (a) an
      amount
      equal to (i) the Weekly Fleet Owner Payments deposited into the Cargo
      Van/Pick-Up Truck Collection Account during the Related Monthly Period,
plus
      (ii) the
      Monthly Fleet Owner Payment deposited into the Cargo Van/Pick-Up Truck
      Collection Account on the Monthly Fleet Owner Payment Date immediately preceding
      such Payment Date, minus
      (iii)
      the Monthly Fleet Manager Excess Amount, if any, as of the Monthly Fleet Owner
      Payment Date immediately preceding such Payment Date, plus
      (iv)
      based on the Monthly Noteholders’ Statement as of the immediately preceding
      Determination Date with respect to the Series 2007-1 Notes, the Monthly Advance,
      if any, deposited into the Cargo Van/Pick-Up Truck Collection Account on such
      Payment Date, plus
      (v) any
      Disposition Proceeds deposited into the Cargo Van/Pick-Up Truck Collection
      Account during the Related Monthly Period, plus
      (vi) any
      other Collections deposited into the Cargo Van/Pick-Up Truck Collection Account
      during the Related Monthly Period; 

     

    (b) the
      Pre-Funding Period Interest Deficiency Amount for such Payment Date;
      and

     

    (c) the
      Investment Income during the Related Monthly Period. 

     

    “Series
      2007-1 Contingent Additional Interest Note Rate”
means,
      for any Payment Date occurring on or after the Series 2007-1 Anticipated
      Repayment Date, a rate per annum equal to the greater of (i) 0.25% and (ii)
      the
      excess, if any, of (x) the sum of (1) the two-year Swap Rate as of the
      Determination Date immediately preceding the Series 2007-1 Anticipated Repayment
      Date, (2) 0.22% and (3) 0.25% over (y) the Series 2007-1 Note Rate.

     

    “Series
      2007-1 Contingent Additional Monthly Interest”
means,
      for any Payment Date occurring after the Series 2007-1 Anticipated Repayment
      Date, an amount equal to the product of (A) the Aggregate Note Balance on the
      immediately preceding Payment Date, after giving effect to any principal
      payments made on such date, and (B) one-twelfth of the Series 2007-1 Contingent
      Additional Interest Note Rate for the immediately preceding Payment
      Date.

     

    “Series
      2007-1 Legal Final Maturity Date”
means
      the May 2012 Payment Date.

     

    “Series
      2007-1 Monthly Interest”
means,
      for (i) the initial Payment Date, $701,979.60, and (ii) any other Payment Date,
      an amount equal to the product of (A) the Aggregate Note Balance on the
      immediately preceding Payment Date, after giving effect to any principal
      payments made on such date, and (B) one-twelfth of the Series 2007-1 Note
      Rate. 

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    “Series
      2007-1 Note Owner”
means
      each Note Owner with respect to a Series 2007-1 Note. 

     

    “Series
      2007-1 Note Rate”
means
      5.404% per annum. 

     

    “Series
      2007-1 Noteholder”
means
      the Person in whose name a Series 2007-1 Note is registered in the Note
      Register.

     

    “Series
      2007-1 Notes”
means
      any one of the Series 2007-1 5.404% Cargo Van/Pick-Up Truck Asset Backed Notes,
      executed by each Issuer and authenticated by or on behalf of the Trustee,
      substantially in the form of Exhibit
      A-1,
      Exhibit
      A-2
      or
Exhibit
      A-3.
      

     

    “Series
      2007-1 Rapid Amortization Period”
means
      the period beginning at the close of business on the Business Day immediately
      preceding the day on which a Rapid Amortization Event is deemed to have occurred
      and ending upon the earlier to occur of (i) the date on which the Series 2007-1
      Notes are fully paid and the Surety Provider has been paid all Surety Provider
      Fees and all other Surety Provider Reimbursement Amounts then due and (ii)
      the
      termination of the Indenture.

     

    “Series
      2007-1 Record Date”
means,
      with respect to any Payment Date, the last day of the Related Monthly
      Period.

     

    “Series
      2007-1 Revolving Period”
means
      the period beginning on and including the Series 2007-1 Closing Date and ending
      on the earliest to occur of (i) the date on which a Rapid Amortization Event
      occurs, (ii) the date on which the Series 2007-1 Notes are fully paid and the
      Surety Provider has been paid all Surety Provider Fees and all other Surety
      Provider Reimbursement Amounts then due and (iii) the termination of the
      Indenture.

     

    “Surety
      Bond”
means
      the Note Guaranty Insurance Policy No. AB1084BE, dated the date hereof, issued
      by the Surety Provider.

     

    “Surety
      Default”
means
      (i) any continuing failure by the Surety Provider to pay upon a demand for
      payment in accordance with the requirements of the Surety Bond within three
      Business Days after due thereunder or (ii) the occurrence and continuance of
      an
      Event of Bankruptcy with respect to the Surety Provider.

     

    “Surety
      Provider”
means
      Ambac Assurance Corporation, a Wisconsin-domiciled stock insurance
      corporation.

     

    “Surety
      Provider Fee”
means,
      as of any date of determination, the “Premium” as defined in the Insurance
      Agreement plus,
      without
      duplication, any such “Premium” that is accrued and unpaid as of such
      date.

     

    “Surety
      Provider Fee Letter”
means
      the letter agreement dated as of the date hereof, among UHI, USF and the Surety
      Provider in connection with the Insurance Agreement, as amended, supplemented
      or
      otherwise modified from time to time.

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    “Surety
      Provider Reimbursement Amounts”
means,
      as of any date of determination, the sum of (i) an amount equal to the aggregate
      of any amounts due as of such date to the Surety Provider pursuant to the
      Insurance Agreement in respect of unreimbursed draws under the Surety Bond,
      including interest thereon determined in accordance with the Insurance
      Agreement, and (ii) an amount equal to the aggregate of any other amounts
      due as of such date to the Surety Provider pursuant to the Insurance Agreement
      or the Surety Provider Fee Letter. 

     

    “Temporary
      Global Series 2007-1 Note”
is
      defined in Section
      4.3.

     

    “Total
      Available Funds”
means,
      for any Payment Date, an amount equal to the sum of (a) Available Funds for
      such
      Payment Date and (b) any amounts withdrawn from the Interest Reserve Account
      and
      deposited into the Cargo Van/Pick-Up Truck Collection Account on such Payment
      Date pursuant to Section
      2.9(a)
      or
Section
      2.9(b).
      

     

    (c)  Any
      amounts calculated by reference to the Aggregate Note Balance on any date shall,
      unless otherwise stated, be calculated after giving effect to any payment of
      principal made to the Series 2007-1 Noteholders on such date.

     

     

    ARTICLE
      II  

     

     

    SERIES
      2007-1 COLLECTIONS

     

    With
      respect to the Series 2007-1 Notes, the following shall apply:

     

    Section
      2.1   Interest
      Reserve Account

     

    .
      (a) Establishment
      of the Interest Reserve Account.
      The
      Issuers shall establish and maintain, or cause to be established and maintained,
      in the name of the Trustee for the benefit of the Series 2007-1 Noteholders
      and
      the Surety Provider, an account (the “Interest
      Reserve Account”),
      bearing a designation clearly indicating that the funds deposited therein are
      held for the benefit of the Series 2007-1 Noteholders and the Surety Provider.
      The Interest Reserve Account shall be an Eligible Deposit Account; provided
      that, if
      at any time such account is not an Eligible Deposit Account, then the Trustee
      shall, within five (5) Business Days, notify the Issuers and the Surety Provider
      and establish a new Interest Reserve Account that is an Eligible Deposit
      Account. If the Trustee establishes a new Interest Reserve Account, it shall
      transfer all cash and investments from the non-qualifying Interest Reserve
      Account into the new Interest Reserve Account. Initially, the Interest Reserve
      Account will be established with U.S. Bank National Association. 

     

    (b)  Administration
      of the Interest Reserve Account.
      USF
      shall instruct in writing the institution maintaining the Interest Reserve
      Account to invest funds on deposit in the Interest Reserve Account from time
      to
      time in Permitted Investments (by standing instructions or otherwise);
provided,
      however,
      that
      any such investment shall mature or be payable or redeemable upon demand not
      later than the Business Day prior to the Payment Date following the date on
      which such funds were received and such funds shall be available for withdrawal
      on such Payment Date. USF shall not direct the Trustee to dispose of (or permit
      the disposal of) any Permitted Investments prior to the maturity thereof to
      the
      extent such disposal would result in a loss of the purchase price of such
      Permitted Investments. With respect to any Permitted 

    
      
        
        

      

      
        11

        
          

        

      

      
        
        
Investments
        in which funds on deposit in the Interest Reserve Account are invested pursuant
        to this Section
        2.1(b),
        except
        as otherwise provided hereunder or agreed to in writing among the parties
        hereto, USF shall retain the authority to exercise each and every power or
        right
        with respect to each such Permitted Investment as individuals generally have
        and
        enjoy with respect to their own investments, including power to vote any
        securities; provided
        that
        after the occurrence of an Event of Default, the Controlling Party shall
        have
        such rights in accordance with the provisions of Article
        9
        of the
        2007-1 Base Indenture. In the absence of written investment instructions
        hereunder, funds on deposit in the Interest Reserve Account shall be invested
        at
        the written direction of the Controlling Party, or if the Controlling Party
        gives no such direction, shall remain uninvested.

    

     

    (c)  Earnings
      from the Interest Reserve Account.
      All
      interest and earnings (net of losses and investment expenses) paid on funds
      on
      deposit in the Interest Reserve Account shall be deemed to be on deposit therein
      and available for distribution pursuant to Section
      2.9.

     

    (d)  Interest
      Reserve Account Constitutes Additional Collateral for Series 2007-1
      Notes.
      In
      order to secure and provide for the repayment and payment of the Issuer
      Obligations with respect to the Series 2007-1 Notes, each Issuer hereby grants
      a
      security interest in and assigns, pledges, grants, transfers and sets over
      to
      the Trustee, for the benefit of the Series 2007-1 Noteholders and the Surety
      Provider, all of such Issuer’s right, title and interest in and to the following
      (whether now or hereafter existing or acquired): (i) the Interest Reserve
      Account, including any security entitlement thereto; (ii) all funds on deposit
      therein from time to time; (iii) all certificates and instruments, if any,
      representing or evidencing any or all of the Interest Reserve Account or the
      funds on deposit therein from time to time; (iv) all investments made at
      any time and from time to time with monies in the Interest Reserve Account,
      whether constituting securities, instruments, general intangibles, investment
      property, financial assets or other property; (v) all interest, dividends,
      cash,
      instruments and other property from time to time received, receivable or
      otherwise distributed in respect of or in exchange for the Interest Reserve
      Account, the funds on deposit therein from time to time or the investments
      made
      with such funds; and (vi) all proceeds of any and all of the foregoing,
      including cash (the items in the foregoing clauses (i) through (vi) are referred
      to, collectively, as the “Interest
      Reserve Account Collateral”).
      

     

    (e)  Interest
      Reserve Account Surplus.
      In the
      event that the Interest Reserve Account Surplus on any Payment Date, after
      giving effect to all withdrawals from the Interest Reserve Account, is greater
      than zero, the Administrator shall instruct the Trustee to, and the Trustee
      shall, upon receipt of written instructions from the Administrator, withdraw
      from the Interest Reserve Account an amount equal to the Interest Reserve
      Account Surplus and shall pay such amount at the direction of the
      Issuers.

     

    (f)  Termination
      of the Interest Reserve Account.
      Upon
      the termination of the Indenture pursuant to Section
      12.1
      of the
      Base Indenture, after the prior payment of all amounts owing to any Person
      and
      payable from the Interest Reserve Account as provided herein, the Administrator
      shall instruct the Trustee to, and the Trustee shall, upon receipt of written
      instructions from the Administrator, withdraw from the Interest Reserve Account
      all amounts on deposit therein for payment at the direction of the
      Issuers.

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    Section
      2.2   DSCR
      Deficiency Account.
      (a) Establishment
      of the DSCR Deficiency Account.
      The
      Issuers shall establish and maintain, or cause to be established and maintained,
      in the name of the Trustee for the benefit of the Series 2007-1 Noteholders
      and
      the Surety Provider, an account (the “DSCR
      Deficiency Account”),
      bearing a designation clearly indicating that the funds deposited therein are
      held for the benefit of the Series 2007-1 Noteholders and the Surety Provider.
      The DSCR Deficiency Account shall be an Eligible Deposit Account; provided
      that, if
      at any time such account is not an Eligible Deposit Account, then the Trustee
      shall, within five (5) Business Days, notify the Issuers and the Surety Provider
      and establish a new DSCR Deficiency Account that is an Eligible Deposit Account.
      If the Trustee establishes a new DSCR Deficiency Account, it shall transfer
      all
      cash and investments from the non-qualifying DSCR Deficiency Account into the
      new DSCR Deficiency Account. Initially, the DSCR Deficiency Account will be
      established with U.S. Bank National Association. 

     

    (b)  Administration
      of the DSCR Deficiency Account.
      USF
      shall instruct in writing the institution maintaining the DSCR Deficiency
      Account to invest funds on deposit in the DSCR Deficiency Account from time
      to
      time in Permitted Investments (by standing instruction or otherwise);
provided,
      however,
      that
      any such investment shall mature or be payable or redeemable upon demand not
      later than the Business Day prior to the Payment Date following the date on
      which such funds were received and such funds shall be available for withdrawal
      on such Payment Date. USF shall not direct the Trustee to dispose of (or permit
      the disposal of) any Permitted Investments prior to the maturity thereof to
      the
      extent such disposal would result in a loss of the purchase price of such
      Permitted Investments. With respect to any Permitted Investments in which funds
      on deposit in the DSCR Deficiency Account are invested pursuant to this
Section
      2.2(b),
      except
      as otherwise provided hereunder or agreed to in writing among the parties
      hereto, USF shall retain the authority to exercise each and every power or
      right
      with respect to each such Permitted Investment as individuals generally have
      and
      enjoy with respect to their own investments, including power to vote any
      securities; provided
      that
      after the occurrence of an Event of Default, the Controlling Party shall have
      such rights in accordance with the provisions of Article
      9
      of the
      Base Indenture. In the absence of written investment instructions hereunder,
      funds on deposit in the DSCR Deficiency Account shall be invested at the written
      direction of the Controlling Party, or if the Controlling Party gives no such
      direction, shall remain uninvested.

     

    (c)  Earnings
      from the DSCR Deficiency Account as Collections.
      On each
      Payment Date, the Administrator will instruct the Trustee in writing pursuant
      to
      the Administration Agreement to, and the Trustee shall, withdraw from the DSCR
      Deficiency Account an amount equal to the Investment Income during the Related
      Monthly Period attributable to the DSCR Deficiency Account and deposit such
      amount in the Cargo Van/Pick-Up Truck Collection Account and treat such amounts
      as part of the Series 2007-1 Collections for such Payment Date.

     

    (d)  DSCR
      Deficiency Account Constitutes Additional Collateral for Series 2007-1
      Notes.
      In
      order to secure and provide for the repayment and payment of the Issuer
      Obligations with respect to the Series 2007-1 Notes, each Issuer hereby grants
      a
      security interest in and assigns, pledges, grants, transfers and sets over
      to
      the Trustee, for the benefit of the Series 2007-1 Noteholders and the Surety
      Provider, all of such Issuer’s right, title and interest in and to 

    
      
        
        

      

      
        13

        
          

        

      

      
        
        
the
        following (whether now or hereafter existing or acquired): (i) the DSCR
        Deficiency Account, including any security entitlement thereto; (ii) all
        funds
        on deposit therein from time to time; (iii) all certificates and instruments,
        if
        any, representing or evidencing any or all of the DSCR Deficiency Account
        or the
        funds on deposit therein from time to time; (iv) all investments made at
        any time and from time to time with monies in the DSCR Deficiency Account,
        whether constituting securities, instruments, general intangibles, investment
        property, financial assets or other property; (v) all interest, dividends,
        cash,
        instruments and other property from time to time received, receivable or
        otherwise distributed in respect of or in exchange for the DSCR Deficiency
        Account, the funds on deposit therein from time to time or the investments
        made
        with such funds; and (vi) all proceeds of any and all of the foregoing,
        including cash (the items in the foregoing clauses (i) through (vi) are referred
        to, collectively, as the “DSCR
        Deficiency Account Collateral”).
        

    

     

    (e)  Withdrawals
      from the DSCR Deficiency Account.
      On the
      first Payment Date after the occurrence of a Rapid Amortization Event (so long
      as such Rapid Amortization Event is still continuing on such Payment Date),
      the
      Administrator shall instruct the Trustee to, and the Trustee shall, upon receipt
      of written instructions from the Administrator, withdraw from the DSCR
      Deficiency Account an amount equal to the Available DSCR Deficiency Account
      Amount for such Payment Date, and deposit such amount in the Payment Account
      to
      be applied to pay the principal of the Series 2007-1 Notes pursuant to
Section
      2.12.
      Subject
      to the foregoing, if on any Determination Date after the occurrence of a DSCR
      Deficiency Event such DSCR Deficiency Event no longer exists, on the Related
      Payment Date the Administrator shall instruct the Trustee to, and the Trustee
      shall, upon receipt of written instructions from the Administrator, withdraw
      from the DSCR Deficiency Account an amount equal to the Available DSCR
      Deficiency Account Amount for such Payment Date for payment at the direction
      of
      the Issuers. 

     

    (f)  Termination
      of the DSCR Deficiency Account.
      Upon
      the termination of the Indenture pursuant to Section
      12.1
      of the
      Base Indenture, after the prior payment of all amounts owing to any Person
      and
      payable from the DSCR Deficiency Account as provided herein, the Administrator
      shall instruct the Trustee to, and the Trustee shall, upon receipt of written
      instructions from the Administrator, withdraw from the DSCR Deficiency Account
      all amounts on deposit therein for payment at the direction of the Issuers.
      

     

    Section
      2.3   Pre-Funding
      Period Interest Deficiency Account.
      (a) Establishment
      of the Pre-Funding Period Interest Deficiency Account.
      The
      Issuers shall establish and maintain, or cause to be established and maintained,
      in the name of the Trustee for the benefit of the Series 2007-1 Noteholders
      and
      the Surety Provider, an account (the “Pre-Funding
      Period Interest Deficiency Account”),
      bearing a designation clearly indicating that the funds deposited therein are
      held for the benefit of the Series 2007-1 Noteholders and the Surety Provider.
      The Pre-Funding Period Interest Deficiency Account shall be an Eligible Deposit
      Account; provided
      that, if
      at any time such account is not an Eligible Deposit Account, then the Trustee
      shall, within five (5) Business Days, notify the Issuers and the Surety Provider
      and establish a new Pre-Funding Period Interest Deficiency Account that is
      an
      Eligible Deposit Account. If the Trustee establishes a new Pre-Funding Period
      Interest Deficiency Account, it shall transfer all cash and investments from
      the
      non-qualifying Pre-Funding Period Interest Deficiency Account into the new
      Pre-Funding Period Interest Deficiency Account. Initially, the 

    
      
        
        

      

      
        14

        
          

        

      

      
        
        
Pre-Funding
        Period Interest Deficiency Account will be established with U.S. Bank National
        Association.

    

     

    (b)  Administration
      of the Pre-Funding Period Interest Deficiency Account.
      USF
      shall instruct in writing the institution maintaining the Pre-Funding Period
      Interest Deficiency Account to invest funds on deposit in the Pre-Funding Period
      Interest Deficiency Account from time to time in Permitted Investments (by
      standing instructions or otherwise); provided,
      however,
      that
      any such investment shall mature or be payable or redeemable upon demand not
      later than the Business Day prior to the Payment Date following the date on
      which such funds were received and such funds shall be available for withdrawal
      on such Payment Date. USF shall not direct the Trustee to dispose of (or permit
      the disposal of) any Permitted Investments prior to the maturity thereof to
      the
      extent such disposal would result in a loss of the purchase price of such
      Permitted Investments. With respect to any Permitted Investments in which funds
      on deposit in the Pre-Funding Period Interest Deficiency Account are invested
      pursuant to this Section
      2.3(b),
      except
      as otherwise provided hereunder or agreed to in writing among the parties
      hereto, USF shall retain the authority to exercise each and every power or
      right
      with respect to each such Permitted Investment as individuals generally have
      and
      enjoy with respect to their own investments, including power to vote any
      securities; provided
      that
      after the occurrence of an Event of Default, the Controlling Party shall have
      such rights in accordance with the provisions of Article
      9
      of the
      Base Indenture. In the absence of written investment instructions hereunder,
      funds on deposit in the Pre-Funding Period Interest Deficiency Account shall
      be
      invested at the written direction of the Controlling Party, or if the
      Controlling Party gives no such direction, shall remain uninvested.

     

    (c)  Earnings
      from the Pre-Funding Period Interest Deficiency Account.
      All
      interest and earnings (net of losses and investment expenses) paid on funds
      on
      deposit in the Pre-Funding Period Interest Deficiency Account shall be deemed
      to
      be on deposit therein and available for distribution.

     

    (d)  Pre-Funding
      Period Interest Deficiency Account Constitutes Additional Collateral for Series
      2007-1 Notes.
      In
      order to secure and provide for the repayment and payment of the Issuer
      Obligations with respect to the Series 2007-1 Notes, each Issuer hereby grants
      a
      security interest in and assigns, pledges, grants, transfers and sets over
      to
      the Trustee, for the benefit of the Series 2007-1 Noteholders and the Surety
      Provider, all of such Issuer’s right, title and interest in and to the following
      (whether now or hereafter existing or acquired): (i) the Pre-Funding Period
      Interest Deficiency Account, including any security entitlement thereto; (ii)
      all funds on deposit therein from time to time; (iii) all certificates and
      instruments, if any, representing or evidencing any or all of the Pre-Funding
      Period Interest Deficiency Account or the funds on deposit therein from time
      to
      time; (iv) all investments made at any time and from time to time with
      monies in the Pre-Funding Period Interest Deficiency Account, whether
      constituting securities, instruments, general intangibles, investment property,
      financial assets or other property; (v) all interest, dividends, cash,
      instruments and other property from time to time received, receivable or
      otherwise distributed in respect of or in exchange for the Pre-Funding Period
      Interest Deficiency Account, the funds on deposit therein from time to time
      or
      the investments made with such funds; and (vi) all proceeds of any and all
      of
      the foregoing, including cash (the items in the foregoing clauses (i) through
      (vi) are referred to, collectively, as the “Pre-Funding
      Period Interest Deficiency Account Collateral”).

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    (e)  Withdrawals
      from the Pre-Funding Period Interest Deficiency Account.
      On each
      Payment Date during the Pre-Funding Period, including the Payment Date on which
      the Pre-Funding Period ends (or, if the Pre-Funding Period does not end on
      a
      Payment Date, on the first Payment Date following the end of the Pre-Funding
      Period), the Administrator shall instruct the Trustee to, and the Trustee shall,
      upon receipt of written instructions from the Administrator, (i) withdraw from
      the Pre-Funding Period Interest Deficiency Account an amount equal to the
      Pre-Funding Period Interest Deficiency Amount for such Payment Date and deposit
      such amount in the Cargo Van/Pick-Up Truck Collection Account and (ii) withdraw
      from the Pre-Funding Period Interest Deficiency Account an amount equal to
      the
      Excess Pre-Funding Period Interest Deficiency Account Amount as of such Payment
      Date and (A) deposit in the Interest Reserve Account a portion of such amount
      equal to the lesser of (1) such Excess Pre-Funding Period Interest Deficiency
      Account Amount and (2) the excess, if any, of (x) the Required Interest Reserve
      Account Amount as of such Payment Date over (y) the Available Interest Reserve
      Account Amount as of such Payment Date and (B) pay the remainder of such Excess
      Pre-Funding Period Interest Deficiency Account Amount, if any, to the order
      of
      the Issuers. On the first Payment Date after the Payment Date on which the
      Pre-Funding Period ends (or, if the Pre-Funding Period does not end on a Payment
      Date, on the second Payment Date following the end of the Pre-Funding Period),
      the Administrator shall instruct the Trustee to, and the Trustee shall, upon
      receipt of written instructions from the Administrator, withdraw from the
      Pre-Funding Period Interest Deficiency Account an amount equal to the Available
      Pre-Funding Period Interest Deficiency Account Amount as of such Payment Date
      and (A) deposit in the Interest Reserve Account a portion of such amount equal
      to the lesser of (1) such Available Pre-Funding Period Interest Deficiency
      Account Amount and (2) the excess, if any, of (x) the Required Interest Reserve
      Account Amount as of such Payment Date over (y) the Available Interest Reserve
      Account Amount as of such Payment Date and (B) pay the remainder of such
      Available Pre-Funding Period Interest Deficiency Account Amount to the order
      of
      the Issuers. 

     

    (f)  Termination
      of the Pre-Funding Period Interest Deficiency Account.
      Upon
      the termination of the Indenture pursuant to Section
      12.1
      of the
      Base Indenture, after the prior payment of all amounts owing to any Person
      and
      payable from the Pre-Funding Period Interest Deficiency Account as provided
      herein, the Administrator shall instruct the Trustee to, and the Trustee shall,
      upon receipt of written instructions from the Administrator, withdraw from
      the
      Pre-Funding Period Interest Deficiency Account all amounts on deposit therein
      for payment at the direction of the Issuers. Upon the earlier of (i) the end
      of
      the Pre-Funding Period and (ii) the termination of the Indenture pursuant to
      Section
      12.1
      of the
      Base Indenture and, in each case, the payment of all funds on deposit in the
      Pre-Funding Period Interest Deficiency Account pursuant to the terms hereof,
      the
      Trustee shall terminate the Pre-Funding Period Interest Deficiency Account.
      

     

    Section
      2.4   Residual
      Loss Cash Trap Account.
      (a) Establishment
      of the Residual Loss Cash Trap Account.
      The
      Issuers shall establish and maintain, or cause to be established and maintained,
      in the name of the Trustee for the benefit of the Series 2007-1 Noteholders
      and
      the Surety Provider, an account (the “Residual
      Loss Cash Trap Account”),
      bearing a designation clearly indicating that the funds deposited therein are
      held for the benefit of the Series 2007-1 Noteholders and the Surety Provider.
      The Residual Loss Cash Trap Account shall be an Eligible Deposit Account;
provided
      that, if
      at any time such account is not an Eligible Deposit Account, then the Trustee
      shall, within five (5) Business Days, notify the 

    
      
        
        

      

      
        16

        
          

        

      

      
        
        
Issuers
        and the Surety Provider and establish a new Residual Loss Cash Trap Account
        that
        is an Eligible Deposit Account. If the Trustee establishes a new Residual
        Loss
        Cash Trap Account, it shall transfer all cash and investments from the
        non-qualifying Residual Loss Cash Trap Account into the new Residual Loss
        Cash
        Trap Account. Initially, the Residual Loss Cash Trap Account will be established
        with U.S. Bank National Association.

    

     

    (b)  Administration
      of the Residual Loss Cash Trap Account.
      USF
      shall instruct in writing the institution maintaining the Residual Loss Cash
      Trap Account to invest funds on deposit in the Residual Loss Cash Trap Account
      from time to time in Permitted Investments (by standing instructions or
      otherwise); provided,
      however,
      that
      any such investment shall mature or be payable or redeemable upon demand not
      later than the Business Day prior to the Payment Date following the date on
      which such funds were received and such funds shall be available for withdrawal
      on such Payment Date. USF shall not direct the Trustee to dispose of (or permit
      the disposal of) any Permitted Investments prior to the maturity thereof to
      the
      extent such disposal would result in a loss of the purchase price of such
      Permitted Investments. With respect to any Permitted Investments in which funds
      on deposit in the Residual Loss Cash Trap Account are invested pursuant to
      this
Section
      2.4(b),
      except
      as otherwise provided hereunder or agreed to in writing among the parties
      hereto, USF shall retain the authority to exercise each and every power or
      right
      with respect to each such Permitted Investment as individuals generally have
      and
      enjoy with respect to their own investments, including power to vote any
      securities; provided
      that
      after the occurrence of an Event of Default, the Controlling Party shall have
      such rights in accordance with the provisions of Article
      9
      of the
      Base Indenture. In the absence of written investment instructions hereunder,
      funds on deposit in the Residual Loss Cash Trap Account shall be invested at
      the
      written direction of the Controlling Party, or if the Controlling Party gives
      no
      such direction, shall remain uninvested.

     

    (c)  Earnings
      from the Residual Loss Cash Trap Account.
      All
      interest and earnings (net of losses and investment expenses) paid on funds
      on
      deposit in the Residual Loss Cash Trap Account shall be deemed to be on deposit
      therein and available for distribution.

     

    (d)  Residual
      Loss Cash Trap Account Constitutes Additional Collateral for Series 2007-1
      Notes.
      In
      order to secure and provide for the repayment and payment of the Issuer
      Obligations with respect to the Series 2007-1 Notes, each Issuer hereby grants
      a
      security interest in and assigns, pledges, grants, transfers and sets over
      to
      the Trustee, for the benefit of the Series 2007-1 Noteholders and the Surety
      Provider, all of such Issuer’s right, title and interest in and to the following
      (whether now or hereafter existing or acquired): (i) the Residual Loss Cash
      Trap
      Account, including any security entitlement thereto; (ii) all funds on deposit
      therein from time to time; (iii) all certificates and instruments, if any,
      representing or evidencing any or all of the Residual Loss Cash Trap Account
      or
      the funds on deposit therein from time to time; (iv) all investments made
      at any time and from time to time with monies in the Residual Loss Cash Trap
      Account, whether constituting securities, instruments, general intangibles,
      investment property, financial assets or other property; (v) all interest,
      dividends, cash, instruments and other property from time to time received,
      receivable or otherwise distributed in respect of or in exchange for the
      Residual Loss Cash Trap Account, the funds on deposit therein from time to
      time
      or the investments made with such funds; and (vi) all proceeds of any and all
      of
      the foregoing, including cash (the items in the foregoing clauses (i) through
      (vi) are referred to, collectively, as the “Residual
      Loss Cash Trap Account Collateral”).

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    (e)  Withdrawals
      from the Residual Loss Cash Trap Account.
      On the
      first Payment Date following the occurrence and during the continuance of a
      Rapid Amortization Event, the Administrator shall instruct the Trustee to,
      and
      the Trustee shall, upon receipt of written instructions from the Administrator,
      withdraw from the Residual Loss Cash Trap Account an amount equal to the
      Available Residual Loss Cash Trap Amount and deposit such amount in the Payment
      Account to be applied to pay the principal of the Series 2007-1 Notes pursuant
      to Section
      2.12.
      On each
      Payment Date during the Series 2007-1 Revolving Period immediately following
      a
      Residual Loss Test Determination Date with respect to which the Residual Loss
      Rate was zero, the Administrator shall instruct the Trustee to, and the Trustee
      shall, upon receipt of written instructions from the Administrator, withdraw
      from the Residual Loss Cash Trap Account an amount equal to (x) if the
      Administrator determines that the sum of the amounts payable pursuant to
paragraphs
      (xiv),
      (xv)
      and
(xvi)
      of
Section
      2.10
      on such
      Payment Date exceeds the amount of Total Available Funds on such Payment Date
      available to pay such amounts, the lesser of (i) such excess and (ii) the
      Available Residual Loss Cash Trap Account Amount, and deposit such amount in
      the
      Payment Account for payment of such amounts payable pursuant to paragraphs
      (xiv),
      (xv)
      and
(xvi)
      of
Section
      2.10,
      and (y)
      any remaining amounts on deposit in the Residual Loss Cash Trap Account for
      payment at the order of the Issuers. On each Residual Loss Cash Trap Payment
      Date during the Series 2007-1 Revolving Period, the Administrator shall instruct
      the Trustee to, and the Trustee shall, upon receipt of written instructions
      from
      the Administrator, withdraw from the Residual Loss Cash Trap Account an amount
      equal to excess, if any, of (i) the Available Residual Loss Cash Trap Account
      Amount (after giving effect to any deposits thereto on such Residual Loss Cash
      Trap Payment Date) over (ii) the Maximum Residual Loss Cash Trap Account Amount
      as of such Residual Loss Cash Trap Payment Date (such excess, the “Excess
      Residual Loss Cash Trap Account Amount”),
      and
      (x) if the Administrator determines that the sum of the amounts payable pursuant
      to paragraphs
      (xiv),
      (xv)
      and
(xvi)
      of
Section
      2.10
      on such
      Payment Date exceeds the amount of Total Available Funds on such Payment Date
      available to pay such amounts, deposit the lesser of (i) such excess and (ii)
      the Excess Residual Loss Cash Trap Account Amount in the Payment Account for
      payment of such amounts payable pursuant to paragraphs
      (xiv),
      (xv)
      and
(xvi)
      of
Section
      2.10,
      and (y)
      pay the remainder, if any, of the Excess Residual Loss Cash Trap Account Amount
      at the order of the Issuers. 

     

    (f)  Termination
      of the Residual Loss Cash Trap Account.
      Upon
      the termination of the Indenture pursuant to Section
      12.1
      of the
      Base Indenture, after the prior payment of all amounts owing to any Person
      and
      payable from the Residual Loss Cash Trap Account as provided herein, the
      Administrator shall instruct the Trustee to, and the Trustee shall, upon receipt
      of written instructions from the Administrator, withdraw from the Residual
      Loss
      Cash Trap Account all amounts on deposit therein for payment at the direction
      of
      the Issuers.

     

    Section
      2.5   Payment
      Account.
      (a) Establishment
      of the Payment Account.
      The
      Issuers shall establish and maintain, or cause to be established and maintained,
      in the name of the Trustee for the benefit of the Series 2007-1 Noteholders
      and
      the Surety Provider, an account (the “Payment
      Account”),
      bearing a designation clearly indicating that the funds deposited therein are
      held for the benefit of the Series 2007-1 Noteholders and the Surety Provider.
      The Payment Account shall be an Eligible Deposit Account; provided
      that, if
      at any time such account is not an Eligible Deposit Account, then the Trustee
      shall, within five (5) Business Days, notify the Issuers and the Surety Provider
      and establish a new Payment Account 

    
      
        
        

      

      
        18

        
          

        

      

      
        
        
that
        is
        an Eligible Deposit Account. If the Trustee establishes a new Payment Account,
        it shall transfer all cash and investments from the non-qualifying Payment
        Account into the new Payment Account. Initially, the Payment Account will
        be
        established with U.S. Bank National Association. Funds on deposit in the
        Payment
        Account shall remain uninvested.

    

     

    (b)  Payment
      Account Constitutes Additional Collateral for Series 2007-1
      Notes.
      In
      order to secure and provide for the repayment and payment of the Issuer
      Obligations with respect to the Series 2007-1 Notes, each Issuer hereby grants
      a
      security interest in and assigns, pledges, grants, transfers and sets over
      to
      the Trustee, for the benefit of the Series 2007-1 Noteholders and the Surety
      Provider, all of such Issuer’s right, title and interest in and to the following
      (whether now or hereafter existing or acquired): (i) the Payment Account,
      including any security entitlement thereto; (ii) all funds on deposit therein
      from time to time; (iii) all certificates and instruments, if any, representing
      or evidencing any or all of the Payment Account or the funds on deposit therein
      from time to time; (iv) all investments made at any time and from time to time
      with monies in the Payment Account, whether constituting securities,
      instruments, general intangibles, investment property, financial assets or
      other
      property; (v) all interest, dividends, cash, instruments and other property
      from
      time to time received, receivable or otherwise distributed in respect of or
      in
      exchange for the Payment Account, the funds on deposit therein from time to
      time
      or the investments made with such funds; and (vi) all proceeds of any and all
      of
      the foregoing, including, without limitation, cash (the items in the foregoing
      clauses (i) through (vi) are referred to, collectively, as the “Payment
      Account Collateral”).
      

     

    (c)  Termination
      of the Payment Account.
      Upon
      the termination of the Indenture pursuant to Section
      12.1
      of the
      Base Indenture, after the prior payment of all amounts owing to any Person
      and
      payable from the Payment Account as provided herein, the Administrator shall
      instruct the Trustee to, and the Trustee shall, upon receipt of written
      instructions from the Administrator, withdraw from the Payment Account all
      amounts on deposit therein for payment at the direction of the
      Issuers.

     

    Section
      2.6   Investment
      of Funds in the Cargo Van/Pick-Up Truck Collection Account and the Cargo
      Van/Pick-Up Truck Purchase Account.
      USF
      shall instruct the institutions maintaining the Cargo Van/Pick-Up Truck
      Collection Account and the Cargo Van/Pick-Up Truck Purchase Account in writing
      to invest funds on deposit therein at all times in Permitted Investments
      selected by USF (by standing instructions or otherwise). Amounts on deposit
      and
      available for investment in the Cargo Van/Pick-Up Truck Purchase Account shall
      be invested by the Trustee at the written direction of USF in Permitted
      Investments that mature, or that are payable or redeemable upon demand of the
      holder thereof on or prior to the next Business Day. Amounts on deposit and
      available for investment in the Cargo Van/Pick-Up Truck Collection Account
      shall
      be invested by the Trustee at the written direction of USF in Permitted
      Investments that mature, or that are payable or redeemable upon demand of the
      holder thereof, on or prior to the Business Day prior to the Payment Date
      following the date on which such amounts were deposited into the Cargo
      Van/Pick-Up Truck Collection Account and such funds shall be available for
      withdrawal on such Payment Date. On each Payment Date, all interest and other
      investment earnings (net of losses and investment expenses) on funds on deposit
      in the Cargo Van/Pick-Up Truck Purchase Account shall be deposited in the Cargo
      Van/Pick-Up Truck Collection Account and treated as Series 2007-1 Collections
      for such Payment Date. USF shall not direct the Trustee to dispose of (or permit
      the disposal of) any 

    
      
        
        

      

      
        19

        
          

        

      

      
        
        
Permitted
        Investments prior to the maturity thereof to the extent such disposal would
        result in a loss of principal of such Permitted Investments. With respect
        to any
        Permitted Investments in which funds on deposit in the Cargo Van/Pick-Up
        Truck
        Collection Account or Cargo Van/Pick-Up Truck Purchase Account are invested
        pursuant to this Section
        2.6,
        except
        as otherwise provided hereunder or agreed to in writing among the parties
        hereto, USF shall retain the authority to exercise each and every power or
        right
        with respect to each such Permitted Investment as individuals generally have
        and
        enjoy with respect to their own investments, including power to vote any
        securities; provided
        that
        after the occurrence of an Event of Default, the Controlling Party shall
        have
        such rights in accordance with the provisions of Article
        9
        of the
        Base Indenture.

    

     

    Section
      2.7   Deposits
      to the Interest Reserve Account, Cargo Van/Pick-Up Truck Collection Account,
      the
      Cargo Van/Pick-Up Truck Purchase Account and the Pre-Funding Period Interest
      Deficiency Account.
      (a)
      On the
      Series 2007-1 Closing Date, the Trustee shall deposit (i) $1,026,307 of the
      net
      proceeds from the sale of the Series 2007-1 Notes in the Interest Reserve
      Account, (ii) an amount of the net proceeds from the sale of the Series 2007-1
      Notes equal to the Initial Pre-Funding Period Interest Deficiency Account Amount
      in the Pre-Funding Period Interest Deficiency Account and (iii) the remainder
      of
      the net proceeds from the sale of the Series 2007-1 Notes in the Cargo
      Van/Pick-Up Truck Purchase Account, to be paid in accordance with the following
      sentence and the terms of Section
      2.8.
      On the
      Series 2007-1 Closing Date, $32,000,330.66 of the net proceeds from the sale
      of
      the Series 2007-1 Notes deposited into the Cargo Van/Pick-Up Truck Purchase
      Account shall be paid to USF and used by USF, in accordance with the terms
      of
      the RTAC Sale and Contribution Agreement, to fund the acquisition of the Cargo
      Vans and Pick-Up Trucks set forth on Schedule
      2.7(a),
      each of
      which Cargo Vans and Pick-Up Trucks shall be contributed by USF on the Series
      2007-1 Closing Date to either Cargo Van SPV or Pick-Up Truck SPV, as
      applicable.

     

    (b)  On
      each
      Payment Date, the Administrator will direct the Trustee in writing pursuant
      to
      the Administration Agreement to, and the Trustee shall, deposit any amounts
      paid
      by any Permitted Note Issuance SPV pursuant to a Permitted Note Issuance SPV
      Limited Guarantee in respect of the Series 2007-1 Notes in the Cargo Van/Pick-Up
      Truck Collection Account and treat such amounts as part of Available Funds
      for
      such Payment Date.

     

    Section
      2.8   Cargo
      Van/Pick-Up Truck Purchase Account.
      (a)
      On the
      Series 2007-1 Closing Date, the Initial Cash Collateral Amount will be deposited
      into the Cargo Van/Pick-Up Truck Purchase Account pursuant to Section
      2.7(a).
      On each
      Funding Date in any Monthly Period, the Administrator shall instruct the Trustee
      to, and the Trustee shall, upon receipt of written instructions from the
      Administrator, withdraw from the Cargo Van/Pick-Up Truck Purchase Account an
      amount with respect to each Cargo Van or Pick-Up Truck being funded by a Cargo
      Van/Pick-Up Truck SPV on such Funding Date equal to the product of (x) the
      Advance Rate for such Cargo Van or Pick-Up Truck as of the immediately preceding
      Determination Date and (y) the Assumed Asset Value of such Cargo Van or Pick-Up
      Truck as of the Determination Date in such Monthly Period (or, if the In-Service
      Date for such Cargo Van or Pick-Up Truck was in such Monthly Period, the
      Capitalized Cost of such Cargo Van or Pick-Up Truck), and shall pay such amount
      upon the order of such Cargo Van/Pick-Up Truck SPVs upon satisfaction of the
      conditions set forth in Section
      2.8(b)
      with
      respect to such withdrawal.

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    (b)  Amounts
      may be withdrawn from the Cargo Van/Pick-Up Truck Purchase Account to finance
      the acquisition by one or more Cargo Van/Pick-Up Truck SPVs of one or more
      Cargo
      Vans or Pick-Up Trucks only upon the satisfaction of each of the following
      conditions precedent on or prior to the related Funding Date:

     

    (i)  each
      of
      the representations and warranties made by each Issuer pursuant to Article
      7
      of the
      Base Indenture shall be true and correct as of the related Funding Date with
      the
      same effect as if then made;

     

    (ii)  the
      Administrator shall have delivered to the Trustee at least one Business Day
      prior to such Funding Date (with a copy to the Surety Provider) a schedule
      of
      the Cargo Vans and Pick-Up Trucks acquired by such Cargo Van/Pick-Up Truck
      SPVs
      with the funds being withdrawn on such Funding Date;

     

    (iii)  no
      Rapid
      Amortization Event shall have occurred and be continuing on such Funding Date,
      no Potential Rapid Amortization Event shall exist on such Funding Date, and
      no
      Rapid Amortization Event or Potential Rapid Amortization Event shall occur
      as a
      result of such withdrawal and the purchase of such Cargo Van or Pick-Up
      Truck;

     

    (iv)  each
      Cargo Van or Pick-Up Truck acquired with funds released on such Funding Date,
      upon its acquisition by a Cargo Van/Pick-Up Truck SPV, shall be an Eligible
      Truck; and

     

    (v)  the
      Administrator shall have delivered to the Trustee (with a copy to the Surety
      Provider) an Officer’s Certificate of each Issuer confirming the satisfaction of
      the conditions specified in this Section
      2.8(b).

     

    (c)  On
      any
      Payment Date occurring after the end of the Pre-Funding Period and during the
      Series 2007-1 Revolving Period on which the Cash Collateral Amount (after giving
      effect to all deposits in, and withdrawals from, the Cargo Van/Pick-Up Truck
      Purchase Account on such Payment Date other than any withdrawal therefrom
      pursuant to this Section
      2.8(c))
      exceeds
      the Maximum Cash Collateral Amount, the Administrator shall instruct the Trustee
      to, and the Trustee shall, upon receipt of written instructions from the
      Administrator, withdraw an amount equal to such excess (the “Partial
      Amortization Amount”)
      and
      deposit such amount in the Payment Account to be applied to pay the principal
      of
      the Series 2007-1 Notes pursuant to Section
      2.12.

     

    (d)  On
      the
      Payment Date on which the Series 2007-1 Revolving Period ends (or, if the Series
      2007-1 Revolving Period does not end on a Payment Date, on the first Payment
      Date following the end of the Series 2007-1 Revolving Period), the Administrator
      shall instruct the Trustee to, and the Trustee shall, upon receipt of written
      instructions from the Administrator, (i) withdraw from the Cargo Van/Pick-Up
      Truck Purchase Account on such Payment Date an amount equal to the lesser of
      (x)
      the amount in the Cargo/Van Pick-Up Truck Purchase Account on such Payment
      Date
      and (y) the Aggregate Note Balance as of such Payment Date (after giving effect
      to any principal payments to be made on such Payment Date, including pursuant
      to
Sections
      2.2(e)
      and
2.4(e))
      and
      deposit such amount in the Payment Account to be applied to pay 

    
      
        
        

      

      
        21

        
          

        

      

      
        
        
the
        principal of the Series 2007-1 Notes pursuant to Section
        2.12
        and (ii)
        deposit any remaining amount in the Cargo Van/Pick-Up Truck Purchase Account,
        after the application of clause
        (i),
        into
        the Cargo Van/Pick-Up Truck Collection Account. For the avoidance of doubt,
        no
        prepayment premium will be payable with respect to principal amounts paid
        pursuant to this Section
        2.8(d).

    

     

    Section
      2.9   Withdrawals
      from the Interest Reserve Account; Demands on the Surety Bond; and Interest
      Shortfall Amount

     

    .
      (a) Withdrawals
      from the Interest Reserve Account to Cover Deficiency.
      If the
      Administrator determines on or after any Determination Date that the Required
      Payment on the Related Payment Date exceeds Available Funds for such Payment
      Date (any such excess, a “Deficiency”),
      the
      Administrator shall notify the Trustee thereof in writing at or before 10:00
      a.m., New York City time, on the Business Day immediately preceding such Payment
      Date, and the Trustee shall, in accordance with such notice, by 11:00 a.m.,
      New
      York City time, on such Payment Date, withdraw from the Interest Reserve Account
      and deposit in the Cargo Van/Pick-Up Truck Collection Account an amount equal
      to
      the lesser of (x) such Deficiency and (y) the Available Interest Reserve Account
      Amount as of such Payment Date.

     

    (b)  Withdrawals
      from the Interest Reserve Account On the Series 2007-1 Legal Final Maturity
      Date.
      If the
      Administrator determines on or after the Determination Date immediately
      preceding the Series 2007-1 Legal Final Maturity Date that the amount of
      Available Funds for the Series 2007-1 Legal Final Maturity Date available on
      the
      Series 2007-1 Legal Final Maturity Date to pay the Aggregate Note Balance is
      less than the Aggregate Note Balance, the Administrator shall notify the Trustee
      thereof in writing at or before 10:00 a.m., New York City time, on the Business
      Day immediately preceding the Series 2007-1 Legal Final Maturity Date, and
      the
      Trustee shall, in accordance with such notice, by 11:00 a.m., New York City
      time, on the Series 2007-1 Legal Final Maturity Date, withdraw from the Interest
      Reserve Account and deposit in the Cargo Van/Pick-Up Truck Collection Account
      an
      amount equal to the lesser of (x) such insufficiency and (y) the Available
      Interest Reserve Account Amount as of the Series 2007-1 Legal Final Maturity
      Date (after giving effect to any withdrawal therefrom pursuant to Section
      2.9(a)
      on the
      Series 2007-1 Legal Final Maturity Date).

     

    (c)  Demands
      on the Surety Bond to Cover Deficiency.
      If the
      Administrator determines on or after any Determination Date that the amount
      of
      Total Available Funds for the Related Payment Date available on such Payment
      Date to pay Series 2007-1 Monthly Interest for such Payment Date is less than
      the Series 2007-1 Adjusted Monthly Interest for such Payment Date, the
      Administrator shall notify the Trustee in writing thereof at or before 10:00
      a.m., New York City time, on the third Business Day preceding such Payment
      Date,
      and the Trustee shall, in accordance with such notice, by 11:00 a.m., New York
      City time, on the second Business Day preceding such Payment Date, make a demand
      on the Surety Bond in an amount equal to such insufficiency in accordance with
      the terms thereof and shall cause the proceeds thereof to be deposited in the
      Payment Account to be applied solely for the payment of such Series 2007-1
      Monthly Interest for such Payment Date.

     

    (d)  Demands
      on the Surety Bond on the Series 2007-1 Legal Final Maturity
      Date.
      If the
      Administrator determines on or after the Determination Date immediately
      preceding the Series 2007-1 Legal Final Maturity Date that the amount of Total
      Available Funds for the 

    
      
        
        

      

      
        22

        
          

        

      

      
        
        
Series
        2007-1 Legal Final Maturity Date available to pay the Aggregate Note Balance
        is
        less than the Outstanding Principal Amount, the Administrator shall notify
        the
        Trustee in writing thereof at or before 10:00 a.m., New York City time, on
        the
        third Business Day preceding the Series 2007-1 Legal Final Maturity Date,
        and
        the Trustee shall, in accordance with such notice, by 11:00 a.m., New York
        City
        time, on the second Business Day preceding the Series 2007-1 Legal Final
        Maturity Date, make a demand on the Surety Bond in an amount equal to such
        insufficiency in accordance with the terms thereof and shall cause the proceeds
        thereof to be deposited in the Payment Account to be applied solely for the
        payment of the Outstanding Principal Amount. 

    

     

    (e)  Interest
      Shortfall Amount; Contingent Additional Interest Shortfall
      Amount.
      If the
      Administrator determines on or after any Determination Date that the amount
      of
      Total Available Funds for the Related Payment Date available on such Payment
      Date to pay Series 2007-1 Monthly Interest for such Payment Date is less than
      Series 2007-1 Adjusted Monthly Interest for such Payment Date and the proceeds
      of any draws on the Surety Bond pursuant to Section
      2.9(c)
      will be
      insufficient to cover such deficiency (any such insufficiency, an “Interest
      Shortfall Amount”),
      payments of interest to the Series 2007-1 Noteholders will be reduced on a
      pro rata
      basis,
      based on the amount of interest payable to each such Series 2007-1 Noteholder,
      by the Interest Shortfall Amount, and an additional amount of interest
      (“Additional
      Interest”)
      shall
      accrue on the Interest Shortfall Amount for each Interest Period at the Series
      2007-1 Note Rate. If the Administrator determines that the amount of Total
      Available Funds for any Payment Date occurring after the Series 2007-1
      Anticipated Repayment Date available on such Payment Date to pay Series 2007-1
      Monthly Contingent Additional Interest for such Payment Date pursuant to
clause
      (2)
      of
paragraph
      (xiv)
      of
Section
      2.10
      is less
      than Series 2007-1 Monthly Contingent Additional Interest for such Payment
      Date
      (any such insufficiency, a “Contingent
      Additional Interest Shortfall Amount”),
      payments to the Series 2007-1 Noteholders pursuant to clause
      (2)
      of
paragraph
      (xiv)
      of
Section
      2.10
      will be
      reduced on a pro rata
      basis by
      the Contingent Additional Interest Shortfall Amount. 

     

    Section
      2.10   Monthly
      Application of Total Available Funds.
      On each
      Payment Date, based solely on the information contained in the Monthly
      Noteholders’ Statement as of the preceding Determination Date with respect to
      Series 2007-1 Notes, the Trustee shall apply an amount equal to the Total
      Available Funds for such Payment Date on deposit in the Cargo Van/Pick-Up Truck
      Collection Account on or prior to such Payment Date in the following order
      of
      priority:

     

    (i)  to
      the
      Fleet Manager, an amount equal to the Monthly Advance Reimbursement Amount
      for
      such Payment Date (or, if the Fleet Manager has deferred payment of any or
      all
      of the Monthly Advance Reimbursement Amount for such Payment Date pursuant
      to
Section
      3.6(b)
      of the
      SPV Fleet Owner Agreement, an amount equal to the portion, if any, of the
      Monthly Advance Reimbursement Amount for such Payment Date for which payment
      has
      not been so deferred); 

     

    (ii)  to
      (x)
      the Administrator, an amount equal to the Monthly Administration Fee for the
      immediately preceding Determination Date and (y) the Nominee Titleholder, an
      amount equal to the Monthly Nominee Titleholder Fee for the immediately
      preceding Determination Date;

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

    (iii)  to
      the
      Trustee, an amount equal to the Trustee Fee for such Payment Date plus
      an
      amount equal to the Capped Trustee’s Expenses as of such Payment Date;


     

    (iv)  to
      the
      Payment Account, an amount equal to the Series 2007-1 Monthly Interest for
      such
      Payment Date plus
      the
      amount of any unpaid Interest Shortfall Amount as of the preceding Payment
      Date,
      together with any Additional Interest on such Interest Shortfall Amount (such
      amount, the “Monthly
      Interest Payment”);
      

     

    (v)  to
      the
      Surety Provider, an amount equal to the Surety Provider Fee for the related
      Interest Period; 

     

    (vi)  to
      the
      Surety Provider, any indemnities payable to the Surety Provider on such Payment
      Date pursuant to the Insurance Agreement; provided,
      however,
      that
      the sum of all the amounts paid under this paragraph
      (vi)
      since
      the Series 2007-1 Closing Date shall not exceed $500,000 in the
      aggregate;

     

    (vii)  to
      the
      Surety Provider, any amounts due as of such date to the Surety Provider pursuant
      to the Insurance Agreement in respect of unreimbursed draws under the Surety
      Bond, including interest thereon determined in accordance with the Insurance
      Agreement, in excess of the amount payable to the Surety Provider pursuant
      to
paragraph
      (vi)
      above on
      such Payment Date; 

     

    (viii)  to
      the
      Interest Reserve Account, an amount equal to the lesser of (1) the Cumulative
      Interest Reserve Account Withdrawal Amount as of such Payment Date and (2)
      the
      excess of (x) the Required Interest Reserve Account Amount as of such Payment
      Date over (y) the Available Interest Reserve Account Amount on such Payment
      Date;

     

    (ix)  on
      any
      Payment Date prior to the occurrence of a Rapid Amortization Event, to the
      Cargo
      Van/Pick-Up Truck Purchase Account, an amount equal to the Targeted Principal
      Deposit for such Payment Date; 

     

    (x)  to
      the
      Interest Reserve Account, an amount equal to the excess of (x) the Required
      Interest Reserve Account Amount as of such Payment Date over (y) the Available
      Interest Reserve Account Amount on such Payment Date, after giving effect to
      any
      amounts deposited pursuant to paragraph
      (viii)
      above;

     

    (xi)  (1)
      prior
      to the occurrence of a Rapid Amortization Event, on each Payment Date following
      the occurrence and during the continuance of a DSCR Deficiency Event, to the
      DSCR Deficiency Account, an amount equal to 50% of the remaining Total Available
      Funds for such Payment Date after application thereof pursuant to paragraphs
      (i)
      through
(x)
      above
      and (2) on any Payment Date after the occurrence and during the continuance
      of a
      Rapid Amortization Event, to the Payment Account, an amount equal to the lesser
      of (x) the Aggregate Note Balance on such Payment Date and (y) the remaining
      Total Available Funds for such Payment Date after application thereof pursuant
      to paragraphs
      (i)
      through
(viii)
      and
(x)
      above;


     

    (xii)  to
      the
      Surety Provider, an amount equal to the excess of (x) the amount of any
      indemnities payable to the Surety Provider on such Payment Date pursuant to
      the


    
      
        
        

      

      
        24

        
          

        

      

      
        
        
      Insurance
        Agreement over (y) the
        amount paid to the Surety Provider pursuant to paragraph
        (vi)
        above on
        such Payment Date; 

    

     

    (xiii)  on
      each
      Residual Loss Cash Trap Payment Date prior to the occurrence and continuation
      of
      a Rapid Amortization Event, to the Residual Loss Cash Trap Account, an amount
      equal to the Residual Loss Cash Trap Amount as of such Payment
      Date;

     

    (xiv)  (1)
      on
      each Payment Date during the Series 2007-1 Revolving Period, to the Payment
      Account, an amount equal to the Partial Amortization Amount Premium, if any,
      with respect to any Partial Amortization Amount on such Payment Date, and (2)
      on
      each Payment Date after the Series 2007-1 Anticipated Repayment Date, to the
      Payment Account, an amount equal to the Series 2007-1 Contingent Additional
      Monthly Interest for such Payment Date plus
      the
      amount of any unpaid Contingent Additional Interest Shortfall Amount as of
      the
      preceding Payment Date (such amount, the “Monthly
      Contingent Additional Interest Payment”);
      

     

    (xv)  to
      the
      Trustee, an amount equal to the excess of (x) the fees, expenses and indemnities
      (other than the Trustee Fee) owing to the Trustee under the Indenture on such
      Payment Date over (y) the Capped Trustee’s Expenses as of such Payment Date;


     

    (xvi)  to
      any
      Permitted Note Issuance Trustee, any amounts owing by any Cargo Van/Pick-Up
      Truck SPV to such Permitted Note Issuance Trustee under any Cargo Van/Pick-Up
      Truck SPV Permitted Note Limited Guarantee to which such Cargo Van/Pick-Up
      Truck
      SPV is a party; and

     

    (xvii)  at
      the
      direction of the Issuers, an amount equal to the remaining Total Available
      Funds
      for such Payment Date.

     

    Section
      2.11   Payment
      of Monthly Interest Payment, Monthly Contingent Additional Interest Payment
      and
      Premium.
      (a) On
      each Payment Date, based solely on the information contained in the Monthly
      Noteholders’ Statement as of the preceding Determination Date with respect to
      the Series 2007-1 Notes, the Trustee shall, in accordance with Section
      6.1
      of the
      Base Indenture, distribute pro rata
      to each
      Series 2007-1 Noteholder, from the Payment Account (i) the Monthly Interest
      Payment to the extent of the amount deposited in the Payment Account for the
      payment of interest pursuant to Section
      2.9(c)
      and
Section
      2.10(iv)
      and (ii)
      the Monthly Contingent Additional Interest Payment to the extent of the amount
      deposited in the Payment Account pursuant to clause
      (2)
      of
Section
      2.10(xiv).

     

    (b) On
      each
      Prepayment Date, based solely on the information contained in the Monthly
      Noteholders’ Statement as of the preceding Determination Date with respect to
      the Series 2007-1 Notes, the Trustee shall, in accordance with Section
      6.1
      of the
      Base Indenture, distribute pro rata
      to each
      Series 2007-1 Noteholder, from the Payment Account the Partial Amortization
      Amount Premium to the extent of the amount, if any, deposited in the Payment
      Account pursuant to clause
      (1)
      of
paragraph
      (xiv)
      of
Section
      2.10
      or the
      Optional Prepayment Premium to the extent of the amount thereof, if any,
      deposited in the Payment Account pursuant to Section
      5.1.
      

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

    Section
      2.12   Payment
      of Note Principal.
      (a)
      The
      principal amount of the Series 2007-1 Notes shall be due and payable on the
      Series 2007-1 Legal Final Maturity Date.

     

    (b)  On
      each
      Payment Date, based solely on the information contained in the Monthly
      Noteholders’ Statement as of the preceding Determination Date with respect to
      Series 2007-1 Notes, the Trustee shall, in accordance with Section
      6.1
      of the
      Base Indenture, distribute, pro rata
      to each
      Series 2007-1 Noteholder from the Payment Account the amount, if any, deposited
      therein pursuant to Section
      2.2(e),
      Section
      2.4(e),
      Section
      2.8(c),
      Section
      2.8(d), clause
      (2)
      of
paragraph
      (xi)
      of
Section
      2.10
      and
Section
      5.1
      in order
      to pay the Aggregate Note Balance. 

     

    (c)  The
      Trustee shall notify the Person in whose name a Series 2007-1 Note is registered
      at the close of business on the Series 2007-1 Record Date preceding the Payment
      Date on which the Issuers expect that the final installment of principal of
      and
      interest on such Series 2007-1 Note will be paid. Such notice shall be made
      at
      the expense of the Administrator and shall be mailed within three (3) Business
      Days of receipt of a Monthly Noteholders’ Statement with respect to the Series
      2007-1 Notes indicating that such final payment will be made and shall specify
      that such final installment will be payable only upon presentation and surrender
      of such Series 2007-1 Note and shall specify the place where such Series 2007-1
      Note may be presented and surrendered for payment of such installment. Notices
      in connection with prepayments in full of Series 2007-1 Notes shall be
      (i) transmitted by facsimile to Series 2007-1 Noteholders holding Global
      Notes and (ii) sent by registered mail to Series 2007-1 Noteholders holding
      Definitive Notes and shall specify that such final installment will be payable
      only upon presentation and surrender of such Series 2007-1 Note and shall
      specify the place where such Series 2007-1 Note may be presented and surrendered
      for payment of such installment.

     

    Section
      2.13   Administrator’s
      Failure to Instruct the Trustee to Make a Deposit or Payment.
      (a)
      The
      Issuers shall, pursuant to Section
      2.5
      of the
      Administration Agreement, request the Administrator to perform each duty
      required to be performed by the Administrator hereunder, including making each
      determination required pursuant to Section
      2.9.
      If the
      Administrator or any Issuer fails to give notice or instructions to make any
      payment from or deposit into the Cargo Van/Pick-Up Truck Collection Account
      or
      any other Series Account required to be given by the Administrator or such
      Issuer, at the time specified in the Indenture, the Administration Agreement
      or
      any other Related Document (including applicable grace periods), the Trustee
      shall make such payment or deposit into or from the Cargo Van/Pick-Up Truck
      Collection Account or such other Series Account without such notice or
      instruction from the Administrator or such Issuer; provided
      that the
      Administrator or such Issuer, upon request of the Trustee, promptly provides
      the
      Trustee with all information necessary to allow the Trustee to make such a
      payment or deposit. When any payment or deposit hereunder or under any other
      Related Document is required to be made by the Trustee or the Paying Agent
      at or
      prior to a specified time, the Administrator or an Issuer shall deliver any
      applicable written instructions with respect thereto reasonably in advance
      of
      such specified time. 

     

    (b)  The
      Controlling Party is hereby authorized (but shall not be obligated) to deliver
      any information or instructions contemplated in this Section
      2.13
      that are
      not timely delivered by or on behalf of the Administrator or any
      Issuer.

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

     

    Section
      2.14   Trustee
      as Securities Intermediary (a)
      The
      Trustee or other Person holding a Series 2007-1 Account shall be the “Securities
      Intermediary”. If the Securities Intermediary in respect of any Series 2007-1
      Account is not the Trustee, the Issuers shall obtain the express agreement
      of
      such Person to the obligations of the Securities Intermediary set forth in
      this
Section
      2.14.
      

     

    (b)  
      The
      Securities Intermediary agrees that:

     

    (i)  The
      Series 2007-1 Accounts are accounts to which “financial assets” within the
      meaning of Section 8-102(a)(9) of the New York UCC (“Financial
      Assets”)
      will
      be credited;

     

    (ii)  All
      securities or other property underlying any Financial Assets credited to any
      Series 2007-1 Account shall be registered in the name of the Securities
      Intermediary, indorsed to the Securities Intermediary or in blank or credited
      to
      another securities account maintained in the name of the Securities Intermediary
      and in no case will any Financial Asset credited to any Series 2007-1 Account
      be
      registered in the name of any Issuer, payable to the order of any Issuer or
      specially endorsed to any Issuer;

     

    (iii)  All
      property delivered to the Securities Intermediary pursuant to this Series
      Supplement will be promptly credited to the appropriate Series 2007-1
      Account;

     

    (iv)  Each
      item
      of property (whether investment property, security, instrument or cash) credited
      to a Series 2007-1 Account shall be treated as a Financial Asset;

     

    (v)  If
      at any
      time the Securities Intermediary shall receive any entitlement order from the
      Trustee directing transfer or redemption of any Financial Asset relating to
      the
      Series 2007-1 Accounts, the Securities Intermediary shall comply with such
      entitlement order without further consent by any Issuer or the
      Administrator;

     

    (vi)  The
      Series 2007-1 Accounts shall be governed by the laws of the State of New York,
      regardless of any provision of any other agreement. For purposes of all
      applicable UCCs, New York shall be deemed to the Securities Intermediary’s
      jurisdiction and the Series 2007-1 Accounts (as well as the “securities
      entitlements” (as defined in Section 8-102(a)(17) of the New York UCC) related
      thereto) shall be governed by the laws of the State of New York;

     

    (vii)  The
      Securities Intermediary has not entered into, and until termination of this
      Series Supplement, will not enter into, any agreement with any other Person
      relating to the Series 2007-1 Accounts and/or any Financial Assets credited
      thereto pursuant to which it has agreed to comply with entitlement orders (as
      defined in Section 8-102(a)(8) of the New York UCC) of such other Person and
      the
      Securities Intermediary has not entered into, and until the termination of
      this
      Series Supplement will not enter into, any agreement with any Issuer


    
      
        
        

      

      
        27

        
          

        

      

      
        
        
          purporting
        to limit or condition
        the obligation of the Securities Intermediary to comply with entitlement
        orders
        as set forth in Section
        2.14(b)(v);
        and

    

     

    (viii)  Except
      for the claims and interest of the Trustee and the Issuers in the Series 2007-1
      Accounts, the Securities Intermediary knows of no claim to, or interest, in
      the
      Series 2007-1 Accounts or in any Financial Asset credited thereto. If the
      Securities Intermediary has actual knowledge of the assertion by any other
      person of any lien, encumbrance, or adverse claim (including any writ,
      garnishment, judgment, warrant of attachment, execution or similar process)
      against any Series 2007-1 Account or in any Financial Asset carried therein,
      the
      Securities Intermediary will promptly notify the Trustee, the Administrator
      and
      the Issuers thereof.

     

    The
      Trustee shall possess all right, title and interest in all funds on deposit
      from
      time to time in the Series 2007-1 Accounts and in all proceeds thereof, and
      shall be the only person authorized to originate entitlement orders in respect
      of the Series 2007-1 Accounts. So long as the Trustee is the Securities
      Intermediary, it shall have the benefit of Section
      11.11
      of the
      Base Indenture in such capacity.

     

     

    ARTICLE
      III  

     

     

    RAPID
      AMORTIZATION EVENTS

     

    In
      addition to the Rapid Amortization Events set forth in Section
      10.1
      of the
      Base Indenture, any of the following shall be a Rapid Amortization Event and
      collectively shall constitute the Rapid Amortization Events set forth in
Section
      10.1(g)
      of the
      Base Indenture (without notice or other action on the part of any
      Person):

     

    (a)  all
      principal of and interest on the Series 2007-1 Notes is not paid in full on
      or
      before the Series 2007-1 Anticipated Repayment Date; 

     

    (b)  the
      occurrence of a Surety Default; and

     

    (c)  a
      DSCR
      Deficiency Event exists as of more than nine (9) consecutive Determination
      Dates.

     

    A
      Rapid
      Amortization Event with respect to the Series 2007-1 Notes described in
clause
      (b)
      above
      will not be subject to waiver.

     

     

    ARTICLE
      IV  

     

     

    FORM
      OF SERIES 2007-1 NOTES

     

    Section
      4.1   Initial
      Issuance of Series 2007-1 Notes.
      The
      Series 2007-1 Notes are being offered and sold by the Issuers pursuant to a
      Purchase Agreement, dated May 25, 2007, among the Issuers, UHI, Lehman Brothers
      Inc. and Merrill, Lynch, Pierce, Fenner & Smith Incorporated. The Series
      2007-1 Notes will be resold initially only to (1) qualified institutional


    
      
        
        

      

      
        28

        
          

        

      

      
        
        
buyers
        (as defined in Rule 144A) (“Qualified
        Institutional Buyers”)
        in
        reliance on Rule 144A under the Securities Act (“Rule
        144A”)
        and
        (2) in the case of offers outside the United States, to Persons other than
        U.S.
        Persons (as defined in Regulation S of the Securities Act (“Regulation
        S”))
        in
        accordance with Rule 903 of Regulation S.

    

     

    Section
      4.2   Restricted
      Global Series 2007-1 Notes.
      The
      Series 2007-1 Notes offered and sold in their initial distribution in reliance
      upon Rule 144A will be issued in book-entry form and represented by one or
      more
      permanent Global Notes in fully registered form without interest coupons (each,
      a “Restricted
      Global Series 2007-1 Note”),
      substantially in the form set forth in Exhibit
      A-1,
      registered in the name of Cede & Co., as nominee of DTC, duly executed by
      each Issuer and authenticated by the Trustee in the manner set forth in
Section
      2.5
      of the
      Base Indenture and deposited with the Trustee, as custodian of DTC. The
      aggregate initial principal amount of the Restricted Global Series 2007-1 Note
      may from time to time be increased or decreased by adjustments made on the
      records of the Trustee, as custodian for DTC, in connection with a corresponding
      decrease or increase in the aggregate initial principal amount of the Temporary
      Global Series 2007-1 Note or the Permanent Global Series 2007-1 Note, as
      hereinafter provided.

     

    Section
      4.3   Temporary
      Global Series 2007-1 Notes; Permanent Global Series 2007-1 Notes.
      Series
      2007-1 Notes offered and sold on the Series 2007-1 Closing Date in reliance
      upon
      Regulation S will be issued in the form of one or more temporary notes in
      registered form without interest coupons (each, a “Temporary
      Global Series 2007-1 Note”),
      substantially in the form set forth in Exhibit
      A-2,
      registered in the name of Cede & Co., as nominee of DTC, duly executed by
      each Issuer and authenticated by the Trustee in the manner set forth in
Section
      2.5
      of the
      Base Indenture and deposited on behalf of the purchasers of the Series 2007-1
      Notes represented thereby with the Trustee, as custodian for DTC, and registered
      in the name of a nominee of Cede & Co., as nominee of DTC, for the account
      of Euroclear or Clearstream. After the termination of the Restricted Period,
      interests in the Temporary Global Series 2007-1 Notes, as to which the Trustee
      has received from Euroclear or Clearstream, as the case may be, a certificate
      substantially in the form of Exhibit
      B
      to the
      effect that Euroclear or Clearstream, as applicable, has received a certificate
      substantially in the form of Exhibit
      C,
      shall
      be exchanged, in whole or in part, for interests in one or more permanent global
      notes in registered form without interest coupons, substantially in the form
      of
Exhibits
      A-3,
      as
      hereinafter provided (the “Permanent
      Global Series 2007-1 Notes”).
      To
      effect such exchange each Issuer shall execute and the Trustee shall
      authenticate and deliver to the applicable Foreign Clearing Agency, for credit
      to the respective accounts of the owners of the beneficial interests in the
      Series 2007-1 Notes, a duly executed and authenticated Permanent Global Series
      2007-1 Note, representing the principal amount of interests in the Temporary
      Global Series 2007-1 Note initially exchanged for interests in the Permanent
      Global Series 2007-1 Note. The aggregate principal amount of the Temporary
      Global Series 2007-1 Note and the Permanent Global Series 2007-1 Note may from
      time to time be increased or decreased by adjustments made on the Temporary
      Global Series 2007-1 Note or the Permanent Global Series 2007-1 Note, as
      applicable, or in the records of the Trustee, as custodian for DTC, as
      hereinafter provided.

     

    Section
      4.4   Definitive
      Notes.
      No
      Series 2007-1 Note Owner will receive a Definitive Note representing such Series
      2007-1 Note Owner’s interest in the Series 2007-1 Notes other than in accordance
      with Section
      2.16
      of the
      Base Indenture.

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

     

    Section
      4.5   Transfer
      and Exchange

     

    .
      (a)  So
      long
      as a Series 2007-1 Note remains outstanding and is held by or on behalf of
      a
      Clearing Agency or a Foreign Clearing Agency, transfers of such Book-Entry
      Note,
      in whole or in part, or interests therein, shall only be made in accordance
      with
      this Section
      4.5(a).

     

    (i)  Transfers
      of Book-Entry Notes.
      Subject
      to clauses (iii) and (iv) of this Section
      4.5(a),
      transfers of a Book-Entry Note shall be limited to transfers of such Book-Entry
      Note in whole, but not in part, to nominees of the applicable Clearing Agency
      or
      Foreign Clearing Agency or to a successor Clearing Agency or Foreign Clearing
      Agency or such successor Clearing Agency’s or Foreign Clearing Agency’s
      nominee.

     

    (ii)  Transfers
      of Interests in Restricted Global Series 2007-1 Notes.
      The
      transfer by an owner of a beneficial interest in a Restricted Global Series
      2007-1 Note to a Person who wishes to take delivery thereof in the form of
      a
      beneficial interest in the same Restricted Global Series 2007-1 Note shall
      be
      made upon the deemed representation of the transferee that:

     

     

    (A)  It
      is a
      Qualified Institutional Buyer and is acquiring the Series 2007-1 Notes for
      its
      own account or for an account with respect to which it exercises sole investment
      discretion that is a Qualified Institutional Buyer; 

     

     

    (B)  It
      is
      aware that the sale to it is being made in reliance on Rule 144A and
      acknowledges that it has received such information regarding the Issuers as
      such
      transferee has requested pursuant to Rule 144A or has determined not to
      request such information and that it is aware that the transferor is relying
      upon its foregoing representations in order to claim the exemption from
      registration provided by Rule 144A;

     

     

    (C)  It
      understands that the Series 2007-1 Notes purchased by it will be offered, and
      may be transferred, only in a transaction not involving any public offering
      within the meaning of the Securities Act, and that, if in the future it decides
      to resell, pledge or otherwise transfer any Series 2007-1 Notes, such Series
      2007-1 Notes may be resold, pledged or transferred only (a) to a person who
      the
      seller reasonably believes is a Qualified Institutional Buyer that purchases
      for
      its own account or for the account of a Qualified Institutional Buyer to whom
      notice is given that the resale, pledge or transfer is being made in reliance
      on
      Rule 144A, (b) outside the United States to a non-U.S. Person (as such term
      is
      defined in Regulation S of the Securities Act) in a transaction in compliance
      with Regulation S of the Securities Act, (c) pursuant to an effective
      registration statement under the Securities Act or (d) in reliance on another
      exemption under the Securities Act, in each case in accordance with any
      applicable securities laws of any state of the United States; and

     

     

    (D)  It
      understands that the Series 2007-1 Notes will bear a legend substantially as
      set
      forth in Section
      4.6(a)(i).

    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    

     

    


    (iii)  Transfer
      of Interests in Restricted Global Series 2007-1 Note to Temporary Global Series
      2007-1 Note Prior to the Exchange Date.
      If an
      owner of a beneficial interest in the Restricted Global Series 2007-1 Note
      wishes at any time to exchange its interest in such Restricted Global Series
      2007-1 Note for an interest in the Temporary Global Series 2007-1 Note, or
      to
      transfer such interest to a Person who wishes to take delivery thereof in the
      form of a beneficial interest in the Temporary Global Series 2007-1 Note, such
      owner may, subject to the rules and procedures of DTC, Euroclear and Clearstream
      (the “Applicable
      Procedures”),
      exchange or cause the exchange or transfer of such interest for an equivalent
      beneficial interest in the Temporary Global Series 2007-1 Note in accordance
      with the provisions of this Section
      4.5(a)(iii).
      Upon
      receipt by the Registrar of (1) written instructions given in accordance with
      the Applicable Procedures from a Clearing Agency Participant directing the
      Registrar to credit or cause to be credited to a specified Clearing Agency
      Participant’s account a beneficial interest in the Temporary Global Series
      2007-1 Note in a principal amount equal to that of the beneficial interest
      in
      the Restricted Global Series 2007-1 Note to be so exchanged or transferred,
      (2)
      a written order given in accordance with the Applicable Procedures containing
      information regarding the account of the Clearing Agency Participant (and the
      applicable Foreign Clearing Agency) to be credited with such increase, and
      the
      account of the Clearing Agency Participant to be debited, and (3) a certificate
      in substantially the form of Exhibit
      D-1
      attached
      hereto given by the owner of such beneficial interest in the Restricted Global
      Series 2007-1 Note, the Registrar, if it is not U.S. Bank National Association,
      shall instruct U.S. Bank National Association, custodian of DTC, to reduce
      the
      Restricted Global Series 2007-1 Note by the aggregate principal amount of the
      beneficial interest in the Restricted Global Series 2007-1 Note to be so
      exchanged or transferred and to increase the principal amount of the Temporary
      Global Series 2007-1 Note by the aggregate principal amount of the beneficial
      interest in the Restricted Global Series 2007-1 Note to be so exchanged or
      transferred, and to credit or cause to be credited to the account of the Person
      specified in such instructions (who shall be the Clearing Agency Participant
      of
      the applicable Foreign Clearing Agency) a beneficial interest in the Temporary
      Global Series 2007-1 Note equal to the reduction in the principal amount of
      the
      Restricted Global Series 2007-1 Note.

     

    (iv)  Transfer
      of Interests in Restricted Global Series 2007-1 Note to Permanent Global Series
      2007-1 Note After the Restricted Period.
      If,
      after the Restricted Period, an owner of a beneficial interest in the Restricted
      Global Series 2007-1 Note wishes at any time to exchange its interest in such
      Restricted Global Series 2007-1 Note for an interest in the Permanent Global
      Series 2007-1 Note, or to transfer its interest in such Restricted Global Series
      2007-1 Note to a Person who wishes to take delivery thereof in the form of
      an
      interest in the Permanent Global Series 2007-1 Note, such owner may, subject
      to
      the Applicable Procedures, exchange or cause the exchange or transfer of such
      interest for an equivalent beneficial interest in the Permanent Global Series
      2007-1 Note in accordance with the provisions of this Section
      4.5(a)(iv).
      Upon
      receipt by the Registrar of (1) written instructions given in accordance with
      the Applicable Procedures from a Clearing Agency Participant directing the
      Registrar to credit or cause to be credited to a specified Clearing Agency
      Participant’s account a beneficial interest in the Permanent Global Series
      2007-1 Note in a principal amount equal to that of the beneficial interest
      in
      the Restricted Global Series 2007-1 Note to be exchanged or transferred, (2)
      a
      written order given in 

    
      
        
        

      

      
        31

        
          

        

      

      
        
        
accordance
        with the Applicable Procedures containing information regarding the account
        of
        the Clearing Agency Participant (and the applicable Foreign Clearing Agency)
        to
        be credited with, and the account of the Clearing Agency Participant to be
        debited for, such increase and (3) a certificate in substantially the form
        of
Exhibit
        D-2
        attached
        hereto given by the owner of such beneficial interest in the Restricted Global
        Series 2007-1 Note, the Registrar, if it is not U.S. Bank National Association,
        shall instruct U.S. Bank National Association, as custodian of DTC, to reduce
        the Restricted Global Series 2007-1 Note by the aggregate principal amount
        of
        the beneficial interest in the Restricted Global Series 2007-1 Note to be
        so
        exchanged or transferred and to increase the principal amount of the Permanent
        Global Series 2007-1 Note by the aggregate principal amount of the beneficial
        interest in the Restricted Global Series 2007-1 Note to be so exchanged or
        transferred, and to credit or cause to be credited to the account of the
        Person
        specified in such instructions (which shall be the Clearing Agency Participant
        for the Foreign Clearing Agency) a beneficial interest in the Permanent Global
        Series 2007-1 Note equal to the reduction in the principal amount of the
        Restricted Global Series 2007-1 Note.

    

     

    (v)  Transfer
      of Interests in Temporary Global Series 2007-1 Note or Permanent Global Series
      2007-1 Note to Restricted Global Series 2007-1 Note.
      If an
      owner of a beneficial interest in the Temporary Global Series 2007-1 Note or
      the
      Permanent Global Series 2007-1 Note wishes at any time to exchange its interest
      in such Temporary Global Series 2007-1 Note or Permanent Global Series 2007-1
      Note for an interest in the Restricted Global Series 2007-1 Note, or to transfer
      its interest in such Temporary Global Series 2007-1 Note or Permanent Global
      Series 2007-1 Note to a Person who wishes to take delivery thereof in the form
      of an interest in the Restricted Global Series 2007-1 Note, such owner may,
      subject to the Applicable Procedures, exchange or cause the exchange or transfer
      of such interest for an equivalent beneficial interest in the Restricted Global
      Series 2007-1 Note in accordance with the provisions of this Section
      4.5(a)(v).
      Upon
      receipt by the Registrar of (1) written instructions given in accordance with
      the Applicable Procedures from a Clearing Agency Participant directing the
      Registrar to credit or cause to be credited a beneficial interest in the
      Restricted Global Series 2007-1 Note equal to the beneficial interest in the
      Temporary Global Series 2007-1 Note or Permanent Global Series 2007-1 Note,
      as
      the case may be, to be exchanged or transferred, (2) a written order given
      in
      accordance with the Applicable Procedures containing information regarding
      the
      account of the Clearing Agency Participant (and the applicable Foreign Clearing
      Agency) to be credited with, and the account of the Clearing Agency Participant
      to be debited for, such increase and (3) with respect to a transfer of a
      beneficial interest in the Temporary Global Series 2007-1 Note, a certificate
      substantially in the form of Exhibit
      D-3
      attached
      hereto given by the owner of such beneficial interest in such Temporary Global
      Series 2007-1 Note, the Registrar, if it is not U.S. Bank National Association,
      shall instruct U.S. Bank National Association, as custodian of DTC, to reduce
      the Temporary Global Series 2007-1 Note or the Permanent Global Series 2007-1
      Note, as the case may be, by the aggregate principal amount of the beneficial
      interest in the Temporary Global Series 2007-1 Note or Permanent Global Series
      2007-1 Note to be exchanged or transferred, and to increase the principal amount
      of the Restricted Global Series 2007-1 Note by the aggregate principal amount
      of
      the beneficial interest in the Temporary Global Series 2007-1 Note or Permanent
      Global Series 2007-1 Note to be so exchanged or transferred, and to credit
      or
      cause to be 

    
      
        
        

      

      
        32

        
          

        

      

      
        
        
credited
        to the account of the Person (which shall be a Clearing Agency Participant)
        specified in such instructions a beneficial interest in the Restricted Global
        Series 2007-1 Note equal to the reduction in the principal amount of the
        Temporary Global Series 2007-1 Note or the Permanent Global Series 2007-1
        Note.

    

     

    (b)  In
      the
      event that a Global Note evidencing a Series 2007-1 Note or any portion thereof
      is exchanged for Definitive Notes, such Series 2007-1 Notes may in turn be
      exchanged (upon transfer or otherwise) for Definitive Notes or for a beneficial
      interest in a Global Note (if any is then outstanding) only in accordance with
      such procedures, which shall be substantially consistent with the provisions
      of
Sections
      4.5(a)
      (including the certification requirement intended to ensure that transfers
      and
      exchanges of beneficial interests in the Series 2007-1 Notes comply with Rule
      144A or Regulation S under the Securities Act, as the case may be) and any
      applicable procedures, as may be adopted from time to time by the Issuers and
      the Registrar. 

     

    (c)  Until
      the
      termination of the Restricted Period, interests in the Temporary Global Series
      2007-1 Notes may be held only through Clearing Agency Participants acting for
      and on behalf of a Foreign Clearing Agency; provided,
      that
      this Section
      4.5(c)
      shall
      not prohibit any transfer in accordance with Section
      4.5(a).
      After
      the expiration of the Restricted Period, interests in the Permanent Global
      Series 2007-1 Notes may be transferred without requiring any
      certifications.

     

    Section
      4.6   Legending
      of Notes.
      (a)
      The
      Restricted Global Series 2007-1 Note, the Temporary Global Series 2007-1 Note
      and the Permanent Global Series 2007-1 Note shall bear the following legends
      to
      the extent indicated:

     

    (i)  The
      Restricted Global Series 2007-1 Note and the Permanent Global Series 2007-1
      Note
      shall bear the following legend:

     

    “THIS
      NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED
      (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. THE HOLDER OF THIS NOTE BY
      ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER THIS NOTE
      ONLY
      (A) TO U-HAUL S FLEET, LLC, 2007 BE-1, LLC OR 2007 BP-1, LLC (THE “ISSUERS’),
      (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER
      THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE
      PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON IT
      REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A
      (A “QIB”) THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB TO WHOM
      NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,
      (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES
      WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT
      TO
      ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
      ACT, SUBJECT TO THE RIGHT OF THE ISSUERS, THE TRUSTEE AND THE TRANSFER AGENT,
      PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (E), 

    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    

    TO
      REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER
      INFORMATION SATISFACTORY TO THEM, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE
      SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION.
      THE
      HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER
      FROM IT OF THE RESALE RESTRICTIONS SET FORTH ABOVE.”

     

    (ii)  The
      Temporary Global Series 2007-1 Note shall bear the following
      legend:

     

    “THIS
      NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED
      (THE “SECURITIES ACT”), OR ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR
      OTHER JURISDICTION OF THE UNITED STATES. UNTIL 40 DAYS AFTER THE LATER OF THE
      COMMENCEMENT OF THE OFFERING AND THE ORIGINAL ISSUE DATE OF THE NOTES (THE
      “RESTRICTED PERIOD”) IN CONNECTION WITH THE OFFERING OF THE NOTES IN THE UNITED
      STATES AND OUTSIDE OF THE UNITED STATES, THE SALE, PLEDGE OR TRANSFER OF THIS
      NOTE IS SUBJECT TO CERTAIN CONDITIONS AND RESTRICTIONS. THE HOLDER HEREOF,
      BY
      PURCHASING OR OTHERWISE ACQUIRING THIS NOTE, ACKNOWLEDGES THAT THIS NOTE HAS
      NOT
      BEEN REGISTERED UNDER THE SECURITIES ACT AND AGREES FOR THE BENEFIT OF U-HAUL
      S
      FLEET, LLC, 2007 BE-1, LLC AND 2007 BP-1, LLC (THE “ISSUERS”) THAT THIS NOTE MAY
      BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH
      THE SECURITIES ACT AND OTHER APPLICABLE LAWS OF THE STATES, TERRITORIES AND
      POSSESSIONS OF THE UNITED STATES GOVERNING THE OFFER AND SALE OF SECURITIES,
      AND
      PRIOR TO THE EXPIRATION OF THE RESTRICTED PERIOD, ONLY (1) IN AN OFFSHORE
      TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT, (2)
      PURSUANT TO AND IN ACCORDANCE WITH RULE 144A UNDER THE SECURITIES ACT OR (3)
      TO
      ANY ISSUER.”

    


    (iii)  Each
      of
      the Global Notes evidencing the Series 2007-1 Notes shall bear the following
      legends:

     

    “THIS
      NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED
      TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY (“DTC”), A NEW
      YORK CORPORATION, NEW YORK, NEW YORK 10004, OR A NOMINEE THEREOF. THIS NOTE
      MAY
      NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER
      OF THIS NOTE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON
      OTHER THAN DTC OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES
      DESCRIBED IN THE INDENTURE.

    


    UNLESS
      THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO ANY ISSUER
      OR
      THE REGISTRAR, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
      OR IN SUCH OTHER NAME AS IS 

    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    

    REQUESTED
      BY AN AUTHORIZED REPRESENTATIVE OF DTC, AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
      OF
      DTC, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
      ANY PERSON IS WRONGFUL BECAUSE THE REGISTERED OWNER, CEDE & CO., HAS AN
      INTEREST HEREIN.”

    


    (b)  Upon
      any
      transfer, exchange or replacement of Series 2007-1 Notes bearing such legend,
      or
      if a request is made to remove such legend on a Series 2007-1 Note, the Series
      2007-1 Notes so issued shall bear such legend, or such legend shall not be
      removed, as the case may be, unless there is delivered to the Issuers and the
      Trustee such satisfactory evidence, which may include an opinion of counsel,
      as
      may be reasonably required by the Issuers that neither such legend nor the
      restrictions on transfer set forth therein are required to ensure that transfers
      thereof comply with the provisions of Rule 144A, Rule 144 or Regulation S.
      Upon
      provision of such satisfactory evidence, the Trustee, at the direction of the
      Issuers, shall authenticate and deliver a Series 2007-1 Note that does not
      bear
      such legend.

     

     

    ARTICLE
      V  

     

     

    GENERAL

     

    Section
      5.1   Optional
      Prepayment.
      The
      Issuers shall have the option to prepay the Series 2007-1 Notes in whole, or
      from time to time in part, on any Payment Date during the Series 2007-1
      Revolving Period with funds available pursuant to paragraph
      (xvii)
      of
Section
      2.10
      or other
      funds (other than Collections); provided,
      however,
      that as
      a condition precedent to any such optional prepayment, on or prior to any such
      Prepayment Date the Issuers shall have paid (x) all Surety Provider Fees and
      all
      other Surety Provider Reimbursement Amounts due and unpaid as of such Prepayment
      Date to the Surety Provider and (y) each other Issuer Obligation due and unpaid
      as of such Prepayment Date to the applicable Person. The Issuers shall give
      Trustee and the Surety Provider at least ten (10) Business Days’ prior written
      notice of any Prepayment Date on which the Issuers intend to exercise such
      option to prepay. The Optional Prepayment Premium with respect to the Optional
      Prepayment Amount being paid on such Prepayment Date shall be due and payable
      by
      the Issuers on such Prepayment Date. Not later than 11:00 a.m., New York City
      time, on the Business Day immediately preceding such Prepayment Date, the
      Issuers shall deposit in the Payment Account an amount equal to the Optional
      Prepayment Amount plus
      the
      Optional Prepayment Premium, if any, with respect thereto in immediately
      available funds. The funds deposited into the Payment Account will be paid
      by
      the Trustee to the Series 2007-1 Noteholders on such Prepayment Date pursuant
      to
Section
      2.11(b)
      and
Section
      2.12(b). 

     

    Section
      5.2   Optional
      Prepayment of Permitted Notes.
      USF
      hereby agrees that, during the Series 2007-1 Rapid Amortization Period, it
      shall
      not, and shall not allow any Permitted Note Issuance SPV to, optionally prepay
      any Permitted Notes (other than in connection with the disposition of any
      collateral securing such Permitted Notes in accordance with the applicable
      Permitted Note Issuance Related Documents) without the prior written consent
      of
      the Controlling Party.

    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

    

     

    Section
      5.3   Information.
      The
      Issuers hereby agree to provide to the Trustee and the Surety Provider, on
      each
      Determination Date, a Monthly Noteholders’ Statement with respect to the Series
      2007-1 Notes, substantially in the form of Exhibit
      E,
      setting
      forth as of the last day of the Related Monthly Period and for such Monthly
      Period the information set forth therein. The Trustee shall make each Monthly
      Noteholders’ Statement available to the Series 2007-1 Noteholders on or prior to
      each Payment Date via the Trustee’s internet website at www.usbank.com\abs on a
      password protected basis, and shall supply such password to each Series 2007-1
      Noteholder of record as of the immediately preceding Series 2007-1 Record Date.
      The Trustee shall be permitted to change the method by which it makes any
      Monthly Noteholders’ Statement available to Series 2007-1 Noteholders so long as
      such method is no more burdensome to any Series 2007-1 Noteholder; provided
      that the
      Trustee shall provide timely and adequate notification to the Series 2007-1
      Noteholders of any such change. Notwithstanding any of the foregoing to the
      contrary, a copy of each Monthly Noteholders’ Statement will be made available
      for inspection at the Corporate Trustee Office and, upon receipt of the prior
      written consent of USF, the Trustee shall supply a paper copy of any Monthly
      Noteholders’ Statement to any Person that requests it. The Trustee shall provide
      to the Series 2007-1 Noteholders, or their designated agent, and the Surety
      Provider copies of all information furnished to the Trustee pursuant to the
      Related Documents (including pursuant to Section
      4.1
      of the
      Base Indenture), as such information relates to the Series 2007-1 Notes or
      the
      Series 2007-1 Collateral. In connection with any Preference Amount payable
      under
      the Surety Bond, the Trustee shall furnish to the Surety Provider its records
      evidencing the distributions of principal of and interest on the
      Series 2007-1 Notes that have been made and subsequently recovered from
      Series 2007-1 Noteholders and the dates on which such payments were
      made.

     

    Section
      5.4   Exhibits.
      The
      following exhibits attached hereto supplement the exhibits included in the
      Indenture.

     

    
      	
              Exhibit
                A-1:

            	
              Form
                of Restricted Global Series 2007-1 Note

               

            
	
              Exhibit
                A-2:

            	
              Form
                of Temporary Global Series 2007-1 Note

               

            
	
              Exhibit
                A-3:

            	
              Form
                of Permanent Global Series 2007-1 Note

               

            
	
              Exhibit
                B:

            	
              Form
                of Clearing System Certificate

               

            
	
              Exhibit
                C:

            	
              Form
                of Certificate of Beneficial Ownership

               

            
	
              Exhibit
                D-1:

            	
              Form
                of Transfer Certificate for Exchange or Transfer from Restricted
                Global
                Series 2007-1 Note to Temporary Global Series 2007-1 Note

               

            
	
              Exhibit
                D-2:

            	
              Form
                of Transfer Certificate for Exchange or Transfer from Restricted
                Global
                Series 2007-1 Note to Permanent Global Series 2007-1 Note

               

            
	
              Exhibit
                D-3:

            	
              Form
                of Transfer Certificate for Exchange or Transfer from Temporary Global
                Series 2007-1 Note to Restricted Global Series 2007-1 Note

               

            
	
              Exhibit
                E:

            	
              Form
                of Monthly Noteholders’ Statement

               

            


    

     

    
      
        
        

      

      
        36

        
          

        

      

      
        
        

      

    

    Section
      5.5   Ratification
      of the Base Indenture.
      As
      supplemented by this Series Supplement, the Base Indenture is in all respects
      ratified and confirmed and the Base Indenture as so supplemented by this Series
      Supplement shall be read, taken, and construed as one and the same
      instrument.

     

    Section
      5.6   Counterparts.
      This
      Series Supplement may be executed in any number of counterparts, each of which
      so executed shall be deemed to be an original, but all of such counterparts
      shall together constitute but one and the same instrument.

     

    Section
      5.7   Governing
      Law.
      THIS
      SERIES SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
      ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

     

    Section
      5.8   Amendments.
      This
      Series Supplement may be modified or amended from time to time in accordance
      with the terms of the Base Indenture. 

     

    Section
      5.9   Discharge
      of the Indenture.
      Notwithstanding anything to the contrary contained in the Base Indenture, no
      discharge of the Indenture pursuant to Section
      12.1(b)
      of the
      Base Indenture will be effective as to the Series 2007-1 Notes without the
      consent of the Controlling Party.

     

    Section
      5.10   Notice
      to the Surety Provider and the Rating Agencies.
      The
      Trustee shall, promptly upon receipt, provide to the Surety Provider and each
      Rating Agency a copy of each notice, Opinion of Counsel, certificate or other
      item delivered to, or required to be provided by, the Trustee pursuant to this
      Series Supplement or any other Related Document. Each such Opinion of Counsel
      shall be addressed to the Surety Provider and each Rating Agency, shall be
      from
      counsel reasonably acceptable to the Surety Provider (provided
      that for
      purposes of Section
      8.11(e)
      of the
      Base Indenture, any legal counsel employed by UHI, which may be an employee
      of
      UHI, shall be deemed to be reasonably acceptable to the Surety Provider) and
      shall be in form and substance reasonably acceptable to the Surety Provider.
      All
      such notices, opinions, certificates or other items delivered to the Surety
      Provider shall be forwarded to Ambac Assurance Corporation, One State Street
      Plaza, New York, New York, 10004; Attention: Portfolio Risk Management Group
      -
      Commercial ABS; telephone: (212) 668-0340; facsimile: (212)
      208-3547.

     

    Section
      5.11   Surety
      Provider Deemed Enhancement Provider and Secured Party.
      So long
      as no Surety Default has occurred and is continuing, the Surety Provider shall
      constitute an “Enhancement Provider” with respect to the Series 2007-1 Notes for
      all purposes under the Indenture and the other Related Documents. Furthermore,
      the Surety Provider shall be deemed to be a “Secured Party” under the Base
      Indenture and the Related Documents to the extent of amounts payable to the
      Surety Provider pursuant to this Series Supplement and the Insurance Agreement
      shall constitute an “Enhancement Agreement” with respect to the
      Series 2007-1 Notes for all purposes under the Indenture and the Related
      Documents. Each Noteholder, by their acceptance of the Series 2007-1 Notes,
      acknowledges that as partial consideration of the issuance of the Surety Bond
      and pursuant to the terms of the Indenture, the Surety Provider shall have
      certain rights hereunder, including as all rights as Controlling Party so long
      as no Surety Default has occurred and is continuing.

    
      
        
        

      

      
        37

        
          

        

      

      
        
        

      

    

     

    Section
      5.12   Third
      Party Beneficiary.
      The
      Surety Provider is an express third-party beneficiary of the Indenture and
      shall
      be entitled to enforce the obligations of the parties hereunder.

     

    Section
      5.13   Effect
      of Payments by the Surety Provider.
      (a)
      Anything
      herein to the contrary notwithstanding, any distribution of principal of or
      interest on the Series 2007-1 Notes that is made with moneys received
      pursuant to the terms of the Surety Bond shall not be considered payment of
      the
      Series 2007-1 Notes by the Issuers. The Trustee acknowledges that, without
      the need for any further action on the part of the Surety Provider, (i) to
      the extent the Surety Provider makes payments, directly or indirectly, on
      account of principal of or interest on the Series 2007-1 Notes to the
      Trustee for the benefit of the Series 2007-1 Noteholders or to the
      Series 2007-1 Noteholders (including any Preference Amounts as defined in
      the Surety Bond), the Surety Provider will be fully subrogated to the rights
      of
      such Series 2007-1 Noteholders to receive such principal and interest and
      will be deemed to the extent of the payments so made to be a Series 2007-1
      Noteholder and (ii) the Surety Provider shall be paid principal and
      interest in its capacity as a Series 2007-1 Noteholder until all such
      payments by the Surety Provider have been fully reimbursed, but only from the
      sources and in the manner provided herein for the distribution of such principal
      and interest and in each case only after the Series 2007-1 Noteholders have
      received all payments of principal and interest due to them hereunder on the
      related Payment Date. The foregoing is without prejudice to the separate and
      independent rights of the Surety Provider to be reimbursed, without duplication,
      for payments made under the Surety Bond pursuant to the Insurance Agreement.
      If
      any Person other than the Trustee asserts any Lien, encumbrance or adverse
      claim
      (including any writ, garnishment, judgment, warrant of attachment, execution
      or
      similar process) against any Issuer Account or in any financial asset credited
      thereto, the Administrator will promptly notify the Trustee, the Surety Provider
      and the Issuer thereof.

     

    (b)  Without
      limiting any rights of the Surety Provider under the Surety Bond or any other
      Related Document, and without modifying or otherwise affecting any terms or
      conditions of the Surety Bond, each Series 2007-1 Noteholder agrees (i) with
      respect to the payment of any Preference Amount (as defined in the Surety Bond)
      by the Surety Provider to the Trustee, on behalf of the Series 2007-1
      Noteholders, under the Surety Bond, to assign irrevocably to the Surety Provider
      all of its rights and claims relating to or arising under the Insured
      Obligations against the debtor which made or benefited from the related
      preference payment or otherwise with respect to the related preference payment
      and (ii) to appoint the Surety Provider as its agent in any legal proceeding
      related to such preference payment. In addition, each Series 2007-1 Noteholder
      hereby grants to the Surety Provider an absolute power of attorney to execute
      all appropriate instruments related to any items required to be delivered in
      connection with any preference payment referred to in this Section
      5.13(b).
      In
      addition, and without limitation of the foregoing, the Surety Provider shall
      be
      subrogated to the rights of the Trustee and each such Series 2007-1 Noteholder
      in the conduct of any such Preference Amount, including all rights of any party
      to an adversary proceeding action with respect to any order issued in connection
      with any such Preference Amount. Insured Amounts paid by the Surety Provider
      to
      the Trustee shall be received by the Trustee, as agent to the Series 2007-1
      Noteholders. 

    
      
        
        

      

      
        38

        
          

        

      

      
        
        

      

    

     

    (c)  By
      acceptance of a Series 2007-1 Note, each Series 2007-1 Noteholder agrees to
      the
      terms of the Surety Bond, including the method and timing of payment and the
      Surety Provider’s right of subrogation, and acknowledges that in the event that
      payments on the Series 2007-1 Notes are accelerated, such accelerated payments
      will not be covered by the Surety Provider under the Surety Bond, unless the
      Surety Provider elects to make such accelerated payments in accordance with
      and
      subject to the terms of the Surety Bond.

     

    (d)  Nothing
      in this Section
      5.13
      or in
      any other Section hereof shall, or is intended to, modify any of the terms,
      provisions or conditions of the Surety Bond.

     

    Section
      5.14   Subrogation.
      In
      furtherance of and not in limitation of the Surety Provider’s equitable right of
      subrogation, each of the Trustee, as agent for the Series 2007-1 Noteholders,
      and each Issuer acknowledge that, to the extent of any payment made by the
      Surety Provider under the Surety Bond with respect to interest on or principal
      of the Series 2007-1 Notes, including any Preference Amount, as defined in
      the
      Surety Bond, the Surety Provider is to be fully subrogated to the extent of
      such
      payment and any additional interest due on any late payment, to the rights
      of
      the Series 2007-1 Noteholders under the Indenture. Each Issuer and the Trustee
      agree to such subrogation and, further, agree to take such actions as the Surety
      Provider may reasonably request in writing to evidence such
      subrogation.

     

    Section
      5.15   Prior
      Notice by Trustee to the Surety Provider.
      Subject
      to Section
      11.1
      of the
      Base Indenture, except for any period during which a Surety Default is
      continuing, the Trustee agrees that it shall not exercise any rights or remedies
      available to it as a result of the occurrence of an Event of Default until
      after
      the Trustee has given prior written notice thereof to the Surety Provider and
      obtained the direction of the Surety Provider.

     

    Section
      5.16   Termination
      of Series Supplement.
      This
      Series Supplement shall cease to be of further effect when all outstanding
      Series 2007-1 Notes theretofore authenticated and issued have been delivered
      (other than destroyed, lost, or stolen Series 2007-1 Notes which have been
      replaced or paid) to the Trustee for cancellation, the Issuers have paid all
      sums payable hereunder, and the Surety Provider has been paid all Surety
      Provider Fees and all other Surety Provider Reimbursement Amounts due under
      the
      Insurance Agreement or any other Related Document. 

     

    Section
      5.17   Entire
      Agreement.
      This
      Series Supplement, together with the Base Indenture and all exhibits, annexes
      and schedules hereto and thereto, contain a final and complete integration
      of
      all prior expressions by the parties hereto with respect to the subject matter
      hereof and thereof and shall constitute the entire agreement among the parties
      hereto with respect to the subject matter hereof and thereof, superseding all
      previous oral statements and writings with respect thereto.

     

    


     


    
      
        
          


        

        
        

      

      
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    IN
      WITNESS WHEREOF, each Issuer and the Trustee have caused this Series Supplement
      to be duly executed by their respective officers thereunto duly authorized
      as of
      the day and year first above written.

     

     

    U-HAUL
      S
      FLEET, LLC,

    as
      Issuer

     

     

    By:             

    Name:

    Title:
      

     

     

    2007
      BE-1, LLC,

    as
      Issuer

     

     

    By:             

    Name:

    Title:
      

     

     

    2007
      BP-1, LLC,

    as
      Issuer

     

     

    By:             

    Name:

    Title:
      

     

     

    U.S.
      BANK
      NATIONAL ASSOCIATION, as Trustee

     

     

    By:             

    Name:

    Title: