Amended and Restated Credit Agreement


    

       

      EXECUTION COPY

       

      


      


      


      


      


      


      


      


      


      


      


      


                                                                                                                       
         AMENDED
        AND RESTATED
        CREDIT AGREEMENT

       

      dated
        as of 

       

      March
        12, 2007 

       

      among

       

       

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

      and

      U-HAUL
        INTERNATIONAL,
        INC., 

      as
        Borrowers

      


      


      U-HAUL
        INTERNATIONAL,
        INC., 

      as
        Servicer/Manager and Guarantor

      


      


      and

      


      


      MERRILL
        LYNCH COMMERCIAL FINANCE CORP., 

      as
        Lender

       

      


      


      


      


      


      


      


      (Aged
        Truck Revolving Loan Facility)

      


      


      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      


      


      


      


      


      


       

      


      


      



       

      TABLE
        OF CONTENTS

      


       

      


      ARTICLE
        I


      Definitions

       

      


      


                                                      Page

      



      


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

      


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

      


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

      


      ARTICLE
        II
        

      The
        Loans

       

      


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

      


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

      


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

      


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

      


      ARTICLE
        III
        

      SECURITY

      


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

      


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

      
                                

                                      ARTICLE
IV

      SERVICING
        AND MAINTENANCE

      


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

      


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

      


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

       

                          ARTICLE V

      FEES,
        INTEREST,
        ACCOUNTS,
        PAYMENTS, ETC.

      


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

      


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

      


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

      


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

      


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

      


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

      


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

      


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

      


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

      


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

      


      


       

      


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      TABLE
        OF CONTENTS

      (continued)

      


      
                                                        Page

      

      


      ARTICLE VI
        

      REPRESENTATIONS AND WARRANTIES

      


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

      


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

      


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

      


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

       

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

      


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

      


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

      


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

      


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

      


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

      


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

      


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

      


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

      


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

      


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

      


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

      


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

      


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

      


      ARTICLE VII
        

      CONDITIONS

      


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

      


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

      


      ARTICLE VIII
        

      AFFIRMATIVE
        COVENANTS

      


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

      


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

      


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

      


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

      


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

      


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

      


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

       

      


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        OF CONTENTS

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

      


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

      


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

      


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

      


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

      


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

       

      


      ARTICLE
        IX
        

      NEGATIVE COVENANTS

      


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

      


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

      


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

      


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

      


      ARTICLE X
        

      EVENTS
        OF
        DEFAULT

      


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

      


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

      


      ARTICLE XI
        

      RESERVED

      


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

       

                                      ARTICLE XII
        

                          MISCELLANEOUS

      


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

      


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

      


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

      


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

      


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

      


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

      


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

      


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

      


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

      


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

      


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

      


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

       

      


      


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        OF CONTENTS

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

       

      


      


      SCHEDULES:

       

      


      Schedule
        6.04 - Liabilities

      Schedule
        6.15 - Insurance

       

      


      EXHIBITS:

      


      Exhibit
        A Form of
        Assignment
        and
        Acceptance

      Exhibit
        B Form of
        Guarantee Agreement

      Exhibit
        C Form of
        Borrowing
        Request

      Exhibit
        D Form of
        Borrowing
        Base Certificate 

      Exhibit
        E  Form of
        Monthly Settlement
        Report 

      Exhibit
        F Form of
        Note

      Exhibit
        G Market
        Value 

      Exhibit
        H [Reserved]
        

      Exhibit I [Reserved]
        

      Exhibit
        J [Reserved]

      Exhibit
        K Wire
        Instructions

       

      


      


      


      ANNEXES

       

      


      Annex
        I Eligibility
        Requirements

      


      

 

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

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

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

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

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

       

      


      Recitals

       

      


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

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

      


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

      restate
        the Original
        Credit
        Agreement
        to effect
        certain amendments
        thereto;

      


      NOW,
        THEREFORE, the parties hereto
        agree
        as
follows:
        

       

                                              ARTICLE
        I

       

      Definitions

       

      


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

      have
        the
meanings
        specified below:

      


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

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

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

      


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

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

      then
        the
“Advance Rate” will be 50%.

      


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

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

      common
        Control with the Person specified.

      


      “AMERCO”
        means
        AMERCO,
        a
        Nevada corporation.

       

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

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

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

                 by
        the Lender.

      


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

      Hearst
        Corporation from time
        to
        time.

      


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

      United
        States of America.

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


       

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

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

      International,
        Inc., a Nevada corporation.

      


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

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

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

      


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

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

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

      


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

      the
        Outstanding
        Loans
        exceed the Borrowing
        Base.

      


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

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

      as
         shall
         be
        approved by the Lender.

      


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

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

      authorized
        or required by law to remain
        closed.

      


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

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

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

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

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

      


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

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

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

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

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

      Board
        of
        Directors do not constitute Continuing Directors.

      


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

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

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

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

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

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

       Agreement.

      


      “Closing
        Date”
        means
        March 12, 2007.

      


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

       

      


      


      


      2

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       

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

      


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

      up
        to the
        Facility
        Commitment
        Amount.

      


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

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

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

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

      of
        the
        Code.

      


      “Concentration
         Account”
         means
         the
         account
         established
         with
         the
         Concentration

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

      


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

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

      Servicer/Manager.

      


      

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

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

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

                    then
 Continuing
          Directors.

      

      


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

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

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

      correlative
        thereto.

      
 

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

      Section
        4.02.

      


       

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

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

      


      

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

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

        Default.



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

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

      following
        such calendar day.

      


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

      


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

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

       

      
 

      


      3

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       

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

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

      satisfied
        as of such date.

      


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

      amended
        from
        time
        to
        time.

      


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

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

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

      a
        single
        employer
        under Section
        414 of the Code.

      


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

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

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

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

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

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

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

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

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

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

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

      


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

       

      


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

      Borrowers
        pursuant
        to this
        Agreement.

      


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

      


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

      Lender
        and the Borrowers.

      


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

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

      of
        such
        Person.

      


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

      in
        the
        United States of America.

      


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

       

      


      


      


      4

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       

      agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising
        

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

      or
        pertaining to government.

      


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

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

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

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

      direct

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

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

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

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

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

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

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

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

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

      business.

      


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

      Lender,
        in the form of
        Exhibit
        B.

      


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

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

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

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

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

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

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

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

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

      account
        of such Person.

      


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

      


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

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

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

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

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

      Closing
        Date to but excluding the first Payment
        Date.

      


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

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

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

      


       

      


      5

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       

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

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

      


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

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

      and
        (C)
        an additional
        2.00%
        per
        annum.

      


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

       

      


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

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

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

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

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

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

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

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

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

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

      LIBOR
        Determination
        Date.

      


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

      conducted
        by and between banks in the London interbank market.

      


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

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

      


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

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

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

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

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

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

      


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

      Lender
        pursuant
        to
        this Agreement.

      


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

      the
        Fee
        Letter and the
        Security Documents.

      


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

       

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

             
         Agreement.

       

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

      


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

      


      


       

      


      6

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       

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

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

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

      discretion.

      


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

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

      


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

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

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

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

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

      Lender
        in
        the
        Collateral.

       

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


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

      


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

      


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

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

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

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

      


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

      


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

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

      Commitment
        Amount,
        in
        substantially the form of
        Exhibit
        F.

      


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

      


      “Original
        Closing Date”
        means
        June
        28, 2005.

      


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

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

      making
        of
        new Loans on such date.

      


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

      


       

      7

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       

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

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

      with
        the
        first such date to occur in July 2005.

      


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

      in
        ERISA
        and any successor
        entity performing
        similar
        functions.

      


      “Permitted Encumbrances”
        means:

      


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

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

      


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

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

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

      compliance
        with Section 8.05;

      


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

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

      security;

      


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

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

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

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

      made
        in
        the ordinary course;

      


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

      Default
        under clause (j) of Section 10.01;

      


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

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

      


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

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

      Borrower;

      


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

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

      not
        constituting Collateral; and

      


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

      otherwise
        not
        entered
        into
        in
        violation of the Loan Documents.

      


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

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

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

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

      descendants, and

      


      


       

      8

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       

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

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

      


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

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

      


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

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

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

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

      


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

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

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

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

      such
        change is published.

      


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

      


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

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

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

      of
        its
        properties may
        be
        bound or affected.

      


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

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

      Security
        Agreement,
        dated as of March 12, 2007.

      


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

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

      connection
        therewith.

      


      “Servicer/Manager”
shall
        mean
        UHI.

      


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

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

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

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

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

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

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

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

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

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

       

      


      


      


      9

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       

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

                  change
        in any reserve
        percentage.

      


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

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

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

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

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

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

      


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

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

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

      


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

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

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

      measured
        by such Person’s net income.

      


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

      


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

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

      the
        proceeds thereof.

      


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

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

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

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

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

      0,5.

       

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

      York
        as
        of the date hereof.

      


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

      


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

      


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

      part
        of
        the Borrowers’
        fleet of rental assets.

      


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

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

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

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

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

      


      


       

      


      10

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       

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

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

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

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

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

      


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

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

      Borrowing
        Base Certificate provided by
        the
        Borrowers to the Lender.

      


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

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

      of Subtitle
        E of Title
        IV
        of ERISA.

      


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

       

      


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

      


      


       

      


      11

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       

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

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

      


      ARTICLE
        II
        

       

      The
        Loans

       

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

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

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

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

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

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

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

      severally.

      


      Section
        2.02. The
        Note.

      


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

      repay all Obligations outstanding hereunder when due.
         The obligation of the Borrowers to repay

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

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

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

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

      Borrowers
        hereunder or under the Note.

      


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

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

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

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

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

      


      Section
        2.03. Making
        the Loans.

      


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

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

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

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

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

      Lender
        and signed by the Borrowers.

      


      


      


      


       

      


      12

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       

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

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

      


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

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

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

      Borrowing
        Request.

      


      Section
        2.04. Repayment
        of
        Loans; Evidence of Debt.

      


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

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

      


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

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

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

      to
        time
        hereunder.

      


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

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

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

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

      


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

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

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

      accordance
        with
        the terms
        of this
        Agreement.

      


      ARTICLE
        III
        

       

      SECURITY

       

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

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

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

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

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

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

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

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

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

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

      


       

      


      13

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       

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

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

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

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

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

                 
        to collect or
        enforce
        any claim for
        payment
        assigned
        hereunder.
        

       

                  Section
        3.02.
Release
        of Collateral.

       

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

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

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

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

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

      of
        the
        Facility.

      


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

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

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

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

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

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

      


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

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

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

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

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

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

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

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

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

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

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

      exists
        on
        the Facility.

      


      ARTICLE
        IV

       

      


      SERVICING
        AND MAINTENANCE
        Section
        4.01. Servicer/Manager.

       

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

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

      Vehicles constituting Collateral in accordance with its
         standard
         policies
         and
         procedures.
        UHI 

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

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

       

      


      


      


      


      14

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       

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

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

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

                  representation
        and
        warranty is hereby incorporated
        herein by this reference.

      


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

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

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

       

      Section
        4.02. Custody
        of Vehicle Files.

       

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

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

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

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

      Vehicle.

      


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

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

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

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

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

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

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

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

      on
        such
        officer’s certificate.

      


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

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

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

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

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

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

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

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

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

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

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

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

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

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

       

      


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

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

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

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

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

      


      


       

      


      15

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       

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

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

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

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

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

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

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

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

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

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

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

                  custodian
        in
        similar
        transactions.

      


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

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

      until
        this Agreement
        shall
        be terminated.

      


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

      


      


      


       

      


      16

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       

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

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

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

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

       

                                  ARTICLE V

       

      FEES,
        INTEREST,
        ACCOUNTS,
        PAYMENTS, ETC.

      


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

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

      and
        in
        accordance
        with the terms
        of this
        Agreement:

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

      


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

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

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

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

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

      


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

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

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

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

      time
        after
        March 12, 2009, 0.00%; and

      


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

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

      Facility.

      


      Section
        5.02. Interest
        on the Loans.

       

      


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

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

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

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

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

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

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

      5.02(e),
        and subject to Section 5.07.

      


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

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

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

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

      


      


      


       

      


      17

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       

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

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

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

      due
        hereunder and under the Note.

      


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

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

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

      


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

      


      Section
        5.03. [Reserved.]

      


      Section
        5.04. Payments
        to be Made.

      


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

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

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

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

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

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

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

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

      applicable
        Interest Rate during such extension.

       

      


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

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

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

      if applicable.

      


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

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

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

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

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

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

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

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

       

      


      


      


      


      18

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       

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

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

                  and
        the
        Commitment
        of
the
        Lender
        hereunder shall terminate.

      


      Section
        5.06. [Reserved].

      


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

      


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

      


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

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

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

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

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

      payable
        on or prior to such Payment
        Date.

      


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

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

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

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

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

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

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

      in the Borrowing Base and for which a Loan was advanced fails at any time to be acceptable to

      the Lender under the definition of Eligible Vehicle Collateral, as determined by the Lender in its
        

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

      deemed
        to be
        zero.

      


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

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

      


      


       

      


      19

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       

                  party discovering such breach shall give prompt written notice to the Borrowers and to the other
        

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

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

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

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

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

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

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

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

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

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

                  repayment
        pursuant to this Section.

      


      Section
        5.09. Increased
        Costs.

      


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

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

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

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

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

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

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

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

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

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

      


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

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

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

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

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

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

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

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

      company
        for
        any such reduction suffered.

      


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

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

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

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

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

      


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

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

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

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

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

      


      


       

      


      20

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       

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

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

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

                  retroactive
        effect thereof.

      


      Section
        5.10. Taxes.

      


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

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

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

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

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

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

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

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

      accordance
        with
        applicable law.

      


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

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

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

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

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

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

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

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

      manifest
        error.

      


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

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

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

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

      Lender.

      


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

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

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

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

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

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

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

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

      deems
        confidential)
        to the Borrowers or any other Person.

      


      


      


      


      


       

      


      21

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       

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

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

      urvive
        the termination
        of this
        Agreement.

       

      


      


      


      


      ARTICLE
        VI 

       

      REPRESENTATIONS AND WARRANTIES

       

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

      


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

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

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

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

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

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

      


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

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

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

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

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

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

      


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

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

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

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

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

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

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

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

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

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

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

      


      Section
        6.04. Financial
        Condition;
        No
        Material
        Adverse Change.

      


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

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

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

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

      


       

      


      22

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       

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

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

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

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

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

      


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

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

      UHI
        or
        the Borrowers.

      


      Section
        6.05. Properties;
        Liens and Licenses.

      


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

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

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

      subject
        to
        any
        Lien
        other than
        Permitted
        Encumbrances.

      


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

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

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

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

      result
        in
        a Material
        Adverse Effect.

      


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

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

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

      in
        all
material
        respects
        with
        the
        terms
        and
        conditions thereof.

      


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

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

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

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

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

      involve
        any of the Loan Documents
        or
        the Transactions.

      


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

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

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

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

      


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

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

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

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

      


      


      


      


       

      


      23

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       

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

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

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

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

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

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

      Adverse
        Effect.

      


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

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

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

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

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

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

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

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

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

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

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

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

      market
        value of the assets of all such underfunded Plans.

      


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

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

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

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

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

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

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

      


      Section
        6.12. The
         Collateral.
         The
         Collateral
         is
         owned
         by
         the
         Person
         granting

      each security interest in such Collateral under any Security Document, free and clear of any Lien

      or
         other
         adverse
         claim
         except
         as
         contemplated
         under
         the
         Loan
         Documents. Each
         of
         the
        

      representations
         and
         warranties
         of
         the
         Loan
         Parties
         contained
         herein
         are
         true
         and
         correct.
         No

      agreements have been executed and delivered pursuant to which a Person pledges or grants, or

      purports to pledge or grant, any Lien, other than Permitted Encumbrances, on the Collateral to
        

      ny
        Person
        other than the Lender.

      


      With
         respect
         to
         the
         Borrowers,
         the
         Security
         Agreement
         is
         effective
         to
         create
         in
        

      favor of the Lender, a legal, valid
        and enforceable security interest in the Collateral and, upon the

       filing of the necessary financing statements in the offices specified in the Security Agreement, or

      the filing of liens on Vehicles in the offices specified in the Security Agreement, as applicable,

      the interest of the Lender in the Collateral will be perfected under Article 9 of the UCC or the

      


      


       

      


      24

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       

                  applicable state motor vehicle law, as applicable, prior to and enforceable against all creditors of

                  and purchasers from the Borrowers and all other Persons whatsoever (other than the Lender and

                  its
 successors
         and
         assigns). On
         or
         prior
         to
         the
         date
         each
         Loan
         is
         made
         hereunder
         and
         each

                  recomputation of the Borrowing Base, all financing statements and other documents required to

         
        be recorded or filed in order to perfect and protect the Lender’s interests in the Collateral against

        
        all creditors of and purchasers from the Borrowers and all other Persons whatsoever will have

                  been duly filed in each filing office necessary for such purpose and all filing fees and taxes, if
        

                  any,
        payable in
        connection with such filings
        shall have been paid
        in
        full.

       

      


      Section
        6.13. Liens
         on
         the
         Collateral.
        Effective immediately upon the Closing

      Date, (a) no effective financing statement or other similar instrument covering any Collateral is

      on file in any recording office, and (b) no Lien covering any Vehicle constituting Collateral is
        noted on the Certificate of Title of such Vehicle or on file in any title recording office, in each
        

      case
        other than in favor of the Lender.

      


      Section
        6.14. Eligible
         Vehicle
         Collateral. As
         of
         the
         date
         of
         each
         Borrowing
        

      Request,
         all
         Vehicles
         set
         forth
         in
         the
         Vehicle
         Schedule
         to
         be
         delivered
         with
         each
         Borrowing
        

      Request
        are Eligible
        Vehicle
        Collateral.

      


      Section
        6.15. Insurance.
         Schedule
        6.15 sets forth a description of all insurance

       maintained by or on behalf of the Loan Parties as of the date of this Agreement including all

       policies covering the Collateral.
         As of the date of this Agreement, all premiums in respect of
        

      such
        insurance have been paid.

      


      Section
        6.16. Labor
        Matters.
         As of the date hereof, there are no strikes, lockouts

      or slowdowns against any Loan Party pending or, to the knowledge of any of the Loan Parties,
        

      threatened.
         The hours worked by and payments made to employees of the Loan Parties have not
        been in violation of the Fair Labor Standards Act or any other applicable Federal, state, local or
        

      foreign law dealing with such matters.
         All payments due from any Loan Party, or for which any
        

      claim
         may
         be
         made
         against
         any
         Loan
         Party,
         on
         account
         of
         wages
         and
         employee
         health
         and
        welfare insurance and other benefits, have been paid or accrued as a liability on the books of the
        

      applicable Loan Party.
         The consummation of the Transactions will not give rise to any right of
        

      termination
         or
         right
         of
         renegotiation
         on
         the
         part
         of
         any
         union
         under
         any
         collective
         bargaining
        

      agreement
        to
        which any Loan Party is bound.

      


      Section
        6.17. Security
         Documents.
         The
         representations
         and
         warranties
         in
         each

      Security
        Document
        are
        true and correct.

      


      Section
        6.18. Margin
         Regulations. No
         proceeds
         of
         any
         Loan
         will
         be
         used,

       directly or indirectly, by the Loan Parties for the purpose of purchasing or carrying any Margin

      Stock or for the purpose of reducing or retiring any Indebtedness which was originally incurred

      to purchase or carry Margin Stock. No part of the proceeds of any Loan will be used, whether

      directly or indirectly, and whether immediately, incidentally or ultimately, for any purpose that

      entails a violation of, or that is inconsistent with, the provisions of the Regulations of the Board,
        

      including
        Regulation T, U or X.

      


      


      


      


      


       

      


      25

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       

      ARTICLE VII
        CONDITIONS

      Section
        7.01. Effective
        Date.
         This Agreement shall become effective on the date

      on
         which
         each
         of
         the
         following
         conditions
         is
         satisfied
         (or
         waived
         in
         accordance
         with
         Section

      12.02):

      


      (a) The
         Lender
         shall
         have
         received
         from
         each
         party
         hereto
         either
         (i)
         a

      counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory

      to
         the
         Lender
         (which
         may
         include
         telecopy
         transmission
         of
         a
         signed
         signature
         page
         of
         this

      Agreement)
        that
        such party has signed a counterpart of this Agreement.

      


      (b) The
         Lender
         shall
         be
         satisfied
         that
         all
         fees
         and
         other
         amounts
         due
         and

       payable to them hereunder on or prior to the Effective Date, including, to the extent invoiced,

      reimbursement or payment of all legal fees and expenses and all other expenses required to be

      reimbursed or paid by the Loan Parties hereunder or under any other Loan Document, have been
        

      paid
        or
        will be paid on the Effective Date.

      


      (c) The Lender shall have received counterparts of the Fee Letter signed on
        behalf
        of each Loan Party thereto.

      


      (d) The Lender shall have received (i) counterparts of the Security Documents

      (other
        than
        Certificates
        of Title)
        signed
        on
        behalf of the
        Loan
        Party that is a party thereto,
        and (ii) evidence satisfactory to the Lender that all documents and instruments, including UCC financing
        

      statements
         (including
         any
         amendments
         to
         such
         financing
         statements)
         and
         Certificates
         of
         Title
        with respect to all Vehicles constituting Collateral, required by law or reasonably requested by

      the Lender to be filed, registered or recorded to create or perfect the Liens intended to be created
        under the Security Documents, and to protect the ownership interests of the Borrowers in (and

      the
        Liens
        of the
        Security
        Documents
        on)
        all Collateral,
        have
        been so filed, registered
        or recorded.

       

      


      (e) The
         Lender
         shall
         have
         received
         a
         new
         original
         Note,
         executed
         and
        delivered by the Borrowers.

       

      


                  The Lender shall notify the Borrowers of the Effective Date, and such notice shall be conclusive
        

                  and
 binding. Notwithstanding
         the
         foregoing,
         the
         obligations
         of
         the
         Lender
         to
         make
         Loans
        

                  hereunder
         shall
         not
         become
         effective
         unless
         each
         of
         the
         foregoing
         conditions
         is
         satisfied
         (or
        

                  waived pursuant to Section 12.02) at or prior to 3:00 p.m., New York City time, on March 12,

        
        2007 (and, in the event such conditions are not so satisfied or waived, the Facility shall terminate

                  at
        such
        time).

      


      Section
        7.02. Each
        Loan.
        The
        obligation of the Lender to make
        a
        Loan is subject

      to
        the
satisfaction
        of the
        following
        conditions:

      


      (a) At
         the
         time
         of
         and
         immediately
         after
         giving
         effect
         to
         such
         Loan,
         the

       representations and warranties of the Loan Parties set forth in this Agreement and the other Loan

      Documents shall be true and correct in all respects on and as of the date of such Loan (or, in the

      


      


      


       

      


      26

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       

                  case of any representation and warranty that expressly relates
        to an earlier date, on and as of such
        earlier date).

      


      (b) At
         the
         time
         of
         and
         immediately
         after
         giving
         effect
         to
         such
         Loan
         no

      Default,
        Event of Default or Borrowing Base Deficiency
        shall have occurred and be continuing.

      


      (c) No
        Material Adverse Change shall have occurred.

      


      (d) The Borrowers shall have delivered to the Lender (i)
        a Borrowing Request

       and a Borrowing Base Certificate, calculated as of a date not more recent than two (2) Business

      Days prior to the date of the related Borrowing Request, in connection with such Loan showing

      no Borrowing Base Deficiency and (ii)
        a certificate of the type required by Section 4.02(b), if
        applicable.

      


                     
        Each Loan shall be deemed to constitute a representation and warranty by the Borrowers on the
        

                date
        thereof as to the
matters
        specified
        in paragraphs (a), (b), (c) and (d) of this Section 7.02.

      


      ARTICLE VIII
        

       

      AFFIRMATIVE
        COVENANTS

       

       

      Until the Commitments have expired or been terminated and the principal of and

      interest on each Loan and all fees and other amounts payable hereunder shall have been paid in
        

      full,
        each of the Loan Parties covenants
        and
        agrees with the Lender
        that:

      


      Section
        8.01. Financial
         Statements
         and
         Other
         Information. The
         Loan
         Parties
        shall furnish to
        the
        Lender:

      


      (a) within 90 days after the end of each fiscal year of AMERCO, the audited
        

      consolidated
         balance
         sheet
         of
         AMERCO
         (or,
         if
        any
 of
         the
         Loan
         Parties
         shall
         cease
         to
         be
        

      consolidated
         with
         AMERCO
         for
         financial
         accounting
         purposes,
         of
         each
         such
         Loan
         Party,
         as

       applicable) and its consolidated subsidiaries and related statements of operations, stockholders’

      equity and cash flows as of the end of
        and for such year, setting forth in
        each case in
        comparative
        

      form
         the
         figures
         for
         the
         previous
         fiscal
         year,
         all
         reported
         on
         by
         BDO
         Seidman,
         LLP
         or
         other

       independent public accountants of recognized national standing (without a “going concern” or

      like qualification or exception and without any qualification or exception as to the scope of such
        

      audit)
         to
         the
         effect
         that
         such
         financial
         statements
         present
         fairly
         in
         all
         material
         respects
         the

       financial condition and results of operations of AMERCO (or, if any of the Loan Parties shall

      cease to be consolidated with AMERCO for financial accounting purposes, of each such Loan

      Party, as applicable) and its consolidated subsidiaries on a consolidated basis in accordance with
        

      GAAP
        consistently applied;

      


      (b) within
         45
         days
         after
         the
         end
         of
         each
         of
         the
         first
         three
         fiscal
         quarters
         of
        

      each
         fiscal
         year
         of
         AMERCO,
         the
         consolidated
         balance
         sheet
         of
         AMERCO
         (or,
         if
         any
         of
         the

       Loan Parties shall cease to be consolidated with AMERCO for financial accounting purposes, of

      each such Loan Party, as applicable) and related statements of operations and cash flows as of

      the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth

      in each
        case in comparative form the figures for the corresponding period
        or periods of
        (or, in the

       

      


      


      


      27

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       

                  case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its

         
        Financial Officers as presenting fairly in all material respects the financial condition and results

         
        of
         operations
         of
         AMERCO
         (or,
         if
         any
         of
         the
         Loan Parties shall cease to be consolidated with
        

                  AMERCO
 for
         financial
         accounting
         purposes,
         of
         each
         such
         Loan
         Party,
         as
         applicable)
         and
         its

                  consolidated subsidiaries on a consolidated basis in accordance with GAAP consistently applied,
        

                  subject
        to
        normal
        year-end audit adjustments
        and
        the absence of footnotes;

      


      (c) concurrently
         with
         any
         delivery
         of
        AMERCO’s  (or
         a
         Loan
         Party’s,
         as
        

      applicable)
        financial statements
        under clause (a)
        and
        (b) above, a certificate
        of
        a Financial

       Officer of each of the Loan Parties (i) certifying as to whether a Default has occurred and, if a

      Default has occurred, specifying the details thereof and any action taken or proposed to be taken
        

      ith respect thereto and (ii) stating whether any change in GAAP or in the application thereof
        

      that
         materially
         affects
         AMERCO’s
         (or
         a
         Loan
         Party’s,
         as
         applicable)
         consolidated
         financial

       statements accompanying such certificate (it being understood that any change that would affect
        

      compliance
         with
         any
         covenant
         set
         forth
         herein
         or
         the
         Applicable
         Rate
         shall
         be
        considered

       material) has occurred since the date of AMERCO’s (or a Loan Party’s, as applicable) audited

      financial statements referred to in Section 6.04 and, if any such change has occurred, specifying

      the
        effect of such change on the financial
        statements
        accompanying
        such certificate;

      


      (d) concurrently
         with
         any
         delivery
         of
         financial
         statements
         under
         clause
        (a) 

      above,
         a
         certificate
         of
         the
         accounting
         firm
         that
         reported
         on
         such
         financial
         statements
         stating
        

      whether
        they obtained knowledge during the course  of
        their
        examination
        of such financial

       statements of any Default (which certificate may be limited to the extent required by accounting
        

      rules
        or
        guidelines);

      


      (e) promptly after the same become publicly available, copies of all periodic

      and other reports, proxy statements and other materials filed by AMERCO or any Loan Party
        

      with
         the
         Securities
         and
         Exchange
         Commission,
         or
         any
         Governmental
         Authority
         succeeding
         to
        

      any
         or
         all
         of
         the
         functions
         of
         said
         Commission,
         or
         with
         any
         national
         securities
         exchange,
         or

       financial information or other material information distributed by AMERCO or any Loan Party

      to
        its
        stockholders generally, as the case may
        be;

      


      (f) promptly following any request therefor, such other information regarding

      the
         operations,
         business
         affairs
         and
         financial
         condition
         of
         AMERCO
         or
         any
         Loan
         Party,
         or
        

      compliance
        with the terms
        of any
        Loan Document,
        as
        the Lender may
        reasonably request; and

      


      (g) on a quarterly basis, a report of the name and location of all Persons that

      rent Vehicles on behalf of the Borrowers and their Affiliates in the ordinary course of business
        

      pursuant
        to a Dealership Contract, as
        of the
        date of such report.

      


      Section
        8.02. Notices
        of Material
        Events.

      


      (a) Each Loan Party shall furnish to the Lender written notice of the following
        promptly
        upon
        obtaining knowledge thereof:

      


      (i) the
        occurrence
        of any
        Default;

      


      


      


      


       

      


      28

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       

      (ii) the
         filing
         or
         commencement
         of
         any
         action,
         suit
         or
         proceeding
         by
         or

      before any arbitrator or Governmental Authority against or affecting any Loan Party or

      any Affiliate thereof that, if adversely determined, could reasonably be expected to result

      in
        a
        Material Adverse Effect; and

      


      (iii) any other development that results in, or could reasonably be expected

      to
        result
        in, a
        Material
        Adverse Effect.

      


      (b) Each
         notice
         delivered
         under
         this
         Section
         shall
         be
         accompanied
         by
         a
        

      statement of a Financial Officer or other executive
        officer of any of the Loan Parties setting forth

      the details of the event or development requiring such notice and any action taken or proposed to

      be
        taken
        with respect thereto.

      


      Section
        8.03. Information
         Regarding
         Collateral.
         Each of the Loan Parties shall
        

      furnish to the Lender prompt written notice of any change
        (i) in corporate name of the Borrowers

      or
         in
         any
         trade
         name
         used
         to
         identify
         any
         Loan
         Party
         in
         the
         conduct
         of
         its
         business
         or
         in
         the
        

      ownership
         of
         its
         properties,
         (ii)
         in
         the
         jurisdiction
         where
         any
         Loan
         Party
         is
         located
         for
         the

      purposes of the UCC, or any Vehicle constituting Collateral has been titled with the applicable
        

      state
         agency
         or
         department,
         or
         in
         which
         all
         UCC
         financing
         statements
         and
         other
         appropriate

      filings, recordings or registrations, containing a description of the Collateral have been filed of
        

      record
         in
         each
         governmental,
         municipal
         or
         other
         appropriate
         office
         in
         such
         jurisdiction
         to
         the
        

      extent
         necessary
         to
         perfect
         the
         security
         interests
         under
         the
         Security
         Documents,
         (iii)
         in
         the

      identity or corporate structure of any Loan Party or (iv) in the Federal Taxpayer Identification
        

      Number of any Loan Party.
         No Loan Party shall effect or permit any change referred to in the
        

      preceding
         sentence
         unless
         all
         filings
         have
         been
         made
         under
         the
         UCC
         or
         otherwise
         that
         are

      required in order for the Lender to continue at all times following such change to have a valid,
        

      legal
        and
        perfected
        security
        interest
        in all
        the Collateral.

      


      Section
        8.04. Existence;
         Conduct
         of
         Business. Each
         Loan
         Party
         shall
         do
         or
        

      cause to be done all things necessary to preserve,
        renew and keep in full force and effect its legal

       existence and the rights, licenses, permits, privileges and franchises material to the conduct of its
        business.

      


      Section
        8.05. Payment
         of
         Obligations. Each
         Loan
         Party
         shall
         pay
         its
        

      Indebtedness
         and
         other
         obligations,
         including
         Tax
         liabilities,
         before
         the
         same
         shall
         become
        

      delinquent
         or
         in
         default,
         except
         where
         (i)
         the
         validity
         or
         amount
         thereof
         is
         being
         contested
         in

       good faith by appropriate proceedings, (ii) such Loan Party has set aside on its books adequate

      reserves with respect thereto in accordance with GAAP, (iii) such contest effectively suspends

      collection of the contested obligation and the enforcement of any Lien securing such obligation

      and (iv) the failure to make payment pending the resolution of such contest could not reasonably

      be
        expected to result
        in a
        Material Adverse Effect.

      


      Section
        8.06. Maintenance
         of
         Properties. Each
         Loan
         Party
         shall
         keep
         and
        

      maintain
         all
         Collateral,
         and
         all
         other
         property
         material
         to
         the
         conduct
         of
         its
         business
         in
         good
        

      working
        order and condition, ordinary wear and tear excepted.

      


      


      


      


      


       

      


      29

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       

      Section
        8.07. Insurance.
         The Loan Parties shall, at their own expense, maintain

      at all times and keep in full force and
        effect policies of
        insurance with respect to the properties of

      the
         Loan
         Parties
         constituting
         Collateral,
         including
         general
         and
         vicarious
         liability
         insurance

      (including bodily injury coverage) related to the Vehicles (updated from time to time to reflect
        any changes to the Vehicles constituting Collateral) in such amounts, against such risks and with
        such terms (including deductibles, limits of liability and loss payment provisions) as are required

      by applicable law and consistent with industry standards.
         All such insurance policies shall be in

      form,
         substance
         and
         insured
         amount
         satisfactory
         to
         the
         Lender,
         with
         standard
         coverage
         and

       subject to deductibles and with reputable insurance companies, as may be reasonably required by

      the Lender.
         If the Lender shall determine that a Material Adverse Change has occurred or if an
        

      Event
         of
         Default
         shall
         have
         occurred,
         then
         within
         five
         Business
         Days
         after
         delivery
         by
         the
        Lender to the Borrowers of a written request therefor, the Borrowers shall cause the Lender to be
        

      named
        as an
        additional insured under
        all
        such insurance policies.

      


      Section
        8.08. Books
         and
         Records;
         Inspection
         Rights. Each
         Loan
         Party
         shall

       keep proper books of record and account in which full, true and correct entries are made of all

       Collateral and transactions contemplated by this Agreement.
         Each Loan Party shall permit any
        

      representatives
         designated
         by
         the
         Lender,
         at
         the
         Borrowers’
         expense,
         upon
         reasonable
         prior
        

      notice,
         to
         visit
         and
         inspect
         its
         properties,
         to
         examine
         and
         make
         extracts
         from
         its
         books
         and
        

      records,
         and
         to
         discuss
         its
         affairs,
         finances
         and
         condition
         with
         its
         officers
         and
         independent
        

      accountants,
         all
         at
         such
         reasonable
         times
         and
         as
         often
         as
         reasonably
         requested. Any
         such
        

      inspection
        shall
        be
        subject to the confidentiality
        restrictions set
        forth
        in Section
        12.12.

      


      Section
        8.09. Compliance
         with
         Laws
         and
         Agreements.
         Each
         Loan
         Party
         shall
        

      comply
         with
         all
         laws,
         rules,
         regulations
         and
         orders
         of
         any
         Governmental
         Authority
         (including
        

      ERISA)
         applicable
         to
         it
         or
         its
         property
         and
         all
         indentures,
         agreements
         and
         other
         instruments

       binding upon it or its property, except where the failure to do so, individually or in the aggregate,
        

      could
        not
        reasonably be expected
        to result in a
        Material
        Adverse Effect.

       

      


      Section
        8.10. Use
         of
         Proceeds.
         The proceeds of the Loans shall be used solely

      for
         working
         capital
         purposes
         or
         to
         satisfy
         the
         Borrowers’
         obligations
         under
         the
         pre-existing
        

      indebtedness.

      


      Section
        8.11. Further
         Assurances.
         Each Loan Party shall, and shall cause each
        

      other
        Loan Party to, execute any and all further documents,
        financing
        statements,
        agreements
        and


      instruments,
         and
         take
         all
         such
         further
         actions
         (including
         the
         filing
         and
         recording
         of
         financing
        

      statements,
         Certificates
         of
         Title
         and
         other
         documents),
         which
         may
         be
         required
         under
         any
        

      applicable
         law,
         or
         which
         the
         Lender
         may
         reasonably
         request,
         to
         effectuate
         the
         transactions

       contemplated by the Loan Documents or to grant, preserve, protect or perfect the Liens created

      or intended to be created by the Security Documents or the validity or priority of any such Lien,

      all at the expense of the Loan Parties.
         Each Loan Party also agrees to provide to the Lender,

       upon request, evidence reasonably satisfactory to the Lender as to the perfection and priority of

      the
        Liens
        created or
        intended to be created
        by the
        Security Documents.
        Section 8.12. Casualty.

       

      


      


      


      


      


      30

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       

      (a) Each Loan Party shall furnish to the Lender prompt notice of any casualty

      or
         other
         damage
         to
         any
         portion
         of
         the
         Collateral
         having
         a
         value
         in
         excess
         of
         $25,000
         or
         the
        

      commencement of any action or proceeding for the taking
        of any Collateral or any part thereof or
        

      interest
        therein by condemnation or similar
        proceeding.

      


      (b) If
         any
         event
         described
         in
         paragraph
        (a)
 of
         this
         Section
         results
         in
         Net

       Proceeds (whether in the form of insurance proceeds, or otherwise), the Lender is authorized to

      collect such Net Proceeds and, if received by a Loan Party, such Net Proceeds shall be paid to

      the Lender. All such Net Proceeds retained by or paid over to the Lender shall be held by the

      Lender and released from time to time to pay the costs of repairing, restoring or replacing the

      affected property in accordance with the terms of this Agreement and the applicable provisions

      of
        the
 Security
        Documents,  subject
         to
        the
        provisions
         of
         the
         Security
         Documents
         regarding
        

      application
        of such Net Proceeds during
        a
        Default
        or an
        Event of Default.

      


      (c) If any Net Proceeds retained by the Lender as provided above continue to

      be held by the Lender on the date that any prepayment is due pursuant to Section
        5.08 in respect

      of the event resulting in such Net Proceeds, then such Net Proceeds shall be applied to prepay

      Loans
        as
        provided in Section 5.08.

      


      Section
        8.13. Interest
         Rate
         Protection. The
         Borrowers
         agree
         to
         consult
         from
        

      time
         to
         time
         with
         the
         Lender
         regarding
         the
         advisability
         of
         entering
         into
         swaps,
         caps
         or
         other

       interest rate hedging agreements to limit the Borrowers’ exposure to interest payable under this
        

      Agreement
        to
        develop a hedging strategy mutually
        agreeable
        to the
        Borrowers
        and
        the Lender.

      


      ARTICLE
        IX
        

       

      NEGATIVE COVENANTS

       

      Until
         the
         Commitments
         have
         expired
         or
         terminated
         and
         the
         principal
         of
        and

      interest on each Loan and all fees payable hereunder have been paid in full, each of the Loan

      Parties
        covenants and agrees with the Lender
        that:

       

      


      Section
        9.01. Change
         in
         Control.
        Neither AMERCO nor any Loan Party shall

       permit, consent to or acquiesce to any Change in Control without the prior written consent of
        Lender.

      


      Section
        9.02. Use
        of Collateral.

      


      (a) Except as otherwise provided in clause (b) of this Section 9.02, no Loan
        

      Party shall permit any tangible asset constituting Collateral to be located (i)
        outside the United
        

      States
         or
         Canada,
         (ii)
         outside
         the
         possession
         of
         the
         Borrowers
         or
         its
         Affiliates,
         except,
         with
        

      respect to Vehicles, when (A)
        consigned to the possession of a third party dealer pursuant to a

       Dealership Contract rented to consumers in the ordinary course of Borrower’s business or, (B)
        in


      transit to such locations, or (C)
        in transit to a
        third party purchaser who will become obligated on

      a receivable upon receipt, (iii) on any property not owned by the Borrowers, except, with respect

      to
        Vehicles, when rented in the ordinary course of Borrower’s
        business.

      


      


      


      


       

      


      31

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       

      (b) This Section 9.02 shall not be construed to prohibit (i) the return of any
        asset
 

      constituting
         Collateral
         to
         the
         vendor
         thereof
         or
         to
         third
         parties
         for
         repairs,
         services,

       modifications or other similar purposes or (ii) the storage of any asset constituting Collateral in
        

      any
        warehouse or similar
        facility.

      


      Section
        9.03. Negative
         Pledge. No
         Loan
         Party
         shall,
         directly
         or
         indirectly,
        

      create,
         incur,
         assume
         or
         suffer
         to
         exist
         any
         Lien
         upon
         any
         Collateral,
         except
         for
         Permitted
        Encumbrances.

      


      Section
        9.04. Limitations
         on
         Fundamental
         Changes. No
         Loan
         Party
         shall,

      directly or indirectly, enter into any merger, consolidation or amalgamation, or liquidate, wind

      up
         or
         dissolve
         itself
         (or
         suffer
         any
         liquidation
         or
         dissolution),
         or
         convey,
         sell,
         lease,
         assign,
        

      transfer
        or otherwise dispose of, all
        or
        substantially
        all
        of its
        property, business or assets, or make
        

      any
        material
        change in its present method
        of
        conducting business, except:

      


      (a) any
         Subsidiary
         of
         a
         Loan
         Party
         may
         be
         merged
         or
         consolidated
         with
         or
        

      into
         such
         Loan
         Party
         (provided
         that
         such
         Loan
         Party
         shall
         be
         the
         continuing
         or
         surviving
        corporation); or

      


      (b) any merger, consolidation or amalgamation, or liquidation, winding up or

      dissolution that would not reasonably be expected (i) to materially and adversely affect the rights

      of
        the
        Lender hereunder, or (ii) to have
        a
        Material Adverse Effect. 

       

                  ARTICLE X

       

                                      EVENTS
        OF
        DEFAULT

      


      Section
        10.01.  Events
         of
         Default. An
         “Event
         of
         Default”
         shall
         mean
         

      the
        occurrence and continuation of one or more of
        the
        following events or conditions:

      


      (a) the Borrowers, the Guarantor or the Servicer/Manager shall fail to pay any

      principal of or interest (including any Borrowing Base Deficiency pursuant to Article V) on any

      Loan or any fee or any other amount payable under this Agreement, within one Business Day of

      when same shall become due and payable, whether at the due date thereof or at a date fixed for
        

      prepayment
        thereof or otherwise;

      


      (b) any representation or warranty made or deemed made by or on behalf of

      any Loan Party in or in connection with any Loan Document or any amendment or modification

      thereof or waiver thereunder, or in any report, certificate, financial statement or other document
        

      furnished
         pursuant
         to
         or
         in
         connection
         with
         any
         Loan
         Document
         or
         any
         amendment
         or
        

      modification thereof or waiver thereunder, shall prove to have been incorrect in any respect (or,

      in
        the
        case
        of any
        representation
        or warranty that is not qualified as to materiality,
        in
        any material
        

      respect) when made or deemed made;

      


      (c) any Loan Party shall fail to observe or perform any covenant, condition or

      agreement contained in any Loan Document, and such failure shall continue unremedied for a
        

      period
        of
        30 days after notice thereof
        from the
        Lender to the Borrowers;

      


      


      


       

      


      32

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       

      (d) any
         Loan
         Party
         shall
         fail
         to
         make
         any
         payment
         (whether
         of
         principal
         or
        

      interest and regardless of amount) in respect of any material Indebtedness, when 

      and as the same
        shall  become
         due
         and
         payable
         (after
         giving
         effect
         to
         any
         period
         

      of
         grace
         expressly
         applicable
        thereto);

      


      (e) any
         event
         or
         condition
         occurs
         that
         results
         in
         any
         material
         Indebtedness
        

      becoming due prior to its scheduled maturity or that enables or permits (after giving effect to any

      period of grace expressly applicable thereto) the holder or holders of any material Indebtedness

      or any trustee or agent on its or their behalf to
        cause any material indebtedness to become due, or

      to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled

      maturity; provided that this clause (f) shall not apply to secured Indebtedness that becomes due

      as
        a
        result of the
        voluntary sale or transfer of the property or assets
        securing such Indebtedness;

      


      (f) an involuntary proceeding shall be commenced or an involuntary petition

      shall be filed seeking (i) liquidation, reorganization or other relief in respect of AMERCO, UHI

      or any of the Borrowers, or its debts, or of a substantial part of its assets, under any Federal, state

      or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii)

      the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for

      AMERCO, UHI or any of the Borrowers, or for a substantial part of its assets, and, in any such

      case, such proceeding or petition shall continue undismissed for 60 days or an order or decree
        

      approving
        or ordering any of the
        foregoing shall be entered;

      


      (g) AMERCO, UHI or any of the Borrowers shall (i) voluntarily commence

      any proceeding or file any petition seeking liquidation, reorganization or other relief under any

      Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in

      effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any
        

      proceeding
         or
         petition
         described
         in
         clause
         (g)
         of
         this
         Article,
         (iii)
         apply
         for
         or
         consent
         to
         the
        

      appointment
         of
         a
         receiver,
         trustee,
         custodian,
         sequestrator,
         conservator
         or
         similar
         official
         for

       AMERCO, UHI or any of the Borrowers or for a substantial part of its assets, (iv) file an answer

      admitting the material allegations of a petition filed against it in any such proceeding, (v) make a

      general assignment for the benefit of creditors or (vi) take any action for the purpose of effecting
        

      any
        of
        the foregoing;

      


      (h) AMERCO,
         UHI
         or
         any
         of
         the
         Borrowers
         shall
         become
         unable,
         admit
         in
        

      writing
        its inability
        or fail
        generally to
        pay
        its debts as they become
        due;

      


      (i) one or more judgments or decrees shall be entered against any Loan Party

      involving in the aggregate a liability (not paid or fully covered by insurance) of $5,000,000 or
        

      more,
         and
         all
         such
         judgments
         or
         decrees
         shall
         not
         have
         been
         vacated,
         discharged,
         stayed
         or
        

      bonded
        pending appeal within 60 days from the
        entry
        thereof;

      


      (j) any Lien on any material portion of the Collateral purported to be created
        

      under
         the
         Security
         Documents
         shall
         cease
         to
         be,
         or
         shall
         be
         asserted
         by
         UHI
         or
         any
         of
         the

       Borrowers not to be, a valid and perfected Lien on any Collateral, with the priority required by

      the Security Documents and that could individually or in the aggregate have a material adverse
        

      effect
         on
         the
         Collateral
         or
         the
         interests
         of
         the
         Lender
         under
         the
         Loan Documents,
         except
         as
         a

       

      


      


      


      


      


      33

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       

                  result of the sale or other disposition of the applicable Collateral in a transaction permitted under
        

                  the
        Loan
        Documents;

      


      (k) the Guarantee Agreement shall cease to be in full force and effect, or the

      Guarantor
        shall
        make
        an
        assertion
        to
        such effect in any judicial proceeding;

      


      (l) an
         ERISA
         Event
         that
         when
         taken
         together
         with
         all
         other
         ERISA
         Events
        

      that
        have
        occurred, could reasonably be expected to
        result
        in a
        Material
        Adverse
        Effect.

      


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

      specified in Section 10.01 hereof shall occur and be continuing, then, and in every such event

      (other
         than
         an
         event
         with
         respect
         to
         the
         Borrowers
         described
         in
         clause
         (g)
         or
         (h)
         of
        

      Section
        10.01),  upon
         notice
         from
         the
         Lender
         to
         the
         Borrowers,
         the
         Facility
         provided
         by
         this

      Agreement shall immediately terminate, and the Outstanding Loans, together with accrued and

      unpaid interest thereon, and all other Obligations, shall immediately become due and payable,

      without presentment, demand, protest or other notice of any kind, all of which are hereby waived

      by the Borrowers; and in case of any event with respect to the Borrowers described in clause (g)

      or
         (h)
         of
         Section
         10.01,
         the
         Facility
         provided
         by
         this
         Agreement
         shall
         automatically
         and
        

      immediately
         terminate,
         and
         the
         Outstanding
         Loans,
         together
         with
         accrued
         and
         unpaid
         interest
        

      thereon,
         and
         all
         other
         Obligations,
         shall
         immediately
         become
         due
         and
         payable,
         without

      presentment, demand, protest or other notice of any kind, all of which are hereby waived by the
        Borrowers.

       Further, if an Event of Default specified in Section 10.01 hereof shall occur and be
        

      continuing,
         then,
         and
         in
         every
         such
         event
         the
         Lender
         shall
         have
         the
         right
         to
         collect,
         receive,
        

      appropriate
         or
         realize
         upon
         the
         Collateral
         or
         otherwise
         foreclose
         or
         enforce
         Lender’s
         security
        

      interests
        in
any
        or all
        Collateral
        in
        any
        manner
        permitted
        by
        the Security Agreement.

      


      ARTICLE XI
        

       

      RESERVED

      Section
        11.01.  Reserved.

       

                                    ARTICLE XII
        

       

                            MISCELLANEOUS

       

              Section
        12.01.  Notices.
         Except in the case of notices and other communications

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

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

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

      


      (a) if to U-Haul Leasing & Sales Co., to it at 1325 Airmotive Way, Reno, NV

      89502-3239,
        Attention: Rocky Wardrip (Facsimile
        No.
        (775) 688-6338);

      


      (b) if to UHI, in any capacity, or U-Haul Co. of Arizona, to such party at 2727

      N. Central Avenue, Phoenix, AZ 85004, Attention: Jennifer Settles (Facsimile No. (602) 

      263-6173);
        and

      


      


      


       

      


      34

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       

      (c) if to the Lender, to it at 4 World Financial Center, 10th Floor, New York,
        

      NY
        10080,
        Attention: Jeffrey Cohen
        (Facsimile
        No.
        (212) 449-9015).

      


                  Any
 party
         hereto
         may
         change
         its
         address
         or
         telecopy
         number
         for
         notices
         and
         other
        

                  communications
         hereunder
         by
         notice
         to
         the
         other
         parties
         hereto. All
         notices
         and
         other

                
        communications given to any party hereto in accordance with the provisions of this Agreement
        

                  shall
 be
         deemed
         to
         have
         been
         given
         on
         the
         date
         of
         receipt.
         All
         payments
         hereunder
         shall
         be

                   made in accordance with the wire instructions specified on Exhibit
         K hereto, or to such other

                   payment address as may be specified in writing by the applicable payee party to the other parties
        hereto.

      


      Section
        12.02.  Waivers;
        Amendments.

      


      (a) No
         failure
         or
         delay
         by
         the
         Lender
         in
         exercising
         any
         right
         or
         power
        

      hereunder or under any other Loan Document shall
         operate as a waiver thereof, nor shall any

       single or partial exercise of any such right or power, or any abandonment or discontinuance of
        

      steps
         to
         enforce
         such
         a
         right
         or
         power,
         preclude
         any
         other
         or
         further
         exercise
         thereof
         or
         the
        

      exercise of any other right or power.
         The rights and remedies of the Lender hereunder and under

      the other Loan Documents are cumulative and are not exclusive of any rights or remedies that

      they would otherwise have. No waiver of any provision of any Loan Document or consent to
        

      ny departure by any Loan Party therefrom shall in any event be effective unless the same shall

      be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective
        

      only in the specific instance and for the purpose for which given.
         Without limiting the generality

      of
         the
         foregoing,
         the
         making
         of
         a
         Loan
         shall
         not
         be
         construed
         as
         a
         waiver
         of
         any
         

      Default,
        regardless of whether the Lender may
        have
        had notice
        or
        knowledge of such Default at the time.

      


      (b) Neither this Agreement nor any other Loan Document nor any provision

      hereof or thereof may be waived, amended or modified except, in the case of this Agreement,

      pursuant to an agreement or agreements in writing entered into by the Borrowers and the Lender

      or, in the case of any other Loan Document, pursuant to an agreement or agreements in writing

      entered into by the Loan Party or Loan Parties that are parties thereto with the consent of the
        

      Lender;
         provided
         that
         no
         such
         agreement
         shall
         (i)
         increase
         the
         Commitment
         of
         the
         Lender

       without the written consent of the Lender, (ii) reduce the principal amount of any Loan or reduce

      the
         rate
         of
         interest
         on
         such
         Loan,
         or
         reduce
         any
         fees
         payable
         hereunder,
         without
         the
         written

       consent of the Lender, (iii) postpone the scheduled date of payment of the principal amount of

      any Loan or any interest thereon, or any fees payable hereunder, or reduce the amount of, waive

      or excuse any such payment, or postpone the scheduled date of expiration of any Commitment,
        

      without
         the
         written
         consent
         of
         the
         Lender,
         (iv)
         change
         any
         of
         the
         provisions
         of
         this
         Section

       without the written consent of the Lender, (v) release all or any substantial part of the Collateral
        

      from
         the
         Liens
         of
         the
         Security
         Documents
         (except
         as
         expressly
         provided
         herein
         or
         therein),

       without the written consent of the Lender, or (vi) release of UHI from its guarantee under the
        

      Guarantee
         Agreement
         (except
         as
         expressly
         provided
         in
         the
         Guarantee
         Agreement)
         or
         limit
         or
        

      condition its obligations thereunder, without
        the
        written consent
        of
        the Lender.

      


      Section
        12.03.  Expenses;
        Indemnity;
        Damage
        Waiver.

      


      


      


      


      


       

      


      35

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       

      (a) The Borrowers shall pay (i) all costs and expenses incurred by the Lender,
        

      including
         the
         reasonable
         fees,
         charges
         and
         disbursements
         of
         counsel
         for
         the
         Lender,
         in
        

      connection
         with
         the
         negotiation,
         preparation,
         execution
         and
         delivery
         of
         the
         Loan
         Documents

      (including expenses incurred in connection with its due diligence activities) and (ii) all costs and
        

      expenses
         incurred
         by
         the
         Lender, including
         the
         reasonable
         fees,
         charges
         and
         disbursements
         of

       any counsel for the Lender, in connection with (A) the enforcement or protection of its rights in

      connection with the Loan Documents, including its rights under this Section, or in connection
        

      with
         the
         Loans
         made
         hereunder,
         including
         all
         such
         costs
         and
         expenses
         incurred
         during
         any
        

      workout,
         restructuring
         or
         negotiations
         in
         respect
         of
         such
         Loans,
         and
         (B)
         in
         the
         case
         of
         the

       Lender, the administration of, and any amendments, modifications, waivers or supplements of or

      to
        the
        provisions of, any of the Loan Documents.

      


      (b) The Borrowers shall indemnify the Lender, and each Related Party of any

      of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each
        Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses,
        

      including
         the
         reasonable
         fees,
         charges
         and
         disbursements
         of
         any
         counsel
         for
         any
         Indemnitee,
        incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of

      (i)
         the
         execution
         or
         delivery
         of
         any
         Loan
         Document
         or
         any
         other
         agreement
         or
         instrument
        contemplated hereby, the performance by the parties to the Loan Documents of their respective
        

      obligations
         thereunder
         or
         the
         consummation
         of
         the
         Transactions
         or
         any
         other
         transactions
        contemplated hereby, (ii) any Loan or the use of the proceeds therefrom, or (iii) any actual or
        

      prospective
         claim,
         litigation,
         investigation
         or
         proceeding
         relating
         to
         any
         of
         the
         foregoing,
        whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a
        party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the
        extent that such losses, claims, damages, liabilities or related expenses have resulted from the
        

      gross
        negligence or willful misconduct
        of such Indemnitee.

      


      (c) To the extent permitted by applicable law, the Borrowers shall not assert,

      and each of them hereby waives, any claim against any Indemnitee, on any theory of liability, for
        

      special,
         indirect,
         consequential
         or
         punitive
         damages
         (as
         opposed
         to
         direct
         or
         actual
         damages)
        

      arising
         out
         of,
         in
         connection
         with,
         or
         as
         a
         result
         of,
         this
         Agreement
         or
         any
         agreement
         or
        

      instrument
        contemplated
        hereby, the
        Transactions, any
        Loan
        or the use of the proceeds
        thereof.

      


      (d) All amounts due under this Section shall be payable not later than 30 days
        after written demand
        therefor.

      


      Section
        12.04.  Successors
        and Assigns.

      


      (a) The provisions of this Agreement shall be binding upon and inure to the

      benefit of the parties hereto and their respective successors and assigns permitted hereby, except

      that a Loan Party may not assign or otherwise transfer any of its rights or obligations hereunder

      without the prior written consent of the Lender (and any attempted assignment or transfer by any

       Loan Party without such consent shall be null and void).
         Nothing in this Agreement, expressed

      or
         implied,
         shall
         be
         construed
         to
         confer
         upon
         any
         Person
         (other
         than
         the
         parties
         hereto,
         their
        

      respective
         successors
         and
         assigns
         permitted
         hereby
         and,
         to
         the
         extent
         expressly
         contemplated

       hereby, the Related Parties of the Lender) any legal or equitable right, remedy or claim under or

      by
        reason
        of this Agreement.

      


      


       

      


      36

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       

      (b) The Lender may, without the consent of the Loan Parties, assign all or a
        

      portion
         of
         its
         rights
         and
         obligations
         under
         this
         Agreement
         (including
         all
         or
         a
         portion
         of
         its
        

      Commitment and the Loans at the time owing to it); provided that (i) except in the case of an

      assignment to an Affiliate of MLCFC or its successors or assigns, or an assignment of the entire
        

      remaining
         amount
         of
         the
         Lender’s
         Commitment
         or
         entire
         remaining
         Loans,
         the
         amount
         of
         the

       Commitment and Loans of the assigning Lender subject to each such assignment (determined as

      of the date the Assignment and Acceptance with respect to such assignment is delivered by the

      assigning Lender) shall not be less than $5,000,000 unless the Borrowers otherwise consent, (ii)
        

      each
         partial
         assignment
         shall
         be
         made
         as
         an
         assignment
         of
         a
         proportionate
         part
         of
         all
         the

       assigning Lender’s rights and obligations under this Agreement, except that this clause (ii) shall
        

      not
         be
         construed
         to
         prohibit
         the
         assignment
         of
         a
         proportionate
         part
         of
         all
         of
         the
         assigning

       Lender’s rights and obligations in respect of (A) Loans, (B) Loans separately from (or without

      assigning) Commitments or (C) Commitments separately from (or without assigning) Loans, (iii)

      the parties to each assignment shall execute and deliver an Assignment and Acceptance, and (iv)

      the assignee, if it shall not be a Lender hereunder prior to such assignment, shall deliver to the
        

      Borrowers
         its
         notice
         and
         payment
         information. Subject
         to
         acceptance
         and
         recording
         thereof
        

      pursuant
         to
         paragraph
         (d)
         of
         this
         Section,
         from
         and
         after
         the
         effective
         date
         specified
         in
         each

       Assignment and Acceptance the assignee thereunder shall be a party hereto and, to the extent of

      the interest assigned by such Assignment and Acceptance, have the rights and obligations of a
        

      Lender
         under
         this
         Agreement,
         and
         the
         assigning
         Lender
         thereunder
         shall,
         to
         the
         extent
         of
         the

       interest assigned by such Assignment and Acceptance, be released from
        its obligations under this
        

      Agreement
         (and,
         in
         the
         case
         of
         an
         Assignment
         and
         Acceptance
         covering
         all
         of
         the
         assigning

       Lender’s rights and obligations under this Agreement, the Lender shall cease to be a party hereto
        

      but
         shall
         continue
         to
         be
         entitled
         to
         the
         benefits
         of
         Sections
         5.09,
         5.10
         and
         12.03). Any

       assignment or transfer by the Lender of rights or obligations under this Agreement that does not
        

      comply
         with
         this
         paragraph
         shall
         be
         treated
         for
         purposes
         of
         this
         Agreement
         as
         a
         sale
         by
         the

       Lender of a participation in such rights and obligations in accordance with paragraph (c) of this
        Section.

      


      (c) The
         Lender
         may,
         without
         the
         consent
         of
         the
         Loan
         Parties,
         sell

       participations to one or more Persons (a “Participant”) in all or a portion of the Lender’s rights
        

      and
         obligations
         under
         this
         Agreement
         (including
         all
         or
         a
         portion
         of
         its
         Commitments
         and
         the

       Loans owing to it); provided that (i) the Lender’s obligations under this Agreement shall remain
        

      unchanged,
         (ii)
         the
         Lender
         shall
         remain
         solely
         responsible
         to
         the
         other
         parties
         hereto
         for
         the
        

      performance
         of
         such
         obligations
         and
         (iii)
         the
         Loan
         Parties
         shall
         continue
         to
         deal
         solely
         and
        

      directly
        with the Lender in connection with  the
        Lender’s rights and obligations under this 

      Agreement. Any
         agreement
         or
         instrument
         pursuant
         to
         which
         the
         Lender
         sells
         such
         a
        

      participation
         shall
         provide
         that
         the
         Lender
         shall
         retain
         the
         sole
         right
         to
         enforce
         the
         Loan

       Documents and to approve any amendment, modification or waiver of any provision of the Loan

      Documents; provided that such agreement or instrument may provide that the Lender will not,
        

      without
         the
         consent
         of
         the
         Participant,
         agree
         to
         any
         amendment,
         modification
         or
         waiver
        

      described
        in the first proviso to Section
        12.02(b)  that
        affects such Participant. Subject
        to

       paragraph (f) of this Section, the Loan Parties agree that each Participant shall be entitled to the

      benefits of Sections 5.09 and 5.10 to the same extent as if it were a Lender and had acquired its

      interest by assignment pursuant to paragraph (b) of this Section provided that such Participant
        

      agrees to be subject to Sections 5.10(f) as though it was a Lender.
         To the extent permitted by

       law, each Participant also shall be entitled to the benefits of Section 12.08 as though it were a

       

      


      


      


      37

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       

                  Lender,
 provided
         such
         Participant
         agrees
         to
         be
         subject
         to
         Section
         5.15(c)
         as
         though
         it
         were
         a

                  Lender.

      


      (d) The Lender may at any time pledge or assign a security interest in all or

      any portion of its rights under this Agreement to secure obligations of the Lender, including any

      pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section shall not

      apply to any such pledge or assignment of a security interest; provided that no such pledge or

      assignment of a security interest shall release the Lender from any of its obligations hereunder or
        

      substitute
        any such pledgee or assignee
        for
        the Lender as a party hereto.

      


      Section
        12.05.  Survival. All covenants, agreements, representations and
        

      warranties
         made
         by
         the
         Loan
         Parties
         in
         the
         Loan
         Documents
         and
         in
         the
         certificates
         or
         other
        

      instruments
         delivered
         in
         connection
         with
         or
         pursuant
         to
         this
         Agreement
         or
         any
         other
         Loan
        

      Document
         shall
         be
         considered
         to
         have
         been
         relied
         upon
         by
         the
         other
         parties
         hereto
         and
         shall
        

      survive
         the
         execution
         and
         delivery
         of
         the
         Loan
         Documents
         and
         the
         making
         of
         any
         Loans,
        

      regardless
        of any investigation made
        by
        any such other party or on its behalf and notwithstanding

       that the Lender may have had notice or knowledge of any Default or incorrect representation or

      warranty at the time any credit is extended hereunder, and shall continue in full force and effect

      as long as the principal of or any accrued interest on any Loan or any fee or any other amount

      payable under this Agreement is outstanding and unpaid and so long as the Commitments have

      not expired or terminated.
         The provisions of Sections 5.09, 5.10 and 12.03 and Article XI shall

       survive and remain in full force and effect regardless of the consummation of the transactions
        

      contemplated
         hereby,
         the
         repayment
         of
         the
         Loans,
         the
         expiration
         or
         termination
         of
         the
        

      Commitments
        or
        the
        termination
        of this Agreement
        or
        any provision hereof.

      


      Section
        12.06.  Counterparts; Integration; Effectiveness.
         This Agreement may be
        

      executed
        in counterparts (and by different parties hereto
        on
        different counterparts), each of which 

      shall
         constitute
         an
         original,
         but
         all
         of
         which
         when
         taken
         together
         shall
         constitute
         a
         single

      contract.
         This Agreement, the other Loan Documents and any separate letter agreements with

       respect to fees payable to the Lender constitute the entire contract among the parties relating to

      the
        subject matter
        hereof and supersede any and all
        previous agreements
        and
        understandings, oral

      or
         written,
         relating
         to
         the
         subject
         matter
         hereof. Except
         as
         provided
         in
         Section
         7.01(a),
         this

       Agreement shall become effective when it shall have been executed by the Lender and when the

      Lender shall have received counterparts hereof which, when taken together, bear the signatures

      of
        each
        of the other parties hereto, and
        thereafter shall be binding
        upon
        and inure to the
        benefit
        of

      the
         parties
         hereto
         and
         their
         respective
         successors
         and
         assigns. Delivery
         of
         an
         executed

       counterpart of a signature page of this Agreement by telecopy shall be effective as delivery of a
        

      manually
        executed counterpart of this Agreement.

      


      Section
        12.07.  Severability.
         Any provision of this Agreement held to be invalid,
        

      illegal
         or
         unenforceable
         in
         any
         jurisdiction
         shall,
         as
         to
         such
         jurisdiction,
         be
         ineffective
         to
         the

       extent of such invalidity, illegality or unenforceability without affecting the validity, legality and

      enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a
        

      particular
        jurisdiction shall not
        invalidate such provision
        in any
        other jurisdiction.

      


      Section
        12.08.  Right of Setoff.
         If an Event of Default shall have occurred and be

      continuing, the Lender and each of its Affiliates is hereby authorized at any time and from time

      


      


       

      


      38

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       

                  to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general

              or special, time or demand, provisional or final) at any time held and other obligations at any 

                  time owing by the Lender or Affiliate to or for the credit or the account of the Borrowers against

                  any of and all the obligations of the Borrowers now or hereafter existing under this Agreement

                  held by the Lender, irrespective of whether or not the Lender shall have made any demand under
        

                  this
 Agreement
         and
         although
         such
         obligations
         may
         be
         unmatured. The
         rights
         of
         the
         Lender

                  under this Section are in addition to other rights and remedies (including other rights of setoff)
        

                  which
        the
Lender
        may
        have.

      


      Section
        12.09.  Governing
        Law; Jurisdiction; Consent to Service of Process.

      


      (a) THIS
         AGREEMENT
         SHALL
         BE
         CONSTRUED
         IN
         ACCORDANCE
        WITH
        AND
        GOVERNED

       BY
        THE
        LAW OF
        THE
        STATE
        OF NEW
        YORK.

      


      (b) UHI and the Borrowers hereby irrevocably and unconditionally submits,

      for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of
        New York sitting in New York County and of the United States District Court of the Southern
        

      District
         of
         New
         York,
         and
         any
         appellate
         court
         from
         any
         thereof,
         in
         any
         action
         or
         proceeding
        

      arising
         out
         of
         or
         relating
         to
         any
         Loan
         Document,
         or
         for
         recognition
         or
         enforcement
         of
         any
        judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all
        claims in respect of any such action or proceeding may be heard and determined in such New
        

      York State or, to the extent permitted by law, in such Federal court.
         Each of the parties hereto
        agrees that a final judgment in any such action or proceeding shall be conclusive and may be
        enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
        Nothing in this Agreement or any other Loan Document shall affect any right that the Lender
        may otherwise have to bring any action or proceeding relating to this Agreement or any other
        

      Loan
        Document
        against the Borrowers
        or
        its properties
        in the courts of any jurisdiction.

      


      (c) UHI and the Borrowers hereby irrevocably and unconditionally waives, to

      the
         fullest
         extent
         it
         may
         legally
         and
         effectively
         do
         so,
         any
         objection
         which
         it
         may
         now
         

      or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to
        

      this
         Agreement
         or
         any
         other
         Loan
         Document
         in
         any
         court
         referred
         to
         in
         paragraph
         (b)
         of
         this
        

      Section.
         Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by
        law, the defense of an inconvenient forum to the maintenance of such action or proceeding in
        any
        such court.

      


      (d) Each
         of
         the
         Servicer/Manager,
         the
         Guarantor
         and
         each
         Borrower
         hereby

       irrevocably agrees that service of process in any such action or proceeding may be effected by

      mailing a copy thereof by registered or certified mail (or any substantially similar form of mail),

      postage prepaid, to such Person at its address set forth in Section 12.01 or at such other address

      of which the Lender shall have been notified pursuant thereto.
         Nothing in this Agreement or any

       other Loan Document will affect the right of any party to this Agreement to serve process in any
        

      other
        manner
        permitted
        by
        law.

      


      Section
        12.10.  WAIVER
         OF
         JURY
         TRIAL. EACH
         PARTY
         HERETO
        

      HEREBY
         WAIVES,
         TO
         THE
         FULLEST
         EXTENT
         PERMITTED
         BY
         APPLICABLE
         LAW,
        

      ANY
         RIGHT
         IT
         MAY
         HAVE
         TO
         A
         TRIAL
         BY
         JURY
         IN
         ANY
         LEGAL
         PROCEEDING

      


      


       

      


      39

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       

                  DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT,

                  ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY

                  (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).
         EACH PARTY
        

                  HERETO
         (A)
         CERTIFIES
         THAT
         NO
         REPRESENTATIVE,
         AGENT
         OR
         ATTORNEY
         OF

                  ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH
        

                  OTHER
         PARTY
         WOULD
         NOT,
         IN
         THE
         EVENT
         OF
         LITIGATION,
         SEEK
         TO
         ENFORCE
        

                  THE
 FOREGOING
         WAIVER
         AND
         (B)
         ACKNOWLEDGES
         THAT
         IT
         AND
         THE
         OTHER
        

                  PARTIES
 HERETO
         HAVE
         BEEN
         INDUCED
         TO
         ENTER
         INTO
         THIS
         AGREEMENT
         BY,
        

                  AMONG
 OTHER
         THINGS,
         THE
         MUTUAL
         WAIVERS
         AND
         CERTIFICATIONS
         IN
         THIS
        SECTION.

      


      Section
        12.11.  Headings. Article
         and
         Section
         headings
         and
         the
         Table
         of

       Contents used herein are for convenience of reference only, are not part of this Agreement 

      and
        shall
        not affect the construction of, or be taken into
        consideration in interpreting, this Agreement.

      


      Section
        12.12.  Confidentiality.
         The Lender agrees to maintain the confidentiality

      of
         the
         Information
         (as
         defined
         below)
         and
         not
         use
         the
         Information
         for
         any
         purpose
         not
        

      contemplated
         by
         this
         Agreement,
         except
         that
         Information
         may
         be
         disclosed
         (a)
         to
         its
         and
         its
        

      Affiliates’
         directors,
         officers,
         employees
         and
         agents,
         including
         accountants,
         legal
         counsel
         and
        

      other
         advisors
         (it
         being
         understood
         that
         the
         Persons to
         whom
         such
         disclosure
         is
         made
         will
         be
        informed of the confidential nature of such Information and instructed to keep such Information
        confidential), (b) to the extent requested by any regulatory authority, (c) to the extent required by
        applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party

      to
         this
         Agreement,
         (e)
         in
         connection
         with
         the
         exercise
         of
         any
         remedies
         hereunder
         or
         any
         suit,
        action or proceeding relating to this Agreement or any other Loan Document or the enforcement

      of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially

      the same as those of this Section, to any assignee of or Participant in, or any prospective assignee

      of or Participant in, any of its rights or obligations under this Agreement, (g) with the consent of
        UHI or the Borrowers or (h) to the extent such Information (i) becomes publicly available other
        

      than
         as
         a
         result
         of
         a
         breach
         of
         this
         Section
         or
         (ii)
         becomes
         available
         to
         the
         Lender
         on
         a
        nonconfidential basis from a source other than UHI or the Borrowers.
         For the purposes of this
        

      Section,
         “Information”
         means
         all
         information
         received
         from UHI
         or
         the
         Borrowers
         relating
         to
        UHI or the Borrowers or its business, other than any such information that is publicly available

      or
         available
         to
         the
         Lender
         on
         a
         nonconfidential
         basis
         prior
         to
         disclosure
         by
         UHI
         or
         the

       Borrowers, provided that such information is identified at the time of delivery as confidential.
        Any Person required to maintain the confidentiality of Information as provided in this Section
        shall be considered to have complied with its obligation to do so if such Person has exercised the
        same degree of care to maintain the confidentiality of such Information as such Person would
        

      accord
        to
        its own confidential information.

      


      Section
        12.13.  Joint
         and
         Several
         Liability
         of
         Borrowers.
         Each
         Borrower
        

      acknowledges and agrees that, whether or not specifically
        indicated as such
        in a Loan Document,

      all
         Obligations
         shall
         be
         joint
         and
         several
         Obligations
         of
         each
         individual
         Borrower,
         and
         in
        

      furtherance
         of
         such
         joint
         and
         several
         Obligations,
         each
         Borrower
         hereby
         irrevocably
         and
        

      unconditionally
         guarantees
         the
         payment
         of
         all
         Obligations
         of
         each
         other
         Borrower. Each
        

      Borrower
         hereby
         acknowledges
         and
         agrees
         that
         such
         Borrower
         shall
         be
         jointly
         and
         severally

      


      


      


       

      


      40

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       

                  liable to the Lender for all representations, warranties, covenants, obligations and indemnities of
        the
        Borrowers hereunder.

      


      [Signature
        Page
        Follows]

       

      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      41

      



      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      



       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Schedule
        6.04

       

      


      Liabilities
        (in Excess of $25,000,000)

       

      


      1. U-Haul
         International,
         Inc.
         is
         the
         guarantor
         of
         all
         obligations
         under
         that
         Amended
         and

      Restated Credit Agreement among Amerco Real Estate Company, Amerco Real Estate Company

      of Texas, Inc., Amerco Real Estate Company of Alabama, Inc., U-Haul Co. of Florida, U-Haul
        International, Inc. and Merrill Lynch Commercial Finance Corp., dated as of June 8, 2005, 

      as
        amended,
        in
        the amount
        of
        $500,000,000.

      


      2. U-Haul International, Inc. is the guarantor of certain obligations under the $240,000,000,

      in
         aggregate
         amount,
         of
         CMBS
         loans
         originated
         by
         Merrill
         Lynch
         Mortgage
         Lending,
         Inc.
         to

       affiliates
        of U-Haul International,
        Inc.,
        dated
        June
        8,
        2005.

      


      3. U-Haul International, Inc. is the guarantor of certain obligations under the $240,000,000,

      in aggregate amount, of CMBS loans originated by Morgan Stanley Mortgage Capital, Inc. to
        

      affiliates
        of U-Haul International,
        Inc.,
        dated
        June
        8,
        2005.

      


      4. U-Haul Leasing & Sales Co. is the lessee under a Master Equipment Lease, between AIG
        

      Commercial
         Equipment
         Finance,
         Inc.,
         as
         lessor
         and
         U-Haul
         Leasing
         &
         Sales
         Co.,
         dated
        

      March
        29,
        2005, in the amount of $42,818,676.35.

      


      5. U-Haul
         Leasing
         &
         Sales
         Co.
         is
         the
         lessee
         under
         a
         Master
         Equipment
         Lease,
         between
        

      Banc
         of
         America
         Leasing
         &
         Capital,
         LLC,
         as
         lessor
         and
         U-Haul
         Leasing
         &
         Sales
         Co.,
         dated
        

      December
        19,
        1997, in the amount
        of
        $54,696,396.62.

      


      6. U-Haul
         Leasing
         &
         Sales
         Co.
         is
         the
         lessee
         under
         a
         Master
         Equipment
         Lease,
         between
        

      General
         Electric
         Capital
         Corporation,
         as
         lessor
         and
         U-Haul
         Leasing
         &
         Sales
         Co.,
         dated
        

      October
        22, 2004, in the amount
        of
        $90,950,539.06.

      


      7. U-Haul
         Leasing
         &
         Sales
         Co.
         is
         the
         lessee
         under
         a
         Master
         Equipment
         Lease,
         between

      Merrill Lynch Capital, a division
        of Merrill Lynch Business Financial Services
        Inc., as lessor
        and

      U-Haul
        Leasing & Sales Co., dated April
        30,
        2004, in the amount of $40,875,369.22.

      


      8. U-Haul Leasing & Sales Co., U-Haul Co. of Arizona and U-Haul International, Inc. are
        

      borrowers pursuant
         to
         a
         Credit
         Agreement
         between
         such
         parties,
         U-Haul
         International,
         Inc.
         as

       guarantor and Merrill Lynch Commercial Finance Corporation, as lender, dated as of June
        28,

      2005,
        in
        an amount
        up
        to $150,000,000.

      


      9. U-Haul
         Leasing
         is
         lessee
         under
         a
         Master
         Equipment
         Lease,
         between
         Chase
         Equipment

      Leasing, Inc. as Lessor and U-Haul Leasing & Sales Co., dated June 17, 1999, in the amount of

      $38,764,463.17.

      


      10. U-Haul
         Leasing
         is
         lessee
         under
         a
         Master
         Equipment
         Lease,
         between
         National
         City

      Leasing Corporation, as Lessor and U-Haul Leasing & Sales Co., dated December 15, 1999, in
        

      the
        amount
        of
        $30,638,189.26.

      


      


      


      


      


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      


      



       

      11. Obligations as Guarantor under that certain Promissory Note dated August 12, 2005 in

      the maximum amount of up to $50,000,000 (of which $20,000,000 has currently been drawn)
        made by AREC Holdings, LLC and UHIL Holdings, LLC in favor of Morgan Stanley Mortgage
        

      Capital, Inc.

      


      12. U-Haul Leasing & Sales Co., U-Haul Co. of Arizona and U-Haul International, Inc. are
        

      borrowers pursuant
         to
         a
         Credit
         Agreement
         between
         such
         parties,
         U-Haul
         International,
         Inc.
         as
        

      guarantor
         and
         Merrill
         Lynch
         Commercial
         Finance
         Corporation,
         as
         lender,
         dated
         as
         of
        

      November
        10,
        2005, in an amount
        up
        to $150,000,000.

      


      13. U-Haul Leasing & Sales Co., U-Haul Co. of Arizona and U-Haul International, Inc. are

       borrowers pursuant to a Credit Agreement between such parties, U-Haul International, Inc. and
        

      AMERCO
         as
         guarantors,
         Orange
         Truck
         Trust
         2006,
         as
         Collateral
         Agent
         and
         BTMU
         Capital
        

      Corporation,
        as lender, dated as of May
        31,
        2006, in an amount
        up
        to $150,000,000.

      


      14. U-Haul Leasing & Sales Co., U-Haul Co. of Arizona and U-Haul International, Inc. are

       borrowers pursuant to a Credit Agreement between such parties, U-Haul International, Inc., as

       guarantor, and Bayerische Hypo- und Vereinsbank AG, New York Branch, as lender, dated as of
        

      June
        6,
        2006, in an amount
        up
        to $50,000,000.

      


      15. U-Haul Leasing & Sales Co., U-Haul Co. of Arizona and U-Haul International, Inc. are

       borrowers pursuant to a Credit Agreement between such parties, U-Haul International, Inc. and
        

      AMERCO,
         as
         guarantors,
         and
         U.S.
         Bancorp
         Equipment
         Finance
         Inc.,
         as
         lender,
         dated
         as
         of
        

      February
        12, 2007, in an amount
        up
        to $30,000,000.

       

      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      2

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       

      Schedule
        6.15

       

      


      Insurance
        Policies

       

      


      


      


      AMERCO
        Insurance Program

      


      


       

      


       

      



      Liability
        and                        Excess Insurance
        Policies

      Business
        Auto                                                   


      
                                Various
          A
          RatedCarriers

         

      

                                                        Lead
        Excess CarrierAIG

       

      $15
        Million XS SIR

       

      


      


      



      Service
        Vehicles
        and Hawaii        Rental
        Fleet                Self
        Insured
        Retention

      and
        Alaska
        Rental
        Fleet               
        Self-Insured Status                $5
        Million

      Republic Western
        Policy            
        Department of Transportaion 

                                  Arizona

      


      Minimum Financial                                     
        Minimum Financial

      Responsibility Limits                                 
        Responsibility Limits

       

       

       

       

      



      The
        insurance
        program for
        AMERCO                            Workers
        Compensation

      includes
        D&O Insurance, Crime,                                     AIG

      Aviation Insurance.

       

      


      The
        excess liability insurance
        program
        

      includes
        business auto.
        All
        carriers
        

      have
        drop
        down endorsements
        should 

      the
        carrier below be unable to
        respond.                                                                               
Property Insurance

                                                                                                                                                                                 
         AIG

                                                                                                                                                                          
$100
        Million
        XS
                                                                                                                                                                     
  Deductible

      The
        self-insured status by Arizona

      DOT
        is
        for those trucks licensed
        in                                                                                      
Property Insurance

      Arizona
        which are all trucks except
        for                                                                                           Deductible

      those
        in
        Hawaii and
        Alaska.                                                                                                                $500,000

       

      


       


      


      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


       

      



       

      EXHIBIT
        A

       

      


      [FORM
        OF ASSIGNMENT
        AND
        ACCEPTANCE]

      


       

      


      ASSIGNMENT AND ACCEPTANCE

       

      


      Reference is made to the Amended and Restated Credit Agreement, dated as of

      March 12, 2007 (as the same may be amended, supplemented or otherwise modified from time to
        

      time,
         the
         “Credit
         Agreement”),
         among
         U-HAUL
         LEASING
         &
         SALES
         CO.,
         a
         Nevada
        

      corporation,
         U-HAUL
         INTERNATIONAL,
         INC.,
         a
         Nevada
         corporation,
         and
         MERRILL
        

      LYNCH COMMERCIAL FINANCE CORP., as Lender.
         Capitalized terms used herein but not
        

      defined
        herein shall have the meanings
        assigned to such terms
        in the
        Credit
        Agreement.

      


      1.
        The
 assignor
         named
         below
         (the
         “Assignor”)
         sells
         and
         assigns,
         without

       recourse, to the assignee named below (the “Assignee”), and the Assignee hereby purchases and

      assumes, without recourse, from the Assignor, effective as of the Effective Date set forth below,

      the
         interests
         set
         forth
         below
         (the
         “Assigned
         Interest”)
         in
         the
         Assignor’s
         rights
         and
         obligations

       under the Credit Agreement, including, without limitation, the percentages and amounts set forth

      on the reverse hereof of (a) the Commitments of the Assignor on the Effective Date and (b) the

      Loans owing to the Assignor that are outstanding on the Effective Date.
         The Assignee hereby

      acknowledges receipt of a copy of the Credit Agreement.
         From and after the Effective Date (a)

      the Assignee shall be a party to and be bound by the provisions of the Credit Agreement and, to

      the
         extent
         of
         the
         interests
         assigned
         by
         this
         Assignment
         and
         Acceptance,
         have
         the
         rights
         and

       obligations of a Lender thereunder and under the Loan Documents and (b) the Assignor shall, to

      the extent of the interests assigned by this Assignment and Acceptance, relinquish its rights and

      be
         released
         from
         its
         obligations
         under
         the
         Credit
         Agreement
         (and
         in
         the
         event
         that
         this
        

      Assignment
         and
         Acceptance
         covers
         all
         or
         the
         remaining
         portion
         of
         the
         Assignor’s
         rights
         and

       obligations under the Credit Agreement, the Assignor shall cease to be a party thereto but shall

      continue to be entitled to the benefits of Sections 5.09, 5.10 and 12.05 thereof, as well as to any
        

      fees
        accrued for
        its
        account
        and
        not yet paid).

       

      


      2.
        This Assignment and Acceptance is being delivered to the Assignor and the

       Borrowers, together with, if the Assignee is organized under the laws
        of a jurisdiction outside the

       United States, the forms specified in Section 5.10 of the Credit Agreement, duly completed and
        

      executed
        by such Assignee.

      


      3.
        This
 Agreement
         and
         Acceptance
         shall
         be
         governed
         by,
         and
         construed
         in
        

      accordance
        with,
        the laws of the
        State
        of New York.

       

      


      


      


      


      


      


      


      


      


      


      


      


      


      


      



       

      


      


      A-1

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       

      Date
        of
        Assignment:
        

       

      Legal
        Name of
        Assignee: 

       

      Legal
        Name of
        Assignor:

       

      Assignee’s
        Address for

      Notices

      


      Effective Date of
        Assignment (may not be fewer than five Business Days after the

      Date
        of
        Assignment):

      


      The
        terms
        set
        forth above are hereby agreed to:

      


      


      


      


      [_____________________]

      as
        Assignor,

       

      


      


      


      By:_____________________  

       

      Name:
        

       

      Title:

      


      


      


      [_________________________]

      as
        Assignee,

       

       

      


      


      


      


      By:
        _______________________ 

       

      
Name:


      Title:

      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


       

      


      A-2

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       

      B-1

       

      EXHIBIT
        B

       

      



       

                                              [FORM
        OF
        GUARANTEE
        AGREEMENT]

       

      


      


      


      


      


      GUARANTEE

       

      


      GUARANTEE, dated as of March 12, 2007, made by U-HAUL

       INTERNATIONAL, INC. (the “Guarantor”), in favor of MERRILL LYNCH COMMERCIAL
        

      FINANCE
        CORP., as lender
        (the “Lender”),
        parties
        to
        the Credit Agreement
        referred
        to
        below.

       

      


      RECITALS

       

      


      Pursuant to the Amended and Restated Credit Agreement, dated as of March 12,

      2007
         (as
         amended,
         supplemented
         or
         otherwise
         modified
         from
         time
         to
         time,
         the
         “Credit

      Agreement”), among U-HAUL SALES & LEASING CO., U-HAUL CO. OF ARIZONA and U-
        

      HAUL
         INTERNATIONAL,
         INC.
         (each,
         a
         “Borrower”
         and
         collectively, the
         “Borrowers”),
         the
        Guarantor and the Lender, the Lender has agreed to make loans to the Borrower upon the terms
        and subject to the conditions set forth therein, such loans to be evidenced by the Note issued by

      the Borrower thereunder.
         The Borrowers are members of an affiliated group of corporations that
        

      includes the Guarantor.
         The Borrowers and the Guarantor are engaged in related businesses, and

      the Guarantor will derive substantial direct and indirect benefit from the making of the loans.
         It

      is a condition precedent to the obligation of the Lender to make the loans to the Borrowers under

      the Credit Agreement that the Guarantor hereto shall have executed and delivered this Guarantee

      to
        the
        Lender.

      


      NOW, THEREFORE, in consideration of the premises and to induce the Lender

      to
         enter
         into
         the
         Credit
         Agreement
         and
         make
         the
         loans
         to
         the
         Borrowers,
         under
         the
         Credit

      Agreement,
        the
        Guarantor
        hereby agrees
        with
        the Lender as follows:

      


       1.
Defined
        terms.

      


      (a)
         Unless otherwise defined herein, terms defined in the Credit Agreement 

      and
        used
        herein
        shall
have
        the
        meanings
        given to them in
        the
        Credit
        Agreement.

       

      


      (b) The
         words
         “hereof,”
         “herein”
         and
         “hereunder”
         and
         words
         of
         similar
         import

       when used in this Guarantee shall refer to this Guarantee as a whole and not to any particular

      provision of this Guarantee, and section and paragraph references are to this Guarantee unless
        

      otherwise specified.

      


      (c)
         The
         meanings
         given
         to
         terms
         defined
         herein
         shall
         be
         equally
         applicable
         

      to
        both
        the singular and plural forms
        of such
        terms.

      


      2.
        Guarantee.

      


      


      


      


      


       

      


       

      



       

      


      B-8

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       

      (a)
         The Guarantor hereby, unconditionally and irrevocably, guarantees to the Lender and

      its respective successors, indorsees, transferees and assigns, the prompt and complete payment
        

      and performance by each of U-Haul Sales & Leading Co. and U-Haul Co. of Arizona (each, an

      “Affiliate
         Borrower”
         and
         collectively,
         the
         “Affiliate
         Borrowers”)
         of
         its
         obligations
         under
         the

      Loan
        Documents,
        whether at stated
        maturity,
        by acceleration or
        otherwise.

      


      (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the

      maximum liability of the Guarantor hereunder and under the other Loan Documents shall in no
        

      vent exceed the amount which can be guaranteed by the Guarantor under applicable federal and
        

      tate
        laws
relating
        to
        the insolvency
        of debtors.

      


      (c)
         The
         Guarantor
         further
         agrees
         to
         pay
         any
         and
         all
         expenses
         (including,
         without
        

      limitation,
        all fees and disbursements
        of
        counsel) which may be paid or
        incurred by the Lender in 

      enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting,

      any or all of
        the Obligations and/or enforcing any rights with respect to, or collecting against, the

       Guarantor under this Guarantee.
         This Guarantee shall remain in full force and effect until the

       Obligations are paid in full and the Commitments are terminated, notwithstanding that from time

      to time prior thereto the Affiliate Borrowers, individually or collectively, may be free from any

      Obligations.

      


      (d) The
         Guarantor
         agrees
         that
         the
         Obligations
         may
         at
         any
         time
         and
         from
         time
         to
         time

      exceed the amount of the liability of the Guarantor hereunder without impairing this Guarantee

      or
        affecting the rights and remedies
        of
        the Lender hereunder.

      


      (e)
         No payment or payments made by any Borrower, the Guarantor, any other guarantor

      or any other Person or received or collected by the Lender from any Borrower, the Guarantor,

      any other guarantor or any other Person by virtue of any action or proceeding or any set-off or
        

      appropriation or application at any time or from
        time to time in reduction of or in payment of the
        

      Obligations
         shall
         be
         deemed
         to
         modify,
         reduce,
         release
         or
         otherwise
         affect
         the
         liability
         of
         the
        

      Guarantor
         hereunder
         which
         shall,
         notwithstanding
         any
         such
         payment
         or
         payments
         other
         than
        payments made by the Guarantor in respect of the Obligations or payments received or collected
        

      from
         the
         Guarantor
         in
         respect
         of
         the
         Obligations,
         remain
         liable
         for
         the
         Obligations
         up
         to
         the
        

      maximum
         liability
         of
         the
         Guarantor
         hereunder
         until
         the
         Obligations
         are
         paid
         in
         full
         and
         the
        

      Commitments
        are
        terminated.

       

      


      (f)
        The Guarantor agrees that whenever, at any time, or from time to time, it shall make
        

      any
         payment
         to
         the
         Lender
         on
         account
         of
         its
         liability
         hereunder,
         it
         will
         notify
         the
         Lender
         in
        

      writing
        that such payment
        is
made under
        this Guarantee for such purpose.

       

      


      3.
        Right
        of
        Set-off.
         The Guarantor hereby irrevocably authorizes the Lender at any time

      and from time to time without notice to the Guarantor, any such notice being expressly waived

      by the Guarantor, to set-off and appropriate and apply any and all deposits (general or special,
        

      time
         or
         demand,
         provisional
         or
         final),
         in
         any
         currency,
         and
         any
         other
         credits,
         indebtedness
         or

      claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured

      or unmatured, at any time held or owing by the Lender to or for the credit or the account of the

      Guarantor, or any part thereof in such amounts as the Lender may elect, against and on account

      of the obligations and liabilities of the Guarantor to the Lender hereunder and claims of every

       

      


      


      


      


      B-2

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       

             nature
 and
         description
         of
         the
         Lender
         against
         the
         Guarantor,
         in
         any
         currency,
         whether
         arising
        

             
 hereunder,
 under
         the
         Credit
         Agreement,
         the
         Note,
         any
         Loan
         Documents
         or
         otherwise,
         as
         the

             Lender may elect, whether or not the Lender has made any demand for payment and although

             such obligations, liabilities and claims may be contingent or unmatured.
         The Lender shall notify

             the Guarantor promptly of any such set-off and the application made by the Lender, provided

             that the failure to give such notice shall not affect the validity of such set-off and application.
        

             The
 rights
         of
         the
         Lender
         a
         under
         this
         Section
         are
         in
         addition
         to
         other
         rights
         and
         remedies

             (including,
        without
        limitation,
        other rights of set-off) which the Lender may have.

      


      4.
        No
         Subrogation.
         Notwithstanding any payment or payments made by the Guarantor

       hereunder or any set-off or application of funds of the Guarantor by the Lender, the Guarantor
        

      shall
         not
         be
         entitled
         to
         be
         subrogated
         to
         any
         of
         the
         rights
         of
         the
         Lender
         against
         the
         Affiliate

       Borrowers or any other guarantor or any collateral security or guarantee or right of offset held by
        

      any Lender for the payment of the Obligations, nor shall
        the
        Guarantor seek
        or
be entitled to seek
        

      any contribution or reimbursement from the Affiliate
        Borrowers or any
        other guarantor in
        respect

      of
         payments
         made
         by
         the
         Guarantor
         hereunder,
         until
         all
         amounts
         owing
         to
         the
         Lender
         by
         the
        

      Affiliate
         Borrowers
         on
         account
         of
         the
         Obligations
         are
         paid
         in
         full
         and
         the
         Commitments
         are
        

      terminated.
        If any amount
        shall be paid to the
        Guarantor on account of such subrogation rights at

       any time when all of the Obligations shall not have been paid in full, such amount shall be held

      by the Guarantor in trust for the Lender, segregated from other funds of the Guarantor, and shall,

      forthwith upon receipt by the Guarantor, be turned over to the Lender in the exact form received

      by
         the
         Guarantor
         (duly
         indorsed
         by
         the
         Guarantor
         to
         the
         Lender,
         if
         required),
         to
         be
         applied
        

      against
         the
         Obligations,
         whether
         matured
         or
         unmatured,
         in
         such
         order
         as
         the
         Lender
         may
        determine.

      


      5.
        Amendments,
        etc.
        with
        respect to
        the
        Obligations; Waiver
        of
        Rights.
         The Guarantor

      shall remain obligated hereunder notwithstanding that, without any reservation of rights against

      the Guarantor and without notice to or further assent by the Guarantor, any demand for payment

      of any of the Obligations made by the Lender may be rescinded by such party and any of the
        Obligations 

      continued,
        and the Obligations,
        or the liability of any other party upon or for any part thereof,
         or
         any
         

      collateral
         security
         or
         guarantee
         therefor
         or
         right
         of
         offset
         with
         respect
         thereto,
        may,
         from
         time
         

      to
         time,
         in
         whole
         or
         in
         part,
         be
         renewed,
         extended,
         amended,
         modified,
        accelerated,  compromised,
         

      waived,
         surrendered
         or
         released
         by
         the
         Lender,
         and
         the
         Credit
        Agreement,
         the
         Note
         and
         the
         

      other
         Loan
         Documents
         and
         any
         other
         documents
         executed
         and
        delivered  in
         connection
         

      therewith
         may
         be
         amended,
         modified,
         supplemented
         or
         terminated,
         in
        whole
 or
         in
         part,
         as
         

      the
         Lender
         may
         deem
         advisable
         from
         time
         to
         time,
         and
         any
         collateral
        security,  guarantee
         or
         

      right
         of
         offset
         at
         any
         time
         held
         by
         the
         Lender
         for
         the
         payment
         of
         the
        Obligations may be sold, 

      exchanged, waived, surrendered or released.
         The Lender shall not have
        any obligation to protect,

      secure, perfect or insure any Lien at any time held by it as security forthe Obligations or for this 

      Guarantee or any property subject thereto.
         When making any demand
        hereunder against the 

      Guarantor, the Lender may, but shall be under no obligation to, make a
        similar demand on the 

      Affiliate Borrowers or any other guarantor, and any failure by the Lender

      to make any such demand or to collect any payments from the Affiliate Borrowers or any such

      other guarantor or any release of an Affiliate Borrower or such other guarantor shall not relieve

      the Guarantor of its obligations or liabilities hereunder, and shall not impair or affect the rights

      and remedies, express or implied, or as a matter of law, of the Lender against the Guarantor.
         For

      


      


      


       

      


      B-3

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       

            the
 purposes
         hereof
         “demand”
         shall
         include
         the
         commencement
         and
         continuance
         of
         any

               
        legal
        proceedings.

      


      6.
        Guarantee
         Absolute
         and
         Unconditional.
         The Guarantor waives any and all notice of

      the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of

      reliance by the Lender upon this Guarantee or acceptance of this Guarantee, the Obligations, and
        

      any
         of
         them,
         shall
         conclusively
         be
         deemed
         to
         have
         been
         created,
         contracted
         or
         incurred,
         or
        

      renewed,
         extended,
         amended
         or
         waived,
         in
         reliance
         upon
         this
         Guarantee;
         and
         all
         dealings
        

      between
         the
         Affiliate
         Borrowers
         and
         the
         Guarantor,
         on
         the
         one
         hand,
         and
         the
         Lender
         and
         the
        Affiliate Borrowers, on the other hand, likewise shall be conclusively presumed to have been had

      or consummated in reliance upon this Guarantee.
         The Guarantor waives diligence, presentment,
        

      protest,
         demand
         for
         payment
         and
         notice
         of
         default
         or
         nonpayment
         to
         or
         upon
         the
         Affiliate
        

      Borrowers
         or
         the
         Guarantor
         with
         respect
         to
         the
         Obligations.
         The
         Guarantor
         understands
         and
        

      agrees
         that
         this
         Guarantee
         shall
         be
         construed
         as
         a
         continuing,
         absolute
         and
         unconditional
        guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit
        Agreement, the Note or any other Loan Document, any of the Obligations or any other collateral

      security therefor or guarantee or right of offset with respect thereto at any time or from time to
        

      time
         held
         by
         the
         Lender,
         (b)
         any
         defense,
         set-off
         or
         counterclaim
         (other
         than
         a
         defense
         of
        payment of performance) which may at any time be available to or be asserted by the Affiliate
        Borrowers against the Lender, or (c) any other circumstance whatsoever (with or without notice

      to
         or
         knowledge
         of
         any
         Affiliate
         Borrower
         or
         the
         Guarantor)
         which
         constitutes,
         or
         might
         be
        

      construed
         to
         constitute,
         an
         equitable
         or
         legal
         discharge
         of
         any
         Affiliate
         Borrower
         for
         the
        Obligations, or of the Guarantor under this Guarantee, in bankruptcy or in any other instance.
        

      When
         pursuing
         its
         rights
         and
         remedies
         hereunder
         against
         the
         Guarantor,
         the
         Lender
         may,
         but
        

      shall
         be
         under
         no
         obligation
         to,
         pursue
         such
         rights
         and
         remedies
         as
         it
         may
         have
         against
         any
        

      Affiliate
         Borrower
         or
         any
         other
         Person
         or
         against
         any
         collateral
         security
         or
         guarantee
         for
         the
        Obligations or any right of offset with respect thereto, and any failure by the Lender to pursue
        

      such other rights or remedies or to collect any
        payments from any Affiliate Borrower or any such
        other Person or to realize upon any such collateral security or guarantee or to exercise any such
        right of offset, or any release of any Affiliate Borrower or any such other Person or any such
        

      collateral
         security,
         guarantee
         or
         right
         of
         offset, shall
         not
         relieve
         the
         Guarantor
         of
         any
         liability
        

      hereunder,
         and
         shall
         not
         impair
         or
         affect
         the
         rights
         and
         remedies,
         whether
         express,
         implied
         or
        

      available as a matter of law, of the Lender against
        the Guarantor.
         This Guarantee shall remain in
        full force and effect and be binding in accordance with and to the extent of its terms upon the
        Guarantor and the successors and assigns thereof, and shall inure to be benefit of the Lender, and

      its
         respective
         successors,
         indorsees,
         transferees
         and
         assigns,
         until
         all
         the
         Obligations
         and
         the
        obligations of the Guarantor under this Guarantee shall have been satisfied by payment in full
        

      and
         the
         Commitments
         shall
         be
         terminated,
         notwithstanding
         that
         from
         time
         to
         time
         during
         the
        term of the Credit Agreement the Affiliate Borrowers, individually or collectively, may be free
        

      from any
        Obligations.

      


      7.
        Reinstatement.
         This Guarantee shall continue to be effective, or be reinstated, as the

       case may be, if at any time payment, or any part thereof, of any of the Obligations is rescinded or
        

      must
         otherwise
         be
         restored
         or
         returned
         by
         the
         Lender
         upon
         the
         insolvency,
         bankruptcy,

       dissolution, liquidation or reorganization of any Affiliate Borrower or the Guarantor, or upon or

      as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar

      


      


      


       

      


      B-4

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       

          officer
         for,
         any
         Affiliate
         Borrower
         or
         the
         Guarantor
         or
         any
         substantial
         part
         of
         its
         property,
         

          or
        otherwise, all as though such payments
        had
        not been made.

      


      8.
        Not
         Affected
         by
         Bankruptcy. Notwithstanding
         any
         modification,
         discharge
         or

       extension of the Obligations or any amendment, modification, stay or cure of the Lender's rights

      which may occur in any bankruptcy or reorganization case or proceeding against any Affiliate
        Borrower, whether permanent or temporary, and whether or not assented to by the Lender, the

      Guarantor hereby agrees that it shall be obligated hereunder to pay and perform the Obligations
        

      and
         discharge
         their
         other
         obligations
         in
         accordance
         with
         the
         terms
         of
         the
         Obligations
         and
         the
        

      terms
         of
         this
         Guarantee.
         The
         Guarantor
         understands
         and
         acknowledges
         that,
         by
         virtue
         of
         this

       Guarantee, it has specifically assumed any and all risks of a bankruptcy or reorganization case or
        

      proceeding
         with
         respect
         to
         any
         or
         all
         Affiliate
         Borrowers. Without
         in
         any
         way
         limiting
         the

       generality of the foregoing, any subsequent modification of the Obligations in any reorganization

      case concerning any Affiliate Borrower shall not affect the obligation of the Guarantor to pay
        

      and
        perform the Obligations in accordance
        with
        the original
        terms
        thereof.

      


      9.
        Payments.
         The Guarantor hereby guarantees that payments hereunder will be paid to

      the Lender without set-off or counterclaim
        in U.S. Dollars at the office of the Lender specified in

      Section
        9.02 of the Credit Agreement.

      


      10.
        Notices.
        All
        notices, requests and demands
        to or
        upon
        the Lender, or the Guarantor to

      be
         effective
         shall
         be
         in
         writing
         (or
         by
         telex,
         fax
         or
         similar
         electronic
         transfer
         confirmed
         in
        writing) and shall be deemed to have been duly given or made (1) when delivered by hand or (2)

      if given by mail, when deposited in the mails by certified mail, return receipt requested, or (3) if

      by telex, fax or similar electronic transfer, when sent and receipt has been confirmed, addressed

      as
        follows:

      


      (a)
         if
         to
         the
         Lender,
         at
         its
         address
         or
         transmission
         number
         for
         notices
         provided
         in

      Section
        12.01 of the Credit Agreement;
        and

      


      (b) if to the Guarantor, at its address or transmission number for notices set forth under

      its
        signature
        below.

       

            The Lender and the Guarantor may change its address and transmission numbers
        for
        notices 

            by
        notice in the manner
        provided in this Section.

      


      11.
        Severability.
         Any provision of this Guarantee which is prohibited
        or unenforceable in

       any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or

      unenforceability without invalidating the remaining provisions hereof, and any such prohibition

      or unenforceability in any jurisdiction shall not invalidate or
        render unenforceable such provision

      in
        any
        other jurisdiction.

      


      12.
        Integration.
         This Guarantee represents the agreement of
        the Guarantor
        with respect to

      the subject matter hereof and there are no promises or representations by the Lender relative to
        

      the
        subject matter
        hereof not reflected herein.

      


      13.
        Amendments
        in
Writing;
        No Waiver; Cumulative Remedies.

      


      


      


       

      


      B-5

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       

      (a)
         None
         of
         the
         terms
         or
         provisions
         of
         this
         Guarantee
         may
         be
         waived,
         amended,

       supplemented or otherwise modified except by a written instrument executed by the Guarantor

      and the Lender, provided that any provision of this Guarantee may be waived by the Lender in a
        

      letter
        or
        agreement
        executed by the Lender
        or
        by telex
        or
        facsimile
        transmission
        from the
        Lender.

      


      (b) The Lender shall not by any act (except by a written instrument pursuant to Section

      18(a) hereof), delay, indulgence, omission or otherwise be deemed to have waived any right or

      remedy hereunder or to have acquiesced in any default or Event of Default or in any breach of
        

      any of the terms and conditions hereof.
         No failure to exercise, nor any delay in exercising, on

      the part of the Lender, any right, power or privilege hereunder shall operate as a waiver thereof.

      No single or partial exercise of any right, power or privilege hereunder shall preclude any other

      or further exercise thereof or the exercise of any other right, power or privilege.
         A waiver by the
        Lender of any right or remedy hereunder on any one occasion shall not be construed as a bar to
        

      any
        right
        or remedy
        which
        the
        Lender would
        otherwise have on any future occasion.

      


      The rights and remedies herein provided are cumulative, may be exercised singly

      or
        concurrently and are not exclusive of any
        other
        rights or remedies
        provided by law.

      


      14.
        Section
         Headings.
         The section headings used in this Guarantee are for convenience

      of reference only and are not to affect the construction hereof or be taken into consideration in
        

      the
        interpretation hereof.

      


      15.
        Successors
         and
         Assigns.
         This
         Guarantee
         shall
         be
         binding
         upon
         the
         successors
         and
        

      assigns
         of
         the
         Guarantor
         and
         shall
         inure
         to
         the
         benefit
         of
         the
         Lender
         and
         its
         successors

        and
        assigns.

      


      16.
        GOVERNING
         LAW. THIS
         GUARANTEE
         SHALL
         BE
         GOVERNED
         BY,
         AND

       CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE
        

      OF
        NEW
        YORK.

      


      17.
        Submission
         To
         Jurisdiction;
         Waivers. The
         Guarantor
         hereby
         irrevocably
         and
        unconditionally:

       

      


      (a)
         submits
         for
         itself
         and
         its
         property in
         any
         legal
         action or
         proceeding relating to this
        

      Guarantee
         and
         the
         other
         Loan
         Documents
         to
         which
         it
         is
         a
         party,
         or
         for
         recognition
         and
        

      enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of the
        

      courts of the State of New York, the courts of the
         United States
         of
         America
         for
         the
         Southern
        

      District
        of New York, and appellate
        courts from any
        thereof;

      


      (b) consents
        that any such action or proceeding
        may
        be
        brought in such courts and waives

       any objection that it may now or hereafter have to the venue of any such action or proceeding in

      any such court or that such action or proceeding was brought in an inconvenient court and agrees
        

      not
        to
        plead or claim the
        same;

      


      (c)
         agrees that service of process in any such action or proceeding may be effected by

       mailing a copy thereof by registered or certified mail (or any substantially similar form of mail),
        

      postage
         prepaid,
         to
         the
         Guarantor
         at
         its
         address
         set
         forth
         under
         its
         signature
         below
         or
         at
         such
        

      other
        address of which the Lender shall have
        been
        notified pursuant hereto;

       

      


      


      


      B-6

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       

      (d) agrees
         that
         nothing
         herein
         shall
         affect
         the
         right
         to
         effect
         service
         of
         process
         in
         any
        

      other
        manner
        permitted
        by
        law or shall
        limit
        the
        right
        to
        sue in any other jurisdiction; and

      


      (e)
         waives, to the maximum extent not prohibited by law, any right it may have to claim

      or recover in any legal action or proceeding referred to in this Section any special, exemplary,
        

      punitive
        or
consequential
        damages.

      


      18.
        Acknowledgments.
        The
        Guarantor hereby acknowledges that:

      


      (a)
         it
         has
         been
         advised
         by
         counsel
         in
         the
         negotiation,
         execution
         and
         delivery
         of
         this

      Guarantee
        and the other Loan Documents
        to
        which it is a party;

      


      (b) The Lender has no fiduciary relationship with nor duty to the Guarantor arising out of

      or in connection with this Guarantee or any of the other Loan Documents to which it is a party,
        

      and
         the
         relationship
         between
         the
         Guarantor
         and
         the
         Affiliate
         Borrowers
         on
         the
         one
         hand,
         and
        Guarantor and Lender , on the other hand, in connection herewith or therewith is solely that of
        

      debtor and creditor; and

      


      (c)
         no joint venture is created hereby or by the other Loan Documents or otherwise exists

      by virtue of the transactions contemplated hereby among the Guarantor, the Affiliate Borrowers
        

      and
        the
        Lender.

      


      19.
        WAIVER
         OF
         JURY
         TRIAL. EACH
         GUARANTOR
         HEREBY
         IRREVOCABLY
        

      AND
         UNCONDITIONALLY
         WAIVES
         TRIAL
         BY
         JURY
         IN
         ANY
         LEGAL
         ACTION
         OR

       PROCEEDING RELATING TO THIS GUARANTEE OR ANY OTHER LOAN DOCUMENT

      AND
        FOR
        ANY COUNTERCLAIM
        THEREIN.

      


      


       

      


      [Signature Page Follows]

       

      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      B-7

      



       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      B-1

       

      


              IN WITNESS WHEREOF, each of the undersigned has caused this Guarantee to be duly executed and 

              
delivered by its duly authorized officer as of the day and year first above
        written.

       

      U-HAUL
        INTERNATIONAL,
        INC.
        

       

      By:__________________ 

        Name:
        

        Title:

      


      Address
        for Notices:

      


      2727
        North Central Avenue

      Phoenix,
        Arizona 85004

      Tel: (775)
        688-6300

      Fax: (775)
        688-6338

      


      


      


      


       

      


      Date:
        November __, 2005

      


      


      ACCEPTED
        AND
        AGREED:

      


      


      MERRILL
        LYNCH
        COMMERCIAL
        FINANCE
        CORP.

      


      


      


      


      By: __________________

         Name:
        

         Title:

       

      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      



       

      


      B-8

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       

      EXHIBIT
        C

       

      


      FORM
        OF
        BORROWING
        REQUEST

       

      


      _____________,
        20__

       

      


      Merrill
        Lynch Bank Commercial Finance Corp.

      4
        World
        Financial Center, 10th Floor

      New
        York,
        New York  10080

      Attention:
        [________]

      


      Re: $100,000,000
        Credit Agreement

       

      


      Ladies
        and Gentlemen:

       

      


      The
        undersigned are Responsible Officers of U-Haul
        Leasing & Sales Co.,
        U-Haul Co. of 

      Arizona
        and U-Haul International,
        Inc.
        (collectively,
        the
“Borrowers”),
        and
        are authorized
        to


      execute and deliver
        this Borrowing
        Request on behalf of the Borrowers pursuant to the Amended
        

      and
        Restated Credit Agreement,
        dated as of March 12, 2007 (as amended,
        supplemented
        or

      modified
        from
        time
        to
        time,
        the
“Agreement”),
        among
        the Borrowers, U-Haul International, Inc.,

      as
        Servicer/Manager and
        Guarantor, and
        Merrill
        Lynch
        Commercial
        Finance Corp. Capitalized 

      terms
        not
        otherwise defined herein have the meanings
        ascribed
        thereto in the
        Agreement.
        The


      Borrowers
        hereby request that a Loan be made
        under
        the Agreement
        on
        __________, 20__ in the 

      amount
        of
        $__________. In connection with the foregoing, the undersigned hereby certifies,
        on 

      behalf
        of
        the Borrowers, as follows:

       

      


      (i) Each
        of
        the representations and warranties contained in Article Six

      of
        the
        Agreement
        is
        true and correct in all respects
        on
        and as of the date hereof as though 

      made
        as of
the
        date
        hereof and on the date of
        the
        Loan requested hereby, immediately

      after
        giving
        effect
        to the such Loan.

      


      (ii) No
        Default or Event of Default
        has
        occurred and is occurring. No

      Default,
        Event of Default
        or
        Borrowing Base Deficiency
        will
        exist as a result
        of making
        

      the
        requested Loan.

       

      


      (iii) Attached
        hereto as Schedule
        I is
        a copy of the Borrowing Base 

      Certificate
        calculated as of ______, 20__, together with an accompanying
        Vehicle 

      Schedule.

      


      (iv) Attached
        hereto as Schedule II is
        the confirmation
        of receipt
        of the

      Custodian
        required pursuant to Section
        4.02(b) of the Agreement,
        if
        applicable.

      


      (v) No
        Material Adverse Change has occurred since June 28, 2005.

       

      


      


      


      


      


      


      


      


      


      



       

      


      


      C-1

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       

      The
        information
        supplied in the Schedules hereto
        is
        accurate
        as
        of the dates specified therein.

      


      U-HAUL
        LEASING & SALES CO.

      


      


      
        By: __________________

           Name:
          

           Title:

      

      


      


      U-HAUL
        CO.
        OF
        ARIZONA

      


      


       
        
        By: __________________

           Name:
          

           Title:



      


      U-HAUL
        INTERNATIONAL,
        INC.

      


      


       
        
        By: __________________

           Name:
          

           Title:

      

      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


       

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      



       

      EXHIBIT
        D

       

      


      


      


      


      [FORM
        OF
        BORROWING
        BASE
        CERTIFICATE]

       

      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      



       

      


      


      D-1

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      


      


      Monthly
        Analysis

       

      Aged
        Truck Revolving
        Facility

       

      Borrowing Base
        Analysis

       

      


      


      



      Date: 3/12/2007

       

      Borrowing Base
        Calculation

      

       
      Age        Model
      Type        
Model Year       
      Assigned Value    # of Units          Market
      Value        Advance
      Rate        Borrowing
      Base
      

        
          	
                  14
                    years

                	
                  DC

                	
                  1993

                	
                  $2,500

                	
                  1,121

                	
                  $2,802,500

                	
                  65%

                	
                  $1,821,625

                
	
                   

                  13
                    years

                	
                   

                  DC

                	
                   

                  1994

                	
                   

                  $3,500

                	
                   

                  4,144

                	
                   

                  $14,504,000

                	
                   

                  65%

                	
                   

                  $9,427,600

                
	
                   

                  12
                    years

                	
                   

                  DC

                	
                   

                  1995

                	
                   

                  $4,500

                	
                   

                  1,709

                	
                   

                  $7,690,500

                	
                   

                  65%

                	
                   

                  $4,998,825

                
	
                   

                  11
                    years

                	
                   

                  DC

                	
                   

                  1996

                	
                   

                  $5,000

                	
                   

                  3,644

                	
                   

                  $18,220,000

                	
                   

                  65%

                	
                   

                  $11,843,000

                
	
                   

                  10
                    years

                	
                   

                  DC

                	
                   

                  1997

                	
                   

                  $5,500

                	
                   

                  3,511

                	
                   

                  $19,310,500

                	
                   

                  65%

                	
                   

                  $12,551,825

                
	
                   

                  9 years

                	
                   

                  DC

                	
                   

                  1998

                	
                   

                  $6,000

                	
                   

                  1,802

                	
                   

                  $10,812,000

                	
                   

                  65%

                	
                   

                  $7,027,800

                
	
                   

                  8 years

                	
                   

                  DC

                	
                   

                  1999

                	
                   

                  $6,500

                	
                   

                  2,879

                	
                   

                  $18,713,500

                	
                   

                  65%

                	
                   

                  $12,163,775

                
	
                   

                  13
                    years

                	
                   

                  EL

                	
                   

                  1994

                	
                   

                  $4,500

                	
                   

                  3,446

                	
                   

                  $15,507,000

                	
                   

                  65%

                	
                   

                  $10,079,550

                
	
                   

                  10
                    years

                	
                   

                  EL

                	
                   

                  1997

                	
                   

                  $5,500

                	
                   

                  1,397

                	
                   

                  $7,683,500

                	
                   

                  65%

                	
                   

                  $4,994,275

                
	
                   

                  9 years

                	
                   

                  EL

                	
                   

                  1998

                	
                   

                  $6,500

                	
                   

                  3,858

                	
                   

                  $25,077,000

                	
                   

                  65%

                	
                   

                  $16,300,050

                
	
                   

                  7 years

                	
                   

                  EL

                	
                   

                  2000

                	
                   

                  $9,000

                	
                   

                  551

                	
                   

                  $4,959,000

                	
                   

                  65%

                	
                   

                  $3,223,350

                
	
                   

                  14
                    years

                	
                   

                  GH

                	
                   

                  1993

                	
                   

                  $3,500

                	
                   

                  2,065

                	
                   

                  $7,227,500

                	
                   

                  65%

                	
                   

                  $4,697,875

                
	
                   

                  13
                    years

                	
                   

                  GH

                	
                   

                  1994

                	
                   

                  $4,500

                	
                   

                  252

                	
                   

                  $1,134,000

                	
                   

                  65%

                	
                   

                  $737,100

                
	
                   

                  12
                    years

                	
                   

                  GH

                	
                   

                  1995

                	
                   

                  $5,500

                	
                   

                  1,172

                	
                   

                  $6,446,000

                	
                   

                  65%

                	
                   

                  $4,189,900

                
	
                   

                  8 years

                	
                   

                  GH

                	
                   

                  1999

                	
                   

                  $8,500

                	
                   

                  239

                	
                   

                  $2,031,500

                	
                   

                  65%

                	
                   

                  $1,320,475

                
	
                   

                  7 years

                	
                   

                  GH

                	
                   

                  2000

                	
                   

                  $9,500

                	
                   

                  226

                	
                   

                  $2,147,000

                	
                   

                  65%

                	
                   

                  $1,395,550

                
	
                   

                  7
                    years

                	
                   

                  JH

                	
                   

                  2000

                	
                   

                  $10,750

                	
                   

                  182

                	
                   

                  $1,956,500

                	
                   

                  65%

                	
                   

                  $1,271,725

                
	 	 	 	 	
                   

                        
                    32,198 

                	
                   

                         
                    $166,222,000

                	  	
                   

                               
                    $108,044,300

                


        

      

       

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


       

      EXHIBIT
        E

       

      


      


      


      


      [FORM
        OF
        MONTHLY SETTLEMENT
        REPORT]

       

      


      


      


       

      E-1

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       

      


      


      [ML
        to
        provide revised form of
        report]

       

      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      



       

      


      


      E-2

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       

      EXHIBIT
        F

       

      


      FORM
        OF
        NOTE

      


      NOTE

      


      $100,000,000.00                                             March
        12,
        2007

      


      FOR VALUE RECEIVED, U-Haul Leasing & Sales Co., a Nevada corporation, U-Haul

      Co.
         of
         Arizona,
         an
         Arizona
         corporation
         an
         U-Haul
         International,
         Inc.,
         a
         Nevada
         Corporation

      (collectively, the “Borrowers”), jointly and severally, hereby unconditionally promise to pay to
        

      Merrill
        Lynch Commercial Finance Corp., a Delaware corporation (the “Lender”),
        by
        wire 

      transfer
         to
         such
         location
         or
         account
         in
         the
         United
         States
         as
         the
         Lender
         shall
         specify
         to
         the

      Borrower from time to time, in Federal or other immediately available funds in lawful money of

      the
         United
         States
         the
         principal
         amount
         of
         ONE HUNDRED
         MILLION
         DOLLARS

      ($100,000,000.00)
         or,
         if less,
         the
         aggregate
         unpaid
         principal
         amount
         of
         all
         Loans
         made
         to
         the
        Borrower pursuant to the Agreement (as defined herein) in installments in such amounts and on
        

      such
        dates as are determined
        pursuant to the
        Agreement.

      


      The
         Borrowers,
         jointly
         and
         severally,
         promise
         to
         pay
         interest
         on
         the
         unpaid
         principal

       amount of all Loans made by the Lender hereunder and under the Agreement from time to time

       from the date each
        such Loan is made until payment in
        full thereof, in like money at the rates and

      on
        the
        dates set forth in the Agreement.

      


      To the extent not due prior to such time, the entire unpaid principal balance of this Note,

      together with accrued unpaid interest, shall be due and payable upon the occurrence of an Event

      of
        Default.

      


      The Lender shall (i) record on its books the date and amount of each Loan made by the

      Lender to the Borrower hereunder and (ii) prior to any transfer of this Note (or, at the discretion

      of the Lender, at any other time), endorse such information on the schedule attached hereto 

      or
        any continuation thereof.
         The failure of the Lender to make any such recordation shall not affect

      the
        obligations of the Borrowers under
        this
        Note
        or the Agreement.

       

      


      This Note may be assigned or participated only in accordance with Section 12.04(b) of

      the
         Agreement. Any
         purported
         assignment
         or
         participation
         of
         this
         Note
         in
         violation
         of
         such

      Section
        shall be null and void ab
        initio.

      


      This Note is the Note referred to in and is entitled to the benefits and subject to the terms

      of,
         the
         Amended
         and
         Restated
         Credit
         Agreement,
         dated
         as
         of
         March
         12,
         2007
         (as
         amended,
        supplemented or modified from time to time, the “Agreement”), among the Borrowers, U-Haul
        

      International,
         Inc.,
         as
         Servicer/Manager
         and
         Guarantor,
         and
         the
         Lender. The
         Agreement
        

      contains,
         among
         other
         things,
         provisions
         for
         acceleration
         of
         the
         maturity
         hereof
         upon
         the
        occurrence of certain stated events and also for prepayments on account of the principal hereof
        

      prior
        to
        the maturity
        hereof upon the terms
        and
        conditions specified
        therein.

      


      


      


      


      


      


      



       

      


      


      F-1

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       

      Except
         as
         otherwise
         specified
         in
         the
         Agreement,
         presentment,
         demand,
         protest
         and
         all
        

      other
        notices of any kind are hereby expressly
        waived by the Borrowers.

      


      Capitalized
         terms
         used
         herein
         that
         are
         not
         otherwise
         defined
         shall
         have
         the
         meanings
        

      ascribed
        thereto in the Agreement.

       

      


      THIS
         NOTE
         SHALL
         BE
         CONSTRUED
         IN
         ACCORDANCE
         WITH,
         AND
         BE
        GOVERNED 

      BY,
        THE LAWS OF THE
        STATE OF NEW YORK.

       

      


      


      U-HAUL
        LEASING & SALES CO.,
        

      as
        a
        Borrower

      


      


      


      


      By:  __________________

          Name:
        

          Title:

      


      


      U-HAUL
        CO.
        OF
        ARIZONA,
        

      as
        a
        Borrower

      


      


      


      


      By:  __________________

          Name:
        

          Title:

      


      


      U-HAUL
        INTERNATIONAL,
        INC.
        

      as
        a
        Borrower

      


      


      


      


      By:  __________________

          Name:
        

          Title:

      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


       

      


       

      



       

      


      


      F-2

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       

      SCHEDULE
        TO NOTE

       

      


       

      



      


      Date
        of
        Loan                 
Amount of Loan       
        Date of Payment/Prepayment    Amout of
        Payment/Prepayment   
  Initialed by

       

      __________________    __________________    __________________              
        __________________         
  __________________


      __________________    __________________    __________________              
        __________________         
  __________________


      __________________    __________________    __________________              
        __________________         
  __________________


      
        __________________    __________________    __________________              
          __________________         
  __________________

          __________________    __________________    __________________              
            __________________         
  __________________

            __________________    __________________    __________________              
              __________________         
  __________________

              __________________    __________________    __________________              
                __________________         
  __________________

                __________________    __________________    __________________              
                  __________________         
  __________________

                  __________________    __________________    __________________              
                    __________________         
  __________________

                    __________________    __________________    __________________              
                      __________________         
                        __________________

                      __________________    __________________    __________________              
                        __________________         
                          __________________

                        __________________    __________________    __________________              
                          __________________         
                            __________________

                          __________________    __________________    __________________              
                            __________________         
                              __________________

                            __________________    __________________    __________________              
                              __________________         
                                __________________

                              __________________    __________________    __________________              
                                __________________         
                                  __________________

                                __________________    __________________    __________________              
                                  __________________         
                                   
__________________


                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      


       

      


      



       

      


      


      F-3

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       

      EXHIBIT
        G

       

      


      


      


      


      MARKET VALUE

      


      A. With
        respect to any Vehicle that
        has a
        Truck Age of greater than five
        (5)
        years, its

      “Market
        Value” shall be as follows:

       

      


       

      

        

          
            	
                    Truck
                      Age

                  	
                    Model
                      Type

                  
	
                    (in
                      years)

                  	
                    EL

                  	
                    DC

                  	
                    GH

                  	
                    JH

                  
	
                    5.5

                  	
                    $12,400

                  	 	 	
                    $14,000

                  
	
                    6.0

                  	
                    $10,950

                  	 	 	
                    $13,000

                  
	
                    6.5

                  	
                    $9,500

                  	
                    $7,000

                  	
                    $10,000

                  	
                    $12,000

                  
	
                    7.0

                  	
                    $9,000

                  	
                    $7,000

                  	
                    $9,500

                  	
                    $10,750

                  
	
                    7.5

                  	
                    $8,500

                  	
                    $7,000

                  	
                    $9,000

                  	
                    $9,500

                  
	
                    8.0

                  	
                    $7,750

                  	
                    $6,500

                  	
                    $8,500

                  	
                    $8,750

                  
	
                    8.5

                  	
                    $7,000

                  	
                    $6,000

                  	
                    $8,000

                  	
                    $8,000

                  
	
                    9.0

                  	
                    $6,500

                  	
                    $6,000

                  	
                    $7,500

                  	
                    $7,500

                  
	
                    9.5

                  	
                    $6,000

                  	
                    $6,000

                  	
                    $7,000

                  	
                    $7,000

                  
	
                    10.0

                  	
                    $5,500

                  	
                    $5,500

                  	
                    $7,000

                  	
                    $7,000

                  
	
                    10.5

                  	
                    $5,000

                  	
                    $5,000

                  	
                    $7,000

                  	 
	
                    11.0

                  	
                    $5,000

                  	
                    $5,000

                  	
                    $6,500

                  	 
	
                    11.5

                  	
                    $5,000

                  	
                    $5,000

                  	
                    $6,000

                  	 
	
                    12.0

                  	
                    $5,000

                  	
                    $4,500

                  	
                    $5,500

                  	 
	
                    12.5

                  	
                    $5,000

                  	
                    $4,000

                  	
                    $5,000

                  	 
	
                    13.0

                  	
                    $4,500

                  	
                    $3,500

                  	
                    $4,500

                  	 
	
                    13.5

                  	
                    $4,000

                  	
                    $3,000

                  	
                    $4,000

                  	 
	
                    14.0

                  	
                    $3,500

                  	
                    $2,500

                  	
                    $3,500

                  	 
	
                    14.5

                  	
                    $3,000

                  	
                    $2,000

                  	
                    $3,000

                  	 
	
                    15.0

                  	
                    $2,500

                  	
                    $2,000

                  	
                    $2,500

                  	 
	
                    15.5

                  	
                    $2,000

                  	
                    $2,000

                  	
                    $2,000

                  	 
	
                    16.0

                  	
                    $2,000

                  	
                    $2,000

                  	
                    $2,000

                  	 
	
                    16.5

                  	 	
                    $2,000

                  	
                    $2,000

                  	 


          

        

      

      


      


       

      


            
         B. With
        respect to any Vehicle that has a Truck Age of five (5) years or less, its
        “Market

      Value”
        shall be the Black Book value of such vehicle
        as printed in the most recent

      January
        or July Black Book,
        or
        such other value
        to
        which the Lender and the Borrowers 

      may mutually agree.

       

      


      


      


      


      


      


      


      


      


      



       

      


      


      G-1

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       

      EXHIBIT
        H

       

      


      


      


      


      [RESERVED]

       

      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      



       

      


      


      H-1

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       

      EXHIBIT
        I

       

      


      


      


      


      [Reserved]

       

      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      



       

      


      


      I-1

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       

      EXHIBIT
        J

       

      


      


      


      


      [Reserved]

       

      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      J-1

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       

      EXHIBIT
        K

       

      


      


      


      


      WIRE
        INSTRUCTIONS

       

      


      


      


      


      To
        Lender:

      


      Account
        No. A/C
        62030

      Bank: MLBUSA

      Address: 4
        World
        Financial Center

      New
        York,
        New York 10080

      ABA No.: 124-084-669

      Reference: 020-000-1133
        CFCGABF 

      Re: CoPer
        Id#: 63931

      


      To
        Borrowers:

      


      JP
        Morgan
        Chase

      Phoenix,
        AZ

      ABA#
        1221
        0002 4

      For
        benefit of: U-Haul

      Account
        #
        42 4903

      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


       

      


       

      K-2

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       

      ANNEX
        I

       

      


      


      ELIGIBLE VEHICLE COLLATERAL

       

      


      As
        of any
        date of determination,
        a Vehicle constitutes Eligible Vehicle
        Collateral

      if
        such
        Vehicle meets
        all
        of the requirements
        set
        forth below:

      

 

                  (i) such Vehicle is a motor vehicle comprising part of Borrower’s “U-Move”
        fleet;

      


      (ii) such Vehicle is in good working condition and the Servicer/Manager has

      performed
        all
        maintenance
        on
        such Collateral
        in accordance
        with
        industry standards;

      


      (iii) when
         such
         Vehicle
         is
         pooled
         with
         all
         other
         Vehicles,
         the
         average
         Truck

      Age
        of
        all Vehicles is not
        greater
        than 12 years;

      


      (iv) the
        Truck
Age
        of
        such Vehicle is
        not
        greater than
        14
        years old;

      


      (v) such Vehicle is, when not rented by a consumer in the ordinary course of

      Borrower’s
        business, located
        at
        U-Move
        rental locations
        in
        the
        United
        States;

      


      (vi) the
         Lender
         has
         a
         legal,
         valid
         and
         enforceable
         security
         interest
         in
         such
        

      Vehicle
         and the
         interest
         of
         the
         Lender
         in
         the
         Collateral is perfected under the applicable state
        

      motor
         vehicle
         law,
         prior
         to
         and
         enforceable
         against
         all
         creditors
         of
         and
         purchasers
         from
         the
        

      Borrowers
         and
         all
         other
         Persons
         whatsoever
         (other
         than
         the
         Lender
         and
         its
         successors
         and

       assigns); provided that for a period of 120 days after the date on which such Vehicle is pledged

      to the Lender under the Security Agreement, a Vehicle shall be deemed to satisfy this clause (vi),
        

      notwithstanding
        that the Lien of the Lender is not
        noted
        on the
        related
        Certificate
        of Title;
        and

      


      (vii) within 120 days of the date on which a Vehicle is pledged to the Lender
        

      pursuant
         to
         the
         Security
         Agreement
         (A)
         the
         Certificate
         of
         Title
         for
         such
         Vehicle
         shall
         be
        

      amended
        or
 reissued
        to
 note
        the
Lien
        of
“MERRILL LYNCH COMMERCIAL
         FINANCE

       CORP.” in the manner prescribed in the applicable jurisdiction, (B) if necessary to perfect in any

      jurisdiction, the lien of the Lender shall be identified on a notice of lien or other filing made in

      the appropriate state motor vehicle filing office, and (C) all applicable fees in connection with

      the activities described in the foregoing clauses (A) and (B) shall be paid in full; provided, that
        

      notwithstanding
         clause
         (A),
         with
         respect
         to
         those
         jurisdictions
         that
         have
         a
         twenty-five
         (25)

       character limitation when noting the names of lien holders, such Certificates of Title shall note a

      Lien in favor of “MERRILL LYNCH COM FIN CRP” or such other formulation acceptable to

      the
        Lender.

       

      


      


      


      


      Capitalized
         terms
         used
         herein
         that
         are
         not
         otherwise
         defined
         shall
         have
         the
        meanings
        ascribed 

      thereto
        in
        the Agreement
        to
        which this
        Annex
        I is attached.

      


      


      


      


      


      


      


       

      


       

      



       

      


      


      Annex
        I-1