Schedule 1 Box Truck


    SCHEDULE
      I TO 2007-1 BASE INDENTURE

     

    DEFINITIONS
      LIST

     

    “Account
      Control Agreement”
means
      each of the Box Truck Collection Account Control Agreement and the Box Truck
      Purchase Account Control Agreement.

     

    “Administration
      Agreement”
means
      the Administration Agreement, dated as of the Effective Date, by and among
      UHI,
      as administrator, each Box Truck SPV, USF and the Trustee, as amended, modified
      or supplemented from time to time in accordance with its terms.

     

    “Administrator”
means
      UHI, in its capacity as administrator under the Administration Agreement, or
      any
      successor administrator thereunder.

     

    “Administrator
      Default”
is
      defined in Section
      4.3(a)
      of the
      Administration Agreement.

     

    “Advance
      Rate”
means,
      as of any Determination Date, with respect to any Box Truck, the amount by
      which
      the Base Advance Rate with respect to such Box Truck exceeds the Cumulative
      Advance Rate Reduction as of such Determination Date.

     

    “Advance
      Rate Reduction”
means,
      for any Determination Date, the percentage equivalent of a fraction, the
      numerator of which is equal to the amount of the Partial Amortization Payment,
      if any, made on the Related Payment Date and the denominator of which is equal
      to the Aggregate Assumed Asset Value as of such Determination Date.

     

    “Affiliate”
means,
      with respect to any specified Person, another Person that directly, or
      indirectly through one or more intermediaries, controls or is controlled by
      or
      is under common control with the Person specified. For purposes of this
      definition, “control” means the power to direct the management and policies of a
      Person, directly or indirectly, whether through ownership of voting securities,
      by contract or otherwise; and “controlled” and “controlling” have meanings
      correlative to the foregoing.

     

    “Aggregate
      Asset Amount”
means,
      as of any Determination Date, an amount equal to the sum of (i) the Aggregate
      Assumed Asset Value as of such Determination Date, (ii) all Disposition
      Receivables as of the last day of the Related Monthly Period which were not
      more
      than three (3) days past the applicable Disposition Date and (iii) the amount
      on
      deposit in the Box Truck Purchase Account as of the last day of the Related
      Monthly Period (after giving effect to all withdrawals from the Box Truck
      Purchase Account on such day).

     

    “Aggregate
      Asset Amount Deficiency”
means,
      as of any Determination Date, the amount, if any, by which the Aggregate Note
      Balance on the Related Payment Date (after giving effect to all payments to
      be
      made on such Payment Date) will exceed the Aggregate Asset Amount as of such
      Determination Date.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Aggregate
      Assumed Asset Value”
means,
      as of any Determination Date, the sum of the Assumed Asset Values as of such
      Determination Date for all Funded Box Trucks that were Eligible Box Trucks
      as of
      the last day of the Related Monthly Period.

     

    “Aggregate
      Note Balance”
means,
      with respect to any Series of Notes Outstanding, the amount specified in the
      applicable Series Supplement. 

     

    “AMERCO”
means
      AMERCO, a Nevada corporation, and its permitted successors.

     

    “Annual
      Depreciation Percentage”
means,
      with respect to any number of years, the percentage set forth with respect
      to
      such number of years under the heading “Annual Depreciation” on the Assumed
      Asset Value Schedule.

     

    “Annual
      Noteholders’ Tax Statement”
is
      defined in Section
      4.4
      of the
      2007-1 Base Indenture.

     

    “Applicants”
is
      defined in Section
      2.8
      of the
      2007-1 Base Indenture.

     

    “Assumed
      Asset Value”
means,
      with respect to any Box Truck as of any Determination Date, the excess of (i)
      the Assumed Asset Value of such Box Truck as of the immediately preceding
      Determination Date (or, in the case of the Determination Date in the first
      full
      Monthly Period occurring after the In-Service Date with respect to such Box
      Truck, the Capitalized Cost of such Box Truck) over (ii) the product of (x)
      the
      Annual Depreciation Percentage corresponding to the number of full years from
      the In-Service Date with respect to such Box Truck to such Determination Date,
      (y) the Seasonal Depreciation Percentage for the Related Monthly Period and
      (z)
      the Capitalized Cost of such Box Truck; provided
      that the
      Assumed Asset Value on any Determination Date for any Box Truck that has
      suffered a Casualty on or prior to the last day of the Related Monthly Period
      will be zero.

     

    “Assumed
      Asset Value Schedule”
means
      Exhibit
      C
      to the
      SPV Fleet Owner Agreement setting forth the Annual Depreciation Percentages
      and
      Seasonal Depreciation Percentages with respect to the Box Trucks.

     

    “Authorized
      Officer”
means
      (a) with respect to USF, any Box Truck SPV, RTAC or the Nominee Titleholder,
      any
      Manager, the President, any Vice President, the Secretary, the Treasurer, any
      Assistant Secretary or any Assistant Treasurer of such Person, (b) with respect
      to UHI, the President, any Vice President, the Secretary, the Treasurer, any
      Assistant Secretary, or any Assistant Treasurer of UHI and (c) with respect
      to
      any Financial Insurance Provider, any Managing Director or Vice President
      thereof responsible for the administration of the Notes.

     

    “Bankruptcy
      Code”
means
      The Bankruptcy Reform Act of 1978, as amended from time to time, and as codified
      as 11 U.S.C. Section 101 et seq.

     

    “Base
      Advance Rate”
means,
      with respect to (i) any TM Truck, 82.75%, (ii) any DC Truck, 85.50% and (iii)
      any EL Truck, 79.25%.

     

    “Book-Entry
      Notes”
means
      beneficial interests in the Notes, ownership and transfers of which shall be
      evidenced or made through book entries by a Clearing Agency or a
      Foreign

     

    
      
        
        

      

      
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Clearing
        Agency as described in Section
        2.15
        of the
        2007-1 Base Indenture; provided
        that
        after the occurrence of a condition whereupon book-entry registration and
        transfer are no longer permitted and Definitive Notes are issued to the Note
        Owners, such Definitive Notes shall replace Book-Entry Notes.

    

     

    “Boxes”
is
      defined in Section
      1.1
      of the
      Box Truck Purchase Agreement.

     

    “Box
      Truck”
means
      any TM Truck, DC Truck or EL Truck.

     

    “Box
      Truck Collection Account”
means
      securities account no. 111678001 entitled “U.S. Bank National Association, as
      Trustee under the 2007-1 Base Indenture” maintained by the Box Truck Collection
      Account Securities Intermediary pursuant to the Box Truck Collection Account
      Control Agreement or any successor securities account maintained pursuant to
      the
      Box Truck Collection Account Control Agreement.

     

    “Box
      Truck Collection Account Control Agreement”
means
      the agreement among USF, each Box Truck SPV, U.S. Bank National Association,
      as
      securities intermediary, and the Trustee, dated as of the Effective Date,
      relating to the Box Truck Collection Account, as the same may be amended and
      supplemented from time to time.

     

    “Box
      Truck Collection Account Securities Intermediary”
means
      U.S. Bank National Association or any other securities intermediary that
      maintains the Box Truck Collection Account pursuant to the Box Truck Collection
      Account Control Agreement.

     

    “Box
      Truck Purchase Account”
means
      securities account no. 111678006 entitled “U.S. Bank National Association, as
      Trustee under the Series 2007-1 Base Indenture” maintained by the Box Truck
      Purchase Account Securities Intermediary pursuant to the Box Truck Purchase
      Account Control Agreement or any successor securities account maintained
      pursuant to the Box Truck Purchase Account Control Agreement.

     

    “Box
      Truck Purchase Account Control Agreement”
means
      the agreement among USF, each Box Truck SPV, U.S. Bank National Association,
      as
      securities intermediary, and the Trustee, dated as of the Effective Date,
      relating to the Box Truck Purchase Account, as the same may be amended and
      supplemented from time to time.

     

    “Box
      Truck Purchase Account Securities Intermediary”
means
      U.S. Bank National Association or any other securities intermediary that
      maintains the Box Truck Purchase Account pursuant to the Box Truck Purchase
      Account Control Agreement.

     

    “Box
      Truck Purchase Agreement”
means
      the Purchase Agreement, dated as of the Effective Date, among each Rental
      Company party thereto and each Box Truck SPV, as amended, modified or
      supplemented from time to time.

     

    “Box
      Truck Purchase Order”
is
      defined in Section
      1.1
      of the
      Box Truck Purchase Agreement.

     

    “Box
      Truck SPV”
means
      each of TM Truck SPV, DC Truck SPV and EL Truck SPV.

     

    
      
        
        

      

      
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    “Box
      Truck SPV Collateral”
is
      defined in Section
      3.1(b)
      of the
      2007-1 Base Indenture.

     

    “Box
      Truck SPV Gross Rental Fees”
means,
      with respect to any Box Truck, the gross rental fees paid by customers,
      excluding (a) any sales or transactional tax and (b) the Safemove Fees, in
      each
      case generated by the rental of such Box Truck through the System.

     

    “Box
      Truck SPV Limited Liability Company Agreement”
means,
      with respect to any Box Truck SPV, the Operating Agreement of such Box Truck
      SPV, dated as of June 1, 2007, between USF and the Independent Manager of such
      Box Truck SPV, as amended, modified or supplemented from time to time in
      accordance with its terms.

     

    “Box
      Truck SPV Membership Interests”
means
      all of the issued and outstanding membership interests in each of the Box Truck
      SPVs.

     

    “Box
      Truck SPV Permitted Note Limited Guarantee”
is
      defined in Section
      8.31
      of the
      2007-1 Base Indenture.

     

    “Business
      Day”
means
      any day other than a Saturday, Sunday or other day on which banks are authorized
      or required by law to be closed in New York City, New York, Chicago, Illinois,
      St. Paul, Minnesota or Phoenix, Arizona.

     

    “Calculation
      Date”
means,
      (i) with respect to any calculation of the Six-Month DSCR or the One-Month
      DSCR
      on any Determination Date, the last day of the Related Monthly Period and (ii)
      with respect to any calculation of the Pro Forma DSCR on any Disposition Date,
      such Disposition Date.

     

    “Canadian
      Box Truck”
means
      any Box Truck which has been designated by the Fleet Manager for use in the
      System in Canada.

     

    “Capitalized
      Cost”
means,
      with respect to any Box Truck, the original aggregate price paid for such Box
      Truck, including, without duplication, the Purchase Price of the Purchased
      Assets with respect to such Box Truck and the price paid for all other
      components thereof, by the applicable Box Truck SPV (or, with respect to any
      Box
      Truck contributed on the Effective Date pursuant to the Sale and Contribution
      Agreements, by UHLS) to the entities selling such Box Truck or any component
      thereof to such Box Truck SPV (or, with respect to any Box Truck contributed
      on
      the Effective Date pursuant to the Sale and Contribution Agreements, to UHLS),
      including delivery charges but excluding taxes and any registration or titling
      fees; provided,
      however,
      that
      the Capitalized Cost with respect to any Box Truck shall not exceed the amount
      with respect to such Box Truck set forth on Schedule
      2.6
      to the
      applicable Series Supplement.

     

    “Casualty”
means,
      with respect to any Box Truck as of any date of determination, that (i) such
      Box
      Truck is destroyed, seized, confiscated or otherwise rendered permanently unfit
      or unavailable for use as of such date, (ii) such Box Truck has otherwise been
      missing for one hundred eighty (180) days or more or (iii) if the Six-Month
      DSCR, if any, as of the most recent Determination Date is less than 1.3, such
      Box Truck has otherwise been missing for sixty (60) days or more.

     

    “Cede”
means
      Cede & Co., a nominee of DTC.

     

    
      
        
        

      

      
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    “Certificate
      of Title”
means,
      with respect to each Box Truck, the certificate of title applicable to such
      Box
      Truck duly issued in accordance with the certificate of title act or other
      similar law of the jurisdiction applicable to such Box Truck.

     

    “Class”
means,
      with respect to any Series of Notes, any one of the classes of Notes of that
      Series as specified in the applicable Series Supplement.

     

    “Clearing
      Agency”
means
      an organization registered as a “clearing agency” pursuant to Section 17A of the
      Exchange Act or any successor provision thereto.

     

    “Clearing
      Agency Participant”
means
      a
      broker, dealer, bank, other financial institution or other Person for whom
      from
      time to time a Clearing Agency effects book-entry transfers and pledges of
      securities deposited with the Clearing Agency.

     

    “Clearstream”
means
      Clearstream Banking, société anonyme.

     

    “Closing
      Date”
means,
      with respect to any Series of Notes, the date of issuance of such Series of
      Notes, as specified in the applicable Series Supplement.

     

    “Code”
means
      the Internal Revenue Code of 1986, as amended, reformed or otherwise modified
      from time to time, and any successor statute of similar import, in each case
      as
      in effect from time to time. References to sections of the Code also refer
      to
      any successor sections.

     

    “Collateral”
means,
      collectively, the USF Collateral and the Box Truck SPV Collateral.

     

    “Collateral
      Agreements”
means
      the SPV Fleet Owner Agreement, each Box Truck SPV Limited Liability Company
      Agreement, the Administration Agreement, the Box Truck Purchase Agreement,
      the
      Nominee Titleholder Agreement, each Sale and Contribution Agreement, any Hedge
      Agreement and any Enhancement Agreement (other than the Policy) and any other
      agreement, document or instrument relating to the formation, business,
      operations or administration of any Box Truck SPV.

     

    “Collections”
means
      the Proceeds of the Collateral, including the following: (i) all payments under
      the SPV Fleet Owner Agreement, including, all Weekly Fleet Owner Payments,
      Monthly Fleet Owner Payments and Monthly Advances, (ii) all Disposition
      Proceeds, and all warranty payments and the proceeds of damage claims, which
      the
      Fleet Manager is required to deposit into the Box Truck Collection Account,
      whether such payments are in the form of cash, checks, wire transfers or other
      forms of payment and (iii) all Investment Income.

     

    “Commonly
      Controlled Entity”
means
      an entity, whether or not incorporated, that is under common control with any
      Issuer within the meaning of Section 4001 of ERISA or is part of a group that
      includes any Issuer and that is treated as a single employer under Section
      414
      of the Code.

     

    “Company
      Order”
and
      “Company
      Request”
means
      a
      written order or request signed in the name of each Issuer by any one of its
      Authorized Officers and delivered to the Trustee.

     

    
      
        
        

      

      
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    “Contingent
      Obligation”,
      as
      applied to any Person, means any direct or indirect liability, contingent or
      otherwise, of that Person (a) with respect to any indebtedness, lease, dividend,
      letter of credit or other obligation of another if the primary purpose or intent
      thereof by the Person incurring the Contingent Obligation is to provide
      assurance to the obligee of such obligation of another that such obligation
      of
      another will be paid or discharged, or that any agreements relating thereto
      will
      be complied with, or that the holders of such obligation will be protected
      (in
      whole or in part) against loss in respect thereof or (b) under any letter of
      credit issued for the account of that Person or for which that Person is
      otherwise liable for reimbursement thereof. Contingent Obligation shall include
      (a) the direct or indirect guarantee, endorsement (otherwise than for collection
      or deposit in the ordinary course of business), co-making, discounting with
      recourse or sale with recourse by such Person of the obligation of another
      and
      (b) any liability of such Person for the obligations of another through any
      agreement (contingent or otherwise) (i) to purchase, repurchase or otherwise
      acquire such obligation or any security therefor, or to provide funds for the
      payment or discharge of such obligation (whether in the form of loans, advances,
      stock purchases, capital contributions or otherwise), (ii) to maintain the
      solvency of any balance sheet item, level of income or financial condition
      of
      another or (iii) to make take-or-pay or similar payments if required regardless
      of non-performance by any other party or parties to an agreement, if in the
      case
      of any agreement described under subclause
      (i)
      or
(ii)
      of this
      sentence the primary purpose or intent thereof is as described in the preceding
      sentence. The amount of any Contingent Obligation shall be equal to the amount
      of the obligation so guaranteed or otherwise supported.

     

    “Contractual
      Obligation”
means,
      with respect to any Person, any provision of any security issued by that Person
      or of any indenture, mortgage, deed of trust, contract, undertaking, agreement
      or other instrument to which that Person is a party or by which it or any of
      its
      properties is bound or to which it or any of its properties is
      subject.

     

    “Controlled
      Group”
means,
      with respect to any Person, such Person, whether or not incorporated, and any
      corporation, trade or business that is, along with such Person, a member of
      a
      controlled group of corporations or a controlled group of trades or businesses
      as described in Sections 414(b) and (c), respectively, of the Code.

     

    “Controlling
      Party”
is
      defined, with respect to any Series of Notes, in the applicable Series
      Supplement.

     

    “Corporate
      Trust Office”
means
      the office of the Trustee at which at any particular time the Trustee’s
      obligations under the Indenture shall be administered, which office at the
      date
      of the execution of the 2007-1 Base Indenture is located at 209 South LaSalle
      Street, 3rd
      Floor,
      Chicago, Illinois 60604-1219, Attention: U-Haul 2007-1, or at any other time
      at
      such other address as the Trustee may designate from time to time by notice
      to
      the Noteholders, any Financial Insurance Provider and the Issuers.

     

    “Cumulative
      Advance Rate Reduction”
means,
      as of any Determination Date, the sum of the Advance Rate Reductions for all
      prior Determination Dates.

     

    “DC
      Truck”
means
      a
      model year 2007 or model year 2008 fourteen-foot box truck owned by DC Truck
      SPV.

     

    
      
        
        

      

      
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    “DC
      Truck SPV”
means
      2007 DC-1, LLC, a Nevada limited liability company, and its permitted
      successors.

     

    “Dealer
      Agreement”
means
      each contract between a Rental Company and an independently-owned Rental Dealer
      pursuant to which the Rental Company agrees to make trucks, trailers and other
      rental equipment available to such Rental Dealer and the Rental Dealer agrees
      to
      act as agent of the Rental Company and make such rental equipment available
      to
      rental customers.

     

    “Default”
means
      any occurrence or event which, with the giving of notice, the passage of time
      or
      both, would constitute an Event of Default.

     

    “Definitions
      List”
means
      this Definitions List, as amended or modified from time to time.

     

    “Definitive
      Notes”
is
      defined in Section
      2.15
      of the
      2007-1 Base Indenture.

     

    “Depository”
is
      defined in Section
      2.15(a)
      of the
      2007-1 Base Indenture.

     

    “Determination
      Date”
means,
      with respect to any Payment Date, the Monthly Fleet Owner Payment Date
      immediately preceding such Payment Date.

     

    “Discounted
      Aggregate Asset Amount”
means,
      as of any Determination Date, the sum of (i) the sum of the Discounted Asset
      Values as of such Determination Date for all Funded Box Trucks that were
      Eligible Box Trucks as of the last day of the Related Monthly Period, (ii)
      all
      Disposition Receivables as of the last day of the Related Monthly Period which
      were not more than three (3) days past the applicable Disposition Date and
      (iii)
      the amount on deposit in the Box Truck Purchase Account as of the last day
      of
      the Related Monthly Period (after giving effect to all withdrawals from the
      Box
      Truck Purchase Account on such day).

     

    “Discounted
      Asset Value”
means,
      with respect to any Box Truck as of any Determination Date, the product of
      (i)
      the Advance Rate for such Box Truck as of such Determination Date and (ii)
      the
      Assumed Asset Value of such Box Truck as of such Determination
      Date.

     

    “Disposition
      Date”
means,
      with respect to a Box Truck, the date on which such Box Truck is sold or
      otherwise disposed of by or on behalf of the applicable Box Truck
      SPV.

     

    “Disposition
      Proceeds”
means
      the proceeds, net of any direct selling expenses and any accrued and unpaid
      Operating Expenses relating to such Box Truck, from the sale or disposition
      of a
      Box Truck.

     

    “Disposition
      Receivables”
means
      all amounts receivable by a Box Truck SPV or the Fleet Manager, on behalf of
      a
      Box Truck SPV, in connection with the auction, sale or other disposition of
      a
      Box Truck.

     

    “Dollar”
and
      the
      symbol “$”
mean
      the lawful currency of the United States.

     

    “DSCR
      Interest Amount”
means,
      as of any Determination Date, the product of (i) one-twelfth of the Note Rate
      (or, in the case of the initial Determination Date following the
      Effective

     

    
      
        
        

      

      
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Date,
        the
        product of (1) one-twelfth of the Note Rate and (2) one plus
        a
        fraction, the numerator of which is 24 and the denominator of which is 30),
        and
        (ii) the sum of (x) the excess of (A) for all Box Trucks that were subject
        to
        the SPV Fleet Owner Agreement as of the Calculation Date, the aggregate
        Discounted Asset Value of such Box Trucks as of the immediately preceding
        Determination Date (or, in the case of the initial Determination Date, as
        of the
        Effective Date or, in the case of any Box Truck that became a Funded Box
        Truck
        after the Effective Date but prior to the initial Determination Date, as
        of the
        applicable Subsequent Funding Date) over (B) the amount of any Partial
        Amortization Payment made on the immediately preceding Payment Date and (y)
        any
        Targeted Note Balance Shortfall as of the immediately preceding Determination
        Date (which, for the purposes of the initial Determination Date, shall equal
        zero).

    

     

    “DSCR
      Premium”
means,
      as of any Determination Date, the product of (i) one-twelfth of the Premium
      Rate
      with respect to the Notes as of the immediately preceding Determination Date
      (or, in the case of the initial Determination Date following the Effective
      Date,
      the product of (1) one-twelfth of such Premium Rate in connection with any
      Financial Insurance Policy with respect to the Notes as of the Effective Date
      and (2) one plus
      a
      fraction, the numerator of which is 24 and the denominator of which is 30)
      and
      (ii) the sum of (x) the excess of (A) for all Box Trucks that were subject
      to
      the SPV Fleet Owner Agreement as of the Calculation Date, the aggregate
      Discounted Asset Value of such Box Trucks as of the immediately preceding
      Determination Date (or, in the case of the initial Determination Date, as of
      the
      Effective Date or, in the case of any Box Truck that became a Funded Box Truck
      after the Effective Date but prior to the initial Determination Date, as of
      the
      applicable Subsequent Funding Date) over (B) the amount of any Partial
      Amortization Payment made on the immediately preceding Payment Date and (y)
      any
      Targeted Note Balance Shortfall as of the immediately preceding Determination
      Date (which, for the purposes of the initial Determination Date, shall equal
      zero).

     

    “DSCR
      Targeted Principal Amount”
means,
      as of any Determination Date, the sum, for all Box Trucks that were subject
      to
      the SPV Fleet Owner Agreement as of the Calculation Date, of the amount, if
      any,
      by which (i) the aggregate Discounted Asset Value of such Box Trucks as of
      the
      immediately preceding Determination Date (or, in the case of the initial
      Determination Date, as of the Effective Date or, in the case of any Box Truck
      that became a Funded Box Truck after the Effective Date but prior to the initial
      Determination Date, as of the applicable Subsequent Funding Date) exceeds (ii)
      the sum of (x) the aggregate Discounted Asset Value of such Box Trucks as of
      such Determination Date and (y) the amount of any Partial Amortization Payment
      made on the immediately preceding Payment Date.

     

    “DTC”
means
      The Depository Trust Company.

     

    “EDSF
      Rate”
means,
      as of any date of determination, the bond equivalent rate derived from the
      Eurodollar Synthetic Forward Curve appearing on Bloomberg page EDSF (or any
      successor service), adjusted for a 30/360 day count convention.

     

    “Effective
      Date”
means
      June 1, 2007.

     

    “EL
      Truck”
means
      a
      model year 2007 or model year 2008 seventeen-foot box truck owned by EL Truck
      SPV.

     

    
      
        
        

      

      
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    “EL
      Truck SPV”
means
      2007 EL-1, LLC, a Nevada limited liability company, and its permitted
      successors.

     

    “Eligible
      Box Truck”
means,
      as of any date of determination, a Box Truck (i) that is owned by a Box Truck
      SPV free and clear of all Liens other than Permitted Liens, to which such Box
      Truck SPV, together with the Nominee Titleholder, holds good and marketable
      title, and which is subject to the SPV Fleet Owner Agreement (ii) (A) the
      Certificate of Title with respect to which is in the name of such Box Truck
      SPV
      or the Nominee Titleholder and notes the Trustee as the only lienholder, or
      (B)
      an application for such a Certificate of Title is pending with the appropriate
      state authorities or an authorized agent thereof for the purposes of Section
      9-303(b) of the UCC, (iii) whose cab and chassis are manufactured by either
      (A)
      Ford or GM or (B) any other manufacturer (x) so long as the Controlling Party
      is
      a Financial Insurance Provider, consented to in writing by the Controlling
      Party
      and (y) with respect to which the Rating Agency Condition has been satisfied,
      (iv) in the case of a DC Truck, whose cab and chassis are substantially
      identical to the cabs and chassis of all existing EL Trucks made by the
      manufacturer of such DC Truck, (v) whose cab and chassis have been purchased
      by
      a Box Truck SPV, or prior to the Effective Date, by an Affiliate thereof,
      directly from the manufacturer or a third-party dealer (vi) that has been
      acquired by such Box Truck SPV less than 100 days after the In-Service Date
      with
      respect to such Box Truck, (vii) that was made available for rental in the
      System not later than 4 days following the date of the completion of the
      manufacture and installation of the related Box and Other Modifications
      (provided
      that if
      an act
      of
      God, war, fire, flood, tempest, accident, civil disturbance, act of governmental
      authority or other act of authority (de
      jure
      or
de
      facto),
      legal
      constraint or other similar cause beyond the reasonable control of any Box
      Truck
      SPV, the Fleet Manager or any Rental Company prevents such Box Truck from being
      made available for rental in the System within such four-day period, such Box
      Truck will not be an Ineligible Box Truck solely as a result thereof so long
      as
      such Box Truck is made available for rental in the System not later than 30
      days
      following the date of the completion of the manufacture and installation of
      the
      related Box and Other Modifications), (viii)
      that is not more than seven (7) years old as of such date, as measured from
      the
      In-Service Date with respect to such Box Truck (provided,
      however,
      that
      for the purposes of calculating the Aggregate Asset Amount Deficiency on any
      Determination Date following the Expected Final Payment Date of any Series
      of
      Notes, no Box Truck shall be an Ineligible Box Truck solely as a result of
      being
      more than seven years old), and (ix) that is not an Uneconomical Box Truck;
      provided,
      however,
      that if
      at the time of the designation of any Box Truck as a Canadian Box Truck the
      number of Canadian Box Trucks is greater than an amount equal to 3% of the
      number of all Eligible Box Trucks as of such date, then following such
      designation as a Canadian Box Truck, such Box Truck shall not be an Eligible
      Box
      Truck; provided further
      that on
      the first subsequent date that the number of Canadian Box Trucks is less than
      3%
      of the number of all Eligible Box Trucks on such date, then such Canadian Box
      Truck shall become an Eligible Box Truck so long as it and all other Canadian
      Box Trucks that are Eligible Box Trucks do not constitute more than 3% of all
      Eligible Box Trucks as of such date.

     

    “Eligible
      Deposit Account”
means
      (a) a segregated identifiable trust account established in the trust department
      of a Qualified Trust Institution or (b) a separately identifiable deposit
      account established in the deposit taking department of a Qualified
      Institution.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    “Enforcement
      Event”
means
      any of the events described in Section
      8.1
      of the
      SPV Fleet Owner Agreement.

     

    “Enhancement”
means,
      with respect to any Series of Notes, the rights and benefits provided to the
      Noteholders of such Series of Notes pursuant to any Financial Insurance Policy,
      cash collateral account, overcollateralization, spread account, guaranteed
      rate
      agreement, maturity guaranty facility, tax protection agreement, interest rate
      hedge or any other similar arrangement.

     

    “Enhancement
      Agreement”
means
      any contract, agreement, instrument or document governing the terms of any
      Enhancement or pursuant to which any Enhancement is issued or outstanding,
      including any fee letter in connection therewith.

     

    “Enhancement
      Provider”
means
      the Person providing any Enhancement as designated in the applicable Series
      Supplement, other than, solely for the purposes of determining from which
      parties consent is required for any action to be taken with respect to the
      Related Documents, any provider of a letter of credit unless the applicable
      Series Supplement expressly provides that such provider is an Enhancement
      Provider for the purpose of the 2007-1 Base Indenture.

     

    “Environmental
      Laws”
means
      any and all foreign, Federal, state, local or municipal laws, rules, orders,
      regulations, statutes, ordinances, codes, decrees, requirements of any
      Governmental Authority or other Requirements of Law (including common law)
      regulating, relating to or imposing liability or standards of conduct concerning
      protection of the environment, as now or at any time hereafter in
      effect.

     

    “Environmental
      Permits”
is
      defined in Section
      8.27
      of the
      2007-1 Base Indenture.

     

    “ERISA”
means
      the Employee Retirement Income Security Act of 1974, as amended, and any
      successor statute of similar import, in each case as in effect from time to
      time. References to sections of ERISA also refer to any successor
      sections.

     

    “Estimated
      SPV Fleet Owner Net Cash Flow”
means,
      for any Monthly Period, the highest Monthly SPV Fleet Owner Net Cash Flow for
      any Monthly Period during the three (3) Monthly Periods immediately preceding
      such Monthly Period. The Estimated SPV Fleet Owner Net Cash Flow for the first
      three (3) Monthly Periods after the Effective Date will be set forth on
Schedule
      3.4
      to the
      SPV Fleet Owner Agreement.

     

    “Euroclear”
means
      Euroclear Bank, S.A./N.V., as operator of the Euroclear System.

     

    “Event
      of Bankruptcy”
shall
      be deemed to have occurred with respect to a Person if:

     

    (a) a
      case or
      other proceeding shall be commenced, without the application or consent of
      such
      Person, in any court, seeking the liquidation, reorganization, debt arrangement,
      dissolution, winding up, or composition or readjustment of debts of such Person,
      the appointment of a trustee, receiver, custodian, liquidator, assignee,
      sequestrator or the like for such Person or all or any substantial part of
      its
      assets, or any similar action with respect to such Person under any law relating
      to bankruptcy, insolvency, reorganization, winding up or composition or
      adjustment of debts, and such

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        
case
        or
        proceeding shall continue undismissed, or unstayed and in effect, for a period
        of 60 consecutive days; or an order for relief in respect of such Person
        shall
        be entered in an involuntary case under the federal bankruptcy laws or other
        similar laws now or hereafter in effect;

    

     

    (b) such
      Person shall commence a voluntary case or other proceeding under any applicable
      bankruptcy, insolvency, reorganization, debt arrangement, dissolution or other
      similar law now or hereafter in effect, or shall consent to the appointment
      of
      or taking possession by a receiver, liquidator, assignee, trustee, custodian,
      sequestrator (or other similar official) for such Person or for any substantial
      part of its property, or shall make any general assignment for the benefit
      of
      creditors; or

     

    (c) the
      board
      of directors or other similar governing body of such Person (if such Person
      is a
      corporation or similar entity) shall vote to implement any of the actions set
      forth in clause
      (b)
      above.

     

    “Event
      of Default”
is
      defined in Section
      9.1
      of the
      2007-1 Base Indenture.

     

    “Exchange
      Act”
means
      the Securities Exchange Act of 1934, as amended.

     

    “Expected
      Final Payment Date”
means,
      with respect to any Series of Notes, the date stated in the applicable Series
      Supplement as the date on which such Series of Notes is expected to be paid
      in
      full.

     

    “FDIC”
means
      the Federal Deposit Insurance Corporation.

     

    “Financial
      Insurance Policy”
means,
      with respect to any Series of Notes, a financial guaranty insurance policy
      insuring the timely payment of interest on such Notes and the payment of
      principal of such Notes on their Legal Final Maturity Date.

     

    “Financial
      Insurance Provider”
means
      the financial guaranty insurance company issuing a Financial Insurance
      Policy.

     

    “Fleet
      Manager”
means
      UHI, in its capacity as the fleet manager under the SPV Fleet Owner Agreement,
      and its permitted assigns.

     

    “Fleet
      Manager Withdrawal”
is
      defined in Section
      5.2(b)
      of the
      2007-1 Base Indenture.

     

    “Fleet
      Owner Commissions”
means,
      with respect to each Box Truck, the product of (i) 60% and (ii) the Box Truck
      SPV Gross Rental Fees with respect to such Box Truck.

     

    “Ford”
means
      Ford Motor Company, a Delaware corporation, and its successors.

     

    “Foreign
      Clearing Agency”
means
      Clearstream and Euroclear.

     

    “Funded
      Box Trucks”
is
      defined, with respect to any Series of Notes, in the applicable Series
      Supplement.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    “GAAP”
means
      the generally accepted accounting principles in the United States promulgated
      or
      adopted by the Financial Accounting Standards Board and its predecessors and
      successors from time to time.

     

    “Global
      Note”
means
      a
      Note in registered form evidencing Book-Entry Notes.

     

    “GM”
means
      General Motors Corporation, a Delaware corporation, and its
      successors.

     

    “Governmental
      Authority”
means
      the government of the United States of America or any other nation or any
      political subdivision of the foregoing, whether state or local, and any agency,
      authority, instrumentality, regulatory body, court, central bank or other entity
      exercising executive, legislative, judicial, taxing, regulatory or
      administrative powers or functions of or pertaining to government.

     

    “Hedge
      Agreement”
means
      one or more interest rate swap contracts, interest rate cap agreements or
      similar contracts entered into by the Issuers in connection with the issuance
      of
      a Series of Notes, as specified in the applicable Series Supplement, providing
      protection against interest rate risks.

     

    “Hedge
      Payments”
means
      amounts payable to or receivable by the Issuers pursuant to any Hedge
      Agreement.

     

    “Indebtedness”,
      as
      applied to any Person, means, without duplication, (a) all indebtedness for
      borrowed money, (b) that portion of obligations with respect to any lease of
      any
      property (whether real, personal or mixed) that is properly classified as a
      liability on a balance sheet in conformity with GAAP, (c) notes payable and
      drafts accepted represent-ing extensions of credit whether or not representing
      obligations for borrowed money, (d) any obligation owed for all or any part
      of
      the deferred purchase price for property or services, which purchase price
      is
      (i) due more than six months from the date of the incurrence of the obligation
      in respect thereof or (ii) evidenced by a note or similar written instrument,
      (e) all indebtedness secured by any Lien on any property or asset owned by
      that
      Person regardless of whether the indebtedness secured thereby shall have been
      assumed by that Person or is nonrecourse to the credit of that Person, (f)
      all
      net obligations under any interest rate swap contracts, interest rate cap
      agreements or similar contracts and (g) all Contingent Obligations of such
      Person in respect of any of the foregoing.

     

    “Indenture”
means
      the 2007-1 Base Indenture, together with any Series Supplement in effect, as
      the
      same may be amended, modified or supplemented from time to time by Supplements
      thereto in accordance with its terms.

     

    “Independent
      Manager”
is
      defined (i) with respect to USF, in Schedule
      A
      to the
      USF Limited Liability Company Agreement, (ii) with respect to each Box Truck
      SPV, in Schedule
      A
      to the
      applicable Box Truck SPV Limited Liability Company Agreement, and (iii) with
      respect to the Nominee Titleholder, in Schedule
      A
      to the
      Nominee Titleholder Limited Liability Company Agreement.

     

    “Ineligible
      Box Truck”
means
      a
      Box Truck that is not an Eligible Box Truck.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    “Initial
      Aggregate Note Balance”
means,
      with respect to any Series of Notes, the aggregate initial principal amount
      specified in the applicable Series Supplement.

     

    “In-Service
      Date”
means,
      with respect to any Box Truck, the first date on which such Box Truck is
      available for rental in the System.

     

    “Interest
      Period”
means,
      with respect to any Series of Notes, the period from and including the preceding
      Payment Date to but excluding the current Payment Date; provided,
      however,
      that
      (x) the initial Interest Period with respect to such Series of Notes shall
      commence on the Closing Date for such Series and (y) the final Interest Period
      shall end on, and exclude, the Payment Date on which the Notes of such Series
      shall have been paid in full.

     

    “Investment
      Company Act”
means
      the Investment Company Act of 1940, as amended.

     

    “Investment
      Income”
means
      the investment earnings (net of losses and investment expenses) on amounts
      on
      deposit in the Box Truck Collection Account, the Box Truck Purchase Account
      and
      any Series Account.

     

    “Investment
      Property”
has
      the
      meaning specified in Section 9-102(a)(49) of the applicable UCC.

     

    “Issuer
      Accounts”
means
      the Box Truck Collection Account, the Box Truck Purchase Account and each Series
      Account.

     

    “Issuer
      Assets”
means
      all assets of the Issuers.

     

    “Issuer
      Obligations”
means
      all principal, premium and interest, at any time and from time to time, owing
      by
      the Issuers with respect to the Notes, and all costs, fees, expenses,
      indemnities and all other amounts payable by, or obligations of, any Issuer
      under the Indenture and/or the Related Documents, including any amounts payable
      to any Financial Insurance Provider.

     

    “Issuers”
means,
      collectively, USF, TM Truck SPV, DC Truck SPV and EL Truck SPV, as co-issuers
      of
      the Notes.

     

    “Legal
      Final Maturity Date”
means,
      with respect to any Series of Notes, the date stated in the applicable Series
      Supplement as the maturity date of the Notes of such Series.

     

    “Letter
      of Representation”
means,
      with respect to a Series of Notes having Book-Entry Notes, the letter of
      representation from the Issuers to the Clearing Agency or the Foreign Clearing
      Agency with respect to such Series, or as otherwise provided in the applicable
      Series Supplement.

     

    “Lien”
means,
      when used with respect to any Person, any interest in any real or personal
      property, asset or other right held, owned or being purchased or acquired by
      such Person which secures payment or performance of any obligation, and shall
      include any mortgage, lien, pledge, encumbrance, charge, retained security
      title
      of a conditional vendor or lessor, or other security interest of any kind,
      whether arising under a security agreement, mortgage, lease, deed of
      trust,

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        
chattel
        mortgage, assignment, pledge, retention or security title, financing or similar
        statement, or notice or arising as a matter of law, judicial process or
        otherwise.

    

     

    “Management
      Standard”
is
      defined in Section
      2.5
      of the
      SPV Fleet Owner Agreement.

     

    “Manager”
is
      defined (i) with respect to USF, in Schedule
      A
      to the
      USF Limited Liability Company Agreement, (ii) with respect to each Box Truck
      SPV, in Schedule
      A
      to the
      applicable Box Truck SPV Limited Liability Company Agreement, and (iii) with
      respect to the Nominee Titleholder, in Schedule
      A
      to the
      Nominee Titleholder Limited Liability Company Agreement.

     

    “Material
      Adverse Effect”
means,
      with respect to any occurrence, event or condition:

     

    (i) a
      materially adverse effect on the ability of UHI, any Box Truck SPV, the Nominee
      Titleholder or USF to perform its obligations under any of the Related
      Documents;

     

    (ii) an
      adverse effect on (a) the validity or enforceability of any Related Document
      or
      the rights and remedies of the Trustee, any Financial Insurance Provider or
      any
      Issuer under any Related Document to which it is a party or (b) the validity,
      priority or perfection of the Trustee’s Lien on the Collateral; or

     

    (iii) a
      materially adverse effect on (a) the Noteholders or an Enhancement Provider,
      (b)
      the ownership interest of any Box Truck SPV in its respective Box Trucks, (c)
      the value of the Box Trucks or (d) the value or collectibility of the Fleet
      Owner Commissions or Other Fleet Owner Payments generated by the Box
      Trucks.

     

    “Member”
is
      defined (i) with respect to USF, in Schedule
      A
      to the
      USF Limited Liability Company Agreement, (ii) with respect to each Box Truck
      SPV, in Schedule
      A
      to the
      applicable Box Truck SPV Limited Liability Company Agreement, and (iii) with
      respect to the Nominee Titleholder, in Schedule
      A
      to the
      Nominee Titleholder Limited Liability Company Agreement.

     

    “Monthly
      Administration Fee”
means,
      for any Determination Date, one-twelfth of the product of (i) 0.04% and (ii)
      the
      Aggregate Assumed Asset Value as of the immediately preceding Determination
      Date.

     

    “Monthly
      Advance”
is
      defined in Section
      3.7
      of the
      SPV Fleet Owner Agreement.

     

    “Monthly
      Advance Reimbursement Amount”
means,
      with respect to any Series of Notes Outstanding, the amount specified in the
      applicable Series Supplement. 

     

    “Monthly
      Fleet Manager Excess Amount”
means,
      for any Monthly Fleet Owner Payment Date, the excess, if any, of (a) the
      aggregate amount deposited by the Fleet Manager in the Box Truck Collection
      Account on each Weekly Fleet Owner Payment Date during the Related Monthly
      Period pursuant to the SPV Fleet Owner Agreement over (b) the Monthly SPV Fleet
      Owner Net Cash Flow for such Related Monthly Period.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    “Monthly
      Fleet Owner Payment”
means,
      for any Monthly Fleet Owner Payment Date, the excess, if any, of (a) the Monthly
      SPV Fleet Owner Net Cash Flow for the Related Monthly Period over (b) the
      aggregate amount deposited by the Fleet Manager in the Box Truck Collection
      Account on each Weekly Fleet Owner Payment Date during such Related Monthly
      Period pursuant to the SPV Fleet Owner Agreement.

     

    “Monthly
      Fleet Owner Payment Date”
means
      the third Friday of each calendar month, or, if such day is not a Business
      Day,
      the next succeeding Business Day, commencing July 20, 2007.

     

    “Monthly
      Insurance Payment”
is
      defined in Section
      2.4
      of the
      SPV Fleet Owner Agreement. 

     

    “Monthly
      Nominee Titleholder Fee”
means,
      for any Determination Date, one-twelfth of the product of (i) 0.01% and (ii)
      the
      Aggregate Assumed Asset Value as of the immediately preceding Determination
      Date.

     

    “Monthly
      Noteholders’ Statement”
means,
      with respect to any Series of Notes, a statement substantially in the form
      of an
      Exhibit to the applicable Series Supplement.

     

    “Monthly
      Period”
means
      each calendar month; provided,
      however,
      that
      (x) if the Closing Date occurs on or prior to the tenth day of a calendar month,
      the initial Monthly Period shall be the period from and including the Closing
      Date to and including the last day of such calendar month and (y) if the Closing
      Date occurs after the tenth day of a calendar month, the initial Monthly Period
      shall be the period from and including the Closing Date to and including the
      last day of the calendar month immediately following such calendar
      month.

     

    “Monthly
      Report”
is
      defined in Section
      4.1(b)
      of the
      2007-1 Base Indenture.

     

    “Monthly
      SPV Fleet Owner Net Cash Flow”
means,
      for any Monthly Period, the sum of the SPV Fleet Owner Net Cash Flows for each
      Box Truck during such Monthly Period.

     

    “Moody’s”
means
      Moody’s Investors Service, Inc.

     

    “Nevada
      Limited Liability Company Act”
means
      Title 7, Chapter 86 of the Nevada Revised Statues, as amended from time to
      time.

     

    “New
      York UCC”
means
      the UCC in effect from time to time in the State of New York.

     

    “Nominee
      Titleholder”
means
      U-Haul Titling, LLC as nominee titleholder for each Box Truck SPV appointed
      pursuant to the Nominee Titleholder Agreement.

     

    “Nominee
      Titleholder Agreement”
means
      the Nominee Titleholder Agreement, dated as of the Effective Date, among the
      Nominee Titleholder, the Trustee, UHI and each Box Truck SPV, as amended,
      modified or supplemented from time to time in accordance with its
      terms.

     

    “Nominee
      Titleholder Limited Liability Company Agreement”
means
      the Operating Agreement of the Nominee Titleholder, dated as of June 1, 2007,
      between U-Haul Co. of

    
      
        
        

      

      
        15

        
          

        

      

      
        
        
 Arizona
        and the Nominee Titleholder’s Independent Manager, as amended, modified or
        supplemented from time to time in accordance with its terms.

    

     

    “Note
      Owner”
means,
      with respect to a Book-Entry Note, the Person who is the beneficial owner of
      such Book-Entry Note, as reflected on the books of the Clearing Agency or
      Foreign Clearing Agency, or on the books of a Person maintaining an account
      with
      such Clearing Agency or Foreign Clearing Agency (directly or as an indirect
      participant, in accordance with the rules of such Clearing Agency or Foreign
      Clearing Agency).

     

    “Note
      Rate”
means,
      with respect to any Series of Notes, the annual rate at which interest accrues
      on the Notes of such Series of Notes (or formula on the basis of which such
      rate
      shall be determined) as stated in the applicable Series Supplement.

     

    “Note
      Register”
is
      defined in Section
      2.6(a)
      of the
      2007-1 Base Indenture.

     

    “Noteholder”
and
      “Holder”
means
      the Person in whose name a Note is registered in the Note Register.

     

    “Notes”
is
      defined in the recitals to the 2007-1 Base Indenture.

     

    “Officer’s
      Certificate”
means
      a
      certificate signed by an Authorized Officer of USF, any Box Truck SPV, the
      Nominee Titleholder and/or UHI, as the case may be.

     

    “One-Month
      DSCR”
means,
      as of any Determination Date, the ratio of (a) the sum of (i) the aggregate
      SPV
      Fleet Owner Net Cash Flows for all Box Trucks subject to the SPV Fleet Owner
      Agreement as of the last day of the Related Monthly Period during the Related
      Monthly Period (which, for the avoidance of doubt, shall not include the amount
      of any Monthly Advance) and (ii) all Investment Income (other than Investment
      Income earned on amounts on deposit in the Box Truck Purchase Account) for
      the
      Related Monthly Period to (b) the sum of (i) the sum of (X) the DSCR Targeted
      Principal Amount, (Y) the DSCR Interest Amount and (Z) the DSCR Premium, in
      each
      case as of such Determination Date and (ii) any Targeted Note Balance Shortfall
      on the immediately preceding Determination Date.

     

    “Operating
      Expenses”
means,
      with respect to each Box Truck, the Monthly Insurance Payment with respect
      to
      such Box Truck and all maintenance, repair, licensing and titling costs with
      respect to or allocated to such Box Truck by the Fleet Manager in accordance
      with the terms of the SPV Fleet Owner Agreement.

     

    “Opinion
      of Counsel”
means
      a
      written opinion from legal counsel who is reasonably acceptable to the Trustee.
      The counsel may be counsel to USF, any Box Truck SPV, the Nominee Titleholder
      or
      UHI, as the case may be. For purposes of Section
      8.11(e)
      of the
      2007-1 Base Indenture, any legal counsel employed by UHI, which may be an
      employee of UHI, shall be deemed to be reasonably acceptable to the
      Trustee.

     

    “Other
      Assets”
is
      defined in Section
      14.19
      of the
      2007-1 Base Indenture.

     

    “Other
      Fleet Owner Payments”
means,
      with respect to each Box Truck, the sum of (i) all warranty payments and (ii)
      all Safemove Fees, less
      the
      amount thereof payable to Republic

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

    Western
      Insurance Company or any other insurance carrier in respect of the related
      Safemove, in each case with respect to such Box Truck.

     

    “Other
      Modifications”
is
      defined in Section
      1.1
      of the
      Box Truck Purchase Agreement.

     

    “Outstanding”
is
      defined, with respect to any Series of Notes, in the applicable Series
      Supplement.

     

    “Partial
      Amortization Carryover Payment”
is
      defined, with respect to any Series of Notes, in the applicable Series
      Supplement.

     

    “Partial
      Amortization Payment”
is
      defined, with respect to any Series of Notes, in the applicable Series
      Supplement. 

     

    “Paying
      Agent”
means
      any paying agent appointed pursuant to Section
      2.7(a)
      of the
      2007-1 Base Indenture.

     

    “Payment
      Date”
means
      the twenty-fifth day of each calendar month, or, if such day is not a Business
      Day, the next succeeding Business Day, commencing on July 25, 2007.

     

    “PBGC”
means
      Pension Benefit Guaranty Corporation.

     

    “Pension
      Plan”
means
      any “employee pension benefit plan”, as such term is defined in ERISA, which is
      subject to Title IV of ERISA (other than a “multiemployer plan”, as defined in
      Section 4001 of ERISA) and to which any company in the Controlled Group has
      liability, including any liability by reason of having been a substantial
      employer within the meaning of Section 4063 of ERISA for any time within the
      preceding five years or by reason of being deemed to be a contributing sponsor
      under Section 4069 of ERISA.

     

    “Permitted
      Investments”
means
      negotiable instruments or securities, payable in Dollars, issued by an entity
      organized under the laws of the United States of America and represented by
      instruments in bearer or registered or book-entry form which evidence (excluding
      any security with the “r” symbol attached to its rating):

     

    (i)
      obligations the full and timely payment of which are to be made by or is fully
      guaranteed by the United States of America other than financial contracts whose
      value depends on the values or indices of asset values;

     

    (ii)
      demand deposits of, time deposits in, or certificates of deposit issued by,
      any
      depositary institution or trust company incorporated under the laws of the
      United States of America or any state thereof whose short-term debt is rated
      “P-1” or higher by Moody’s and “A-1+” by Standard & Poor’s and subject to
      supervision and examination by federal or state banking or depositary
      institution authorities; provided, however, that at the earlier of (x) the
      time
      of the investment and (y) the time of the contractual commitment to invest
      therein, the long-term unsecured debt obligations (other than such obligation
      whose rating is based on collateral or on the credit of a Person other than
      such
      institution or trust company) of such depositary institution or trust company
      shall have a credit rating from Standard & Poor’s of not lower than
“AAA”;

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    (iii)
      commercial paper having, at the earlier of (x) the time of the investment and
      (y) the time of the contractual commitment to invest therein, a rating from
      Moody’s of “P-1” and Standard & Poor’s of “A-1+”;

     

    (iv)
      bankers’ acceptances issued by any depositary institution or trust company
      described in clause (ii) above;

     

    (v)
      investments in money market funds (including any money market mutual funds
      or
      common trust funds and including any funds managed by the Trustee or an
      Affiliate thereof) (x) rated “Aaa” by Moody’s and “AAAm” by Standard &
Poor’s or (y) with respect to the investment in which the Rating Agency
      Condition has been satisfied and, for so long as a Financial Insurance Provider
      is the Controlling Party, which have been approved in writing by the Controlling
      Party; 

     

    (vi)
      Eurodollar time deposits having a credit rating from Moody’s of “P-1” and
      Standard & Poor’s of “A-1+”;

     

    (vii)
      repurchase agreements involving any of the Permitted Investments described
      in
      clauses (i) and (vi) above and the certificates of deposit described in clause
      (ii) above which are entered into with a depository institution or trust
      company, having a commercial paper or short-term certificate of deposit rating
      of “P-1” by Moody’s and “A-1+” by Standard & Poor’s or which otherwise is
      approved as to collateralization by the Rating Agencies; and

     

    (viii)
      any other instruments or securities, if (x) for so long as a Financial Insurance
      Provider is the Controlling Party, the Controlling Party consents in writing
      and
      (y) with respect to the investment in which the Rating Agency Condition has
      been
      satisfied.

     

    “Permitted
      Liens”
means
      (i) Liens for current taxes not delinquent or for taxes being contested in
      good
      faith and by appropriate proceedings, and with respect to which adequate
      reserves have been established, and are being maintained, in accordance with
      GAAP, (ii) mechanics’, materialmen’s, landlords’, warehousemen’s and carriers’
Liens, and other Liens imposed by law, securing obligations arising in the
      ordinary course of business that are not more than thirty (30) days past due
      or
      are being contested in good faith and by appropriate proceedings and with
      respect to which adequate reserves have been established, and are being
      maintained, in accordance with GAAP, (iii) the Liens in favor of the Box Truck
      SPVs created pursuant to the SPV Fleet Owner Agreement or the Box Truck Purchase
      Agreement, (iv) the Liens in favor of the Trustee created pursuant to the
      Indenture or (v) the Liens created on Other Assets in connection with a
      Permitted Note Issuance pursuant to any Permitted Note Issuance Related
      Documents; provided
      that, in
      the case of clauses
      (i)
      and
(ii),
      such
      Liens do not create any material risk of foreclosure of any asset and the
      failure to make payment pending resolution could not reasonably be expected
      to
      result in a Material Adverse Effect.

     

    “Permitted
      Note Issuance”
means
      the issuance by USF and one or more Permitted Note Issuance SPVs of one or
      more
      series of notes (a) that are secured solely by Other Assets of USF and all
      assets of such Permitted Note Issuance SPVs including, among other things,
      a
      security

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        
interest
        in box trucks, vans and/or pickup trucks being acquired, directly or indirectly,
        with the proceeds of such notes, one or more fleet owner agreements pursuant
        to
        which UHI agrees to make such box trucks, vans and/or pickup trucks available
        for rental in the System and the equity interests in each Permitted Note
        Issuance SPV owning such box trucks, vans and/or pickup trucks held by USF
        and
        (b) if issued on or after the Effective Date, with respect to the issuance
        of
        which the Rating Agency Condition shall have been satisfied.

    

     

    “Permitted
      Note Issuance Indenture”
means
      any indenture pursuant to which Permitted Notes are issued by USF and/or one
      or
      more Permitted Note Issuance SPVs.

     

    “Permitted
      Note Issuance Rating Agency Condition”
means,
      with respect to any action, that each Rating Agency shall have notified the
      Issuers, any Financial Insurance Provider and the Trustee in writing that such
      action will not result in a reduction or withdrawal of the rating (in effect
      immediately before the taking of such action) of any series of Permitted Notes
      (including any rating of such Permitted Notes assigned without regard to
      enhancement for such Permitted Notes).

     

    “Permitted
      Note Issuance Related Documents”
means
      each Permitted Note Issuance Indenture, each Permitted Note Issuance SPV Limited
      Guarantee and any other agreements or instruments entered into by USF or a
      Permitted Note Issuance SPV in connection with any Permitted Note
      Issuance.

     

    “Permitted
      Note Issuance SPV”
means
      a
      special purpose, bankruptcy-remote entity, other than a Box Truck SPV, which
      is
      a direct wholly-owned subsidiary of USF and which owns box trucks, vans and/or
      pickup trucks engaged in a Permitted Note Issuance.

     

    “Permitted
      Note Issuance SPV Limited Guarantee”
means
      a
      guarantee by a Permitted Note Issuance SPV of, among other things, the
      obligations of USF under the Indenture, substantially identical, mutatis mutandis,
      to
      Exhibit B to the 2007-1 Base Indenture.

     

    “Permitted
      Note Issuance Trustee”
means
      a
      Person party to a Permitted Note Issuance Indenture as trustee.

     

    “Permitted
      Notes”
means
      any series of notes issued by USF and/or one or more Permitted Note Issuance
      SPVs in connection with a Permitted Note Issuance.

     

    “Person”
means
      any natural person, corporation, business trust, joint venture, association,
      company, partnership, limited liability company, joint stock company,
      corporation, trust, unincorporated organization or Governmental
      Authority.

     

    “Placement
      Agency Agreement”
means
      any agreement pursuant to which one or more Placement Agents agree with the
      Issuers and UHI to place Notes with, or purchase Notes for resale to,
      investors.

     

    “Placement
      Agent”
means
      any Person in its capacity as a placement agent or an initial purchaser under
      a
      Placement Agency Agreement.

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    “Potential
      Enforcement Event”
means
      any occurrence or event which, with the giving of notice, the passage of time
      or
      both, would constitute an Enforcement Event.

     

    “Potential
      Rapid Amortization Event”
means
      any occurrence or event which, with the giving of notice, the passage of time
      or
      both, would constitute a Rapid Amortization Event.

     

    “Potential
      Termination Event”
means
      any occurrence or event which, with the giving of notice, the passage of time
      or
      both, would constitute a Termination Event.

     

    “Premium
      Rate”
with
      respect to any Financial Insurance Policy will be defined in the fee letter
      with
      respect to such Financial Insurance Policy.

     

    “Principal
      Terms”
is
      defined in Section
      2.4
      of the
      2007-1 Base Indenture.

     

    “Pro
      Forma DSCR”
means,
      as of any Disposition Date, the ratio of (a) the sum of (i) the sum of the
      aggregate SPV Fleet Owner Net Cash Flows for all Remaining Box Trucks as of
      such
      Disposition Date during the six Monthly Periods preceding the Determination
      Date
      immediately preceding such Disposition Date (or, if such Disposition Date is
      also a Determination Date, during the six Monthly Periods preceding such
      Determination Date) (which, for the avoidance of doubt, shall not include the
      amount of any Monthly Advance) and (ii) all Investment Income (other than
      Investment Income earned on amounts on deposit in the Box Truck Purchase
      Account) for such six Monthly Periods to (b) the sum of (i) the sum of (X)
      the
      Pro Forma Targeted Principal Amount, (Y) the Pro Forma Interest Amount and
      (Z)
      the Pro Forma Premium, in each case as of each of the six Determination Dates
      preceding such Disposition Date (or, if such Disposition Date is also a
      Determination Date, as of such Determination Date and the five Determination
      Dates preceding such Determination Date) and (ii) any Targeted Note Balance
      Shortfall on the seventh Determination Date preceding such Disposition Date
      (or,
      if such Disposition Date is also a Determination Date, on the sixth
      Determination Date preceding such Determination Date); provided
      that on
      any Disposition Date occurring prior to the seventh Determination Date
      immediately following the Effective Date, the Pro Forma DSCR shall be calculated
      based only on the number of Monthly Periods and Determination Dates occurring
      since the Effective Date.

     

    “Pro
      Forma Interest Amount”
means,
      as of any Determination Date, the product of (i) one-twelfth of the Note Rate
      (or, in the case of the initial Determination Date following the Effective
      Date,
      the product of (1) one-twelfth of the Note Rate and (2) one plus a fraction,
      the
      numerator of which is 24 and the denominator of which is 30) and (ii) the sum
      of
      (x) the excess of (A) for all Remaining Box Trucks as of the Calculation Date,
      the aggregate Discounted Asset Value of such Remaining Box Trucks as of the
      immediately preceding Determination Date (or, in the case of the initial
      Determination Date, as of the Effective Date or, in the case of any Box Truck
      that became a Funded Box Truck after the Effective Date but prior to the initial
      Determination Date, as of the applicable Subsequent Funding Date) over (B)
      the
      amount of any Partial Amortization Payment made on the immediately preceding
      Payment Date and (y) any Targeted Note Balance Shortfall as of the immediately
      preceding Determination Date (which, for the purposes of the initial
      Determination Date, shall equal zero).

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    “Pro
      Forma Premium”
means,
      as of any Determination Date, the product of (i) one-twelfth of the Premium
      Rate
      in connection with any Financial Insurance Policy with respect to the Notes
      as
      of the immediately preceding Determination Date (or, in the case of the initial
      Determination Date following the Effective Date, the product of (1) one-twelfth
      of such Premium Rate in connection with any Financial Insurance Policy with
      respect to the Notes as of the Effective Date and (2) one plus a fraction,
      the
      numerator of which is 24 and the denominator of which is 30) and (ii) the sum
      of
      (x) the excess of (A) for all Remaining Box Trucks as of the Calculation Date,
      the aggregate Discounted Asset Value of such Remaining Box Trucks as of the
      immediately preceding Determination Date (or, in the case of the initial
      Determination Date, as of the Effective Date or, in the case of any Box Truck
      that became a Funded Box Truck after the Effective Date but prior to the initial
      Determination Date, as of the applicable Subsequent Funding Date) over (B)
      the
      amount of any Partial Amortization Payment made on the immediately preceding
      Payment Date and (y) any Targeted Note Balance Shortfall as of the immediately
      preceding Determination Date (which, for the purposes of the initial
      Determination Date, shall equal zero).

     

    “Pro
      Forma Targeted Principal Amount”
means,
      as of any Determination Date, the sum, for all Remaining Box Trucks as of the
      Calculation Date, of the amount, if any, by which (i) the aggregate Discounted
      Asset Value of such Remaining Box Trucks as of the immediately preceding
      Determination Date (or, in the case of the initial Determination Date, as of
      the
      Effective Date or, in the case of any Box Truck that became a Funded Box Truck
      after the Effective Date but prior to the initial Determination Date, as of
      the
      applicable Subsequent Funding Date) exceeds (ii) the sum of (x) the aggregate
      Discounted Asset Value of such Remaining Box Trucks as of such Determination
      Date and (y) the amount of any Partial Amortization Payment made on the
      immediately preceding Payment Date.

     

    “Proceeding”
means
      any suit in equity, action or law or other judicial or administrative
      proceeding.

     

    “Proceeds”
has
      the
      meaning set forth in Section 9-102(a)(64) of the applicable UCC.

     

    “Purchased
      Assets”
is
      defined in Section
      1.1
      of the
      Box Truck Purchase Agreement.

     

    “Purchase
      Price”
is
      defined in Section
      1.1
      of the
      Box Truck Purchase Agreement.

     

    “Qualified
      Institution”
means
      a
      depository institution organized under the laws of the United States of America
      or any state thereof or incorporated under the laws of a foreign jurisdiction
      with a branch or agency located in the United States of America or any state
      thereof and subject to supervision and examination by federal or state banking
      authorities which at all times has the Required Rating and, in the case of
      any
      such institution organized under the laws of the United States of America,
      whose
      deposits are insured by the FDIC.

     

    “Qualified
      Trust Institution”
means
      an institution organized under the laws of the United States of America or
      any
      state thereof or incorporated under the laws of a foreign jurisdiction with
      a
      branch or agency located in the United States of America or any state thereof
      and subject to supervision and examination by federal or state banking
      authorities which at all times (i) is authorized under such laws to act as
      a
      trustee or in any other fiduciary capacity, (ii) has capital,

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

    surplus
      and undivided profits of not less than $500,000,000 as set forth in its most
      recent published annual report of condition and (iii) has a long term deposits
      rating of not less than “AA-” by Standard & Poor’s and “Aa3” by
      Moody’s.

     

    “Rapid
      Amortization Event”
is
      defined in Section
      10.1
      of the
      2007-1 Base Indenture.

     

    “Rating
      Agency”
means
      each of Moody’s and Standard & Poor’s.

     

    “Rating
      Agency Condition”
means,
      with respect to any action, that (i) each Rating Agency shall have notified
      the
      Issuers, any Financial Insurance Provider and the Trustee in writing that such
      action will not result in a reduction or withdrawal of the rating (in effect
      immediately before the taking of such action) of the Notes and (ii) each Rating
      Agency shall have notified any applicable Enhancement Provider entitled to
      such
      notification pursuant to the Indenture in writing that such action will not
      result in a reduction or withdrawal of the rating (without regard to the
      presence of the Enhancement provided by each such Enhancement Provider and
      in
      effect immediately before the taking of such action) of the Notes.

     

    “Record
      Date”
with
      respect to any Series of Notes, has the meaning specified in the applicable
      Series Supplement.

     

    “Registrar”
is
      defined in Section
      2.6(a)
      of the
      2007-1 Base Indenture.

     

    “Related
      Documents”
means,
      collectively, the Indenture, the Notes, any Enhancement Agreement, the Nominee
      Titleholder Agreement, the Administration Agreement, the Account Control
      Agreements, the Box Truck SPV Limited Liability Company Agreements, the USF
      Limited Liability Agreement, each Sale and Contribution Agreement, any Placement
      Agency Agreement, any other agreements relating to the issuance or the purchase
      of any Series of Notes, the Box Truck Purchase Agreement and the SPV Fleet
      Owner
      Agreement.

     

    “Related
      Monthly Period”
means,
      with respect to any Payment Date, any Determination Date, any Calculation Date
      or any Monthly Fleet Owner Payment Date, the Monthly Period immediately
      preceding the Monthly Period in which such Payment Date, Determination Date,
      Calculation Date or Monthly Fleet Owner Payment Date occurs.

     

    “Related
      Payment Date”
means,
      with respect to any Determination Date, the Payment Date next succeeding such
      Determination Date.

     

    “Remaining
      Box Trucks”
means,
      with respect to any Disposition Date, all Box Trucks subject to the SPV Fleet
      Owner Agreement remaining after giving effect to all sales, transfers or other
      dispositions of any Box Trucks on such Disposition Date.

     

    “Rental
      Company”
means
      each wholly-owned subsidiary of UHI acting as a regional marketing company
      pursuant to a Rental Company Contract.

     

    “Rental
      Company Contract”
means
      each Rental Company Contract between a Rental Company and UHI, substantially
      in
      the form of Exhibit A to the SPV Fleet Owner Agreement, pursuant to which UHI
      agrees to make trucks, trailers and other rental equipment available to
      the

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        
System
        in
        the Rental Company’s territory and the Rental Company agrees to merchandise,
        maintain and repair such rental equipment.

    

     

    “Rental
      Dealer”
means
      any U-Haul operated retail moving center or independent dealer offering truck
      rental services in the United States or Canada.

     

    “Required
      Noteholders”
means
      Noteholders holding in excess of 50% of the Aggregate Note Balance (excluding,
      for the purposes of making the foregoing calculation, any Notes held by any
      Issuer or any Affiliate of any Issuer).

     

    “Required
      Payment”
means,
      with respect to any Series of Notes Outstanding, the amount specified in the
      applicable Series Supplement.

     

    “Required
      Pro Forma DSCR”
means,
      as of any Disposition Date, (x) if the Six-Month DSCR as of the immediately
      preceding Determination Date (or, if such Disposition Date is a Determination
      Date, as of such Determination Date) equaled less than 1.40, such Six-Month
      DSCR, (y) if the Six-Month DSCR as of the immediately preceding Determination
      Date (or, if such Disposition Date is a Determination Date, as of such
      Determination Date) equaled 1.40 or more but less than 1.42, 1.40 and (z) if
      the
      Six-Month DSCR as of the immediately preceding Determination Date (or, if such
      Disposition Date is a Determination Date, as of such Determination Date) equaled
      1.42 or more, the lesser of (i) such Six-Month DSCR less
      0.02 and
      (ii) the amount set forth in the following table:

     

    
      	
               

               

              If
                such Disposition Date occurs:

               

            	 	
               

               

              Required
                Pro Forma DSCR

               

            
	
              On
                or prior to the June 2008 Determination Date

               

            	 	
              1.75

               

            
	
              After
                the June 2008 Determination Date and on or prior to the June 2009
                Determination Date

               

            	 	
              1.80

               

            
	
              After
                the June 2009 Determination Date and on or prior to the June 2010
                Determination Date

               

            	 	
              1.85

               

            
	
              After
                the June 2010 Determination Date and on or prior to the June 2012
                Determination Date

               

            	 	
              1.90

               

            
	
              After
                the June 2012 Determination Date and on or prior to the June 2013
                Determination Date

               

            	 	
              1.95

               

            
	
              After
                the June 2013 Determination Date

               

            	 	
              2.00

               

            


    

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

    


     

    “Required
      Rating”
means
      (i) a short-term certificate of deposit rating from Moody’s of “P-1” and from
      Standard & Poor’s of at least “A-1” and (ii) a long-term unsecured debt
      rating of not less than “Aa3” by Moody’s and “AA-” by Standard &
Poor’s.

     

    “Requirements
      of Law”
means,
      with respect to any Person or any of its property, the certificate of
      incorporation, articles of association and by-laws, articles of organization,
      operating agreement or other organizational or governing documents of such
      Person or any of its property, and any law, treaty, rule or regulation, or
      determination of any arbitrator or Governmental Authority, in each case
      applicable to or binding upon such Person or any of its property or to which
      such Person or any of its property is subject, whether federal, state or local
      (including usury laws, the Federal Truth in Lending Act and retail installment
      sales acts).

     

    “RTAC”
means
      RTAC, LLC, a Nevada limited liability company, which is the direct parent of
      USF
      and an indirect wholly-owned subsidiary of UHI.

     

    “RTAC
      Sale and Contribution Agreement”
means
      the Sale and Contribution Agreement, dated as of the Effective Date, by and
      among RTAC, UHI and USF, together with each Bill of Sale (as defined therein)
      and each other document delivered pursuant thereto, as amended, modified or
      supplemented from time to time in accordance with its terms.

     

    “Safemove”
means
      the optional insurance policy providing a damage waiver, cargo protection and
      medical and life coverage offered through the System to rental customers of
      the
      Box Trucks.

     

    “Safemove
      Fee”
means,
      with respect to any Box Truck, the fee paid by a rental customer of such Box
      Truck in order to obtain Safemove. 

     

    “Sale
      and Contribution Agreements”
means,
      collectively, the RTAC Sale and Contribution Agreement and the UHLS Sale and
      Contribution Agreement.

     

    “Seasonal
      Depreciation Percentage”
means,
      with respect to any Monthly Period, the percentage set forth for such calendar
      month under the heading “Seasonal Depreciation” on the Assumed Asset Value
      Schedule.

     

    “Secured
      Parties”
is
      defined in Section
      3.1(a)
      of the
      2007-1 Base Indenture.

     

    “Securities
      Act”
means
      the Securities Act of 1933, as amended.

     

    “Security
      Agreements”
means,
      collectively, the Indenture, the Notes, the Administration Agreement, the
      Nominee Titleholder Agreement and the Account Control Agreements.

     

    “Series
      Account”
means
      any account or accounts established pursuant to a Series Supplement for the
      benefit of a Series of Notes.

     

    “Series
      of Notes”
or
      “Series”
means
      each Series of Notes issued and authenticated pursuant to the 2007-1 Base
      Indenture and a Series Supplement.

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

    “Series
      Supplement”
means,
      with respect to any Series of Notes, a supplement to the 2007-1 Base Indenture
      complying with the terms of Section
      2.3
      of the
      2007-1 Base Indenture, executed in conjunction with any issuance of any Series
      of Notes.

     

    “Six-Month
      DSCR”
means,
      as of any Determination Date, the ratio of (a) the sum of (i) the sum of the
      aggregate SPV Fleet Owner Net Cash Flows for all Box Trucks subject to the
      SPV
      Fleet Owner Agreement as of the last day of the Related Monthly Period during
      the six Monthly Periods preceding such Determination Date (which, for the
      avoidance of doubt, shall not include the amount of any Monthly Advance) and
      (ii) all Investment Income (other than Investment Income earned on amounts
      on
      deposit in the Box Truck Purchase Account) for the six Monthly Periods preceding
      such Determination Date to (b) the sum of (i) the sum of (X) the DSCR Targeted
      Principal Amount, (Y) the DSCR Interest Amount and (Z) the DSCR Premium, in
      each
      case as of such Determination Date and each of the five Determination Dates
      preceding such Determination Date and (ii) any Targeted Note Balance Shortfall
      on the sixth Determination Date preceding such Determination Date; provided
      that the
      Six-Month DSCR shall not be calculated on each of the first three Determination
      Dates immediately following the Effective Date; provided further
      that on
      each of the fourth and fifth Determination Dates immediately following the
      Effective Date, the Six-Month DSCR shall be calculated based only on the number
      of Monthly Periods and Determination Dates occurring since the Effective
      Date.

     

    “SPV
      Fleet Owner Agreement”
means
      the 2007-1 Box Truck SPV Fleet Owner Agreement, dated as of the Effective Date,
      among TM Truck SPV, DC Truck SPV, EL Truck SPV and UHI, as the Fleet Manager
      thereunder, as amended, modified or supplemented from time to time in accordance
      with its terms.

     

    “SPV
      Fleet Owner Net Cash Flow”
means,
      with respect to each Box Truck subject to the SPV Fleet Owner Agreement during
      each Monthly Period, (x) the sum of (i) the Fleet Owner Commissions with respect
      to such Box Truck during such Monthly Period and (ii) the Other Fleet Owner
      Payments with respect to such Box Truck during such Monthly Period, less
      (y) the
      Operating Expenses with respect to such Box Truck during such Monthly
      Period.

     

    “Standard
      & Poor’s”
means
      Standard & Poor’s Ratings Service, a division of The McGraw-Hill Companies,
      Inc.

     

    “Subsequent
      Box Truck”
is
      defined in the applicable Series Supplement. 

     

    “Subsequent
      Funding Date”
is
      defined in the applicable Series Supplement.

     

    “Subsidiary”
means,
      with respect to any Person (herein referred to as the “parent”), any
      corporation, partnership, association or other business entity (a) of which
      securities or other ownership interests representing more than 50% of the equity
      or more than 50% of the ordinary voting power or more than 50% of the general
      partnership interests are, at the time any determination is being made, owned,
      controlled or held by the parent or (b) that is, at the time any determination
      is being made, otherwise controlled by the parent or one or more subsidiaries
      of
      the parent or by the parent and one or more subsidiaries of the
      parent.

     

    “Supplement”
means
      a
      supplement to the 2007-1 Base Indenture complying (to the extent applicable)
      with the terms of Article
      13
      of the
      2007-1 Base Indenture.

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

    “Surety
      Default”
is
      defined with respect to any Financial Insurance Provider in the applicable
      Series Supplement.

     

    “Swap
      Rate”
means,
      as of any date of determination, the mid-market swap rate appearing on page
      19901 of the Telerate service (or any successor service), adjusted for monthly
      compounding.

     

    “System”
means
      the network of retail moving centers operated by U-Haul and independent dealers
      offering truck rental services throughout the United States and
      Canada.

     

    “Target
      Weekly Fleet Owner Payment”
means,
      for any Weekly Fleet Owner Payment Date with respect to a Monthly Period, an
      amount equal to one-third of the Estimated SPV Fleet Owner Net Cash Flow for
      such Monthly Period.

     

    “Targeted
      Note Balance Shortfall”
means,
      as of any Determination Date, the excess, if any, of the Aggregate Note Balance
      as of the Related Payment Date (after giving effect to all principal payments
      to
      be made on such Payment Date) over the Discounted Aggregate Asset Amount as
      of
      such Determination Date.

     

    “Targeted
      Principal Payment”
means,
      for any Payment Date, the amount by which the Aggregate Note Balance on such
      Payment Date (before giving effect to any payments on the Notes on such Payment
      Date) exceeds the Discounted Aggregate Asset Amount as of the Determination
      Date
      with respect to such Payment Date.

     

    “Termination
      Event”
means
      any of the events described in Section
      8.2
      of the
      SPV Fleet Owner Agreement.

     

    “Title
      Trigger Event”
is
      defined in Section
      6.1(f)
      of the
      Administration Agreement.

     

    “TM
      Truck”
means
      a
      model year 2007 or model year 2008 ten-foot box truck owned by TM Truck
      SPV.

     

    “TM
      Truck SPV”
means
      2007 TM-1, LLC, a Nevada limited liability company, and its permitted
      successors.

     

    “Trust
      Indenture Act”
means
      the Trust Indenture Act of 1939, as amended.

     

    “Trust
      Officer”
means,
      with respect to the Trustee, any Senior Vice President, Vice President,
      Assistant Vice President, Assistant Secretary, Assistant Treasurer or any trust
      officer of the Corporate Trust Office responsible for the administration of
      the
      2007-1 Base Indenture.

     

    “Trustee”
means
      the party named as such in the 2007-1 Base Indenture until a successor replaces
      it in accordance with the applicable provisions of the 2007-1 Base Indenture
      and
      thereafter means the successor serving thereunder.

     

    “Trustee
      Fee”
means,
      for each Payment Date, the monthly fee payable by the Issuers to the Trustee,
      as
      set forth in the fee letter dated the Effective Date from the Trustee to the
      Issuers.

     

    
      
        
        

      

      
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    “2007-1
      Base Indenture”
means
      the 2007-1 Box Truck Base Indenture, dated as of the Effective Date, among
      USF,
      TM Truck SPV, DC Truck SPV and EL Truck SPV, as co-issuers, and the Trustee,
      as
      amended, modified or supplemented from time to time in accordance with its
      terms, exclusive of Series Supplements creating new Series of Notes.


     

    “UCC”
or
      “Uniform
      Commercial Code”
means
      the Uniform Commercial Code as in effect from time to time in the specified
      jurisdiction.

     

    “U-Haul”
means,
      collectively, UHI together with those of its subsidiaries engaged in moving
      and
      storage operations.

     

    “UHI”
means
      U-Haul International, Inc., a Nevada corporation and its permitted
      successors.

     

    “UHLS”
means
      U-Haul Leasing & Sales Co., a Nevada corporation.

     

    “UHLS
      Sale and Contribution Agreement”
means
      the Sale and Contribution Agreement, dated as of the Effective Date, by and
      among UHLS, UHI and RTAC, together with each Bill of Sale (as defined therein)
      and each other document delivered pursuant thereto, as amended, modified or
      supplemented from time to time in accordance with its terms.

     

    “Uneconomical
      Box Truck”
means
      a
      Box Truck with respect to which the Operating Expenses exceed the sum of (x)
      the
      Fleet Owner Commissions generated by such Box Truck and (y) the Other Fleet
      Owner Payments with respect to such Box Truck in either (i) each of six (6)
      consecutive Monthly Periods or (ii) any six (6) Monthly Periods during any
      nine
      (9) consecutive Monthly Periods.

     

    “United
      States”
or
      “U.S.”
means
      the United States of America, its fifty states and the District of
      Columbia.

     

    “U.S.
      Government Obligations”
means
      (i) direct obligations of the United States of America, or any agency or
      instrumentality thereof for the payment of which the full faith and credit
      of
      the United States of America is pledged as to full and timely payment of such
      obligations, or (ii) any other obligations which are “government securities”
within the meaning of Section 2(a)(16) of the Investment Company
      Act.

     

    “USF”
means
      U-Haul S Fleet, LLC, a Nevada limited liability company, and its permitted
      successors.

     

    “USF
      Assets”
means
      all assets of USF.

     

    “USF
      Collateral”
is
      defined in Section
      3.1(a)
      of the
      2007-1 Base Indenture.

     

    “USF
      Limited Liability Company Agreement”
means
      the Operating Agreement of USF, dated as of June 1, 2007, between RTAC and
      USF’s
      Independent Manager, as amended, modified or supplemented from time to time
      in
      accordance with its terms.

     

    “VIN”
means
      vehicle identification number.

     

    
      
        
        

      

      
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    “Weekly
      Fleet Owner Carryover Amount”
means,
      as of any Weekly Fleet Owner Payment Date in any Monthly Period, an amount
      (not
      less than zero) equal to the excess of (i) the Monthly Fleet Manager Excess
      Amount for the Monthly Fleet Owner Payment Date in the immediately preceding
      Monthly Period over (ii) the sum of (a) the amount of the Fleet Manager
      Withdrawal, if any, paid to the Fleet Manager on such Monthly Fleet Owner
      Payment Date and (b) the sum of the Weekly Fleet Owner Payments deposited into
      the Box Truck Collection Account on each prior Weekly Fleet Owner Payment Date
      in such Monthly Period.

     

    “Weekly
      Fleet Owner Payment”
means
      the amount payable by the Fleet Manager on any Weekly Fleet Owner Payment Date
      pursuant to Section
      3.4
      of the
      SPV Fleet Owner Agreement.

     

    “Weekly
      Fleet Owner Payment Date”
means
      each Wednesday, or if such Wednesday is not a Business Day, the next succeeding
      Business Day.

     

    “written”
or
      “in
      writing”
means
      any form of written communication, including by means of telex, telecopier
      device, telegraph, email or cable.

    
      
        
        

      

      
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