Cargo Van/Pick up Truck Indenture


    U-HAUL
      S
      FLEET, LLC,

     

    2007
      BE-1, LLC,

     

    and

     

    2007
      BP-1, LLC,

     

    as
      Co-Issuers

     

    and

     

    U.S.
      BANK
      NATIONAL ASSOCIATION,

     

    as
      Trustee

     

    _______________________________

     

    CARGO
      VAN/PICK-UP TRUCK BASE INDENTURE

     

    Dated
      as
      of June 1, 2007

     

    _______________________________

     

    Cargo
      Van/Pick-Up Truck Asset Backed Notes

    (Issuable
      in Series)

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    



    TABLE
      OF
      CONTENTS

     

     

    ARTICLE
      1. DEFINITIONS, INCORPORATION BY REFERENCE AND CONSTRUCTION

     

    Section
      1.1.
      Definitions

    Section
      1.2.
      Cross-References

    Section
      1.3.
      Rules of
      Construction

    Section
      1.4.
      Other
      Definitional Provisions

     

    ARTICLE
      2. THE NOTES

     

    Section
      2.1.
      Joint
      and Several Obligations

    Section
      2.2.
      Designation and Terms of Notes

    Section
      2.3.
      Notes
      Issuable in Series

    Section
      2.4.
      Series
      Supplement For Each Series

    Section
      2.5.
      Execution and Authentication

    Section
      2.6.
      Registration of Transfer and Exchange of Notes

    Section
      2.7.
      Appointment of Paying Agent

    Section
      2.8.
      Noteholder List

    Section
      2.9.
      Persons
      Deemed Owners

    Section
      2.10.
      Replacement Notes

    Section
      2.11.
      Treasury
      Notes

    Section
      2.12.
      Temporary Notes

    Section
      2.13.
      Cancellation

    Section
      2.14.
      Principal and Interest

    Section
      2.15.
      Book-Entry Notes

    Section
      2.16.
      Definitive Notes

    Section
      2.17.
      Tax
      Treatment

    Section
      2.18.
      CUSIP
      Numbers

     

    ARTICLE
      3. SECURITY

     

    Section
      3.1.
      Grant of
      Security Interest

    Section
      3.2.
      Certain
      Rights and Obligations of the Issuers Unaffected

    Section
      3.3.
      Performance of Collateral Agreements

    Section
      3.4.
      Release
      of Collateral

    Section
      3.5.
      Stamp,
      Other Similar Taxes and Filing Fees

     

    ARTICLE
      4. REPORTS

     

    Section
      4.1.
      Agreement of the Issuers to Provide Reports and Instructions

    Section
      4.2.
      Administrator

    Section
      4.3.
      Reports
      to Noteholders

    Section
      4.4.
      Annual
      Noteholders’ Tax Statement

    Section
      4.5.
      Rule
      144A Information

     

    ARTICLE
      5. ALLOCATION AND APPLICATION OF COLLECTIONS

     

    Section
      5.1.
      Issuer
      Accounts

     

    
      
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    Section
      5.2.
      Collections and Allocations

    Section
      5.3.
      Determination of Monthly Interest

    Section
      5.4.
      Determination of Monthly Principal

    Section
      5.5.
      Misdirected Collections

     

    ARTICLE
      6. DISTRIBUTIONS

     

    Section
      6.1.
      Distributions in General

     

    ARTICLE
      7. REPRESENTATIONS AND WARRANTIES

     

    Section
      7.1.
      Existence and Power

    Section
      7.2.
      Limited
      Liability Company and Governmental Authorization

    Section
      7.3.
      Binding
      Effect

    Section
      7.4.
      Financial Information; Financial Condition

    Section
      7.5.
      Litigation

    Section
      7.6.
      No ERISA
      Plan

    Section
      7.7.
      Tax
      Filings and Expenses

    Section
      7.8.
      Disclosure

    Section
      7.9.
      Investment Company Act; Securities Act

    Section
      7.10.
      Regulations T, U and X

    Section
      7.11.
      No
      Consent

    Section
      7.12.
      Solvency

    Section
      7.13.
      Ownership of Membership Interests

    Section
      7.14.
      Security
      Interests

    Section
      7.15.
      Binding
      Effect of Collateral Agreements

    Section
      7.16.
      Non-Existence of Other Agreements

    Section
      7.17.
      Compliance with Contractual Obligations and Laws

    Section
      7.18.
      Eligible
      Trucks

    Section
      7.19.
      SPV
      Fleet Owner Agreement

    Section
      7.20.
      No
      Employees

    Section
      7.21.
      Environmental Matters

    Section
      7.22.
      Other
      Representations

     

    ARTICLE
      8. COVENANTS

     

    Section
      8.1.
      Payment
      of Notes

    Section
      8.2.
      Maintenance of Office or Agency

    Section
      8.3.
      Payment
      of Obligations

    Section
      8.4.
      Maintenance of Existence

    Section
      8.5.
      Compliance with Requirements of Law and Contractual Obligations

    Section
      8.6.
      Inspection of Property, Books and Records

    Section
      8.7.
      Compliance with Collateral Agreements

    Section
      8.8.
      Notice
      of Defaults

    Section
      8.9.
      Notice
      of Material Proceedings

    Section
      8.10.
      Further
      Requests

    Section
      8.11.
      Further
      Assurances

    Section
      8.12.
      Liens

    Section
      8.13.
      Other
      Indebtedness

    Section
      8.14.
      Mergers

    
      
        
        

      

      
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    Section
      8.15.
      Sales of
      Collateral

    Section
      8.16.
      Acquisition of Assets

    Section
      8.17.
      Distributions

    Section
      8.18.
      Name;
      Principal Office

    Section
      8.19.
      Organizational Documents

    Section
      8.20.
      Investments

    Section
      8.21.
      No Other
      Agreements

    Section
      8.22.
      Other
      Business

    Section
      8.23.
      Maintenance of Separate Existence

    Section
      8.24.
      Use of
      Proceeds of Notes

    Section
      8.25.
      No ERISA
      Plan

    Section
      8.26.
      No
      Employees

    Section
      8.27.
      Environmental

    Section
      8.28.
      SPV
      Fleet Owner Agreement

    Section
      8.29.
      Maintenance of the Cargo Vans and Pick-Up Trucks

    Section
      8.30.
      Entrance
      into a Permitted Note Issuance Indenture

    Section
      8.31.
      Cargo
      Van/ Pick-Up Truck SPV Permitted Note Limited Guarantees

     

    ARTICLE
      9. EVENTS OF DEFAULT

     

    Section
      9.1.
      Events
      of Default

    Section
      9.2.
      Acceleration of Maturity; Rescission and Annulment

    Section
      9.3.
      Collection of Indebtedness and Suits for Enforcement by the Trustee

    Section
      9.4.
      Remedies; Priorities

    Section
      9.5.
      Optional
      Preservation of the Collateral

    Section
      9.6.
      Limitation on Suits

    Section
      9.7.
      Unconditional Rights of Noteholders to Receive Principal and
      Interest

    Section
      9.8.
      Restoration of Rights and Remedies

    Section
      9.9.
      Rights
      and Remedies Cumulative

    Section
      9.10.
      Delay or
      Omission Not a Waiver

    Section
      9.11.
      Control
      by the Controlling Party

    Section
      9.12.
      Waiver
      of Past Defaults

    Section
      9.13.
      Undertaking for Costs

    Section
      9.14.
      Waiver
      of Certain Rights

    Section
      9.15.
      Sale of
      Collateral

    Section
      9.16.
      Action
      on Notes

     

    ARTICLE
      10. RAPID AMORTIZATION EVENTS

     

    Section
      10.1.
      Rapid
      Amortization Events

     

    ARTICLE
      11. THE TRUSTEE

     

    Section
      11.1.
      Duties
      of the Trustee

    Section
      11.2.
      Rights
      of the Trustee

    Section
      11.3.
      Individual Rights of the Trustee

    Section
      11.4.
      Notice
      of Events of Default, Rapid Amortization Events, Defaults and Potential Rapid
      Amortization Events

    Section
      11.5.
      Compensation and Expenses

    Section
      11.6.
      Eligibility Disqualification

     

    
      
        
        

      

      
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    Section
      11.7.
      Replacement of the Trustee

    Section
      11.8.
      Successor Trustee by Merger, etc.

    Section
      11.9.
      Appointment of Co-Trustee or Separate Trustee

    Section
      11.10.
      Representations and Warranties of the Trustee

    Section
      11.11.
      Issuer
      Indemnification of the Trustee

     

    ARTICLE
      12. DISCHARGE OF INDENTURE

     

    Section
      12.1.
      Termination of the Issuers’ Obligations

    Section
      12.2.
      Application of Trust Money

    Section
      12.3.
      Repayment to the Issuers

    Section
      12.4.
      Reinstatement

     

    ARTICLE
      13. AMENDMENTS

     

    Section
      13.1.
      Without
      Consent of the Noteholders

    Section
      13.2.
      With
      Consent of the Noteholders

    Section
      13.3.
      Supplements

    Section
      13.4.
      Revocation and Effect of Consents

    Section
      13.5.
      Notation
      on or Exchange of Notes

    Section
      13.6.
      The
      Trustee to Sign Amendments, etc.

     

    ARTICLE
      14. MISCELLANEOUS

     

    Section
      14.1.
      Notices

    Section
      14.2.
      Communication by Noteholders With Other Noteholders

    Section
      14.3.
      Certificate and Opinion as to Conditions Precedent

    Section
      14.4.
      Statements Required in Certificate

    Section
      14.5.
      Rules by
      the Trustee

    Section
      14.6.
      Duplicate Originals

    Section
      14.7.
      Benefits
      of Indenture

    Section
      14.8.
      Payment
      on Business Day

    Section
      14.9.
      Governing Law

    Section
      14.10.
      No
      Adverse Interpretation of Other Agreements

    Section
      14.11.
      Successors

    Section
      14.12.
      Severability

    Section
      14.13.
      Counterpart Originals

    Section
      14.14.
      Table of
      Contents, Headings, etc.

    Section
      14.15.
      Termination; Collateral

    Section
      14.16.
      Release
      of an Issuer

    Section
      14.17.
      No
      Bankruptcy Petition

    Section
      14.18.
      No
      Recourse.

    Section
      14.19.
      Subordination.

    Section
      14.20.
      Waiver
      of Trial by Jury

    Section
      14.21.
      Submission to Jurisdiction

    Section
      14.22.
      Know
      Your Customer

    


    



    
      
        
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    SCHEDULES
      AND EXHIBITS

     

    SCHEDULE
      1 DEFINITIONS
      LIST

     

    
      	
              EXHIBIT
                A

            	
              FORM
                OF MONTHLY REPORT

            


    

    
      	
              EXHIBIT
                B

            	
              FORM
                OF CARGO VAN/PICK-UP TRUCK SPV PERMITTED NOTE LIMITED
                GUARANTEE

            


    

     

    



    
      
        
          v


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    CARGO
      VAN/PICK-UP TRUCK BASE INDENTURE, dated as of June 1, 2007, among U-HAUL S
      FLEET, LLC, a special purpose limited liability company established under the
      laws of Nevada, 2007 BE-1, LLC, a special purpose limited liability company
      established under the laws of Nevada, and 2007 BP-1, LLC, a special purpose
      limited liability company established under the laws of Nevada, as co-issuers
      (each an “Issuer”
and
      collectively, the “Issuers”),
      and
      U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee
      (in
      such capacity, the “Trustee”).

     

    W
      I T
      N E S S E T H:

     

    WHEREAS,
      each Issuer has duly authorized the execution and delivery by it of this Base
      Indenture to provide for the issuance from time to time of one or more series
      of
      the Issuers’ Cargo Van/Pick-Up Truck Asset Backed Notes (the “Notes”),
      issuable as provided in this Base Indenture; and

     

    WHEREAS,
      all things necessary to make this Base Indenture a legal, valid and binding
      agreement of the Issuers, enforceable in accordance with its terms, have been
      done, and each Issuer proposes to do all the things necessary to make the Notes,
      when executed by such Issuer and authenticated and delivered by the Trustee
      hereunder and duly issued by such Issuer, the legal, valid and binding
      obligations of such Issuer as hereinafter provided;

     

    NOW,
      THEREFORE, for and in consideration of the premises and the receipt of the
      Notes
      by the Noteholders, it is mutually covenanted and agreed, for the benefit of
      the
      Trustee, on behalf of the Secured Parties, as follows:

     

    ARTICLE
      1.  

     

     

    DEFINITIONS,
      INCORPORATION BY REFERENCE
      AND
      CONSTRUCTION

     

    Section
      1.1.   Definitions.
      Certain
      capitalized terms used herein (including the preamble and the recitals hereto)
      shall have the meanings assigned to such terms in the Definitions List attached
      hereto as Schedule I (the “Definitions List”), as such Definitions List may be
      amended or modified from time to time in accordance with the provisions
      hereof.

     

    Section
      1.2.   Cross-References.
      Unless
      otherwise specified, references in this Base Indenture and in each other Related
      Document to any Article or Section are references to such Article or Section
      of
      this Base Indenture or such other Related Document, as the case may be and,
      unless otherwise specified, references in any Article, Section or definition
      to
      any clause are references to such clause of such Article, Section or
      definition.

     

    Section
      1.3.   Rules
      of Construction.
      In the
      Indenture, unless the context otherwise requires:

     

    (i) the
      singular includes the plural and vice versa;

     

    (ii) reference
      to any Person includes such Person’s successors and assigns but, if applicable,
      only if such successors and assigns are permitted by the Indenture, and
      reference to any Person in a particular capacity only refers to such Person
      in
      such capacity;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (iii) reference
      to any gender includes the other gender;

     

    (iv) reference
      to any Requirement of Law means such Requirement of Law as amended, modified,
      codified or reenacted, in whole or in part, and in effect from time to
      time;

     

    (v) “including”
      (and with correlative meaning “include”) means including without limiting the
      generality of any description preceding such term;

     

    (vi) with
      respect to the determination of any period of time, “from” means “from and
      including” and “to” means “to but excluding”; and

     

    (vii) “or”
is
      not exclusive.

     

    Section
      1.4.   Other
      Definitional Provisions.
      (i)
      All
      terms defined in the Indenture shall have such defined meanings when used in
      any
      certificate or document made or delivered pursuant hereto unless otherwise
      defined therein.

     

    (ii)  The
      words
“hereof,” “herein” and “hereunder” and words of similar import when used in the
      Indenture shall refer to the Indenture as a whole and not to any particular
      provision of the Indenture; and Section, subsection, Schedule and Exhibit
      references contained in the Indenture are references to Sections, subsections,
      Schedules and Exhibits in or to the Indenture unless otherwise
      specified.

     

    ARTICLE
      2.  

     

     

    THE
      NOTES

     

    Section
      2.1.   Joint
      and Several Obligations.
      Each
      Issuer hereby agrees and acknowledges that it will be liable, jointly and
      severally, for the Issuer Obligations, including the Notes and all amounts
      payable with respect thereto.

     

    Section
      2.2.   Designation
      and Terms of Notes.
      Each
      Series of Notes shall be substantially in the form specified in the applicable
      Series Supplement, with such appropriate insertions, omissions, substitutions
      and other variations as are required or permitted hereby or by the applicable
      Series Supplement and may have such letters, numbers or other marks of
      identification and such legends or endorsements placed thereon as may,
      consistently herewith, be determined to be appropriate by the Authorized
      Officers executing such Notes, as evidenced by their execution of the Notes
      and
      shall bear, upon its face, the designation for such Series to which it belongs
      so selected by the Issuers. All Notes of all Series shall, except as specified
      in the applicable Series Supplement, be equally and ratably entitled as provided
      herein to the benefits hereof without preference, priority or distinction on
      account of the actual time or times of authentication and delivery, all in
      accordance with the terms and provisions of this Base Indenture and the
      applicable Series Supplement. The aggregate principal amount of Notes which
      may
      be authenticated and delivered under the Indenture is unlimited. The Notes
      of
      each Series shall be issued in the minimum denominations, if any, set forth
      in
      the applicable Series Supplement.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    Section
      2.3.   Notes
      Issuable in Series.
      (a)
      The
      Notes may be issued in one or more Series; provided,
      however,
      that
      there shall be no more than one Series of Notes Outstanding at any
      time.

     

    (b)  Each
      Series of Notes shall be created by a Series Supplement. Subject to Section
      2.3(a),
      Notes
      of a new Series may from time to time be executed by the Issuers and delivered
      to the Trustee for authentication and thereupon the same shall be authenticated
      and delivered by the Trustee upon the receipt by the Trustee of a Company
      Request at least two (2) Business Days (or such shorter period as is acceptable
      to the Trustee) in advance of the related Closing Date and upon delivery by
      the
      Issuers to the Trustee, and receipt by the Trustee, of the
      following:

     

    (i)  a
      Company
      Order authorizing and directing the authentication and delivery of the Notes
      of
      such new Series by the Trustee and specifying the designation of such new
      Series, the Initial Aggregate Note Balance of such new Series to be
      authenticated and the Note Rate (or the method for allocating interest payments
      or other cash flows to such Series) with respect to such new
      Series;

     

    (ii)  a
      Series
      Supplement satisfying the criteria set forth in Section
      2.4
      in form
      satisfactory to the Trustee executed by each Issuer and the Trustee and
      specifying the Principal Terms of such new Series;

     

    (iii)  the
      related Enhancement Agreement, if any, executed by each of the parties thereto,
      other than the Trustee;

     

    (iv)  written
      confirmation that the Permitted Note Issuance Rating Agency Condition shall
      have
      been satisfied with respect to such issuance;

     

    (v)  an
      Officer’s Certificate of each Issuer dated as of the applicable Closing Date to
      the effect that (x) no Event of Default, Rapid Amortization Event, Aggregate
      Asset Amount Deficiency, Enforcement Event, Termination Event, Default,
      Potential Rapid Amortization Event, Potential Enforcement Event, or Potential
      Termination Event is continuing or will occur as a result of the issuance of
      the
      new Series of Notes, (y) after giving effect to the application of the net
      proceeds of such new Series, the only Series of Notes Outstanding will be the
      new Series of Notes and (z) all conditions precedent provided in this Base
      Indenture and the applicable Series Supplement with respect to the
      authentication and delivery of the new Series of Notes have been complied
      with;

     

    (vi)  unless
      otherwise specified in the related Series Supplement, an Opinion of Counsel,
      subject to the assumptions and qualifications stated therein, and in a form
      reasonably acceptable to the Trustee, dated the applicable Closing Date,
      substantially to the effect that:

     

    (A)  all
      instruments furnished to the Trustee conform to the requirements of this Base
      Indenture and the applicable Series Supplement and constitute all the documents
      required to be delivered hereunder and thereunder for the Trustee to
      authenticate and deliver the new Series of Notes, and all conditions precedent
      provided for in this Base Indenture and the applicable Series

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        
          Supplement
        with respect to the
        authentication and delivery of the new Series of Notes have been complied
        with;

    

     

    (B)  the
      applicable Series Supplement has been duly authorized, executed and delivered
      by
      each Issuer;

     

    (C)  the
      new
      Series of Notes has been duly authorized and executed and, when authenticated
      and delivered in accordance with the provisions of this Base Indenture and
      the
      applicable Series Supplement, will constitute valid, binding and enforceable
      obligations of each Issuer entitled to the benefits of this Base Indenture
      and
      the applicable Series Supplement, subject, in the case of enforcement, to
      bankruptcy, insolvency, reorganization, moratorium and other similar laws
      affecting creditors’ rights generally and to general principles of
      equity;

     

    (D)  the
      applicable Series Supplement is a legal, valid and binding agreement of each
      Issuer, enforceable in accordance with its terms, subject to bankruptcy,
      insolvency, reorganization, moratorium and other similar laws affecting
      creditors’ rights generally and to general principles of equity;
      and

     

    (E)  such
      other matters as the Trustee may reasonably require;

     

    (vii)  a
      Permitted Note Issuance SPV Limited Guarantee executed by each Permitted Note
      Issuance SPV which is a party to a Permitted Note Issuance Indenture as of
      the
      applicable Closing Date;

     

    (viii)  evidence
      that each of the parties to the Related Documents and each party to any Hedge
      Agreement (other than any interest rate cap agreement) outstanding as of the
      date thereof has covenanted and agreed that, prior to the date which is one
      year
      and one day after the payment in full of all Issuer Obligations, it will not
      institute against, or join with any other Person in instituting, against USF,
      any Cargo Van/Pick-Up Truck SPV, any Permitted Note Issuance SPV or the Nominee
      Titleholder any bankruptcy, reorganization, arrangement, insolvency or
      liquidation proceedings, or other proceedings, under any federal or state
      bankruptcy or similar law; and

     

    (ix)  such
      other documents, instruments, certifications, agreements or other items as
      the
      Trustee may reasonably require.

     

    Upon
      satisfaction of such conditions, the Trustee shall authenticate and deliver,
      as
      provided above, such Series of Notes upon execution thereof by each
      Issuer.

     

    Section
      2.4.   Series
      Supplement For Each Series.
      In
      conjunction with the issuance of a new Series, the parties hereto shall execute
      a Series Supplement, which shall specify the relevant terms with respect to
      such
      new Series of Notes, which shall include, as applicable: (i) its name or
      designation, (ii) the Initial Aggregate Note Balance or the method for
      determining the Aggregate Note Balance of the Notes if such Series will have
      a
      variable principal amount, (iii) the Note Rate (or the method for allocating
      interest payments or other cash flows to such Series) with respect to such
      Series, (iv) the interest payment date or dates (if other than a Payment
      Date)

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        
and
        the
        date or dates from which interest shall accrue, (v) the method of allocating
        Collections with respect to such Series and the method by which the principal
        amount of Notes of such Series shall amortize or accrete, (vi) the names
        of any
        Series Accounts to be used by such Series and the terms governing the operation
        of any such accounts, (vii) the terms of any Enhancement with respect to
        such
        Series, (viii) the Enhancement Provider with respect to such Series, if any,
        (ix) the name of the Clearing Agency, if any, or Foreign Clearing Agency,
        if
        any, (x) the terms on which the Notes of such Series may be redeemed,
        repurchased or remarketed to other investors, (xi) whether the Notes of such
        Series will be issued in multiple Classes and, if so, the rights and priorities
        of each such Class, and (xii) any other relevant terms of such Series of
        Notes
        that do not conflict with the provisions of this Base Indenture (all such
        terms,
        the “Principal
        Terms”
of
        such
        Series).

    

     

    Section
      2.5.   Execution
      and Authentication.
      (a)
      An
      Authorized Officer of each Issuer shall sign the Notes by manual, facsimile
      or
      electronically scanned signature. If an Authorized Officer whose signature
      is on
      a Note no longer holds that office at the time the Note is authenticated, the
      Note shall nevertheless be valid.

     

    (b)  At
      any
      time and from time to time after the execution and delivery of this Base
      Indenture, the Issuers may deliver Notes of any particular Series executed
      by
      each Issuer to the Trustee for authentication, together with one or more Company
      Orders for the authentication and delivery of such Notes, and the Trustee,
      in
      accordance with such Company Order and this Base Indenture, shall authenticate
      and deliver such Notes.

     

    (c)  No
      Note
      shall be entitled to any benefit under the Indenture or be valid for any purpose
      unless there appears on such Note a certificate of authentication substantially
      in the form provided for herein, duly executed by the Trustee by the manual
      signature of a Trust Officer. Such signatures on such certificate shall be
      conclusive evidence, and the only evidence, that the Note has been duly
      authenticated under the Indenture. The Trustee may appoint an authenticating
      agent acceptable to the Issuers to authenticate Notes. Unless limited by the
      term of such appointment, an authenticating agent may authenticate Notes
      whenever the Trustee may do so. Each reference in this Base Indenture to
      authentication by the Trustee includes authentication by such agent. The
      Trustee’s certificate of authentication shall be in substantially the following
      form:

     

    This
      is
      one of the Notes of a series issued under the within-mentioned
      Indenture.

     

    U.S.
      BANK
      NATIONAL ASSOCIATION,

     

    as
      Trustee


     

    By:             

    Authorized
      Signatory

     

    (d)  Each
      Note
      shall be dated and issued as of the date of its authentication by the
      Trustee.

     

    (e)  Notwithstanding
      the foregoing, if any Note shall have been authenticated and delivered hereunder
      but never issued and sold by the Issuers, and the Issuers shall
      deliver

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        
such
        Note
        to the Trustee for cancellation as provided in Section
        2.13
        together
        with a written statement stating that such Note has never been issued and
        sold
        by the Issuers, for all purposes of the Indenture such Note shall be deemed
        never to have been authenticated and delivered hereunder and shall not be
        entitled to the benefits of the Indenture.

    

     

    Section
      2.6.   Registration
      of Transfer and Exchange of Notes.
      (a)
      The
      Issuers shall cause to be kept at the office or agency to be maintained by
      a
      transfer agent and registrar (the “Registrar”),
      a
      register (the “Note
      Register”)
      in
      which, subject to such reasonable regulations as it may prescribe, the Registrar
      shall provide for the registration of the Notes of each Series (unless otherwise
      provided in the applicable Series Supplement) and of transfers and exchanges
      of
      the Notes as herein provided. U.S. Bank National Association is hereby initially
      appointed Registrar for the purposes of registering the Notes and transfers
      and
      exchanges of the Notes as herein provided. The Issuers may appoint one or more
      co-registrars. Any reference in the Indenture to the Registrar shall include
      any
      co-registrar unless the context otherwise requires. U.S. Bank National
      Association shall be permitted to resign as Registrar upon 30 days’ written
      notice to the Issuers, any Financial Insurance Provider and the Trustee;
provided,
      however,
      that
      such resignation shall not be effective and U.S. Bank National Association
      shall
      continue to perform its duties as Registrar until the Issuers have appointed
      a
      successor Registrar.

     

    If
      a
      Person other than the Trustee is appointed by the Issuers as the Registrar,
      the
      Issuers will give the Trustee and any Financial Insurance Provider prompt
      written notice of the appointment of such Registrar and of the location, and
      any
      change in the location, of the Registrar, and the Trustee and any Financial
      Insurance Provider shall have the right to inspect the Note Register at all
      reasonable times and to obtain copies thereof.

     

    An
      institution succeeding to the corporate agency business of the Registrar shall
      continue to be the Registrar without the execution or filing of any paper or
      any
      further act on the part of any Issuer or such Registrar.

     

    The
      Registrar shall maintain in The City of New York (and, if so specified in the
      applicable Series Supplement for any Series of Notes, any other city designated
      in such Series Supplement) an office or offices or agency or agencies where
      Notes may be surrendered for registration of transfer or exchange. The Registrar
      initially designates its corporate trust office located at 100 Wall Street,
      Suite 1600, New York, New York 10005, as its office for such purposes. The
      Registrar shall give prompt written notice to the Trustee, the Issuers, any
      Financial Insurance Provider and the Noteholders of any change in the location
      of such office or agency.

     

    Upon
      surrender for registration of transfer of any Note at the office or agency
      of
      the Registrar, if the requirements of Section
      2.6(b)
      and
      Section 8-401(a) of the New York UCC are met, each Issuer shall execute and,
      after the Issuers have executed, the Trustee shall authenticate and (if the
      Registrar is different than the Trustee, then the Registrar shall) deliver
      to
      the Noteholder, in the name of the designated transferee or transferees, one
      or
      more new Notes, in any authorized denominations, of the same Class and a like
      aggregate principal amount.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    At
      the
      option of any Noteholder, Notes may be exchanged for other Notes of the same
      Series in authorized denominations of like aggregate principal amount, upon
      surrender of the Notes to be exchanged at any office or agency of the Registrar
      maintained for such purpose.

     

    Whenever
      any Notes of any Series are so surrendered for exchange, if the requirements
      of
      Section 8-401(a) of the New York UCC are met, each Issuer shall execute and,
      after the Issuers have executed, the Trustee shall authenticate and (if the
      Registrar is different than the Trustee, then the Registrar shall) deliver
      to
      the Noteholder, the Notes which the Noteholder making the exchange is entitled
      to receive.

     

    All
      Notes
      issued upon any registration of transfer or exchange of the Notes shall be
      the
      valid obligations of the Issuers, evidencing the same debt, and entitled to
      the
      same benefits under the Indenture, as the Notes surrendered upon such
      registration of transfer or exchange.

     

    Every
      Note presented or surrendered for registration of transfer or exchange shall
      be
      (i) duly endorsed by, or be accompanied by a written instrument of transfer
      in
      form satisfactory to the Trustee duly executed by, the Holder thereof or such
      Holder’s attorney duly authorized in writing, with a medallion signature
      guarantee, and (ii) accompanied by such other documents as the Trustee may
      require.

     

    The
      preceding provisions of this Section
      2.6
      notwithstanding, the Trustee or the Registrar, as the case may be, shall not
      be
      required to register the transfer of or exchange any Note of any Series for
      a
      period of 15 days preceding the due date for any payment in full of the Notes
      of
      such Series.

     

    Unless
      otherwise provided in the applicable Series Supplement, no service charge shall
      be made for any registration of transfer or exchange of Notes, but the Registrar
      may require payment of a sum sufficient to cover any tax or governmental charge
      that may be imposed in connection with any transfer or exchange of
      Notes.

     

    All
      Notes
      surrendered for registration of transfer and exchange shall be canceled by
      the
      Registrar and disposed of in a manner satisfactory to the Trustee. The Trustee
      shall cancel and destroy any Global Notes upon its exchange in full for
      Definitive Notes and shall deliver a certificate of destruction to the Issuers.
      Such certificate shall also state that a certificate or certificates of each
      Foreign Clearing Agency was received with respect to each portion of such Global
      Note exchanged for Definitive Notes in accordance with the applicable Series
      Supplement.

     

    The
      Issuers shall execute and deliver to the Trustee or the Registrar, as
      applicable, Notes in such amounts and at such times as are necessary to enable
      each of the Trustee and the Registrar to fulfill its responsibilities under
      the
      Indenture and the Notes.

     

    (b)  Unless
      otherwise provided in the applicable Series Supplement, registration of transfer
      of Notes containing a legend relating to the restrictions on transfer of such
      Notes (which legend shall be set forth in the Series Supplement relating to
      such
      Notes) shall be effected only if the conditions set forth in such applicable
      Series Supplement are satisfied.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    Section
      2.7.   Appointment
      of Paying Agent.
      (a)
      The
      Trustee may appoint a Paying Agent with respect to the Notes. The Trustee hereby
      appoints U.S. Bank National Association as the initial Paying Agent. The Paying
      Agent shall have the revocable power to withdraw funds and make distributions
      to
      Noteholders from the appropriate account or accounts maintained for the benefit
      of Noteholders as specified in this Base Indenture or the applicable Series
      Supplement. The Trustee may revoke such power and remove the Paying Agent,
      if
      the Trustee determines in its sole discretion that the Paying Agent shall have
      failed to perform its obligations under the Indenture in any material respect
      or
      for other good cause. The Paying Agent shall be permitted to resign as Paying
      Agent upon 30 days’ written notice to the Trustee. In the event that any Paying
      Agent shall no longer be the Paying Agent, the Trustee shall appoint a successor
      to act as Paying Agent (which shall be a Qualified Institution or a Qualified
      Trust Institution and may be the Trustee) with the consent of each Issuer.
      Any
      reference in the Indenture to the Paying Agent shall include any co-paying
      agent
      unless the context requires otherwise.

     

    (b)  The
      Trustee shall cause each Paying Agent (other than itself) to execute and deliver
      to the Trustee an instrument in which such Paying Agent shall agree with the
      Trustee (and to the extent that the Trustee is acting as Paying Agent, the
      Trustee hereby so agrees in respect of clauses
      (i)
      and
(v)
      below)
      that such Paying Agent will:

     

    (i)  hold
      all
      sums held by it for the payment of amounts due with respect to the Notes in
      trust for the benefit of the Persons entitled thereto until such sums shall
      be
      paid to such Persons or otherwise disposed of as herein provided and pay such
      sums to such Persons as herein provided;

     

    (ii)  give
      the
      Trustee notice of any default by the Issuers of which it has actual knowledge
      in
      the making of any payment required to be made with respect to the
      Notes;

     

    (iii)  at
      any
      time during the continuance of any such default, upon the written request of
      the
      Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying
      Agent;

     

    (iv)  immediately
      resign as a Paying Agent and forthwith pay to the Trustee all sums held by
      it in
      trust for the payment of the Notes if at any time it ceases to meet the
      standards required to be met by a Trustee hereunder at the time of its
      appointment; and

     

    (v)  comply
      with all requirements of the Code with respect to the withholding from any
      payments made by it on any Notes of any applicable withholding taxes imposed
      thereon and with respect to any applicable reporting requirements in connection
      therewith.

     

    An
      institution succeeding to the corporate agency business of the Paying Agent
      shall continue to be the Paying Agent without the execution or filing of any
      paper or any further act on the part of the Trustee or such Paying
      Agent.

     

    (c)  Subject
      to the terms of any Enhancement Agreement and all applicable laws with respect
      to escheat of funds, any money held by the Trustee or any Paying Agent or a
      Clearing Agency or a Foreign Clearing Agency in trust for the payment of any
      amount due with respect to any Note and remaining unclaimed for two (2) years
      after such amount has become

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        
due
        and
        payable shall be discharged from such trust and be paid to the order of the
        Issuers on Company Request. The Holder of such Note shall thereafter, as
        an
        unsecured general creditor, look only to the Issuers (and not to any Financial
        Insurance Provider) for payment thereof (but only to the extent of the amounts
        so paid to any Issuer), and all liability of the Trustee, such Paying Agent,
        such Clearing Agency, such Foreign Clearing Agency or any Financial Insurance
        Provider with respect to such trust money shall thereupon cease; provided,
        however,
        that
        the Trustee or such Paying Agent, before being required to make any such
        repayment, may at the expense of the Issuers cause to be published once,
        in a
        newspaper published in the English language, customarily published on each
        Business Day and of general circulation in New York City, and in a newspaper
        customarily published on each Business Day and of general circulation in
        London,
        notice that such money remains unclaimed and that, after a date specified
        therein, which shall not be less than thirty (30) days from the date of such
        publication, any unclaimed balance of such money then remaining will be repaid
        to the Issuers. The Trustee may also adopt and employ, at the expense of
        the
        Issuers, any other reasonable means of notification of such
        repayment.

    

     

    Section
      2.8.   Noteholder
      List.
      The
      Trustee will furnish or cause to be furnished by the Registrar to any Issuer,
      any Financial Insurance Provider or the Paying Agent, within five (5) Business
      Days after receipt by the Trustee of a request therefor from such Issuer,
      Financial Insurance Provider or the Paying Agent, respectively, in writing,
      a
      list in such form as such Issuer, Financial Insurance Provider or the Paying
      Agent may reasonably require, of the names and addresses of the Noteholders
      as
      of the most recent Record Date for payments to such Noteholders. Unless
      otherwise provided in the applicable Series Supplement, Holders of Notes of
      any
      Series having an aggregate principal amount aggregating not less than 10% of
      the
      Aggregate Note Balance of such Series (the “Applicants”) may apply in writing to
      the Trustee, and if such application states that the Applicants desire to
      communicate with other Noteholders with respect to their rights under the
      Indenture or under the Notes and is accompanied by a copy of the communication
      which such Applicants propose to transmit, then the Trustee, after having been
      adequately indemnified by such Applicants for its costs and expenses, shall
      afford or shall cause the Registrar to afford such Applicants access during
      normal business hours to the most recent list of Noteholders held by the Trustee
      and shall give the Issuers notice that such request has been made, within five
      (5) Business Days after the receipt of such application. Such list shall be
      as
      of a date no more than forty-five (45) days prior to the date of receipt of
      such
      Applicants’ request. Every Noteholder, by receiving and holding a Note, agrees
      with the Trustee that neither the Trustee nor the Registrar shall be held
      accountable by reason of the disclosure of any such information as to the names
      and addresses of the Noteholders hereunder, regardless of the source from which
      such information was obtained.

     

    The
      Trustee shall preserve in as current a form as is reasonably practicable the
      most recent list available to it of the names and addresses of the Noteholders.
      If the Trustee is not the Registrar, the Issuers shall furnish, or cause to
      be
      furnished, to the Trustee at least seven (7) Business Days before each Payment
      Date (or such shorter period as is acceptable to the Trustee) and at such other
      time as the Trustee may request in writing, a list in such form and as of such
      date as the Trustee may reasonably require of the names and addresses of the
      Noteholders.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    Section
      2.9.   Persons
      Deemed Owners.
      Prior
      to due presentation of a Note for registration of transfer, the Trustee, the
      Paying Agent, any Financial Insurance Provider and the Registrar may treat
      the
      Person in whose name any Note is registered as the owner of such Note for the
      purpose of receiving payments pursuant to the Indenture and for all other
      purposes whatsoever, and none of the Trustee, the Paying Agent, any Financial
      Insurance Provider or the Registrar shall be affected by any notice to the
      contrary.

     

    Section
      2.10.   Replacement
      Notes.
      (a)
      If (i)
      any mutilated Note is surrendered to the Trustee, or the Trustee receives
      evidence to its satisfaction of the destruction, loss or theft of any Note,
      and
      (ii) there is delivered to the Trustee and any Financial Insurance Provider
      such
      security or indemnity as may be required by each of them to hold the Issuers,
      such Financial Insurance Provider and the Trustee harmless then, in the absence
      of notice to the Issuers, the Registrar, any Financial Insurance Provider or
      the
      Trustee that such Note has been acquired by a protected purchaser (within the
      meaning of Section 8-303 of the New York UCC), and provided that the
      requirements of Section 8-405 of the New York UCC (which generally permit the
      Issuers to impose reasonable requirements) are met, each Issuer shall execute
      and upon its request the Trustee shall authenticate and deliver, in exchange
      for
      or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement
      Note of like tenor and aggregate principal amount; provided,
      however,
      that if
      any such destroyed, lost or stolen Note, but not a mutilated Note, shall have
      become or within seven (7) days shall be due and payable or shall have been
      called for redemption, instead of issuing a replacement Note, the Issuers may
      pay such destroyed, lost or stolen Note when so due or payable without surrender
      thereof. If, after the delivery of such replacement Note or payment of a
      destroyed, lost or stolen Note pursuant to the proviso to the preceding
      sentence, a protected purchaser (within the meaning of Section 8-303 of the
      New
      York UCC) of the original Note in lieu of which such replacement Note was issued
      presents for payment such original Note, the Issuers and the Trustee shall
      be
      entitled to recover such replacement Note (or such payment) from the Person
      to
      whom it was delivered or any Person taking such replacement Note from such
      Person to whom such replacement Note was delivered or any assignee of such
      Person, except a protected purchaser, and the Issuers, the Trustee and any
      Financial Insurance Provider shall be entitled to recover upon the security
      or
      indemnity provided therefor to the extent of any loss, damage, cost or expense
      incurred by the Issuers, the Trustee or such Financial Insurance Provider in
      connection therewith.

     

    (b)  Upon
      the
      issuance of any replacement Note under this Section
      2.10,
      the
      Issuers may require the payment by the Holder of such Note of a sum sufficient
      to cover any tax or other governmental charge that may be imposed in relation
      thereto and any other reasonable expenses (including the fees and expenses
      of
      the Trustee) connected therewith.

     

    (c)  Every
      replacement Note issued pursuant to this Section
      2.10
      in
      replacement of any mutilated, destroyed, lost or stolen Note shall be entitled
      to all the benefits of the Indenture equally and proportionately with any and
      all other Notes duly issued hereunder.

     

    (d)  The
      provisions of this Section
      2.10
      are
      exclusive and shall preclude (to the extent lawful) all other rights and
      remedies with respect to the replacement or payment of mutilated, destroyed,
      lost or stolen Notes.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    Section
      2.11.   Treasury
      Notes.
      In
      determining whether the Noteholders of the required Aggregate Note Balance
      of
      Notes have concurred in any direction, waiver or consent, Notes owned either
      beneficially or of record by any Issuer or any Affiliate of any Issuer shall
      be
      considered as though they are not Outstanding, except that for the purpose
      of
      determining whether the Trustee shall be protected in relying on any such
      direction, waiver or consent, only Notes of which the Trustee has actual
      knowledge or has received written notice of such ownership shall be so
      disregarded. Absent actual knowledge by, or written notice to, the Trustee
      of
      such ownership, the Trustee shall not be deemed to have knowledge of the
      identity of the individual beneficial owners of the Notes. The Issuers will
      notify the Trustee of any Notes owned or pledged to the Issuers or any of their
      Affiliates promptly upon the acquisition thereof or the creation of such
      pledge.

     

    Section
      2.12.   Temporary
      Notes.
      (a)
      Pending
      the preparation of Definitive Notes issued under Section
      2.16,
      the
      Issuers may prepare and the Trustee, upon receipt of a Company Order, shall
      authenticate and deliver temporary Notes of such Series. Temporary Notes shall
      be substantially in the form of Definitive Notes of like Series but may have
      variations that are not inconsistent with the terms of the Indenture as the
      officers executing such Notes may determine, as evidenced by their execution
      of
      such Notes.

     

    (b)  If
      temporary Notes are issued pursuant to Section
      2.12(a)
      above,
      the Issuers will cause Definitive Notes to be prepared without unreasonable
      delay. After the preparation of Definitive Notes, the temporary Notes shall
      be
      exchangeable for Definitive Notes upon surrender of the temporary Notes at
      the
      office or agency of the Issuers to be maintained as provided in Section
      8.2,
      without
      charge to the Noteholder. Upon surrender for cancellation of any one or more
      temporary Notes, each Issuer shall execute and the Trustee shall authenticate
      and deliver in exchange therefor a like principal amount of Definitive Notes
      of
      authorized denominations. Until so exchanged, the temporary Notes shall in
      all
      respects be entitled to the same benefits under the Indenture as Definitive
      Notes.

     

    Section
      2.13.   Cancellation.
      Each
      Issuer may at any time deliver to the Trustee for cancellation any Notes
      previously authenticated and delivered hereunder which such Issuer may have
      acquired in any manner whatsoever, and all Notes so delivered shall be promptly
      cancelled by the Trustee. The Registrar and the Paying Agent shall forward
      to
      the Trustee any Notes surrendered to them for registration of transfer, exchange
      or payment. The Trustee shall cancel all Notes surrendered for registration
      of
      transfer, exchange, payment, replacement or cancellation. The Issuers may not
      issue new Notes to replace Notes that they have redeemed or paid or that have
      been delivered to the Trustee for cancellation. All cancelled Notes held by
      the
      Trustee shall be disposed of in accordance with the Trustee’s standard
      disposition procedures unless by a written order, signed by two Authorized
      Officers and received by the Trustee in a timely fashion, the Issuers shall
      direct that cancelled Notes be returned to them.

     

    Section
      2.14.   Principal
      and Interest.
      (a)
      The
      principal of each Series of Notes shall be payable at the times and in the
      amount set forth in the applicable Series Supplement and in accordance with
      Section
      6.1.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    (b)  Each
      Series of Notes shall accrue interest as provided in the applicable Series
      Supplement and such interest shall be payable on each Payment Date for such
      Series in accordance with Section
      6.1
      and the
      applicable Series Supplement.

     

    (c)  Except
      as
      provided in the following sentence, the Person in whose name any Note is
      registered at the close of business on any Record Date with respect to a Payment
      Date for such Note shall be entitled to receive the principal and interest
      payable on such Payment Date notwithstanding the cancellation of such Note
      upon
      any registration of transfer, exchange or substitution of such Note subsequent
      to such Record Date. Any interest payable at maturity shall be paid to the
      Person to whom the principal of such Note is payable.

     

    (d)  If
      the
      Issuers default in the payment of interest on the Notes of any Series, such
      interest, to the extent paid on any date that is more than five (5) Business
      Days after the applicable due date, shall, at the option of the Issuers (and,
      so
      long as a Financial Insurance Provider is the Controlling Party, with the
      consent of the Controlling Party), cease to be payable to the Persons who were
      Noteholders of such Series at the applicable Record Date (unless the Financial
      Insurance Provider, if any, has made payment thereof to the Noteholders) and
      the
      Issuers shall pay the defaulted interest in any lawful manner, plus, to the
      extent lawful, interest payable on the defaulted interest, to the Persons who
      are Noteholders of such Series on a subsequent special record date which date
      shall be at least five (5) Business Days prior to the payment date, at the
      rate
      provided in the Indenture and in the Notes of such Series. The Issuers shall
      fix
      or cause to be fixed each such special record date and payment date, and at
      least fifteen (15) days before the special record date. The Issuers (or the
      Trustee, in the name of and at the expense of the Issuers) shall mail to
      Noteholders of such Series a notice that states the special record date, the
      related payment date and the amount of such interest to be paid.

     

    Section
      2.15.   Book-Entry
      Notes.
      (a)
      Unless
      otherwise provided in any applicable Series Supplement, the Notes of each
      Series, upon original issuance, shall be issued in the form of one or more
      Global Notes representing the Book-Entry Notes, to be delivered to the
      depository specified in such Series Supplement (the “Depository”)
      which
      shall be the Clearing Agency or the Foreign Clearing Agency, on behalf of such
      Series. The Notes of each Series shall, unless otherwise provided in the
      applicable Series Supplement, initially be registered on the Note Register
      in
      the name of the Clearing Agency, the Foreign Clearing Agency, the nominee of
      the
      Clearing Agency or the nominee of the Foreign Clearing Agency. No Note Owner
      will receive a definitive note representing such Note Owner’s interest in the
      related Series of Notes, except as provided in Section
      2.16.
      Unless
      and until definitive, fully registered Notes (“Definitive
      Notes”)
      of any
      Series have been issued to Note Owners pursuant to Section
      2.16:

     

    (i)  the
      provisions of this Section
      2.15
      shall be
      in full force and effect with respect to such Series:

     

    (ii)  the
      Paying Agent, the Registrar, any Financial Insurance Provider and the Trustee
      may deal with the Clearing Agency or the Foreign Clearing Agency and the
      applicable Clearing Agency Participants for all purposes of the Indenture
      (including the making of payments on the Notes and the giving of instructions
      or
      directions hereunder) as the authorized representatives of the Note
      Owners;

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    (iii)  to
      the
      extent that the provisions of this Section
      2.15
      conflict
      with any other provisions of the Indenture, the provisions of this Section
      2.15
      shall
      control;

     

    (iv)  subject
      to the rights of the Controlling Party under the Indenture, whenever the
      Indenture requires or permits actions to be taken based upon instructions or
      directions of Holders of Notes evidencing a specified percentage of the
      Outstanding principal amount of the Notes, the applicable Clearing Agency shall
      be deemed to represent such percentage only to the extent that it has received
      instructions to such effect from Note Owners and/or their related Clearing
      Agency Participants owning or representing, respectively, such required
      percentage of the beneficial interest in the Notes and has delivered such
      instructions to the Trustee; and

     

    (v)  subject
      to the rights of the Controlling Party under the Indenture, the rights of Note
      Owners of each such Series shall be exercised only through the applicable
      Clearing Agency or Foreign Clearing Agency and their related Clearing Agency
      Participants and shall be limited to those established by law and agreements
      between such Note Owners and the Clearing Agency or Foreign Clearing Agency
      and/or the Clearing Agency Participants, and all references in the Indenture
      to
      actions by the Noteholders shall refer to actions taken by the Clearing Agency
      or the Foreign Clearing Agency upon instructions from the Clearing Agency
      Participants, and all references in the Indenture to distributions, notices,
      reports and statements to the Noteholders shall refer to distributions, notices,
      reports and statements to the Clearing Agency or the Foreign Clearing Agency,
      as
      registered holder of the Notes of such Series for distribution to the Note
      Owners in accordance with the procedures of the Clearing Agency or Foreign
      Clearing Agency. Unless and until Definitive Notes of such Series are issued
      pursuant to Section
      2.16,
      the
      applicable Clearing Agencies will make book-entry transfers among their related
      Clearing Agency Participants and receive and transmit payments of principal
      and
      interest on the Notes to such Clearing Agency Participants.

     

    Section
      2.16.   Definitive
      Notes.
      If (i)
      (A) the Issuers advise the Trustee in writing that the Clearing Agency or the
      Foreign Clearing Agency is no longer willing or able to discharge properly
      its
      responsibilities as Depository, and (B) the Trustee or the Issuers are unable
      to
      locate a qualified successor, (ii) the Issuers, at their option, advise the
      Trustee in writing that they elect to terminate the book-entry system through
      the Clearing Agency or Foreign Clearing Agency with respect to any Series or
      (iii) after the occurrence of an Event of Default, Note Owners of more than
      50%
      of the Aggregate Note Balance of a Series of Notes advise the Trustee and the
      applicable Clearing Agency or the Foreign Clearing Agency through the applicable
      Clearing Agency Participants in writing that the continuation of a book-entry
      system through the applicable Clearing Agency or Foreign Clearing Agency is
      no
      longer in the best interests of such Note Owners, the Trustee shall notify
      all
      Note Owners of such Series, through the applicable Clearing Agency Participants,
      of the occurrence of any such event and of the availability of Definitive Notes
      to Note Owners of such Series requesting the same. Upon surrender to the Trustee
      of the Notes of such Series by the applicable Clearing Agency or Foreign
      Clearing Agency, accompanied by registration instructions from the applicable
      Clearing Agency or Foreign Clearing Agency for registration, each Issuer shall
      execute and the Trustee shall authenticate and (if the Registrar is different
      than the Trustee, then the Registrar shall) deliver the Definitive Notes in
      accordance with the instructions of the Clearing Agency. Neither the
      Issuers

     

    
      
        
        

      

      
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nor
        the
        Trustee shall be liable for any delay in delivery of such instructions and
        may
        conclusively rely on, and shall be protected in relying on, such instructions.
        Upon the issuance of Definitive Notes of such Series all references herein
        to
        obligations imposed upon or to be performed by the applicable Clearing Agency
        or
        Foreign Clearing Agency shall be deemed to be imposed upon and performed
        by the
        Trustee, to the extent applicable with respect to such Definitive Notes,
        and the
        Trustee shall recognize the Holders of the Definitive Notes of such Series
        as
        Noteholders of such Series hereunder.

    

     

    Section
      2.17.   Tax
      Treatment.
      The
      Issuers have structured the Indenture and the Notes have been (or will be)
      issued with the intention that the Notes will qualify under applicable tax
      law
      as indebtedness of the Issuers and any entity acquiring any direct or indirect
      interest in any Note by acceptance of its Notes (or, in the case of a Note
      Owner, by virtue of such Note Owner’s acquisition of a beneficial interest
      therein) agrees to treat the Notes (or beneficial interests therein) for
      purposes of federal, state and local and income or franchise taxes and any
      other
      tax imposed on or measured by income, as indebtedness of the Issuers. Each
      Noteholder agrees that it will cause any Note Owner acquiring an interest in
      a
      Note through it to comply with the Indenture as to treatment as indebtedness
      for
      such tax purposes.

     

    Section
      2.18.   CUSIP
      Numbers.
      The
      Issuers may use “CUSIP” numbers in respect of any Series of Notes (if then
      generally in use), and, if so, the Trustee shall use “CUSIP” numbers in notices
      of redemption in respect of such Series of Notes as a convenience to Holders;
      provided that any such notice may state that no representation is made as to
      the
      correctness of such numbers either as printed on the Notes of such Series or
      as
      contained in any notice of a redemption and that reliance may be placed only
      on
      the other identification numbers printed on the Notes of such Series, and any
      such redemption shall not be affected by any defect in or omission of such
      numbers. The Issuers will promptly notify the Trustee in writing of any change
      in any such “CUSIP” numbers.

     

    ARTICLE
      3.  

     

     

    SECURITY

     

    Section
      3.1.   Grant
      of Security Interest

     

    .
      (a)
      To
      secure the Issuer Obligations, USF hereby pledges, assigns, conveys, delivers,
      transfers and sets over to the Trustee, for the benefit of the Noteholders
      and,
      to the extent provided in any Series Supplement, any Enhancement Providers
      (including any Financial Insurance Provider) and any counterparty to an interest
      rate swap agreement with respect to the Notes (collectively, the “Secured
      Parties”),
      and
      hereby grants to the Trustee, for the benefit of the Secured Parties, a security
      interest in, all of USF’s right, title and interest in, to and under all of the
      following property whether now or hereafter existing, acquired or created (all
      of the foregoing being referred to as the “USF
      Collateral”):

     

    (i)  each
      Collateral Agreement to which it is a party, including all monies due and to
      become due to USF under or in connection with such Collateral Agreements,
      whether payable as distributions, fees, expenses, costs, indemnities, insurance
      recoveries, damages for the breach of any of the Collateral Agreements or
      otherwise, all security for amounts payable thereunder and all rights, remedies,
      powers, privileges and claims of USF (but not its obligations) against any
      party
      under or with respect to the Collateral

     

    
      
        
        

      

      
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Agreements
        (whether arising pursuant to the terms of such Collateral Agreements or
        otherwise available to USF at law or in equity), the right to enforce any
        of
        such Collateral Agreements and to give or withhold any and all consents,
        requests, notices, directions, approvals, extensions or waivers under or
        with
        respect to such Collateral Agreements or the obligations of any party
        thereunder;

    

     

    (ii)  the
      Cargo
      Van/Pick-Up Truck SPV Membership Interests, including all rights of USF as
      a
      Member under each Cargo Van/Pick-Up Truck SPV Limited Liability Company
      Agreement, including all moneys and other property distributable thereunder
      to
      USF and all rights, remedies, powers, privileges and claims of USF against
      any
      other party under or with respect to each Cargo Van/Pick-Up Truck SPV Limited
      Liability Company Agreement (whether arising pursuant to the terms of such
      Cargo
      Van/Pick-Up Truck SPV Limited Liability Company Agreement or otherwise available
      to USF at law or in equity), the right to enforce each Cargo Van/Pick-Up Truck
      SPV Limited Liability Company Agreement and to give or withhold any and all
      consents, requests, notices, directions, approvals, extensions or waivers under
      or with respect to each Cargo Van/Pick-Up Truck SPV Limited Liability Company
      Agreement;

     

    (iii)  the
      Cargo
      Van/Pick-Up Truck Collection Account, all monies on deposit from time to time
      in
      the Cargo Van/Pick-Up Truck Collection Account and all Proceeds
      thereof;

     

    (iv)  the
      Cargo
      Van/Pick-Up Truck Purchase Account, all monies on deposit from time to time
      in
      the Cargo Van/Pick-Up Truck Purchase Account and all Proceeds
      thereof;

     

    (v)  each
      Series Account, all monies on deposit from time to time in such Series Account
      and all Proceeds thereof;

     

    (vi)  all
      Investment Property credited to the Issuer Accounts;

     

    (vii)  all
      additional property that may from time to time hereafter (pursuant to the terms
      of any Series Supplement or otherwise) be subjected to the grant and pledge
      hereof by USF or by anyone on its behalf; and

     

    (viii)  to
      the
      extent not otherwise included, all Proceeds and products of any and all of
      the
      foregoing and all collateral security and guarantees given by any Person with
      respect to any of the foregoing.

     

    (b)  To
      secure
      the Issuer Obligations, each Cargo Van/Pick-Up Truck SPV hereby pledges,
      assigns, conveys, delivers, transfers and sets over to the Trustee, for the
      benefit of the Secured Parties, and hereby grants to the Trustee, for the
      benefit of the Secured Parties, a security interest in, all of such Cargo
      Van/Pick-Up Truck SPV’s right, title and interest in, to and under all of the
      following property whether now or hereafter existing, acquired or created (all
      of the foregoing being referred to as the “Cargo
      Van/Pick-Up Truck SPV Collateral”
and,
      together with the USF Collateral, the “Collateral”):

     

    
      
        
        

      

      
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    (i)  all
      vans
      and pick-up trucks owned by such Cargo Van/Pick-Up Truck SPV, and all
      Certificates of Title with respect thereto; 

     

    (ii)  all
      payments under insurance policies or any warranty payable by reason of loss
      or
      damage to, or otherwise with respect to, any of the vans or pick-up trucks
      owned
      by such Cargo Van/Pick-Up Truck SPV;

     

    (iii)  all
      proceeds from the sale or other disposition of any van or pick-up truck owned
      by
      such Cargo Van/Pick-Up Truck SPV, including all monies due in respect of any
      van
      or pick-up truck under the SPV Fleet Owner Agreement;

     

    (iv)  the
      SPV
      Fleet Owner Agreement and any collateral pledged to such Cargo Van/Pick-Up
      Truck
      SPV (including the rights of the Fleet Manager under the Rental Company
      Contracts to the extent so pledged under the SPV Fleet Owner Agreement) to
      secure the Fleet Manager’s obligations thereunder including all payments due to
      such Cargo Van/Pick-Up Truck SPV under the SPV Fleet Owner Agreement, including
      all Weekly Fleet Owner Payments, Monthly Fleet Owner Payments and Monthly
      Advances, in each case allocable to the Cargo Vans or Pick-Up Trucks, as
      applicable, owned by such Cargo Van/Pick-Up Truck SPV, and all rights, remedies,
      powers, privileges and claims of such Cargo Van/Pick-Up Truck SPV (but not
      its
      obligations) against any other party under or with respect to the SPV Fleet
      Owner Agreement (whether arising pursuant to the terms of the SPV Fleet Owner
      Agreement or any other agreements or otherwise available to the Cargo
      Van/Pick-Up Truck SPV at law or in equity), the right to enforce the SPV Fleet
      Owner Agreement, any Rental Company Contract (to the extent so pledged under
      the
      SPV Fleet Owner Agreement) or any other agreement and to give or withhold any
      and all consents, requests, notices, directions, approvals, extensions or
      waivers under or with respect to the SPV Fleet Owner Agreement, any Rental
      Company Contract (with respect to any Rental Company Contract, to the extent
      so
      pledged in the SPV Fleet Owner Agreement) or any other agreement or the
      obligations of any party thereunder;

     

    (v)  each
      other Collateral Agreement to which such Cargo Van/Pick-Up Truck SPV is a party,
      including all monies due and to become due to such Cargo Van/Pick-Up Truck
      SPV
      under or in connection with such Collateral Agreements, whether payable as
      distributions, fees, expenses, costs, indemnities, insurance recoveries, damages
      for the breach of any of the Collateral Agreements or otherwise, all security
      for amounts payable thereunder and all rights, remedies, powers, privileges
      and
      claims of such Cargo Van/Pick-Up Truck SPV against any party under or with
      respect to such Collateral Agreements (whether arising pursuant to the terms
      of
      such Collateral Agreements or otherwise available to such Cargo Van/Pick-Up
      Truck SPV at law or in equity), the right to enforce any of such Collateral
      Agreements and to give or withhold any and all consents, requests, notices,
      directions, approvals, extensions or waivers under or with respect to such
      Collateral Agreements or the obligations of any party thereunder; 

     

    (vi)  the
      Cargo
      Van/Pick-Up Truck Collection Account, all monies on deposit from time to time
      in
      the Cargo Van/Pick-Up Truck Collection Account and all Proceeds
      thereof;

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    (vii)  the
      Cargo
      Van/Pick-Up Truck Purchase Account, all monies on deposit from time to time
      in
      the Cargo Van/Pick-Up Truck Purchase Account and all Proceeds thereof;


     

    (viii)  each
      Series Account, all monies on deposit from time to time in such Series Account
      and all Proceeds thereof; 

     

    (ix)  all
      Investment Property credited to the Issuer Accounts;

     

    (x)  all
      additional property that may from time to time hereafter (pursuant to the terms
      of any Series Supplement or otherwise) be subjected to the grant and pledge
      hereof by such Cargo Van/Pick-Up Truck SPV or by anyone on its
      behalf;

     

    (xi)  all
      other
      assets of each Cargo Van/Pick-Up Truck SPV now owned or at any time hereafter
      acquired by such Cargo Van/Pick-Up Truck SPV, including all of the following
      (each as defined in the New York UCC): all accounts, chattel paper, deposit
      accounts, documents, general intangibles, goods, instruments (including non-cash
      proceeds notes), securities accounts and other investment property, commercial
      tort claims, letter-of-credit rights, letters of credit and money;
      and

     

    (xii)  to
      the
      extent not otherwise included, all Proceeds and products of any and all of
      the
      foregoing and all collateral security and guarantees given by any Person with
      respect to any of the foregoing.

     

    (c)  Each
      of
      the foregoing grants is made in trust to secure the Issuer Obligations and
      to
      secure compliance with the provisions of this Base Indenture and any Series
      Supplement, all as provided in the Indenture and the Related Documents. The
      Trustee, as Trustee on behalf of the Secured Parties, acknowledges such grants,
      accepts the trusts under this Base Indenture in accordance with the provisions
      of the Indenture and, subject to Sections
      11.1
      and
11.2,
      agrees
      to perform its duties required in the Indenture to the best of its abilities
      to
      the end that the interests of the Secured Parties may be adequately and
      effectively protected. The Collateral shall secure the Notes equally and ratably
      without prejudice, priority or distinction.

     

    (d)  Each
      Cargo Van/Pick-Up Truck SPV shall take, or shall cause to be taken, such action
      as shall be necessary to ensure that the Lien of the Trustee on each Cargo
      Van
      or Pick-Up Truck, as applicable, owned by such Cargo Van/Pick-Up Truck SPV
      (whether owned as of the Effective Date or acquired thereafter) is duly noted
      on
      the Certificate of Title for such Cargo Van or Pick-Up Truck in accordance
      with
      all applicable laws and regulations no later than the In-Service Date with
      respect to such Cargo Van or Pick-Up Truck. The original Certificates of Title
      shall be held by the Administrator pursuant to, and in accordance with, the
      Administration Agreement. The Administrator, or its agent, shall hold such
      titles as agent for each Cargo Van/Pick-Up Truck SPV, in trust for the benefit
      of the Secured Parties and the Trustee.

     

    (e)  Each
      Issuer hereby irrevocably authorizes the Trustee, at any time, and from time
      to
      time, to file or cause to be filed in any filing office in any jurisdiction
      any
      initial UCC financing statements and amendments thereto that (a) indicate the
      Lien of the Trustee on the Collateral, regardless of whether any particular
      asset comprised in the Collateral falls within

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        
the
        scope
        of Article 9 of the UCC, and (b) provide any other information required for
        the
        sufficiency or filing office acceptance of any UCC financing statement or
        amendment. Each Issuer agrees to furnish any such information to the Trustee
        promptly upon the Trustee’s request. Each Issuer also ratifies its authorization
        for the Trustee to have filed or caused to be filed in any UCC jurisdiction
        any
        like initial UCC financing statements or amendments thereto if filed prior
        to
        the date hereof. The Trustee shall have no obligation to file or cause to
        be
        filed any UCC financing statement or continuation statement unless it is
        directed to do so by an Issuer or the Controlling Party and it is provided
        with
        the UCC financing statement in form for filing.

    

     

    Section
      3.2.   Certain
      Rights and Obligations of the Issuers Unaffected.
      (a)
      The
      grant of the security interest in the Collateral to the Trustee on behalf of
      the
      Secured Parties shall not (i) relieve any Issuer from the performance of any
      term, covenant, condition or agreement on such Issuer’s part to be performed or
      observed under or in connection with any of the Collateral Agreements or (ii)
      impose any obligation on the Trustee or any of the Secured Parties to perform
      or
      observe any such term, covenant, condition or agreement on any Issuer’s part to
      be so performed or observed or impose any liability on the Trustee or any of
      the
      Secured Parties for any act or omission on the part of any Issuer or from any
      breach of any representation or warranty on the part of any Issuer.

     

    (b)  Each
      Issuer hereby agrees, jointly and severally, to indemnify and hold harmless
      the
      Trustee and each Secured Party (including, in each case, their respective
      directors, officers, employees and agents) from and against any and all losses,
      liabilities (including liabilities for penalties), claims, demands, actions,
      suits, judgments, reasonable out-of-pocket costs and expenses arising out of
      or
      resulting from the security interest granted hereby, whether arising by virtue
      of any act or omission on the part of any Issuer or otherwise, including the
      reasonable out-of-pocket costs, expenses, and disbursements (including
      reasonable attorneys’ fees and expenses) incurred by the Trustee and any Secured
      Party in enforcing the Indenture or preserving any of their respective rights
      to, or realizing upon, any of the Collateral; provided,
      however,
      the
      foregoing indemnification shall not extend to any action by the Trustee or
      a
      Secured Party which constitutes bad faith, negligence or willful misconduct
      by
      the Trustee, such Secured Party or any other indemnified person hereunder.
      The
      indemnification provided for in this Section
      3.2
      shall
      survive the removal of, or a resignation by, such Person as Trustee as well
      as
      the termination of the Indenture or any Series Supplement.

     

    Section
      3.3.   Performance
      of Collateral Agreements.
      Upon
      the occurrence of a default or breach by any Person party to a Collateral
      Agreement, promptly following a request from the Trustee to do so and at the
      Issuers’ expense, each Issuer agrees to take all such lawful action as permitted
      under the Indenture as the Trustee may reasonably request to compel or secure
      the performance and observance by the Administrator, the Nominee Titleholder,
      the Fleet Manager or any other party to any Collateral Agreement of its
      obligations to such Issuer, in each case in accordance with the applicable
      terms
      thereof, and to exercise any and all rights, remedies, powers and privileges
      lawfully available to such Issuer to the extent and in the manner directed
      by
      the Trustee, including the transmission of notices of default and the
      institution of legal or administrative actions or proceedings to compel or
      secure performance by any party to any Collateral Agreement, of its obligations
      thereunder. If (i) any Issuer shall have failed, within thirty (30) days of
      receiving the direction of the Trustee, to take commercially reasonable action
      to accomplish such directions of the Trustee, (ii) any Issuer refuses to take
      any such action, or

     

    
      
        
        

      

      
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(iii)
        the
        Trustee reasonably determines that such action must be taken immediately,
        the
        Trustee may take such previously directed action and any related action
        permitted under the Indenture which the Trustee thereafter determines is
        appropriate (without the need under this provision or any other provision
        under
        the Indenture to direct the applicable Issuer to take such action). Any such
        action shall be without prejudice to any right to claim an Event of Default
        under the Indenture and any right to proceed thereafter as provided in
Article
        IX.
        Except
        as otherwise expressly provided herein, the Trustee may demand payment or
        delivery of, and shall receive and collect, directly and without intervention
        or
        assistance of any fiscal agent or other intermediary, all money and other
        property payable to or receivable by the Trustee pursuant to the Indenture.
        The
        Trustee shall apply all such money received by it as provided in the Indenture
        and the other Related Documents. Notwithstanding anything herein to the
        contrary, so long as a Financial Insurance Provider is the Controlling Party,
        the Trustee may only act under this Section
        3.3
        with the
        consent of, and shall act at the direction of, the Controlling
        Party.

    

     

    Section
      3.4.   Release
      of Collateral.
      (a)
      From and
      after the date on which the Fleet Manager or the applicable Cargo Van/Pick-Up
      Truck SPV receives the Disposition Proceeds from the sale of a Cargo Van or
      Pick-Up Truck permitted in accordance with Section
      IV
      of the
      SPV Fleet Owner Agreement, such Cargo Van or Pick-Up Truck and the Certificate
      of Title therefor shall be automatically released from the Lien of this Base
      Indenture, and the Trustee shall execute such documents and instruments as
      such
      Cargo Van/Pick-Up Truck SPV may reasonably request (including the power of
      attorney of the Trustee executed on the Effective Date pursuant to Section
      6.1(g)
      of the
      Administration Agreement appointing the Administrator to act as the agent of
      the
      Trustee in releasing the Lien of the Trustee on Cargo Van and Pick-Up Trucks
      sold pursuant to the provisions of this Section
      3.4(a)),
      at
      such Cargo Van/Pick-Up Truck SPV’s expense, to evidence and/or accomplish such
      release.

     

    (b)  The
      Trustee shall, at such time as (i) there is no Note Outstanding and no other
      Issuer Obligations owed to any Person and (ii) any Financial Insurance Provider
      has been released from its obligations under any Enhancement Agreement (other
      than in respect of any preference payments in respect of which such Financial
      Insurance Provider is obligated under its Financial Insurance Policy), release
      any remaining portion of the Collateral from the Lien of the Indenture and
      release to the Issuers any funds then on deposit in the Cargo Van/Pick-Up Truck
      Collection Account, the Cargo Van/Pick-Up Truck Purchase Account and any Series
      Accounts. The Trustee shall release property from the Lien of the Indenture
      pursuant to this Section
      3.4(b)
      only
      upon receipt of a Company Order accompanied by an Officer’s Certificate meeting
      the applicable requirements of Section
      14.3.

     

    Section
      3.5.   Stamp,
      Other Similar Taxes and Filing Fees.
      Each
      Issuer, jointly and severally, shall indemnify and hold harmless the Trustee,
      any Financial Insurance Provider and each Noteholder from any present or future
      claim for liability for any stamp or other similar tax and any penalties or
      interest with respect thereto, that may be assessed, levied or collected by
      any
      jurisdiction in connection with the Indenture or any Collateral. The Issuers
      shall pay (or to the extent incurred by the Trustee or any Financial Insurance
      Provider, reimburse the Trustee and such Financial Insurance Provider) for,
      any
      and all amounts in respect of, all search, filing, recording and registration
      fees, taxes, excise taxes and other similar imposts that may be payable or
      determined to be payable in respect of the execution, delivery, performance
      and/or enforcement of the Indenture.

     

    
      
        
        

      

      
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    ARTICLE
      4.  

     

     

    REPORTS

     

    Section
      4.1.   Agreement
      of the Issuers to Provide Reports and Instructions.

     

    (a)  Reports
      and Certificates.
      Promptly following delivery to the Issuers, the Issuers shall forward, or cause
      to be forwarded, to the Trustee and any Financial Insurance Provider copies
      of
      all reports, certificates, information or other materials delivered to any
      Issuer pursuant to any Collateral Agreement.

     

    (b)  Monthly
      Report.
      On each
      Determination Date, the Issuers shall forward, or cause to be forwarded, to
      the
      Trustee, the Paying Agent and any Enhancement Provider, an Officer’s Certificate
      of each of the Issuers containing the information required by Exhibit
      A
      to this
      Base Indenture (each, a “Monthly
      Report”).

     

    (c)  Monthly
      Noteholders’ Statement.
      On or
      before each Determination Date, the Issuers shall furnish, or cause to be
      furnished, to the Trustee and any Financial Insurance Provider a Monthly
      Noteholders’ Statement substantially in the form provided in the applicable
      Series Supplement.

     

    (d)  Instructions
      as to Withdrawals and Payments.
      The
      Issuers will furnish, or cause to be furnished, to the Trustee or the Paying
      Agent, as applicable, with a copy to any Financial Insurance Provider, written
      instructions to make withdrawals and payments from the Cargo Van/Pick-Up Truck
      Collection Account, the Cargo Van/Pick-Up Truck Purchase Account and any Series
      Accounts and to make drawings under any Enhancement in accordance with the
      requirements of the Indenture. The Trustee and the Paying Agent shall promptly
      follow any such written instructions.

     

    Section
      4.2.   Administrator.
      Pursuant to the Administration Agreement, the Administrator has agreed to
      provide certain reports, instructions and other services on behalf of the
      Issuers. The Noteholders by their acceptance of the Notes consent to the
      provision of such reports by the Administrator in lieu of the Trustee or the
      Issuers.

     

    Section
      4.3.   Reports
      to Noteholders.
      The
      Trustee shall make each Monthly Noteholders’ Statement available on or prior to
      each Payment Date to each Noteholder, with a copy to the Rating Agencies and
      any
      Enhancement Provider, in the method set forth in the applicable Series
      Supplement.

     

    Section
      4.4.   Annual
      Noteholders’ Tax Statement.
      Unless
      otherwise specified in the applicable Series Supplement, on or before January
      31
      of each calendar year, beginning with calendar year 2008, the Paying Agent
      shall
      furnish to each Person who at any time during the preceding calendar year was
      a
      Noteholder a statement prepared by the Issuers containing the information which
      is required to be contained in the Monthly Noteholders’ Statements with respect
      to the Notes held by such Noteholder aggregated for such calendar year or the
      applicable portion thereof during which such Person was a Noteholder, together
      with such other customary information (consistent with the treatment of the
      Notes as debt) as the Issuers deem necessary or desirable to enable the
      Noteholders to prepare their tax returns with respect to their investment
      in

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        
the
        Notes
        (each such statement, an “Annual
        Noteholders’ Tax Statement”).
        Such
        obligations of the Issuers to prepare and the Paying Agent to distribute
        the
        Annual Noteholders’ Tax Statement shall be deemed to have been satisfied to the
        extent that substantially comparable information shall be provided by the
        Paying
        Agent pursuant to any requirements of the Code as from time to time in
        effect.

    

     

    Section
      4.5.   Rule
      144A Information.
      For so
      long as any of the Notes are “restricted securities” within the meaning of Rule
      144(a)(3) under the Securities Act, the Issuers agree to provide to any
      Noteholder or Note Owner and to any prospective purchaser of Notes designated
      by
      such Noteholder or Note Owner upon the request of such Noteholder or Note Owner
      or prospective purchaser, any information required to be provided to such holder
      or prospective purchaser to satisfy the conditions set forth in Rule 144A(d)(4)
      under the Securities Act.

     

    
      
        
        

      

      
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    ARTICLE
      5.  

     

     

    ALLOCATION
      AND APPLICATION OF COLLECTIONS

     

    Section
      5.1.   Issuer
      Accounts.

     

    (a)  Establishment
      of the Cargo Van/Pick-Up Truck Collection Account.
      On or
      prior to the Effective Date, the Issuers, the Cargo Van/Pick-Up Truck Collection
      Account Securities Intermediary and the Trustee shall have entered into the
      Cargo Van/Pick-Up Truck Collection Account Control Agreement pursuant to which
      the Cargo Van/Pick-Up Truck Collection Account shall be established and
      maintained for the benefit of the Secured Parties. If at any time the Cargo
      Van/Pick-Up Truck Collection Account is no longer an Eligible Deposit Account,
      the Trustee shall, within five (5) Business Days, notify the Issuers and any
      Financial Insurance Provider and cause the Cargo Van/Pick-Up Truck Collection
      Account to be moved to a Qualified Institution or a Qualified Trust Institution
      and cause the depositary maintaining the new Cargo Van/Pick-Up Truck Collection
      Account to assume the obligations of the existing Cargo Van/Pick-Up Truck
      Collection Account Securities Intermediary under the Cargo Van/Pick-Up Truck
      Collection Account Control Agreement.

     

    (b)  Administration
      of the Cargo Van/Pick-Up Truck Collection Account.
      All
      amounts held in the Cargo Van/Pick-Up Truck Collection Account shall be invested
      in accordance with the Cargo Van/Pick-Up Truck Collection Account Control
      Agreement at the written direction of USF in Permitted Investments that mature,
      or that are payable or redeemable upon demand of the holder thereof, on or
      prior
      to the dates specified in any Series Supplement. In the absence of written
      investment instructions hereunder, funds on deposit in the Cargo Van/Pick-Up
      Truck Collection Account shall be invested at the written direction of the
      Controlling Party, or if the Controlling Party gives no such direction, shall
      remain uninvested. USF shall not direct the disposal of any Permitted
      Investments prior to the maturity thereof to the extent such disposal would
      result in a loss of the initial purchase price of such Permitted Investment.
      On
      the Business Day immediately preceding each Payment Date, all interest and
      other
      investment earnings (net of losses and investment expenses) on Collections
      with
      respect to the Notes for such Payment Date shall be treated as Collections
      and
      applied in accordance with any Series Supplement.

     

    (c)  Establishment
      of the Cargo Van/Pick-Up Truck Purchase Account.
      On or
      prior to the Effective Date, the Issuers, the Cargo Van/Pick-Up Truck Purchase
      Account Securities Intermediary and the Trustee shall have entered into the
      Cargo Van/Pick-Up Truck Purchase Account Control Agreement pursuant to which
      the
      Cargo Van/Pick-Up Truck Purchase Account shall be established and maintained
      for
      the benefit of the Secured Parties. If at any time the Cargo Van/Pick-Up Truck
      Purchase Account is no longer an Eligible Deposit Account, the Trustee shall,
      within five (5) Business Days, notify the Issuers and any Financial Insurance
      Provider and cause the Cargo Van/Pick-Up Truck Purchase Account to be moved
      to a
      Qualified Institution or a Qualified Trust Institution and cause the depositary
      maintaining the new Cargo Van/Pick-Up Truck Purchase Account to assume the
      obligations of the existing Cargo Van/Pick-Up Truck Purchase Account Securities
      Intermediary under the Cargo Van/Pick-Up Truck Purchase Account Control
      Agreement.

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    (d)  Administration
      of the Cargo Van/Pick-Up Truck Purchase Account.
      All
      amounts held in the Cargo Van/Pick-Up Truck Purchase Account shall be invested
      in accordance with the Cargo Van/Pick-Up Truck Purchase Account Control
      Agreement at the written direction of USF in Permitted Investments that mature,
      or that are payable or redeemable upon demand of the holder thereof, on or
      prior
      to the dates specified in any Series Supplement. In the absence of written
      investment instructions hereunder, funds on deposit in the Cargo Van/Pick-Up
      Truck Purchase Account shall be invested at the written direction of the
      Controlling Party, or if the Controlling Party gives no such direction, shall
      remain uninvested. USF shall not direct the disposal of any Permitted
      Investments prior to the maturity thereof to the extent such disposal would
      result in a loss of the initial purchase price of such Permitted Investment.
      On
      the Business Day immediately preceding each Payment Date, all interest and
      other
      investment earnings (net of losses and investment expenses) on amounts on
      deposit in the Cargo Van/Pick-Up Truck Purchase Account during the Related
      Monthly Period shall be treated as Collections, deposited into the Cargo
      Van/Pick-Up Truck Collection Account and allocated in accordance with any Series
      Supplement.

     

    (e)  Establishment
      of Series Accounts.
      To the
      extent specified in the Series Supplement with respect to any Series of Notes,
      the Trustee may establish and maintain one or more Series Accounts to facilitate
      the proper allocation of Collections in accordance with the terms of such Series
      Supplement.

     

    Section
      5.2.   Collections
      and Allocations.

     

    (a)  Collections
      in General.
      Until
      this Base Indenture is terminated pursuant to Section
      12.1,
      each
      Issuer shall, and the Trustee is authorized to, cause all Collections due and
      to
      become due to be deposited in the following manner:

     

    (i)  all
      payments of Weekly Fleet Owner Payments, Monthly Fleet Owner Payments, Monthly
      Advances and any other payments under the SPV Fleet Owner Agreement shall be
      paid directly by the Fleet Manager to the Trustee for deposit into the Cargo
      Van/Pick-Up Truck Collection Account; 

     

    (ii)  prior
      to
      the occurrence of a Rapid Amortization Event, (x) an amount of Disposition
      Proceeds from the sale or disposition of any Cargo Van or Pick-Up Truck equal
      to
      the Disposition Proceeds Purchase Account Amount shall be deposited directly
      into the Cargo Van/Pick-Up Truck Purchase Account or shall be deposited into
      the
      Cargo Van/Pick-Up Truck Purchase Account within two (2) Business Days of receipt
      by the Fleet Manager and (y) an amount of Disposition Proceeds for the sale
      or
      disposition of any Cargo Van or Pick-Up Truck equal to the Disposition Proceeds
      Collection Account Amount shall be deposited directly into the Cargo Van/Pick-Up
      Truck Collection Account or shall be deposited into the Cargo Van/Pick-Up Truck
      Collection Account within two (2) Business Days of receipt by the Fleet
      Manager;

     

    (iii)  following
      the occurrence and during the continuance of a Rapid Amortization Event, all
      Disposition Proceeds shall be deposited directly into the Cargo Van/Pick-Up
      Truck Collection Account or shall be deposited into the Cargo
      Van/Pick-Up

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        
    Truck
        Collection Account within two (2) Business Days of receipt by the Fleet Manager;
        and

    

     

    (iv)  all
      other
      Collections from any other source shall be either paid directly into the Cargo
      Van/Pick-Up Truck Collection Account at such times as such amounts are due
      or
      deposited by the Fleet Manager into the Cargo Van/Pick-Up Truck Collection
      Account within two (2) Business Days of receipt by the Fleet
      Manager.

     

    All
      monies, instruments, cash and other proceeds received by the Trustee pursuant
      to
      this Base Indenture shall be immediately deposited in the Cargo Van/Pick-Up
      Truck Collection Account and shall be applied as provided in the applicable
      Series Supplement.

     

    (b)  Fleet
      Manager Withdrawal.
      On the
      Business Day preceding any Monthly Fleet Owner Payment Date, the Administrator
      may direct the Trustee in writing (with a copy to any Financial Insurance
      Provider) pursuant to the Administration Agreement to, and the Trustee shall,
      withdraw from the Cargo Van/Pick-Up Truck Collection Account and pay to the
      Fleet Manager on such Monthly Fleet Owner Payment Date any amount up to the
      Monthly Fleet Manager Excess Amount, if any, for such Monthly Fleet Owner
      Payment Date (any such payment, a “Fleet
      Manager Withdrawal”).

     

    Section
      5.3.   Determination
      of Monthly Interest.
      Monthly
      payments of interest on each Series of Notes shall be determined, allocated
      and
      distributed in accordance with the procedures set forth in the applicable Series
      Supplement.

     

    Section
      5.4.   Determination
      of Monthly Principal.
      Monthly
      payments of principal of each Series of Notes shall be determined, allocated
      and
      distributed in accordance with the procedures set forth in the applicable Series
      Supplement. However, all principal of or interest on any Series of Notes shall
      be due and payable no later than the Legal Final Maturity Date with respect
      to
      such Series.

     

    Section
      5.5.   Misdirected
      Collections.
      Each
      Issuer agrees that if any Collections are received by such Issuer in an account
      other than the Cargo Van/Pick-Up Truck Collection Account or in any other
      manner, such monies, instruments, cash and other proceeds shall be, within
      one
      (1) Business Day of the identification of such payment, paid over to, the
      Trustee, with any necessary endorsement.

     

    [THE
      REMAINDER OF ARTICLE 5 IS RESERVED AND MAY BE SPECIFIED IN ANY SUPPLEMENT WITH
      RESPECT TO ANY SERIES.]

     

    ARTICLE
      6.  

     

     

    DISTRIBUTIONS

     

    Section
      6.1.   Distributions
      in General.
      (a)
      Unless
      otherwise specified in the applicable Series Supplement, on each Payment Date,
      the Paying Agent shall pay to the Noteholders of record on the preceding Record
      Date the amounts payable thereto hereunder by check mailed first-class postage
      prepaid to such Noteholder at the address for such Noteholder appearing in
      the
      Note Register except that with respect to Notes registered in the name of
      a

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        
Clearing
        Agency or a Foreign Clearing Agency or its nominee, such amounts shall be
        payable by wire transfer of immediately available funds released by the Paying
        Agent from the applicable Series Account no later than Noon (New York City
        time)
        on the Payment Date for credit to the account designated by such Clearing
        Agency
        or Foreign Clearing Agency or its nominee, as applicable; provided,
        however,
        that,
        the final principal payment due on a Note shall only be paid to the Noteholder
        on due presentment of such Note for cancellation in accordance with the
        provisions of the Note.

    

     

    (b)  Unless
      otherwise specified in the applicable Series Supplement, (i) all distributions
      to Noteholders of all Classes within a Series of Notes will have the same
      priority and (ii) in the event that on any date of determination the amount
      available to make payments to the Noteholders is not sufficient to pay all
      sums
      required to be paid to such Noteholders on such date, then each Class of
      Noteholders will receive its ratable share (based upon the aggregate amount
      due
      to such Class of Noteholders) of the aggregate amount available to be
      distributed in respect of the Notes.

     

    ARTICLE
      7.  

     

     

    REPRESENTATIONS
      AND WARRANTIES

     

    Each
      Issuer hereby represents and warrants, for the benefit of the Trustee and the
      Secured Parties, as follows as of each Closing Date and as of each Funding
      Date:

     

    Section
      7.1.   Existence
      and Power.
      Such
      Issuer (a) is a limited liability company duly formed, validly existing and
      in
      good standing under the laws of the State of Nevada, (b) is duly qualified
      to do
      business as a foreign limited liability company and in good standing under
      the
      laws of each jurisdiction where the character of its property, the nature of
      its
      business or the performance of its obligations under the Related Documents
      make
      such qualification necessary, and (c) has all limited liability company powers
      and all governmental licenses, authorizations, consents and approvals required
      to carry on its business as now conducted and for purposes of the transactions
      contemplated by this Base Indenture and the other Related Documents, except,
      in
      the case of clause
      (b),
      for
      such failures to be so qualified as could not reasonably be expected to result
      in a Material Adverse Effect.

     

    Section
      7.2.   Limited
      Liability Company and Governmental Authorization.
      The
      execution, delivery and performance by such Issuer of this Base Indenture,
      the
      related Series Supplement and each other Related Document to which it is a
      party
      (a) is within such Issuer’s limited liability company powers, (b) has been duly
      authorized by all necessary limited liability company action, (c) requires
      no
      action by or in respect of, or filing with, any Governmental Authority which
      has
      not been obtained and (d) does not contravene, or constitute a default under,
      any Requirement of Law with respect to such Issuer or Contractual Obligation
      with respect to such Issuer or result in the creation or imposition of any
      Lien
      on any property of such Issuer, except for Permitted Liens. This Base Indenture
      and each of the other Related Documents to which such Issuer is a party has
      been
      executed and delivered by a duly Authorized Officer of such Issuer.

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

    Section
      7.3.   Binding
      Effect.
      This
      Base Indenture and each other Related Document to which such Issuer is a party
      is a legal, valid and binding obligation of such Issuer enforceable against
      such
      Issuer in accordance with its terms (except as such enforceability may be
      limited by bankruptcy, insolvency, fraudulent conveyance, reorganization,
      moratorium and other similar laws affecting creditors’ rights generally or by
      general equitable principles, whether considered in a proceeding at law or
      in
      equity and by an implied covenant of good faith and fair dealing or, solely
      in
      the case of any Related Document providing for indemnification for violations
      of
      federal securities laws, public policy considerations).

     

    Section
      7.4.   Financial
      Information; Financial Condition.
      All
      reports, certificates, information or other materials which have been or shall
      hereafter be furnished by such Issuer to the Trustee, any Financial Insurance
      Provider and the Rating Agencies pursuant to Section
      4.1
      do and
      will, to the extent applicable, present fairly the financial condition of the
      entities involved as of the dates thereof and the results of their operations
      for the periods covered thereby.

     

    Section
      7.5.   Litigation.
      There
      is no action, suit or proceeding pending against or, to the knowledge of such
      Issuer, threatened against or affecting such Issuer before any court or
      arbitrator or any Governmental Authority that could materially adversely affect
      the financial position, results of operations, business, properties,
      performance, prospects or condition (financial or otherwise) of such Issuer
      or
      which could reasonably be expected to result in a Material Adverse
      Effect.

     

    Section
      7.6.   No
      ERISA Plan.
      Such
      Issuer has not established and does not maintain or contribute to any Pension
      Plan and will not do so as long as any Notes are Outstanding.

     

    Section
      7.7.   Tax
      Filings and Expenses.
      Such
      Issuer has filed all federal, state and local tax returns and all other tax
      returns which, to the knowledge of such Issuer, are required to be filed by
      it
      (whether informational returns or not), and has paid all taxes due, if any,
      pursuant to said returns or pursuant to any assessment received by such Issuer,
      except such taxes, if any, as are being contested in good faith and for which
      adequate reserves have been set aside on its books and are being maintained
      in
      accordance with GAAP. Such Issuer has not received in writing any proposed
      tax
      assessment. Such Issuer has paid all fees and expenses required to be paid
      by it
      in connection with the conduct of its business, the maintenance of its existence
      and its qualification as a foreign limited liability company authorized to
      do
      business in each state in which it is required to so qualify, except where
      the
      failure to pay any such fees and expenses is not reasonably likely to have
      a
      Material Adverse Effect.

     

    Section
      7.8.   Disclosure.
      All
      certificates, reports, statements, documents and other information furnished
      to
      the Trustee or any Financial Insurance Provider by or on behalf of such Issuer
      pursuant to any provision of this Base Indenture or any Related Document, or
      in
      connection with or pursuant to any amendment or modification of, or waiver
      under, this Base Indenture or any Related Document, were, at the time the same
      were so furnished, complete and correct to the extent necessary to give the
      Trustee or such Financial Insurance Provider (when taken together with all
      other
      information furnished to the Trustee prior thereto or contemporaneously
      therewith by or on behalf of such Issuer) true and accurate knowledge of the
      subject matter thereof in all material respects, and the furnishing of the
      same
      to the Trustee or

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        
such
        Financial Insurance Provider shall constitute a representation and warranty
        by
        such Issuer made on the date the same are furnished to the Trustee or such
        Financial Insurance Provider to the effect specified in this Section
        7.8.

    

     

    Section
      7.9.   Investment
      Company Act; Securities Act.
      Such
      Issuer is not, and is not controlled by, an “investment company” within the
      meaning of, and is not required to register as an “investment company” under,
      the Investment Company Act.

     

    Section
      7.10.   Regulations
      T, U and X.
      The
      proceeds of the Notes will not be used to purchase or carry any “margin stock”
(as defined or used in the regulations of the Board of Governors of the Federal
      Reserve System, including Regulations T, U and X thereof). Such Issuer is not
      engaged in the business of extending credit for the purpose of purchasing or
      carrying any margin stock.

     

    Section
      7.11.   No
      Consent.
      No
      consent, action by or in respect of, approval or other authorization of, or
      registration, declaration or filing with, any Governmental Authority or other
      Person is required for the valid execution and delivery by such Issuer of this
      Base Indenture or any Series Supplement or other Related Document to which
      it is
      a party, or for the performance of the obligations of such Issuer hereunder
      or
      thereunder other than such consents, approvals, authorizations, registrations,
      declarations or filings as shall have been obtained by such Issuer prior to
      the
      Closing Date or as contemplated in Section
      7.14.

     

    Section
      7.12.   Solvency.
      Both
      before and after giving effect to the transactions contemplated by this Base
      Indenture and the other Related Documents, such Issuer is solvent within the
      meaning of the Bankruptcy Code and such Issuer is not the subject of any
      voluntary or involuntary case or proceeding seeking liquidation, reorganization
      or other relief with respect to itself or its debts under any bankruptcy or
      insolvency law and no Event of Bankruptcy has
      occurred with respect to such Issuer.

     

    Section
      7.13.   Ownership
      of Membership Interests.
      All of
      the issued and outstanding membership interests of such Issuer are owned by
      (i)
      RTAC, in the case of USF, or (ii) USF, in the case of each other Issuer, in
      each
      case all of which membership interests have been validly issued, are fully
      paid
      and non-assessable and are owned beneficially and of record by (x) RTAC, in
      the
      case of USF, or (y) USF, in the case of each other Issuer and, in each case,
      are
      owned free and clear of all Liens (other than Permitted Liens). USF has no
      subsidiaries other than (i) the Cargo Van/Pick-Up Truck SPVs and (ii) any
      Permitted Note Issuance SPVs.

     

    Section
      7.14.   Security
      Interests.
      (a)
      Such
      Issuer owns and has good and marketable title to the USF Collateral, in the
      case
      of USF, or the Cargo Van/Pick-Up Truck SPV Collateral pledged by such Issuer,
      in
      the case of each other Issuer, in all cases, (x) as of the Effective Date,
      free and clear of all Liens other than the Liens created pursuant to the
      Indenture, and (y) as of any other date thereafter, free and clear of all Liens
      other than Permitted Liens. Such Issuer’s rights under the Collateral Agreements
      to which it is a party constitute general intangibles or accounts under the
      applicable UCC. The Cargo Van/Pick-Up Truck SPV Membership Interests constitute
      general intangibles under the applicable UCC. This Base Indenture constitutes
      a
      valid and continuing Lien on the Collateral in favor of the Trustee on behalf
      of
      the Secured Parties, which Lien on the Collateral has been perfected and is
      prior to all

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        
other
        Liens (other than Permitted Liens) and is enforceable as such as against
        creditors of and purchasers from the Issuers in accordance with its terms,
        except as such enforceability may be limited by bankruptcy, insolvency,
        fraudulent conveyance, reorganization, moratorium and other similar laws
        affecting creditors’ rights generally or by general equitable principles,
        whether considered in a proceeding at law or in equity and by an implied
        covenant of good faith and fair dealing. Such Issuer has received all consents
        and approvals required by the terms of the Collateral to the pledge of the
        Collateral to the Trustee.

    

     

    (b)  Other
      than the security interest granted to the Trustee hereunder, such Issuer has
      not
      pledged, assigned, sold or granted a security interest in the Collateral. As
      of
      the In-Service Date with respect to any Cargo Van or Pick-Up Truck, all action
      necessary to protect and perfect the Trustee’s security interest therein will
      have been duly and effectively taken, including the actions described in
Section
      3.1(d).
      All
      other action necessary, including the filing of UCC-1 financing statements,
      to
      protect and perfect the Trustee’s security interest in all Collateral other than
      Cargo Vans or Pick-Up Trucks has been duly and effectively taken. No security
      agreement, financing statement, equivalent security or lien instrument or
      continuation statement listing such Issuer as debtor covering all or any part
      of
      the Collateral is on file or of record in any jurisdiction, except such as
      may
      have been filed, recorded or made by such Issuer in favor of the Trustee on
      behalf of the Secured Parties in connection with this Base Indenture, and such
      Issuer has not authorized any such filing.

     

    (c)  All
      authorizations in the Indenture for the Trustee to endorse checks, instruments
      and securities and to file UCC financing statements, continuation statements,
      security agreements and other instruments with respect to the Collateral and
      to
      take such other actions with respect to the Collateral authorized by the
      Indenture are powers coupled with an interest and are irrevocable for so long
      as
      the Indenture has not been terminated in accordance with its terms.

     

    (d)  Such
      Issuer’s legal name is U-Haul S Fleet, LLC, in the case of USF, 2007 BE-1, LLC,
      in the case of Cargo Van SPV, or 2007 BP-1, LLC, in the case of Pick-Up Truck
      SPV, and in each case its location within the meaning of Section 9-307 of the
      applicable UCC is the State of Nevada.

     

    Section
      7.15.   Binding
      Effect of Collateral Agreements.
      Each of
      the Collateral Agreements to which such Issuer is a party is in full force
      and
      effect and there are no (x) outstanding Enforcement Events, Termination
      Events, Potential Enforcement Events or Potential Termination Events under
      the
      SPV Fleet Owner Agreement, (y) outstanding Administrator Defaults under the
      Administration Agreement or (z) defaults by the Nominee Titleholder of any
      of
      its obligations or covenants under the Nominee Titleholder
      Agreement.

     

    Section
      7.16.   Non-Existence
      of Other Agreements.
      (a)
      Other
      than as permitted by Section
      8.21,
      Section
      8.23
      and
Section
      8.31,
      (i)
      such Issuer is not a party to any contract or agreement of any kind or nature
      and (ii) such Issuer is not subject to any obligations or liabilities of any
      kind or nature in favor of any third party, including Contingent
      Obligations.

     

    (b)  Such
      Issuer has not engaged in any activities since its formation other than
      (x) those incidental to its formation, the authorization and the issuance
      of the initial Series of

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        
Notes
        and
        the execution of the Related Documents to which it is a party, (y) solely
        in the
        case of USF, those incidental to the formation of any Permitted Note Issuance
        SPV, the authorization and issuance of any Permitted Notes and the execution
        of
        any Permitted Note Issuance Related Documents to which it is a party and
        (z) the performance of the activities referred to in or contemplated by
        such agreements.

    

     

    Section
      7.17.   Compliance
      with Contractual Obligations and Laws.
      Such
      Issuer is not (i) in violation of the USF Limited Liability Agreement, in
      the case of USF, or its Cargo Van/Pick-Up Truck SPV Limited Liability Company
      Agreement, in the case of each other Issuer, (ii) in violation of any
      Requirement of Law with respect to such Issuer or (iii) in violation of any
      Contractual Obligation with respect to such Issuer.

     

    Section
      7.18.   Eligible
      Trucks.
      Each
      Cargo Van or Pick-Up Truck, as applicable, owned by such Issuer was, on the
      date
      of acquisition thereof by such Issuer, an Eligible Truck. 

     

    Section
      7.19.   SPV
      Fleet Owner Agreement.
      Each
      Cargo Van or Pick-Up Truck, as applicable, owned by such Issuer is, and since
      the later of (x) the Effective Date and (y) the date of the acquisition of
      such
      Cargo Van or Pick-Up Truck by such Issuer has been, subject to the SPV Fleet
      Owner Agreement.

     

    Section
      7.20.   No
      Employees.
      Such
      Issuer has no employees.

     

    Section
      7.21.   Environmental
      Matters.
      Except
      as could not reasonably be expected to result in a Material Adverse
      Effect:

     

    (a)  such
      Issuer: (i) is in compliance with all applicable Environmental Laws, (ii) holds
      all Environmental Permits (each of which is in full force and effect), if any,
      required for any of its current operations or for any property owned, leased,
      or
      otherwise operated by it and (iii) is in compliance with all of its
      Environmental Permits;

     

    (b)  there
      is
      no judicial, administrative, or arbitral proceeding (including any notice of
      violation or alleged violation) under or relating to any Environmental Law
      to
      which such Issuer, or to the knowledge of such Issuer will be, named as a party
      that is pending or, to the knowledge of such Issuer, threatened;

     

    (c)  neither
      such Issuer nor any of its Affiliates (in the case of such Affiliates, solely
      with respect to assets of such Issuer) has not received any written request
      for
      information, or been notified in writing that it is a potentially responsible
      party under or relating to the Federal Comprehensive Environmental Response,
      Compensation and Liability Act or any similar Environmental Law;

     

    (d)  neither
      such Issuer nor any of its Affiliates (in the case of such Affiliates, solely
      with respect to assets of such Issuer)has not entered into or agreed to any
      consent decree, order, or settlement or other agreement, and is not subject
      to
      any judgment, decree, or order or other agreement, in any judicial,
      administrative, arbitral, or other forum for dispute resolution, in each case,
      that would be expected to result in ongoing obligations or costs relating to
      compliance with or liability under any Environmental Law; and

     

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

     

    (e)  neither
      such Issuer nor any of its Affiliates (in the case of such Affiliates, solely
      with respect to assets of such Issuer)has not assumed or retained, by contract
      or conduct, any liabilities of any kind, fixed or contingent, known or unknown,
      under any Environmental Law.

     

    Section
      7.22.   Other
      Representations.
      All
      representations and warranties of such Issuer made in each Related Document
      to
      which it is a party are true and correct and are repeated herein as though
      fully
      set forth herein.

     

    ARTICLE
      8.  

     

     

    COVENANTS

     

    Section
      8.1.   Payment
      of Notes.
      The
      Issuers shall pay the principal of and interest (and prepayment premium, if
      any)
      on the Notes when due pursuant to the provisions of this Base Indenture and
      any
      applicable Series Supplement. Principal and interest shall be considered paid
      on
      the date due if the Paying Agent holds on that date money designated for and
      sufficient to pay all principal and interest then due.

     

    Section
      8.2.   Maintenance
      of Office or Agency.
      The
      Issuers will maintain, or cause to be maintained, an office or agency (which
      may
      be an office of the Trustee, Registrar or co-registrar) where Notes may be
      surrendered for registration of transfer or exchange, where notices and demands
      to or upon the Issuers in respect of the Notes and the Indenture may be served,
      and where, at any time when the Issuers are obligated to make a payment of
      principal of and prepayment premium upon the Notes, the Notes may be surrendered
      for payment. The Issuers will give, or cause to be given, prompt written notice
      to the Trustee and any Financial Insurance Provider of the location, and any
      change in the location, of such office or agency. If at any time the Issuers
      shall fail to maintain, or fail to cause to be maintained, any such required
      office or agency or shall fail to furnish, or cause to be furnished, to the
      Trustee and any Financial Insurance Provider the address thereof, such
      presentations, surrenders, notices and demands may be made or served at the
      Corporate Trust Office.

     

    The
      Issuers may also from time to time designate one or more other offices or
      agencies where the Notes may be presented or surrendered for any or all such
      purposes and may from time to time rescind such designations. The Issuers will
      give, or cause to be given, prompt written notice to the Trustee and any
      Financial Insurance Provider of any such designation or rescission and of any
      change in the location of any such other office or agency.

     

    The
      Issuers hereby designate the Corporate Trust Office as one such office or agency
      of the Issuers.

     

    Section
      8.3.   Payment
      of Obligations.
      Each
      Issuer shall pay and discharge, at or before maturity, all of its respective
      material obligations and liabilities, including tax liabilities and other
      governmental claims, except where the same may be contested in good faith by
      appropriate proceedings (provided that there is no resultant risk of any Lien
      (other than a Permitted Lien) or forfeiture of any Collateral), and shall
      maintain, in accordance with GAAP applied on a consistent basis, reserves as
      appropriate for the accrual of any of the same.

     

    
      
        
        

      

      
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    Section
      8.4.   Maintenance
      of Existence.
      Each
      Issuer shall maintain its existence as a limited liability company validly
      existing, and in good standing under the laws of the State of Nevada and duly
      qualified as a foreign limited liability company licensed under the laws of
      each
      state in which the failure to so qualify would be reasonably likely to result
      in
      a Material Adverse Effect.

     

    Section
      8.5.   Compliance
      with Requirements of Law
      and
      Contractual Obligations.
      Each
      Issuer shall comply in all respects with (i) all Requirements of Law with
      respect to such Issuer and all applicable laws, ordinances, rules, regulations,
      and requirements of Governmental Authorities (including ERISA and the rules
      and
      regulations thereunder) and (ii) all Contractual Obligations with respect to
      such Issuer, except, in the case of clause
      (i),
      where
      the necessity of compliance therewith is contested in good faith by appropriate
      proceedings and where such noncompliance would not materially and adversely
      affect the condition, financial or otherwise, operations, performance,
      properties or prospects of such Issuer or its ability to carry out the
      transactions contemplated in this Base Indenture and each other Related
      Document; provided,
      however,
      such
      noncompliance will not result in a Lien (other than a Permitted Lien) on, or
      risk of forfeiture of, any of the Collateral.

     

    Section
      8.6.   Inspection
      of Property, Books and Records.
      Each
      Issuer shall keep proper books of record and account in which full, true and
      correct entries shall be made of all dealings and transactions, business and
      activities; and shall permit the Trustee and any Financial Insurance Provider
      (or any agent thereof) to visit and inspect any of its properties, to examine
      and make abstracts from any of its books and records and to discuss its affairs,
      finances and accounts with its officers, directors, employees and independent
      public accountants, all at such reasonable times upon reasonable notice and
      as
      often as may reasonably be requested.

     

    Section
      8.7.   Compliance
      with Collateral Agreements.
      Each
      Issuer shall comply with all of its obligations under the Collateral Agreements
      to which it is a party. No Issuer will take any action which would permit the
      Fleet Manager or any other Person to have the right to refuse to perform any
      of
      its respective obligations under any of the Collateral Agreements or any other
      instrument or agreement included in the Collateral or that, other than in
      accordance with the terms of the Indenture and the other Collateral Agreements,
      would result in the amendment, waiver, hypothecation, subordination, termination
      or discharge of, or impair the validity or effectiveness of, any Collateral
      Agreement.

     

    (a)  Each
      Issuer agrees that it shall not, without the prior written consent of the
      Trustee acting at the direction of the Controlling Party, exercise any right,
      remedy, power or privilege available to it with respect to any obligor under
      a
      Collateral Agreement or under any instrument or agreement included in the
      Collateral, take any action to compel or secure performance or observance by
      any
      such obligor of its obligations to such Issuer or give any consent, request,
      notice, direction, approval, extension or waiver with respect to any such
      obligor.

     

    (b) Upon
      the
      occurrence of a Termination Event under the SPV Fleet Owner Agreement, no Issuer
      shall, without the prior written consent of the Trustee acting at the direction
      of the Controlling Party, terminate the SPV Fleet Owner Agreement, and the
      Issuers

     

    
      
        
        

      

      
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shall
        terminate the SPV Fleet Owner Agreement if and when so directed by the Trustee
        acting at the direction of the Controlling Party.

    

     

    Section
      8.8.   Notice
      of Defaults.
      (a)
      Each
      Issuer shall, promptly upon becoming aware of any Default, Event of Default,
      Potential Rapid Amortization Event, Rapid Amortization Event, Potential
      Enforcement Event, Enforcement Event, Potential Termination Event, Termination
      Event, Potential Administrator Default, Administrator Default or default by
      the
      Nominee Titleholder of any of its obligations or covenants under the Nominee
      Titleholder Agreement or the existence of a Targeted Note Balance Shortfall,
      give, or cause to be given, to the Trustee, each Enhancement Provider and the
      Rating Agencies notice thereof, together with a certificate of the President,
      Vice President or principal financial officer of such Issuer setting forth
      the
      details thereof and any action with respect thereto taken or contemplated to
      be
      taken by such Issuer.

     

    (b)  Each
      Issuer shall, promptly upon becoming aware of any default under any Related
      Document, give, or cause to be given, to the Trustee, each Enhancement Provider
      and the Rating Agencies written notice thereof.

     

    Section
      8.9.   Notice
      of Material Proceedings.
      Each
      Issuer shall, promptly upon becoming aware thereof, give, or cause to be given,
      to the Trustee, any Financial Insurance Provider and the Rating Agencies written
      notice of the commencement or existence of (i) any litigation, arbitration
      or administrative proceedings against such Issuer or any property of such Issuer
      included in the Collateral and (ii) any proceeding by or before any
      Governmental Authority against or affecting such Issuer, in each case, which
      is
      reasonably likely to have a material adverse effect on the business, condition
      (financial or otherwise), results of operations, properties or performance
      of
      such Issuer or the ability of such Issuer to perform its obligations under
      the
      Indenture or under any other Related Document to which it is a party. In the
      event that any such litigation, arbitration or proceeding shall have been
      commenced, such Issuer shall keep the Trustee and the any Financial Insurance
      Provider informed on a regular basis as reasonably requested by the Trustee
      and
      such Financial Insurance Provider regarding such litigation, arbitration or
      proceeding. The Trustee and such Financial Insurance Provider shall be entitled,
      but not obligated, to consult with such Issuer and any of their Affiliates
      with
      respect to, and participate in the defense or resolution of, any such
      litigation, arbitration or proceeding.

     

    Section
      8.10.   Further
      Requests.
      Each
      Issuer shall promptly furnish, or cause to be furnished, to the Trustee, each
      Enhancement Provider and the Rating Agencies such other information as, and
      in
      such form as, the Trustee or such Enhancement Provider or the Rating Agencies
      may reasonably request in connection with the transactions contemplated hereby
      or by another Related Document.

     

    Section
      8.11.   Further
      Assurances.
      (a)
      Each
      Issuer shall do, or cause to be done, such further acts and things, and execute
      and deliver to the Trustee such additional assignments, agreements, powers
      and
      instruments, as are necessary or desirable to maintain the security interest
      of
      the Trustee in the Collateral on behalf of the Secured Parties as a perfected
      security interest subject to no prior Liens (other than Permitted Liens), to
      carry into effect the purposes of the Indenture and the other Related Documents
      and to better assure and confirm unto the Trustee and the Secured Parties their
      rights, powers and remedies hereunder including the filing of any

     

    
      
        
        

      

      
        32

        
          

        

      

      
        
        
financing
        or continuation statements under the UCC in effect in any jurisdiction with
        respect to the Liens granted hereby. If any Issuer fails to perform any of
        its
        agreements or obligations under this Section 8.11(a),
        the
        Trustee may perform such agreement or obligation, and the reasonable expenses
        of
        the Trustee incurred in connection therewith shall be payable by the Issuers
        upon the Trustee’s demand therefor; provided
        that, so
        long as a Financial Insurance Provider is the Controlling Party, the Trustee
        may
        only take such actions with the consent of, and shall take such actions at
        the
        direction of, the Controlling Party; provided further
        that if
        the Trustee refuses to or does not promptly perform any of its agreements
        or
        obligations under this Section 8.11(a),
        the
        Financial Insurance Provider, if any, may perform such agreement or obligation,
        and the reasonable expenses of such Financial Insurance Provider incurred
        in
        connection therewith shall be payable by the Issuers upon such Financial
        Insurance Provider’s demand therefor. Each Issuer hereby authorizes the Trustee
        and any Financial Insurance Provider to file, or cause to be filed, any such
        financing statement or continuation statement in order to perfect or maintain
        the Lien created by this Base Indenture in the Collateral. If any amount
        payable
        under or in connection with any of the Collateral shall be or become evidenced
        by any promissory note, chattel paper or other instrument, such note, chattel
        paper or instrument shall be deemed to be held in trust and immediately pledged
        and physically delivered to the Trustee hereunder, and shall, subject to
        the
        rights of any Person in whose favor a prior Lien has been perfected, be duly
        endorsed in a manner satisfactory to the Trustee and delivered to the Trustee
        promptly.

    

     

    (b)  Each
      Cargo Van/Pick-Up Truck SPV shall have delivered to the Trustee on or prior
      to
      the Effective Date and shall deliver on an ongoing basis, as applicable, an
      Officer’s Certificate certifying that it has caused or is causing the Trustee’s
      name to be noted as lienholder on the Certificate of Title for each Cargo Van
      or
      Pick-Up Truck, as applicable, owned by such Cargo Van/Pick-Up Truck SPV. Unless
      otherwise provided pursuant to the terms of the Administration Agreement, each
      Cargo Van/Pick-Up Truck SPV shall cause the Administrator to hold the original
      Certificates of Title for each Cargo Van or Pick-Up Truck owned by such Cargo
      Van/Pick-Up Truck SPV as agent for such Cargo Van/Pick-Up Truck SPV in trust
      for
      the benefit of the Trustee, on behalf of the Secured Parties, pursuant to the
      Administration Agreement.

     

    (c)  Each
      Cargo Van/Pick-Up Truck SPV, through the Nominee Titleholder in accordance
      with
      the terms of the Nominee Titleholder Agreement, shall maintain good and
      marketable title to each Cargo Van or Pick-Up Truck, as applicable, owned by
      it.

     

    (d)  If
      any
      Issuer shall obtain an interest in any commercial tort claim (as such term
      is
      defined in the New York UCC) such Issuer shall within ten (10) Business Days
      of
      becoming aware that it has obtained such an interest execute and deliver
      documentation reasonably acceptable to the Controlling Party granting a security
      interest to the Trustee in and to such commercial tort claim.

     

    (e)  Each
      Issuer shall warrant and defend the Trustee’s right, title and interest in and
      to the Collateral and the income, distributions and Proceeds thereof, for the
      benefit of the Trustee on behalf of the Secured Parties, against the claims
      and
      demands of all Persons whomsoever.

     

    
      
        
        

      

      
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    (f)  On
      or
      before March 31 of each calendar year, commencing with March 31, 2008, the
      Issuers shall furnish to the Trustee and any Financial Insurance Provider an
      Opinion of Counsel either stating that, in the opinion of such counsel, such
      action has been taken with respect to the recording, filing, re-recording and
      refiling of this Base Indenture, any indentures supplemental hereto and any
      other requisite documents and with respect to the execution and filing of any
      financing statements and continuation statements as are necessary to maintain
      the perfection of the Lien created by this Base Indenture in the Collateral
      and
      reciting the details of such action or stating that in the opinion of such
      counsel no such action is necessary to maintain the perfection of such Lien.
      Such Opinion of Counsel shall also describe the recording, filing, re-recording
      and refiling of this Base Indenture, any indentures supplemental hereto and
      any
      other requisite documents and the execution and filing of any financing
      statements and continuation statements that will, in the opinion of such
      counsel, be required to maintain the perfection of the Lien of this Base
      Indenture in the Collateral until March 31 in the following calendar
      year.

     

    Section
      8.12.   Liens.
      No
      Issuer shall create, incur, assume or permit to exist any Lien upon any of
      the
      Issuer Assets (including the Collateral), other than (i) Liens in favor of
      the
      Trustee for the benefit of the Secured Parties and (ii) other Permitted
      Liens.

     

    Section
      8.13.   Other
      Indebtedness.
      No
      Cargo Van/Pick-Up Truck SPV shall create, assume, incur, suffer to exist or
      otherwise become or remain liable in respect of any Indebtedness or other
      liabilities other than (i) Indebtedness or other liabilities hereunder and
      (ii) Indebtedness or other liabilities permitted under any other Related
      Document. USF shall not create, assume, incur, suffer to exist or otherwise
      become or remain liable in respect of any Indebtedness or other liabilities
      other than (x) Indebtedness or other liabilities hereunder, (y)
      Indebtedness or other liabilities under any Permitted Note Issuance Indenture
      and (iii) Indebtedness or other liabilities permitted under any other Related
      Document or any Permitted Note Issuance Related Document.

     

    Section
      8.14.   Mergers.
      No
      Issuer shall merge or consolidate with or into any other Person.

     

    Section
      8.15.   Sales
      of
      Collateral.
      No
      Issuer shall sell, lease, transfer, liquidate or otherwise dispose of any
      Collateral, except as expressly permitted (i) with respect to dispositions
      of
      Permitted Investments and any deposits in any Issuer Account, in accordance
      with
Article
      5
      and the
      terms of the applicable Series Supplement, (ii) with respect to dispositions
      of
      Cargo Vans or Pick-Up Trucks, in accordance with Section
      IV
      of the
      SPV Fleet Owner Agreement, (iii) with respect to the assignment of any
      Collateral Agreement, in such Collateral Agreement and (iv) as otherwise
      expressly permitted pursuant to the applicable Series Supplement.

     

    Section
      8.16.   Acquisition
      of Assets.
      No
      Issuer shall acquire, by long-term or operating lease or otherwise, any property
      except as expressly permitted (i) in accordance with Section
      7
      of the
      USF Limited Liability Company Agreement or the applicable Cargo Van/Pick-Up
      Truck SPV Limited Liability Company Agreement, as the case may be, (ii) with
      respect to acquisitions of Permitted Investments, in accordance with
Article
      5
      and the
      terms of the applicable Series Supplement, (iii) with respect to acquisitions
      of
      Cargo Vans or Pick-Up

     

    
      
        
        

      

      
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Trucks,
        in accordance the applicable Series Supplement and (iv) in the case of USF,
        in
        accordance with any Permitted Note Issuance Related
        Documents.

    

     

    Section
      8.17.   Distributions.
      No
      Issuer shall declare or pay any distributions on any of its membership interests
      or make any purchase, redemption or other acquisition of, any of its membership
      interests; provided,
      however,
      that so
      long as no Event of Default or Rapid Amortization Event has occurred and is
      continuing or would result therefrom, each Issuer may declare and pay
      distributions on its membership interests in accordance with the applicable
      provisions of the Nevada Limited Liability Company Act and any other applicable
      laws of the State of Nevada, provided that no Issuer may distribute any amounts
      attributable to Collections unless such amounts were payable to such Issuer
      in
      accordance with the priority of payment provisions set forth in the applicable
      Series Supplement or otherwise released to such Issuer pursuant to the terms
      of
      the Indenture.

     

    Section
      8.18.   Name;
      Principal Office.
      No
      Issuer shall either change its location (within the meaning of Section 9-307
      of
      the New York UCC) or its name without thirty (30) days’ prior written notice to
      the Trustee and any Financial Insurance Provider. In the event that any Issuer
      desires to so change its location or change its name, such Issuer shall make
      any
      required filings and prior to actually changing its location or its name such
      Issuer will deliver, or cause to be delivered, to the Trustee and each
      Enhancement Provider (i) an Officer’s Certificate and an Opinion of Counsel
      confirming that all required filings have been made to continue the perfected
      interest of the Trustee on behalf of the Secured Parties in the Collateral
      in
      respect of the new location or new name of such Issuer and (ii) copies of
      all such required filings with the filing information duly noted thereon by
      the
      office in which such filings were made.

     

    Section
      8.19.   Organizational
      Documents.
      No
      Issuer shall amend its operating agreement unless, prior to such amendment,
      (i) so long as a Financial Insurance Provider is the Controlling Party, the
      Controlling Party shall have consented to such amendment and (ii) each
      Rating Agency shall have confirmed that after such amendment the Rating Agency
      Condition will be met; provided
      that
      with respect to any amendment to any provision other than Sections
      7,
      9(j)
      and
10
      of such
      operating agreement, if such amendment is to cure any mistake, ambiguity defect
      or inconsistency or to correct any provision therein, (x) the failure of any
      Financial Insurance Provider to respond to such Issuer’s written request for
      consent to such amendment, which request refers to this Section
      8.19
      and
      includes the text of this clause
      (x)
      therein
      in its entirety, within fifteen (15) Business Days of actual receipt thereof
      by
      an Authorized Officer of such Financial Insurance Provider will constitute
      such
      Controlling Party’s consent to such amendment and (y) no confirmation of the
      Rating Agency Condition will be required.

     

    Section
      8.20.   Investments.
      No
      Cargo Van/Pick-Up Truck SPV shall make, incur, or suffer to exist any loan,
      advance, extension of credit or other investment in any Person other than with
      respect to Permitted Investments. USF shall not make, incur, or suffer to exist
      any loan, advance, extension of credit or other investment in any Person other
      than (i) with respect to Permitted Investments, (ii) the Cargo Van/Pick-Up
      Truck
      SPV Membership Interests and any membership interests in any Permitted Note
      Issuance SPV and (iii) in accordance with any Permitted Note Issuance
      Indenture.

     

    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

    

     

    Section
      8.21.   No
      Other Agreements.
      No
      Issuer shall (i) enter into or be a party to any agreement or instrument other
      than any Related Document or any documents related to any Enhancement or
      documents and agreements incidental thereto or entered into as contemplated
      in
Section
      8.23
      or
Section
      8.31,
      or, in
      the case of USF, any Permitted Note Issuance Related Document, or (ii) except
      as
      provided for in Sections
      13.1
      or
13.2,
      amend,
      modify or waive any provision of any Related Document to which it is a
      party.

     

    Section
      8.22.   Other
      Business.
      No
      Issuer shall engage in any business or enterprise or enter into any transaction
      other than (i) the transactions contemplated by the Related Documents, (ii)
      in
      the case of USF, the transactions contemplated by any Permitted Note Issuance
      Related Documents, (iii) the incurrence and payment of ordinary course operating
      expenses and (iv) other activities related to or incidental to any of the
      foregoing (including transactions contemplated in Sections
      8.21
      and
8.23).

     

    Section
      8.23.   Maintenance
      of Separate Existence.
      Each
      Issuer shall do all things necessary to continue to be readily distinguishable
      from the Fleet Manager, the Administrator, each Rental Company and the
      Affiliates of the foregoing (other than any Issuer or any Permitted Note
      Issuance SPV) and maintain its limited liability company existence separate
      and
      apart from that of the Fleet Manager, the Administrator, each Rental Company
      and
      Affiliates of the foregoing including:

     

    (i)  practicing
      and adhering to advisable, appropriate and customary organizational formalities,
      such as maintaining appropriate books and records;

     

    (ii)  observing
      all organizational formalities in connection with all dealings between itself
      and the Fleet Manager, the Administrator, each Rental Company, the Affiliates
      of
      the foregoing or any other unaffiliated entity;

     

    (iii)  observing
      all procedures required by its articles of organization, its operating agreement
      and the laws of the State of Nevada;

     

    (iv)  acting
      solely in its name and through its duly authorized officers or agents in the
      conduct of its businesses;

     

    (v)  managing
      its business and affairs by or under the direction of its Managers;

     

    (vi)  ensuring
      that its Managers duly authorize all of its actions to the extent required
      by
      its operating agreement;

     

    (vii)  ensuring
      the receipt of proper authorization, when necessary, from its Members for its
      actions;

     

    (viii)  maintaining
      at least one Manager who is an Independent Manager;

     

    (ix)  except
      as
      expressly provided by the Related Documents or any Permitted Note Issuance
      Related Documents in respect of any other Issuer or any Permitted Note Issuance
      SPV, not (A) having or incurring any Indebtedness to the Fleet Manager,
      the

     

    
      
        
        

      

      
        36

        
          

        

      

      
        
        
Administrator,
        any Rental Company or any Affiliate of the foregoing; (B) guaranteeing or
        otherwise becoming liable for any obligations of the Fleet Manager, the
        Administrator, any Rental Company or any Affiliates of the foregoing; (C)
        having
        obligations guaranteed by the Fleet Manager, the Administrator, any Rental
        Company or any Affiliates of the foregoing; (D) holding itself out as
        responsible for debts of the Fleet Manager, the Administrator, any Rental
        Company or any Affiliates of the foregoing or for decisions or actions with
        respect to the affairs of the Fleet Manager, the Administrator, any Rental
        Company or any Affiliates of the foregoing; (E) failing to correct any known
        misrepresentation with respect to the statement in subsection
        (C);
        (F)
        operating or purporting to operate as an integrated, single economic unit
        with
        respect to the Fleet Manager, the Administrator, any Rental Company, the
        Affiliates of the foregoing or any other unaffiliated entity; (G) seeking
        to
        obtain credit or incur any obligation to any third party based upon the assets
        of the Fleet Manager, the Administrator, any Rental Company, the Affiliates
        of
        the foregoing or any other unaffiliated entity; and (H) inducing any such
        third
        party to reasonably rely on the creditworthiness of the Fleet Manager, the
        Administrator, any Rental Company, the Affiliates of the foregoing or any
        other
        unaffiliated entity;

    

     

    (x)  (A) other
      than as provided in the Indenture and the Account Control Agreements or, in
      the
      case of USF, any Permitted Note Issuance Related Documents, maintaining its
      deposit and other bank accounts and securities accounts and (B) except as
      expressly provided in the Related Documents or, in the case of USF, any
      Permitted Note Issuance Related Documents, maintaining all of its assets
      separate from those of any other Person;

     

    (xi)  maintaining
      its financial records separate and apart from those of any other Person;
provided,
      however,
      that
      with respect to each Issuer for the purposes of this clause
      (xi),
      the
      consolidated and consolidating financial statements of USF and its subsidiaries
      shall be considered as separate and apart from those of any other
      Person;

     

    (xii)  disclosing
      in its annual financial statements the effects of the transactions contemplated
      by the Related Documents and, in the case of USF, any Permitted Note Issuance
      Related Documents;

     

    (xiii)  setting
      forth clearly in its financial statements its separate assets and liabilities
      and the fact that the Cargo Vans and Pick-Up Trucks are owned by the applicable
      Cargo Van/Pick-Up Truck SPVs;

     

    (xiv)  not
      suggesting in any way, within its financial statements, that its assets are
      available to pay the claims of creditors of the Fleet Manager, the
      Administrator, any Rental Company, the Affiliates of the foregoing (other than
      any other Issuer or any Permitted Note Issuance SPV) or any other affiliated
      or
      unaffiliated entity;

     

    (xv)  compensating
      all its consultants and agents for services provided to it by such Persons
      out
      of its own funds;

     

    
      
        
        

      

      
        37

        
          

        

      

      
        
        

      

    

     

    (xvi)  to
      the
      extent that it requires an office to conduct its business, conducting its
      business from an office at a separate address from that of the Fleet Manager,
      the Administrator, any Rental Company or any Affiliates of the foregoing (other
      than any other Issuer, any Permitted Note Issuance SPV or the Nominee
      Titleholder); provided
      that
      segregated offices in the same building shall constitute separate addresses
      for
      the purposes of this clause
      (xvi);
      provided further
      that, to
      the extent that any Issuer, any Permitted Note Issuance SPV or the Nominee
      Titleholder has offices in the same location, there shall be a fair and
      appropriate allocation of overhead costs among them, and each such entity shall
      bear its fair share of such costs;

     

    (xvii)  having
      separate stationery from the Fleet Manager, the Administrator, any Rental
      Company, the Affiliates of the foregoing or any other unaffiliated entity (other
      than any other Issuer, any Permitted Note Issuance SPV or the Nominee
      Titleholder);

     

    (xviii)  accounting
      for and managing all of its liabilities separately from those of the Fleet
      Manager, the Administrator, any Rental Company or any Affiliates of the
      foregoing;

     

    (xix)  allocating,
      on an arm’s-length basis, all shared corporate operating services, leases and
      expenses, including those associated with the services of shared consultants
      and
      agents and shared computer and other office equipment and software, and
      otherwise maintaining an arm’s-length relationship with the Fleet Manager, the
      Administrator, any Rental Company, the Affiliates of the foregoing or any other
      unaffiliated entity, including in connection with the calculation and allocation
      of any Operating Expenses;

     

    (xx)  refraining
      from filing or otherwise initiating or supporting the filing of a motion in
      any
      bankruptcy or other insolvency proceeding involving any other Issuer, any
      Permitted Note Issuance SPV, the Nominee Titleholder, the Fleet Manager, the
      Administrator or any Rental Company to substantively consolidate any other
      Issuer, any Permitted Note Issuance SPV or the Nominee Titleholder with the
      Fleet Manager, the Administrator, any Rental Company or any Affiliate
      thereof;

     

    (xxi)  remaining
      solvent and assuring adequate capitalization for the business in which it is
      engaged; and

     

    (xxii)  conducting
      all of its business (whether written or oral) solely in its own name so as
      not
      to mislead others as to the separate identity of the Fleet Manager, the
      Administrator, each Rental Company and the Affiliates of the
      foregoing.

     

    Each
      Issuer acknowledges its receipt of a copy of those certain opinion letters
      issued by Paul, Weiss, Rifkind, Wharton & Garrison LLP dated the Effective
      Date, addressing the issues of substantive consolidation as they may relate
      to
      the Fleet Manager, the Administrator, each Rental Company and each Affiliate
      of
      the Fleet Manager (other than the Issuers, any Permitted Note Issuance SPV
      or
      the Nominee Titleholder) on the one hand and each Issuer, any Permitted Note
      Issuance SPV and the Nominee Titleholder on the other hand. Each Issuer hereby
      agrees to maintain in place all policies and procedures and take and continue
      to
      take all action, described

     

    
      
        
        

      

      
        38

        
          

        

      

      
        
        

      

    

    in
      the
      factual assumptions set forth in such opinion letter and relating to it. On
      or
      before March 31, of each calendar year, commencing with March 31, 2008, the
      Issuers will provide to the Rating Agencies, each Enhancement Provider and
      the
      Trustee an Officer’s Certificate of each Issuer certifying that it is in
      compliance with its obligations under this Section
      8.23.

     

    Section
      8.24.   Use
      of
      Proceeds of Notes.
      The
      Issuers shall use the proceeds of Notes to repay Notes, in accordance with
      the
      Indenture, to finance the acquisition of Cargo Vans and Pick-Up Trucks or as
      otherwise provided in any Series Supplement.

     

    Section
      8.25.   No
      ERISA Plan.
      No
      Issuer shall establish or maintain or contribute to any Pension
      Plan.

     

    Section
      8.26.   No
      Employees.
      No
      Issuer shall have any employees.

     

    Section
      8.27.   Environmental.
      Each
      Issuer shall comply in all material respects with all applicable Environmental
      Laws, and shall obtain all material licenses, approvals, notifications,
      registrations or permits required by applicable Environmental Laws in connection
      with the ownership and operation of its assets (the “Environmental
      Permits”).

     

    Section
      8.28.   SPV
      Fleet Owner Agreement.
      Each
      Cargo Van/Pick-Up Truck SPV agrees that each Cargo Van or Pick-Up Truck, as
      applicable, owned by it shall at all times after the Effective Date be subject
      to the SPV Fleet Owner Agreement.

     

    Section
      8.29.   Maintenance
      of the Cargo Vans and Pick-Up Trucks.
      Each
      Cargo Van/Pick-Up Truck SPV shall cause the Fleet Manager to maintain all of
      the
      Cargo Vans or Pick-Up Trucks, as applicable, owned by such Cargo Van/Pick-Up
      Truck SPV in accordance with the Management Standard, except to the extent
      that
      any such failure to comply with such requirements does not, in the aggregate,
      materially adversely affect the interests of the Trustee and the Secured Parties
      under the Indenture or the likelihood of repayment of any Issuer Obligations.
      From time to time each Cargo Van/Pick-Up Truck SPV shall make or cause to be
      made all appropriate repairs, renewals, and replacements with respect to the
      Cargo Vans or Pick-Up Trucks, as applicable, owned by it.

     

    Section
      8.30.   Entrance
      into a Permitted Note Issuance Indenture.
      USF
      shall not enter into a Permitted Note Issuance Indenture or any other Permitted
      Note Issuance Related Document in connection with any Permitted Note Issuance
      unless:

     

    (i)  such
      Permitted Note Issuance Indenture contains provisions substantially the same
      as
Sections
      14.18
      and
14.19,
      and the
      Permitted Notes issued in such Permitted Note Issuance are non-recourse to
      USF
      except to the extent of Other Assets;

     

    (ii)  each
      Permitted Note Issuance Related Document to which USF is a party contains a
      non-petition provision substantially the same as Section
      14.17,
      prohibiting each other party thereto (other than any Permitted Note Issuance
      SPV) from instituting, or joining with any other Person in instituting, against
      USF any bankruptcy, reorganization, arrangement, insolvency or liquidation
      proceedings for one year and one day after the payment in full of all
      obligations of USF in connection with such Permitted Note Issuance;

     

    
      
        
        

      

      
        39

        
          

        

      

      
        
        

      

    

     

    (iii)  on
      or
      prior to the date of such Permitted Note Issuance, each Permitted Note Issuance
      SPV party to the Permitted Note Issuance Indenture shall have entered into
      a
      Permitted Note Issuance SPV Guarantee; and 

     

    (iv)  if
      there
      is a Financial Insurance Provider with respect to any Series of Notes
      Outstanding, such Financial Insurance Provider shall have consented in writing
      to such Permitted Note Issuance.

     

    Section
      8.31.   Cargo
      Van/ Pick-Up Truck SPV Permitted Note Limited Guarantees.
      Upon
      the execution by USF of any Permitted Note Issuance Indenture, each Cargo
      Van/Pick-Up Truck SPV shall enter into an unsecured limited guarantee (each
      a
“Cargo
      Van/Pick-Up Truck SPV Permitted Note Limited Guarantee”),
      substantially in the form of Exhibit
      B,
      in
      favor of the Permitted Note Issuance Trustee party to such Permitted Note
      Issuance Indenture, pursuant to which such Cargo Van/Pick-Up Truck SPV will
      guarantee (solely to the extent that it has funds available to it through the
      application of Collections made in accordance with the priority of payment
      provisions set forth in the applicable Series Supplement) the payment by USF
      of
      its obligations under such Permitted Note Issuance Indenture and any Permitted
      Notes issued thereunder.

     

    ARTICLE
      9.  

     

     

    EVENTS
      OF
      DEFAULT

     

    Section
      9.1.   Events
      of
      Default.
      The
      occurrence of any of the following events shall constitute an “Event
      of Default”:

     

    (a) the
      Issuers default in the payment of any interest or prepayment premium payable
      on
      any Note or the insurance premium payable to any Financial Insurance Provider
      in
      respect of any Financial Insurance Policy with respect to the Notes when the
      same becomes due and payable and such default continues for a period of three
      (3) Business Days;

     

    (b) the
      Issuers default in the payment of any remaining principal of any Note on the
      Payment Date that is eighteen (18) months prior to the Legal Final Maturity
      Date
      thereof;

     

    (c) the
      Trustee for any reason ceases to have a valid and perfected first-priority
      security interest in the Collateral or any Issuer, UHI, the Nominee Titleholder
      or any Affiliate of any of them shall assert that the Trustee has ceased to
      have
      a perfected first-priority security interest in the Collateral;

     

    (d) (i)
      any
      Issuer defaults in the observance or performance of any covenant or agreement
      of
      such Issuer pursuant to Section
      8.4,
      8.14
      or
8.19
      which
      default has a Material Adverse Effect; or (ii) any Issuer or the Nominee
      Titleholder defaults in the observance or performance of any other covenant
      or
      agreement of such Issuer or the Nominee Titleholder made in the Indenture (other
      than a covenant or agreement, a default in the observance or performance of
      which is elsewhere in this Section specifically dealt with) or any other Related
      Document which default has a Material Adverse Effect, and

     

    
      
        
        

      

      
        40

        
          

        

      

      
        
        
which
        default shall continue and not be cured for (x) in the case of a default
        under
Section
        8.8
        or
8.15,
        a
        period of five (5) Business Days, (y) in the case of a default under
Section
        8.22
        or
8.23,
        a
        period of fifteen (15) days, and (z) in the case of any other default, a
        period
        of thirty (30) days after the earlier of the date on which (1) any Issuer
        or the
        Nominee Titleholder, as applicable, obtains knowledge thereof or (2) there
        shall
        have been given, by registered or certified mail, to the Issuers or the Nominee
        Titleholder, as applicable, by the Trustee or the Controlling Party or to
        the
        Issuers and the Trustee by Noteholders holding Notes evidencing at least
        25% of
        the Aggregate Note Balance, a written notice specifying such default and
        requiring it to be remedied and stating that such notice is a “Notice of
        Default” hereunder;

    

     

    (e) any
      Issuer or the Nominee Titleholder breaches any representation or warranty of
      such Issuer or the Nominee Titleholder contained in the Indenture or any Related
      Document in any material respect which breach has a Material Adverse Effect and
      which breach shall continue and not be cured for a period of thirty (30) days
      after the earlier of the date on which (i) any Issuer obtains knowledge thereof
      or (ii) there shall have been given, by registered or certified mail, to the
      Issuers by the Trustee or the Controlling Party or to the Issuers and the
      Trustee by Noteholders holding Notes evidencing at least 25% of the Aggregate
      Note Balance, a written notice specifying such breach and requiring it to be
      cured and stating that such notice is a “Notice of Default”
hereunder;

     

    (f) any
      final
      and unappealable (or, if capable of appeal, such appeal is not being diligently
      pursued or enforcement thereof has not been stayed) judgment or order for the
      payment of money in excess of $100,000 which is not fully covered by insurance
      (or in respect of which the insurer has denied coverage, which denial is not
      being contested by any Issuer in good faith proceedings) is rendered against
      any
      Issuer and such judgment or order continues unsatisfied and unstayed for a
      period of thirty (30) days;

     

    (g) any
      of
      the Related Documents or any material portion thereof shall not be in full
      force
      and effect, enforceable in accordance with its terms or any Issuer, the Nominee
      Titleholder, UHI or any Affiliate of any of them shall so assert in
      writing;

     

    (h) a
      draw is
      made on the Financial Insurance Policy with respect to the Notes;

     

    (i) the
      Securities and Exchange Commission or other regulatory body having jurisdiction
      reaches a final determination that any Issuer is an “investment company” or is
      under the “control” of an “investment company” under the Investment Company
      Act;

     

    (j) any
      Issuer or the Nominee Titleholder is no longer an indirect wholly-owned
      subsidiary of UHI;

     

    (k) the
      occurrence of a Termination Event;

     

    (l) the
      occurrence of an Event of Bankruptcy with respect to any Issuer or the Nominee
      Titleholder;

     

    
      
        
        

      

      
        41

        
          

        

      

      
        
        

      

    

     

    (m) an
      Aggregate Asset Amount Deficiency occurs on any Determination Date and continues
      for a period of more than five (5) consecutive Business Days;

     

    (n) (i)
      a
      reportable event (within the meaning of Section 4043 of ERISA), as to which
      the
      PBGC has not waived the 30-day notice period, occurs with respect to any Pension
      Plan, (ii) any “accumulated funding deficiency” within the meaning of Section
      302 of ERISA, whether or not waived, shall exist with respect to any Pension
      Plan, (iii) any Issuer or any Commonly Controlled Entity makes a withdrawal
      from
      any Pension Plan or (iv) any lien in favor of the PBGC or a Pension Plan shall
      arise on the related Collateral; provided,
      that an
      event or condition described in subclause
      (i),
      (ii)
      or
(iii)
      of this
clause
      (o)
      shall
      not at any time constitute an Event of Default unless as a result of such event
      or condition any Issuer has a liability in respect of a Pension Plan or to
      the
      PBGC in an amount at least equal to $100,000; or

     

    (o) AMERCO
      at
      any time no longer owns or controls, directly or indirectly, greater than 50%
      of
      the voting stock of UHI and the Controlling Party does not provide written
      consent to such change of control within thirty (30) days.

     

    Section
      9.2.   Acceleration
      of Maturity; Rescission and Annulment.
      If an
      Event of Default referred to in clause (l)
      of
Section
      9.1
      with
      respect to any Issuer has occurred, the unpaid principal amount of the
      Outstanding Notes, together with interest accrued but unpaid thereon, and all
      other amounts due from the Issuers to the Noteholders or any other Secured
      Party
      under the Indenture, shall immediately and without further act become due and
      payable. If any other Event of Default has occurred, then the Trustee, solely
      if
      so directed by the Controlling Party, shall declare all of the Outstanding
      Notes
      to be immediately due and payable, by a notice in writing to the Issuers, and
      upon any such declaration the unpaid principal amount of the Notes, together
      with accrued and unpaid interest thereon through the date of acceleration and
      all other amounts due from the Issuers to the Noteholders or any other Secured
      Party, shall become immediately due and payable.

     

    At
      any
      time after such declaration of acceleration of maturity has been made with
      respect to the Notes and before a judgment or decree for payment of the money
      due has been obtained by the Trustee as hereinafter provided in this
Article
      9,
      the
      Controlling Party, by written notice to the Issuers and the Trustee, may rescind
      and annul such declaration and its consequences; provided,
      that, no
      such rescission shall affect any subsequent default or impair any right
      consequent thereto.

     

    Section
      9.3.   Collection
      of Indebtedness and Suits for Enforcement by the Trustee.
      Each
      Issuer, jointly and severally, covenants that if (i) default is made in the
      payment of any interest or prepayment premium on any Note when the same becomes
      due and payable, and such default continues for a period of three (3) Business
      Days or (ii) default is made in the payment of the principal of any Note when
      the same becomes due and payable, by acceleration or at stated maturity, such
      Issuer will, upon demand of the Trustee, acting at the direction of the
      Controlling Party, pay to it, for the benefit of the Holders of such Notes
      and
      any Financial Insurance Provider, the whole amount then due and payable on
      such
      Notes for principal and interest, with interest upon the overdue principal,
      and,
      to the extent payment at such rate of interest shall be legally enforceable,
      upon overdue installments of interest or prepayment premium, at the
      Note

     

    
      
        
        

      

      
        42

        
          

        

      

      
        
        
Rate
        borne by the Notes or any other applicable default rate, and in addition
        thereto
        such further amount as shall be sufficient to cover the costs and expenses
        of
        collection, including the reasonable compensation, expenses, disbursements
        and
        advances of the Trustee, any Financial Insurance Provider and each of their
        agents and counsel.

    

     

    In
      case
      the Issuers shall fail forthwith to pay such amounts upon such demand, the
      Trustee (solely if so directed by the Controlling Party), in its own name and
      as
      trustee of an express trust, shall institute a proceeding for the collection
      of
      the sums so due and unpaid, and may prosecute such proceeding to judgment or
      final decree, and may enforce the same against any one or more of the Issuers
      or
      other obligor upon such Notes and collect in the manner provided by law out
      of
      the Collateral, wherever situated, the moneys adjudged or decreed to be
      payable.

     

    If
      an
      Event of Default occurs and is continuing, the Trustee may, as more particularly
      provided in Section
      9.4,
      in its
      discretion, proceed to protect and enforce its rights and the rights of the
      Noteholders, by such appropriate proceedings as the Trustee shall deem most
      effective to protect and enforce any such rights, whether for the specific
      enforcement of any covenant or agreement in the Indenture or any other Related
      Document or in aid of the exercise of any power granted herein or therein,
      or to
      enforce any other proper remedy or legal or equitable right vested in the
      Trustee by the Indenture, any other Related Document or by law; provided
      that if
      a Financial Insurance Provider is the Controlling Party, then the Trustee may
      only take such actions as consented to by the Controlling Party, and shall
      take
      such actions as directed by the Controlling Party.

     

    In
      case
      there shall be pending, relative to any Issuer, any other obligor upon the
      Notes
      or any Person having or claiming an ownership interest in any Issuer Assets,
      proceedings under the Bankruptcy Code or any other applicable federal or state
      bankruptcy, insolvency or other similar law, or in case a receiver, assignee
      or
      trustee in bankruptcy or reorganization, liquidator, sequestrator or similar
      official shall have been appointed for or taken possession of any Issuer or
      its
      property or such other obligor or such Person or the property of such other
      obligor or such Person, or in the case of any other comparable judicial
      proceedings relative to any Issuer, other obligor upon the Notes or such Person
      or to the creditors or property of any Issuer, such other obligor or such
      Person, the Trustee, irrespective of whether the principal of any Notes shall
      then be due and payable as therein expressed or by declaration or otherwise
      and
      irrespective of whether the Trustee shall have made any demand pursuant to
      the
      provisions of this Section 9.3,
      shall
      be entitled and empowered, by intervention in such proceedings or
      otherwise:

     

    (i)  to
      file
      and prove a claim or claims for the whole amount of principal, interest and
      prepayment premium owing and unpaid in respect of the Notes and any other Issuer
      Obligations and to file such other papers or documents as may be necessary
      or
      advisable in order to have the claims of the Trustee (including any claim for
      reasonable compensation to the Trustee and each predecessor Trustee, and their
      respective agents, attorneys and counsel, and for reimbursement of all expenses
      and liabilities incurred, and all advances made, by the Trustee and each
      predecessor Trustee, except as a result of negligence, bad faith or willful
      misconduct) and of any Financial Insurance Provider and the Noteholders allowed
      in such proceedings;

     

    
      
        
        

      

      
        43

        
          

        

      

      
        
        

      

    

     

    (ii)  unless
      prohibited by applicable law and regulations, to vote on behalf of the Holders
      of the Notes in any election of a trustee, a standby trustee or person
      performing similar functions in any such proceedings;

     

    (iii)  to
      collect and receive any moneys or other property payable or deliverable on
      any
      such claims and to distribute all amounts received with respect to the claims
      of
      the Noteholders, of any Financial Insurance Provider and of the Trustee on
      their
      behalf; and

     

    (iv)  to
      file
      such proofs of claim and other papers or documents as may be necessary or
      advisable in order to have the claims of the Trustee, the Holders of the Notes
      or any Financial Insurance Provider allowed in any judicial proceedings relative
      to the Issuers, such other obligor upon the Notes, any Person claiming an
      ownership interest in the Issuer Assets, their respective creditors and their
      property;

     

    provided
      that if
      a Financial Insurance Provider is the Controlling Party, then the Trustee may
      only take such actions as consented to by the Controlling Party and shall take
      such actions as directed by the Controlling Party. Any trustee, receiver,
      liquidator, custodian or other similar official in any such proceeding is hereby
      authorized by each of such Noteholders to make payments to the Trustee, and,
      in
      the event that the Trustee shall consent to the making of payments directly
      to
      such Noteholders, to pay to the Trustee such amounts as shall be sufficient
      to
      cover reasonable compensation to the Trustee, each predecessor Trustee and
      their
      respective agents, attorneys and counsel, and all other expenses and liabilities
      incurred, and all advances made, by the Trustee and each predecessor Trustee
      except as a result of negligence or bad faith.

     

    Nothing
      herein contained shall be deemed to authorize the Trustee to authorize or
      consent to or vote for or accept or adopt on behalf of any Noteholder or any
      Financial Insurance Provider any plan of reorganization, arrangement, adjustment
      or composition affecting the Notes or the rights of any Holder thereof or any
      Financial Insurance Provider or to authorize the Trustee to vote in respect
      of
      the claim of any Noteholder or any Financial Insurance Provider in any such
      proceeding except, as aforesaid, to vote for the election of a trustee in
      bankruptcy or similar person.

     

    All
      rights of action and of asserting claims under the Indenture, or under any
      of
      the Notes, may be enforced by the Trustee without the possession of any of
      the
      Notes or the production thereof in any trial or other proceedings relative
      thereto, and any such action or proceedings instituted by the Trustee shall
      be
      brought in its own name as trustee of an express trust, and any recovery of
      judgment, subject to the payment of the expenses, disbursements and compensation
      of the Trustee, each predecessor Trustee and their respective agents and
      attorneys, shall be for the ratable benefit of the Holders of the Notes and
      the
      other Secured Parties.

     

    In
      any
      proceedings brought by the Trustee (and also any proceedings involving the
      interpretation of any provision of the Indenture to which the Trustee shall
      be a
      party), the Trustee shall be held to represent all the Holders of the Notes,
      and
      it shall not be necessary to make any Noteholder a party to any such
      proceedings.

     

    Section
      9.4.   Remedies;
      Priorities.
      If an
      Event of Default shall have occurred and be continuing and the Notes have been
      accelerated under Section
      9.2,
      the
      Trustee may institute

     

    
      
        
        

      

      
        44

        
          

        

      

      
        
        
proceedings
        to enforce the obligations of the Issuers hereunder in its own name and as
        trustee of an express trust for the collection of all amounts then payable
        on
        the Notes or under the Indenture with respect thereto or any other Issuer
        Obligations, whether by declaration or otherwise, enforce any judgment obtained,
        and collect from any one or more of the Issuers and any other obligor upon
        such
        Notes moneys adjudged due. In addition, the Trustee (subject to Section
        9.5)
        shall
        have the right to exercise the rights and remedies provided herein and those
        available to it under the Related Documents, including the right to do one
        or
        more of the following:

    

     

    (i)  institute
      proceedings from time to time for the complete or partial foreclosure of the
      Indenture with respect to the Collateral;

     

    (ii)  exercise
      any remedies of a secured party under the UCC and take any other appropriate
      action to protect and enforce the rights and remedies of the Trustee, the
      Holders of the Notes and any other Secured Party;

     

    (iii)  sell
      the
      Collateral or any portion thereof or rights or interests therein, at one or
      more
      public or private sales called and conducted in any manner permitted by
      law;

     

    (iv)  transfer
      all or any part of the Collateral into the name of the Trustee or its
      nominee;

     

    (v)  notify
      the parties obligated on any of the Collateral to make payment to the Trustee
      or
      its assignee of any amount due or to become due thereunder; and

     

    (vi)  at
      its
      option and at the expense and for the account of the Issuers, at any time or
      from time to time, take all actions which the Trustee reasonably deems necessary
      to protect or preserve the Collateral and to realize upon the
      Collateral;

     

    provided
      that the
      Trustee may not sell or otherwise liquidate the Collateral following an Event
      of
      Default, unless (A) the Controlling Party, if a Financial Insurance Provider
      is
      the Controlling Party, or otherwise the Holders of Notes representing 100%
      of
      the Aggregate Note Balance consent thereto, (B) the proceeds of such sale or
      liquidation distributable to the Noteholders are sufficient to discharge in
      full
      all amounts then due and unpaid upon the Notes for principal and interest or
      (C)
      (1) the Trustee or any Financial Insurance Provider with respect to the Notes
      determines that there is a reasonable likelihood that the Collateral will not
      continue to provide sufficient funds for the payment of principal of and
      interest on the Notes as they would have become due if the Notes had not been
      declared due and payable and (2) the Trustee obtains the consent of the
      Controlling Party. In determining such sufficiency or insufficiency with respect
      to clause (B) and (C), the Trustee may, but need not, obtain and rely upon
      an
      opinion of an investment banking or accounting firm of national reputation
      as to
      the feasibility of such proposed action and as to the sufficiency of the
      Collateral for such purpose.

     

    Any
      sale
      of the Collateral or any part thereof may, with prior notice to the Issuers,
      be
      made in one or more lots at public or private sale, for cash, on credit or
      for
      future delivery, and upon such other terms as the Trustee may deem commercially
      reasonable. The Trustee shall not be obligated to make any sale of Collateral
      regardless of notice of sale having been given. The Trustee may adjourn any
      public or private sale from time to time by announcement at the

     

    
      
        
        

      

      
        45

        
          

        

      

      
        
        
time
        and
        place fixed therefor, and such sale may, without further notice, be made
        at the
        time and place to which it was so adjourned. The Issuers shall cooperate
        with
        the Trustee in all reasonable ways in order to assist the Trustee in the
        sale
        and other disposition of the Collateral.

    

     

    If
      the
      Trustee collects any money or property pursuant to this Article
      9,
      such
      money or property shall be held by the Trustee as additional collateral
      hereunder and the Trustee shall pay out such money or property in the following
      order:

     

    FIRST:
      to
      the Trustee for amounts due under Section
      11.5;
      and

     

    SECOND:
      to the Cargo Van/Pick-Up Truck Collection Account for distribution in accordance
      with the provisions of Article
      5.

     

    For
      so
      long as a Financial Insurance Provider is the Controlling Party, then the
      Trustee may only take such actions under this Section
      9.4
      as
      consented to by the Controlling Party, and shall take such actions under this
      Section
      9.4
      as
      directed by the Controlling Party.

     

    Section
      9.5.   Optional
      Preservation of the Collateral.
      If (a)
      there is a Financial Insurance Policy respect to the Notes, (b) a Surety Default
      shall have occurred and be continuing with respect to the Financial Insurance
      Provider that issued such Financial Insurance Policy, (c) the Notes have been
      declared to be due and payable under Section
      9.2
      following an Event of Default, (d) such declaration and its consequences have
      not been rescinded and annulled and (e) the requisite Noteholders shall have
      directed the Trustee to dispose of the Collateral in accordance with
Section
      9.4,
      the
      Trustee may, but need not, elect to maintain possession of the Collateral.
      It is
      the desire of the parties hereto and the Noteholders that there be at all times
      sufficient funds for the payment of principal of and interest on the Notes,
      and
      the Trustee shall take such desire into account when determining whether to
      maintain possession of the Collateral pursuant to this Section
      9.5.
      In
      determining whether to maintain possession of the Collateral, the Trustee may,
      but need not, obtain and rely upon an opinion of an investment banking or
      accounting firm of national reputation as to the feasibility of such proposed
      action and as to the sufficiency of the Collateral for such purpose. Nothing
      contained in this Section
      9.5
      shall be
      construed to require the Trustee to preserve the Collateral securing the Issuer
      Obligations if prohibited by applicable law or if the Trustee is authorized,
      directed or permitted to liquidate the Collateral pursuant to Section
      9.4.

     

    Section
      9.6.   Limitation
      on Suits.
      No
      Holder of any Note shall have any right to institute any proceeding, judicial
      or
      otherwise, with respect to the Indenture, or for the appointment of a receiver
      or trustee, or for any other remedy thereunder, unless:

     

    (a)  such
      Holder has previously given written notice to the Trustee of a continuing Event
      of Default;

     

    (b)  Holders
      holding Notes evidencing at least 25% of the Aggregate Note Balance (or, if
      applicable, at least 25% the Aggregate Note Balance of each Class of Notes)
      have
      made written request to the Trustee to institute such proceeding in respect
      of
      such Event of Default in its own name as the Trustee hereunder;

     

    
      
        
        

      

      
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    (c)  such
      Holder or Holders have offered to the Trustee indemnity reasonably satisfactory
      to it against the costs, expenses and liabilities to be incurred in complying
      with such request;

     

    (d)  the
      Trustee for 60 days after its receipt of such notice, request and offer of
      indemnity has failed to institute such proceedings; 

     

    (e)  no
      direction inconsistent with such written request has been given to the Trustee
      during such 60-day period by the Required Noteholders; and 

     

    (f)  if
      there
      is a Financial Insurance Policy with respect to the Notes, a Surety Default
      with
      respect to the Financial Insurance Provider that issued such Financial Insurance
      Policy shall have occurred and be continuing;

     

    it
      being
      understood and intended that no one or more Holders of the Notes shall have
      any
      right in any manner whatever by virtue of, or by availing of, any provision
      of
      the Indenture to affect, disturb or prejudice the rights of any other Holders
      of
      the Notes or to obtain or to seek to obtain priority or preference over any
      other Holders or to enforce any right under the Indenture, except in the manner
      herein provided.

     

    In
      the
      event the Required Noteholders are the Controlling Party and the Trustee shall
      receive conflicting or inconsistent requests and indemnity from two or more
      groups of Holders of Notes, each representing less than the Required
      Noteholders, the Trustee shall act at the direction of the group of Holders
      of
      Notes with the greatest amount of Notes; provided,
      however,
      that
      should the Trustee receive conflicting or inconsistent requests on indemnity
      from two or more groups of Holders holding an equal principal amount of Notes,
      the Trustee in its sole discretion may determine what action, if any, shall
      be
      taken, notwithstanding any other provisions of the Indenture.

     

    Section
      9.7.   Unconditional
      Rights of Noteholders to Receive Principal and Interest.
      Notwithstanding any other provisions in the Indenture, the Holder of any Note
      (including any Financial Insurance Holder as subrogee thereof) shall have the
      right, which is absolute and unconditional, to receive payment of the principal
      of and interest, if any, on such Note on or after the respective due dates
      thereof expressed in such Note or in the Indenture and to institute suit for
      the
      enforcement of any such payment, and such right shall not be impaired without
      the consent of such Holder.

     

    Section
      9.8.   Restoration
      of Rights and Remedies.
      If the
      Trustee or any Secured Party has instituted any Proceeding to enforce any right
      or remedy under the Indenture and such Proceeding has been discontinued or
      abandoned for any reason or has been determined adversely to the Trustee or
      to
      such Secured Party, then and in every such case the Issuers, the Trustee and
      such Secured Parties shall, subject to any determination in such Proceeding,
      be
      restored severally and respectively to their former positions hereunder, and
      thereafter all rights and remedies of the Trustee and such Secured Parties
      shall
      continue as though no such Proceeding had been instituted.

     

    Section
      9.9.   Rights
      and Remedies Cumulative.
      No
      right or remedy herein conferred upon or reserved to the Trustee or to any
      Secured Party is intended to be exclusive of

     

    
      
        
        

      

      
        47

        
          

        

      

      
        
        
any
        other
        right or remedy, and every right and remedy shall, to the extent permitted
        by
        law, be cumulative and in addition to every other right and remedy given
        hereunder or now or hereafter existing at law or in equity or otherwise.
        The
        assertion or employment of any right or remedy hereunder, or otherwise, shall
        not prevent the concurrent assertion or employment of any other appropriate
        right or remedy.

    

     

    Section
      9.10.   Delay
      or Omission Not a Waiver.
      No
      delay or omission of the Trustee, any Financial Insurance Provider or any
      Noteholder to exercise any right or remedy accruing upon any Default, Event
      of
      Default, Potential Rapid Amortization Event or Rapid Amortization Event shall
      impair any such right or remedy or constitute a waiver of any such Default,
      Event of Default, Potential Rapid Amortization Event or Rapid Amortization
      Event
      or an acquiescence therein. Every right and remedy given by this Article
      9
      or by
      law to the Trustee, any Financial Insurance Provider or the Noteholders may
      be
      exercised from time to time, and as often as may be deemed expedient, by the
      Trustee or by the Noteholders, as the case may be.

     

    Section
      9.11.   Control
      by the
      Controlling Party.
      Notwithstanding any other provision of the Indenture or any other Related
      Document to the contrary, the Controlling Party shall have the sole right to
      direct the time, method and place of conducting any proceeding for any remedy
      available to the Trustee with respect to the Notes or exercising any trust
      or
      power conferred on the Trustee; provided
      that

     

    (a)  such
      direction shall not be in conflict with any rule of law or with the
      Indenture;

     

    (b)  subject
      to the express terms of Section
      9.4,
      any
      direction to the Trustee to sell or liquidate the Collateral shall be by the
      Controlling Party, if a Financial Insurance Provider is the Controlling Party,
      or otherwise the Holders of Notes representing not less than 100% of the
      Aggregate Note Balance;

     

    (c)  if
      the
      conditions set forth in Section
      9.5
      have
      been satisfied and the Trustee elects to retain the Collateral pursuant to
      such
      Section, then direction to the Trustee by Holders of Notes representing 100%
      of
      the Aggregate Note Balance shall be required to sell or liquidate the
      Collateral;

     

    (d)  the
      Trustee may take any other action deemed proper by the Trustee that is not
      inconsistent with such direction; and

     

    (e)  such
      direction shall be in writing;

     

    provided further,
      that the
      Trustee need not take any action that it reasonably determines might involve
      it
      in liability (if it has reasonable grounds to believe that such liability will
      not be reimbursed or such liability is not covered by an indemnity or other
      reasonable security) or, so long as a Financial Insurance Provider is not the
      Controlling Party, might materially adversely affect the rights of any
      Noteholders not consenting to such action.

     

    Section
      9.12.   Waiver
      of Past Defaults.
      Prior
      to the declaration of the acceleration of the maturity of the Notes as provided
      in Section
      9.2,
      the
      Controlling Party may, on behalf of all Holders, waive any past Default or
      Event
      of Default and its consequences except a Default (a)

     

    
      
        
        

      

      
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in
        payment of principal of or interest or prepayment premium on any of the Notes
        (unless such payment shall have been made in full) or (b) in respect of a
        covenant or provision hereof which cannot be modified or amended without
        the
        consent of the Holder of each Note. In the case of any such waiver, the Issuers,
        the Trustee and the Holders of the Notes shall be restored to their former
        positions and rights hereunder, respectively; but no such waiver shall extend
        to
        any subsequent or other Default or impair any right consequent
        thereto.

    

     

    Upon
      any
      such waiver, such Default shall cease to exist and be deemed to have been cured
      and not to have occurred, and any Event of Default arising therefrom shall
      be
      deemed to have been cured and not to have occurred, for every purpose of the
      Indenture; but no such waiver shall extend to any subsequent or other Default
      or
      Event of Default or impair any right consequent thereto. The Issuers shall
      give
      prompt written notice of any waiver to the Rating Agencies.

     

    Section
      9.13.   Undertaking
      for Costs.
      All
      parties to the Indenture agree, and each Holder of any Note by such Holder’s
      acceptance thereof shall be deemed to have agreed, that any court may in its
      discretion require, in any suit for the enforcement of any right or remedy
      under
      the Indenture, or in any suit against the Trustee for any action taken, suffered
      or omitted by it as the Trustee, the filing by any party litigant in such
      Proceeding of an undertaking to pay the costs of such Proceeding, and that
      such
      court may in its discretion assess reasonable costs, including reasonable
      attorneys’ fees, against any party litigant in such Proceeding, having due
      regard to the merits and good faith of the claims or defenses made by such
      party
      litigant; but the provisions of this Section
      9.13
      shall
      not apply to (a) any suit instituted by the Trustee or any Financial Insurance
      Provider, (b) any suit instituted by any Noteholder or group of Noteholders,
      in
      each case holding in the aggregate more than 10% of Aggregate Note Balance
      or
      (c) any suit instituted by any Noteholder for the enforcement of the payment
      of
      principal of or interest on any Note on or after the respective due dates
      expressed in such Note and in the Indenture.

     

    Section
      9.14.   Waiver
      of Certain
      Rights.
      (a)
      Each
      Issuer covenants (to the extent that it may lawfully do so) that it will not
      at
      any time insist upon, or plead or in any manner whatsoever, claim or take the
      benefit or advantage of, any stay or extension law wherever enacted, now or
      at
      any time hereafter in force, that may affect the covenants or the performance
      of
      the Indenture or any Related Document; and each Issuer (to the extent that
      it
      may lawfully do so) hereby expressly waives all benefit or advantage of any
      such
      law, and covenants that it will not hinder, delay or impede the execution of
      any
      power herein granted to the Trustee or the Controlling Party, but will suffer
      and permit the execution of every such power as though no such law had been
      enacted.

     

    (b)  Each
      Issuer, to the extent it may lawfully do so, on behalf of itself and all who
      may
      claim through or under it, including any and all subsequent creditors, vendees,
      assignees and lienors, expressly waives and releases any, every and all rights
      to presentment, demand, protest or any notice (to the extent permitted by
      applicable law and except as specifically provided in the Indenture) of any
      kind
      in connection with the Indenture, any other Related Document or any Collateral
      or to have any marshalling of the Collateral upon any sale, whether made under
      any power of sale granted hereunder or any other Related Document, or pursuant
      to judicial proceedings or upon any foreclosure or any enforcement of the
      Indenture or any other Related Document and consents and agrees that all the
      Collateral may at any such sale

     

    
      
        
        

      

      
        49

        
          

        

      

      
        
        
be
        offered and sold as an entirety or in lots or otherwise as the Trustee may
        be
        directed by the Controlling Party hereunder.

    

     

    Section
      9.15.   Sale
      of Collateral.
      In
      connection with any sale of any Collateral pursuant to this Article
      9
      or under
      any judgment, order or decree in any judicial proceeding for the foreclosure
      or
      involving the enforcement of the Indenture or any other Security Document:


     

    (i)  the
      Trustee, any Noteholder and/or any other Secured Party may bid for and purchase
      the property being sold, and upon compliance with the terms of the sale may
      hold, retain, possess and dispose of such property in its own absolute right
      without further accountability;

     

    (ii)  the
      Trustee (at the direction of the Controlling Party) may make and deliver to
      the
      purchaser or purchasers a good and sufficient deed, bill of sale and instrument
      of assignment and transfer of the property sold:

     

    (iii)  the
      receipt of the Trustee or of the officer thereof making such sale shall be
      a
      sufficient discharge to the purchaser or purchasers at such sale for his or
      their purchase money, and such purchaser or purchasers, and his or their assigns
      or personal representatives, shall not, after paying such purchase money and
      receiving such receipt of the Trustee or of such officer therefore, be obliged
      to see to the application of such purchase money or be in any way answerable
      for
      any loss, misapplication or non-application thereof.

     

    Section
      9.16.   Action
      on Notes.
      The
      Trustee’s right to seek and recover judgment on the Notes or under the Indenture
      shall not be affected by the seeking, obtaining or application of any other
      relief under or with respect to the Indenture. Neither the Lien of the Indenture
      nor any rights or remedies of the Trustee or the Noteholders shall be impaired
      by the recovery of any judgment by the Trustee against any Issuer or by the
      levy
      of any execution under such judgment upon any portion of the
      Collateral.

     

    ARTICLE
      10.  

     

    


     

    RAPID
      AMORTIZATION EVENTS

     

    Section
      10.1.   Rapid
      Amortization Events.
      If any
      of the following events shall occur (each, a “Rapid
      Amortization Event”):

     

    (a)  the
      occurrence of any Event of Default (other than as a result of any event
      described in clause
      (c)
      below);

     

    (b)  the
      occurrence of an Event of Bankruptcy with respect to the Fleet Manager, the
      Nominee Titleholder or any Rental Company; 

     

    (c)  the
      occurrence of an Event of Bankruptcy with respect to any Issuer;

     

    (d)  the
      occurrence of any Enforcement Event;

     

    
      
        
        

      

      
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    (e)  the
      occurrence of any Administrator Default;

     

    (f)  beginning
      on the sixth Determination Date following the Effective Date, the Six-Month
      DSCR
      as of any Determination Date is less than 1.10;

     

    (g)  the
      existence of a Targeted Note Balance Shortfall as of each of three consecutive
      Determination Dates; or

     

    (h)  any
      other
      event shall occur which may be specified in the applicable Series Supplement
      as
      a “Rapid Amortization Event”;

     

    then
      (i)
      in the case of any event described in clause
      (a),
      (b),
      (d),
      (e),
      (f),
      (g)
      or (h)
      above (with respect to clause
      (h)
      above,
      only to the extent such Rapid Amortization Event is subject to waiver as set
      forth in the applicable Series Supplement), the Trustee, at the direction of
      the
      Controlling Party, by written notice to the Issuers, may declare that a Rapid
      Amortization Event has occurred as of the date of the notice or (ii) in the
      case
      of any event described in clause
      (c)
      or
(h)
      above
      (with respect to clause
      (h)
      above,
      only to the extent such Rapid Amortization Event is not subject to waiver as
      set
      forth in the applicable Series Supplement), a Rapid Amortization Event shall
      immediately occur without any notice or other action on the part of the Trustee
      or the Controlling Party. Any Rapid Amortization Event occurring as a result
      of
      any event described in clause
      (c)
      or
(h)
      above
      (with respect to clause
      (h)
      above,
      only to the extent so specified in the applicable Series Supplement) shall
      not
      be subject to waiver.

     

    ARTICLE
      11.  

     

     

    THE
      TRUSTEE

     

    Section
      11.1.   Duties
      of the Trustee.
      (a)
      If an
      Event of Default has occurred and is continuing, the Trustee shall exercise
      such
      of the rights and powers vested in it by the Indenture and the other Security
      Agreements, and use the same degree of care and skill in their exercise, as
      a
      prudent man would exercise or use under the circumstances in the conduct of
      his
      own affairs.

     

    (b)  Except
      during the occurrence and continuance of an Event of Default:

     

    (i)  the
      Trustee undertakes to perform only those duties that are specifically set forth
      in the Indenture and no others, and no implied covenants or obligations shall
      be
      read into the Indenture or any other Security Agreement against the Trustee;
      and

     

    (ii)  in
      the
      absence of bad faith on its part, the Trustee may conclusively rely, as to
      the
      truth of the statements and the correctness of the opinions expressed therein,
      upon certificates or opinions furnished to the Trustee and conforming to the
      requirements of the Indenture. However, the Trustee shall examine the
      certificates and opinions to determine whether or not they conform on their
      face
      to the requirements of the Indenture.

     

    (c)  The
      Trustee may not be relieved from liability for its own negligent action, its
      own
      negligent failure to act, or its own willful misconduct, except
      that:

     

    (i)  This
      clause does not limit the effect of clause
      (b)
      of this
Section
      11.1.

     

    
      
        
        

      

      
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    (ii)  The
      Trustee shall not be liable for any error of judgment made in good faith unless
      it is proved that the Trustee was negligent in ascertaining the pertinent
      facts.

     

    (iii)  The
      Trustee shall not be liable with respect to any action it takes or omits to
      take
      in good faith in accordance with a direction received by it and contemplated
      by
      the Indenture.

     

    (iv)  The
      Trustee shall not be charged with knowledge of Event of Default or a Rapid
      Amortization Event unless a Trust Officer obtains actual knowledge thereof
      or
      receives written notice thereof.

     

    (v)  The
      Trustee shall not be charged with knowledge of any default by the Fleet Manager
      in the performance of its obligations under any Related Document, unless a
      Trust
      Officer of the Trustee obtains actual knowledge thereof or receives written
      notice thereof.

     

    (d)  Notwithstanding
      anything to the contrary contained in the Indenture, no provision of the
      Indenture shall require the Trustee to expend or risk its own funds or incur
      any
      liability if there is reasonable ground for believing that the repayment of
      such
      funds is not reasonably assured to it by the security afforded to it by the
      terms of the Indenture or if it shall not have received indemnity reasonably
      satisfactory to it against any loss, liability or expense.

     

    (e)  In
      the
      event that the Paying Agent or the Registrar, if not the Trustee, shall fail
      to
      perform any obligation, duty or agreement in the manner or on the day required
      to be performed by the Paying Agent or the Registrar, as the case may be, under
      the Indenture, the Trustee shall be obligated as soon as practicable upon actual
      knowledge of a Trust Officer thereof and receipt of appropriate records and
      information, if any, to perform such obligation, duty or agreement in the manner
      so required; provided
      that, in
      connection with the Trustee’s performance of any such obligation of the Payment
      Agent to pay funds hereunder, the Trustee shall have received from the Paying
      Agent any such funds previously advanced to the Paying Agent.

     

    (f)  Subject
      to Section
      11.3,
      all
      moneys received by the Trustee shall, until used or applied as herein provided,
      be held in trust for the purposes for which they were received, but need not
      be
      segregated from other funds except to the extent required by law or the Related
      Documents.

     

    Section
      11.2.   Rights
      of the Trustee.
      (a)
      Except as otherwise provided by Section
      11.1:

     

    (i) The
      Trustee may conclusively rely and shall be fully protected in acting or
      refraining from acting based upon any document believed by it to be genuine
      and
      to have been signed by or presented by the proper person.

     

    (ii) The
      Trustee may consult with counsel of its selection and the written advice of
      such
      counsel or any Opinion of Counsel shall be full and complete authorization
      and
      protection from liability in respect of any action taken, suffered or omitted
      by
      it hereunder in good faith and in reliance thereon.

     

    
      
        
        

      

      
        52

        
          

        

      

      
        
        

      

    

     

    (iii) The
      Trustee may act through agents, custodians and nominees and shall not be liable
      for any misconduct or negligence on the part of, or for the supervision of,
      any
      such agent, custodian or nominee so long as such agent, custodian or nominee
      is
      appointed with due care; provided,
      however
      that, so
      long as a Financial Insurance Provider is the Controlling Party, the Trustee
      shall receive the consent of the Controlling Party prior to the appointment
      of
      any agent, custodian or nominee performing any material obligation of the
      Trustee hereunder.

     

    (iv) The
      Trustee shall not be liable for any action it takes or omits to take in good
      faith which it believes to be authorized or within its rights or powers
      conferred upon it by the Indenture or any other Security Agreement.

     

    (v) The
      Trustee shall be under no obligation to exercise any of the rights or powers
      vested in it by the Indenture, or to institute, conduct or defend any litigation
      hereunder or in relation hereto, at the request, order or direction of any
      of
      the Noteholders or the Controlling Party, pursuant to the provisions of the
      Indenture, unless the Trustee shall have been offered reasonable security or
      indemnity satisfactory to the Trustee against the costs, expenses and
      liabilities which may be incurred therein or thereby or shall have reasonable
      grounds to believe that repayment of such costs, expenses and liabilities is
      not
      reasonably assured to it.

     

    (vi) The
      Trustee shall not be bound to make any investigation into the facts of matters
      stated in any resolution, certificate, statement, instrument, opinion, report,
      notice, request, consent, order, approval, bond or other paper or document,
      unless requested in writing so to do by the Controlling Party.

     

    (vii) The
      Trustee shall not be liable for any losses or liquidation penalties in
      connection with Permitted Investments (other than as an obligor with respect
      to
      any Permitted Investments for which the institution acting as Trustee is an
      obligor).

     

    (b) The
      Trustee shall not be liable for the acts or omissions of any successor to the
      Trustee.

     

    Section
      11.3.   Individual
      Rights of the Trustee.
      The
      Trustee in its individual or any other capacity may become the owner or pledgee
      of Notes and may otherwise deal with any Issuer or an Affiliate of any Issuer
      with the same rights it would have if it were not Trustee. However, the Trustee
      is subject to Section
      11.6.

     

    Section
      11.4.   Notice
      of Events of Default, Rapid Amortization Events, Defaults and Potential Rapid
      Amortization Events.
      If an
      Event of Default, Rapid Amortization Event, Default or Potential Rapid
      Amortization Event occurs and is continuing and if a Trust Officer of the
      Trustee actually knows or receives written notice thereof, the Trustee shall
      promptly provide the Noteholders (if the Notes in respect of such Noteholder
      are
      represented by a Global Note, by telephone and facsimile, and if such Notes
      in
      respect of such Noteholder are represented by Definitive Notes, by first class
      mail), each Enhancement Provider and each Rating Agency with notice of such
      Event of Default, Rapid Amortization Event, Default or Potential Rapid
      Amortization Event.

     

    
      
        
        

      

      
        53

        
          

        

      

      
        
        

      

    

     

    Section
      11.5.   Compensation
      and
      Expenses.
      (a)
      The
      Issuers shall promptly pay to the Trustee from time to time compensation for
      its
      acceptance of the Indenture and services hereunder as the Issuers and the
      Trustee may agree from time to time. The Trustee’s compensation shall not be
      limited by any law on compensation of a trustee of an express trust. The Issuers
      shall reimburse the Trustee promptly upon request for all reasonable
      disbursements, advances and expenses incurred or made by it in addition to
      the
      compensation for its services in accordance with the priority of payment
      provisions set forth in the applicable Series Supplement. Such expenses shall
      include (i) the reasonable compensation, disbursements and expenses of the
      Trustee’s agents and counsel and (ii) the reasonable expenses of the Trustee’s
      agents in administering the Collateral.

     

    (b)  The
      Issuers shall not be required to reimburse any expense or indemnify the Trustee
      against any loss, liability, or expense incurred by the Trustee through the
      Trustee’s own willful misconduct, negligence or bad faith.

     

    (c)  When
      the
      Trustee incurs expenses or renders services after an Event of Default or Rapid
      Amortization Event occurs, the expenses and the compensation for the services
      are intended to constitute expenses of administration under the Bankruptcy
      Code.

     

    (d)  The
      provisions of this Section
      11.5
      shall
      survive the termination of this Indenture and the resignation and removal of
      the
      Trustee.

     

    Section
      11.6.   Eligibility
      Disqualification.
      (a)
      The
      Trustee hereunder shall at all times be a corporation organized and doing
      business under the laws of the United States or any state thereof authorized
      under such laws to exercise corporate trust powers, having a long-term unsecured
      debt rating of at least “A2” by Moody’s and “A” by Standard & Poor’s having,
      in the case of an entity that is subject to risk-based capital adequacy
      requirements, risk-based capital of at least $500,000,000 or, in the case of
      an
      entity that is not subject to risk-based capital adequacy requirements, having
      a
      combined capital and surplus of at least $500,000,000 and subject to supervision
      or examination by federal or state authority, and shall satisfy the requirements
      for a trustee set forth in paragraph (a)(4)(i) of Rule 3a-7 under the Investment
      Company Act. If such corporation publishes reports of condition at least
      annually, pursuant to law or to the requirements of the aforesaid supervising
      or
      examining authority, then for the purpose of this Section
      11.6,
      the
      risk-based capital or the combined capital and surplus of such corporation,
      as
      the case may be, shall be deemed to be its risk-based capital or combined
      capital and surplus as set forth in the most recent report of condition so
      published.

     

    (b)  If
      at any
      time the Trustee ceases to be eligible in accordance with the provisions of
      this
Section
      11.6,
      the
      Trustee shall resign immediately in the manner and with the effect specified
      in
Section
      11.7.

     

    Section
      11.7.   Replacement
      of the Trustee.
      (a)
      A
      resignation or removal of the Trustee and appointment of a successor Trustee
      shall become effective only upon the successor Trustee’s acceptance of
      appointment as provided in this Section
      11.7
      and the
      satisfaction of the Rating Agency Condition.

     

    
      
        
        

      

      
        54

        
          

        

      

      
        
        

      

    

     

    (b)  The
      Trustee may, after giving sixty (60) days’ prior written notice to the Issuers,
      each Noteholder, any Financial Insurance Provider and each Rating Agency, resign
      at any time and be discharged from the trust hereby created by so notifying
      the
      Issuers; provided,
      however,
      that no
      such resignation of the Trustee shall be effective until a successor trustee
      has
      assumed the obligations of the Trustee hereunder. The Controlling Party may
      remove the Trustee by so notifying the Trustee, the Issuers and each Rating
      Agency; provided
      that if
      a Financial Insurance Provider is the Controlling Party and it removes the
      Trustee pursuant to this Section
      11.7(b)
      without
      cause, such Financial Insurance Provider shall bear all costs incurred in
      connection with the amendment of the notation on the Certificates of Titles
      for
      the Cargo Vans and Pick-Up Trucks to reflect the change in Trustee. The Issuers
      (for so long as a Financial Insurance Provider is the Controlling Party, with
      the consent of the Controlling Party) shall, and the Controlling Party may,
      remove the Trustee upon notice to each Rating Agency if:

     

    (i)  the
      Trustee fails to comply with Section
      11.6;

     

    (ii)  the
      Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered
      with respect to the Trustee under the Bankruptcy Code;

     

    (iii)  a
      custodian or public officer takes charge of the Trustee or its property;
      or

     

    (iv)  the
      Trustee becomes incapable of acting.

     

    If
      the
      Trustee resigns or is removed or if a vacancy exists in the office of the
      Trustee for any reason, the Issuers shall promptly appoint a successor Trustee
      which shall be, so long as a Financial Insurance Provider is the Controlling
      Party, reasonably acceptable to the Controlling Party; provided,
      however
      that if
      an Event of Default has occurred and is continuing, only the Controlling Party
      may designate and appoint any successor Trustee.

     

    (c)  If
      a
      successor Trustee does not take office within thirty (30) days after the
      retiring Trustee resigns or is removed, the retiring Trustee, any Issuer or
      any
      Secured Party may petition any court of competent jurisdiction for the
      appointment of a successor Trustee.

     

    (d)  A
      successor Trustee shall deliver a written acceptance of its appointment to
      the
      retiring or removed Trustee, to the Issuers and to any Financial Insurance
      Provider. Thereupon the resignation or removal of the retiring Trustee shall
      become effective, and the successor Trustee shall have all the rights, powers
      and duties of the Trustee under the Base Indenture and any Series Supplement.
      The successor Trustee shall mail a notice of its succession to Noteholders.
      The
      retiring Trustee shall promptly transfer all property held by it as Trustee
      to
      the successor Trustee. Notwithstanding replacement of the Trustee pursuant
      to
      this Section
      11.7,
      the
      Issuers’ obligations under Sections
      11.5
      and
11.11
      shall
      continue for the benefit of the retiring Trustee.

     

    Section
      11.8.   Successor
      Trustee by Merger, etc. Subject
      to Section
      11.6,
      if the
      Trustee consolidates, merges or converts into, or transfers all or substantially
      all of its corporate trust business to, another corporation, the successor
      corporation without any further act shall be the successor Trustee; provided
      that
      such successor corporation shall provide written notice of such consolidation,
      merger or conversion to the Issuers, any Financial Insurance Provider and each
      Noteholder.

     

    
      
        
        

      

      
        55

        
          

        

      

      
        
        

      

    

     

    Section
      11.9.   Appointment
      of Co-Trustee or Separate Trustee.
      (a)
      Notwithstanding any other provisions of this Base Indenture or any Series
      Supplement, at any time, for the purpose of meeting any legal requirements
      of
      any jurisdiction in which any part of the Collateral may at the time be located,
      the Trustee shall have the power and may execute and deliver all instruments
      to
      appoint one or more persons to act as a co-trustee or co-trustees, or separate
      trustee or separate trustees, of all or any part of the Collateral, and to
      vest
      in such Person or Persons, in such capacity and for the benefit of the Secured
      Parties, such title to the Collateral, or any part thereof, and, subject to
      the
      other provisions of this Section
      11.9,
      such
      powers, duties, obligations, rights and trusts as the Trustee may consider
      necessary or desirable. No co-trustee or separate trustee hereunder shall be
      required to meet the terms of eligibility as a successor trustee under
Section
      11.6
      and no
      notice to Noteholders of the appointment of any co-trustee or separate trustee
      shall be required under Section
      11.7.
      No
      co-trustee shall be appointed without the consent of each Issuer unless such
      appointment is required as a matter of state law or to enable the Trustee to
      perform its functions hereunder.

     

    (b)  Every
      separate trustee and co-trustee shall, to the extent permitted by law, be
      appointed and act subject to the following provisions and
      conditions:

     

    (i)  The
      Notes
      of each Series shall be authenticated and delivered solely by the Trustee or
      an
      authenticating agent appointed by the Trustee;

     

    (ii)  All
      rights, powers, duties and obligations conferred or imposed upon the Trustee
      shall be conferred or imposed upon and exercised or performed by the Trustee
      and
      such separate trustee or co-trustee jointly (it being understood that such
      separate trustee or co-trustee is not authorized to act separately without
      the
      Trustee joining in such act), except to the extent that under any law of any
      jurisdiction in which any particular act or acts are to be performed, the
      Trustee shall be incompetent or unqualified to perform, such act or acts, in
      which event such rights, powers, duties and obligations (including the holding
      of title to the Collateral or any portion thereof in any such jurisdiction)
      shall be exercised and performed singly by such separate trustee or co-trustee,
      but solely at the direction of the Trustee;

     

    (iii)  No
      trustee hereunder shall be personally liable by reason of any act or omission
      of
      any other trustee hereunder; and

     

    (iv)  The
      Trustee may at any time accept the resignation of or remove any separate trustee
      or co-trustee.

     

    (c)  Any
      notice, request or other writing given to the Trustee shall be deemed to have
      been given to each of the then-separate trustees and co-trustees, as effectively
      as if given to each of them. Every instrument appointing any separate trustee
      or
      co-trustee shall refer to this Indenture and the conditions of this Article
      11.
      Each
      separate trustee and co-trustee, upon its acceptance of the trusts conferred,
      shall be vested with the estates or property specified in its instrument of
      appointment, either jointly with the Trustee or separately, as may be provided
      therein, subject to all the provisions of this Base Indenture, any Series
      Supplement and any other Security Agreement, specifically including every
      provision of this Base Indenture, any Series Supplement or any other Security
      Agreement relating to the conduct of, affecting the liability of,

     

    
      
        
        

      

      
        56

        
          

        

      

      
        
        
or
        affording protection to, the Trustee. Every such instrument shall be filed
        with
        the Trustee and a copy thereof given to the Issuers and any Financial Insurance
        Provider.

    

     

    (d)  Any
      separate trustee or co-trustee may at any time constitute the Trustee, its
      agent
      or attorney-in-fact with full power and authority, to the extent not prohibited
      by law, to do any lawful act under or in respect to this Base Indenture, any
      Series Supplement or any other Security Agreement on its behalf and in its
      name.
      If any separate trustee or co-trustee shall die, become incapable of acting,
      resign or be removed, all of its estates, properties, rights, remedies and
      trusts shall vest in and be exercised by the Trustee, to the extent permitted
      by
      law, without the appointment of a new or successor trustee.

     

    (e)  In
      connection with the appointment of a co-trustee, the Trustee may, at any time,
      at the Trustee’s sole cost and expense, without notice to the Noteholders but,
      so long as a Financial Insurance Provider is the Controlling Party, subject
      to
      the prior written consent of the Controlling Party, delegate its duties under
      this Base Indenture and any Series Supplement to any Person who agrees to
      conduct such duties in accordance with the terms hereof; provided,
      however,
      that no
      such delegation shall relieve the Trustee of its obligations and
      responsibilities hereunder with respect to any such delegated
      duties.

     

    Section
      11.10.   Representations
      and Warranties of the Trustee.
      The
      Trustee represents and warrants to each Issuer and the Secured Parties
      that:

     

    (i)  The
      Trustee is a national banking association, organized, existing and in good
      standing under the laws of the United States of America;

     

    (ii)  The
      Trustee has full power, authority and right to execute, deliver and perform
      this
      Base Indenture, any Series Supplement issued concurrently with this Base
      Indenture and each other Security Agreement and to authenticate the Notes,
      and
      has taken all necessary action to authorize the execution, delivery and
      performance by it of this Base Indenture, any Series Supplement issued
      concurrently with this Base Indenture and each other Security Agreement and
      to
      authenticate the Notes;

     

    (iii)  This
      Base
      Indenture and each other Security Agreement has been duly executed and delivered
      by the Trustee; and

     

    (iv)  The
      Trustee meets the requirements of eligibility as a trustee hereunder set forth
      in Section
      11.6.

     

    Section
      11.11.   Issuer
      Indemnification of the Trustee.
      The
      Issuers shall, jointly and severally, indemnify and hold harmless the Trustee
      and its directors, officers, agents and employees from and against any claim,
      loss, liability, expense, damage or injury suffered or sustained by reason
      of
      any acts, omissions or alleged acts or omissions arising out of the activities
      of the Trustee pursuant to this Base Indenture or any Series Supplement,
      including but not limited to any judgment, award, settlement, reasonable
      attorneys’ fees and other costs or expenses reasonably incurred in connection
      with the defense of any actual or threatened action, proceeding or claim;
provided,
      however,
      that
      the Issuers shall not indemnify the Trustee or its directors, officers,
      employees or agents if such acts, omissions or alleged acts or omissions
      constitute bad faith, negligence or willful misconduct by the Trustee;
provided further
      that
      any

     

    
      
        
        

      

      
        57

        
          

        

      

      
        
        
amounts
        payable pursuant to this Section
        11.11
        shall be
        made through the application of Collections made in accordance with the priority
        of payment provisions set forth in the applicable Series Supplement. The
        indemnity provided herein shall survive the termination of the Indenture
        and the
        resignation and removal of the Trustee.

    

     

     

    ARTICLE
      12.  

     

     

     

     

    DISCHARGE
      OF INDENTURE

     

    Section
      12.1.   Termination
      of the Issuers’ Obligations.
      (a)
      The
      Indenture shall cease to be of further effect (except that each Issuer’s
      obligations under Section
      11.5
      and
Section
      11.11
      and the
      Trustee’s and Paying Agent’s obligations under Section
      12.3
      shall
      survive) when all Outstanding Notes theretofore authenticated and issued have
      been delivered (other than destroyed, lost or stolen Notes which have been
      replaced or paid) to the Trustee for cancellation, the Issuers have paid all
      sums payable hereunder or under any Related Document and any Financial Insurance
      Provider has received all amounts due and payable to it hereunder or under
      any
      Related Document.

     

    (b)  In
      addition, except as may be provided to the contrary in any Series Supplement,
      the Issuers may terminate all of their obligations under the Indenture
      if:

     

    (i)  the
      Issuers irrevocably deposit in trust with the Trustee or at the option of the
      Trustee, with a trustee reasonably satisfactory to the Trustee and the Issuers
      under the terms of an irrevocable trust agreement in form and substance
      satisfactory to the Trustee, money or U.S. Government Obligations in an amount
      sufficient, in the opinion of a nationally recognized firm of independent
      certified public accountants expressed in a written certification thereof
      delivered to the Trustee, to pay, when due, principal of and interest and
      prepayment premium on the Notes to maturity or redemption, as the case may
      be,
      and to pay all other sums payable by them hereunder; provided,
      however,
      that
      (1) the trustee of the irrevocable trust shall have been irrevocably instructed
      to pay such money or the proceeds of such U.S. Government Obligations to the
      Trustee and (2) the Trustee shall have been irrevocably instructed to apply
      such
      money or the proceeds of such U.S. Government Obligations to the payment of
      said
      principal, interest and prepayment premium with respect to the
      Notes;

     

    (ii)  each
      Issuer delivers to the Trustee an Officer’s Certificate stating that all
      conditions precedent to satisfaction and discharge of the Indenture have been
      complied with, and an Opinion of Counsel to the same effect; 

     

    (iii)  the
      Rating Agency Condition is satisfied; and

     

    (iv)  any
      Financial Insurance Provider has received all amounts due and payable hereunder
      or under any other Related Document and any Financial Insurance Policy has
      been
      terminated or canceled (other than with regard to Preference Payments (as
      defined therein)) by the Trustee and returned to such Financial Insurance
      Provider.

     

    
      
        
        

      

      
        58

        
          

        

      

      
        
        

      

    

     

    Then,
      the
      Indenture shall cease to be of further effect (except as provided in this
Section
      12.1),
      and the
      Trustee, on demand of the Issuers, shall execute proper instruments
      acknowledging confirmation of and discharge under the Indenture.

     

    (c)  After
      such irrevocable deposit made pursuant to Section
      12.1(b)
      and
      satisfaction of the other conditions set forth herein, the Trustee upon request
      shall acknowledge in writing the discharge of the Issuers’ obligations under the
      Indenture except for those surviving obligations specified above.

     

    In
      order
      to have money available on a payment date to pay principal or interest on the
      Notes, the U.S. Government Obligations shall be payable as to principal or
      interest at least one Business Day before such payment date in such amounts
      as
      will provide the necessary money. U.S. Government Obligations shall not be
      callable at the issuer’s option.

     

    Section
      12.2.   Application
      of Trust Money.
      The
      Trustee or a trustee satisfactory to the Trustee and the Issuers shall hold
      in
      trust money or U.S. Government Obligations deposited with it pursuant to
Section
      12.1.
      The
      Trustee shall apply the deposited money and the money from U.S. Government
      Obligations through the Paying Agent in accordance with the Indenture to the
      payment of principal of and interest on the Notes.

     

    The
      provisions of this Section
      12.2
      shall
      survive the expiration or earlier termination of the Indenture.

     

    Section
      12.3.   Repayment
      to the Issuers.
      The
      Trustee and the Paying Agent shall promptly pay to the Issuers, at their
      direction upon written request, any excess money or, pursuant to Sections
      2.6,
      return
      any Notes held by them at any time.

     

    The
      provisions of this Section
      12.3
      shall
      survive the expiration or earlier termination of the Indenture.

     

    Section
      12.4.   Reinstatement.
      If the
      Trustee or Paying Agent is unable to apply any funds received under this
Article
      12
      by
      reason of any proceeding, order or judgment of any court or Governmental
      Authority enjoining, restraining or otherwise prohibiting such application,
      the
      Issuer Obligations shall be revived and reinstated as though no deposit had
      occurred, until such time as the Trustee or Paying Agent is permitted to apply
      all such funds or property in accordance with this Article
      12.
      If the
      Issuers make any payment of principal of, or interest or prepayment premium
      on,
      any Notes or any other sums under the Indenture while such obligations have
      been
      reinstated, the Issuers shall be subrogated to the rights of the Noteholders
      or
      other Secured Parties who received such funds or property from the Trustee
      to
      receive such payment in respect of the Notes.

     

    ARTICLE
      13.  

     

     

    AMENDMENTS

     

    Section
      13.1.   Without
      Consent of the Noteholders.
      Without
      the consent of any Noteholder, the Issuers and the Trustee (solely as long
      as a
      Financial

     

    
      
        
        

      

      
        59

        
          

        

      

      
        
        
Insurance
        Provider is the Controlling Party, acting at the direction of the Controlling
        Party), at any time and from time to time, may, with the written consent
        of the
        Controlling Party (solely as long as a Financial Insurance Provider is the
        Controlling Party), enter into one or more Supplements hereto, in form
        satisfactory to the Trustee, and any Issuer may amend or otherwise modify
        any
        Related Document to which it is a party, in each case for any of the following
        purposes:

    

     

    (a) subject
      to Section
      2.3,
      to
      create a new Series of Notes;

     

    (b) to
      add to
      the covenants of any Issuer for the benefit of any Secured Parties or to
      surrender any right or power herein conferred upon any Issuer (provided,
      however,
      that no
      Issuer will pursuant to this subsection
      13.1(b)
      surrender any right or power it has against any other Issuer, the Nominee
      Titleholder, the Fleet Manager or any Rental Company under the Related
      Documents);

     

    (c) to
      mortgage, pledge, convey, assign and transfer to the Trustee any prop-erty
      or
      assets as security for the Notes and to specify the terms and conditions upon
      which such property or assets are to be held and dealt with by the Trustee
      and
      to set forth such other provisions in respect thereof as may be required by
      the
      Indenture or as may, consistent with the provisions of the Indenture, be deemed
      appropriate by the Issuers and the Trustee, or to correct or amplify the
      description of any such property or assets at any time so mortgaged, pledged,
      conveyed and transferred to the Trustee on behalf of the Secured
      Parties;

     

    (d) to
      cure
      any mistake, ambiguity, defect, or inconsistency or to correct or supplement
      any
      provision contained herein or in any Related Document to which any Issuer is
      a
      party;

     

    (e) to
      evidence and provide for the acceptance of appointment hereunder by a successor
      Trustee with respect to the Notes; or

     

    (f) to
      correct or supplement any provision herein or in any Related Document to which
      any Issuer is a party which may be inconsistent with any other provision herein
      or therein or to make consistent any other provisions with respect to matters
      or
      questions arising hereunder or under any Related Document to which any Issuer
      is
      a party;

     

    provided,
      however,
      that,
      so long as a Financial Insurance Provider is not the Controlling Party, such
      action shall not adversely affect in any material respect the interests of
      any
      Noteholders, as evidenced by an Opinion of Counsel delivered to the Trustee;
      provided further
      that the
      failure of any Financial Insurance Provider to respond to the Issuers’ written
      request for consent to any amendment pursuant to clause
      (d)
      or
(f)
      above
      (which request refers to this Section
      13.1
      and
      includes the text of this proviso therein in its entirety) within fifteen (15)
      Business Days of actual receipt thereof by an Authorized Officer of such
      Financial Insurance Provider will constitute such Controlling Party’s consent to
      such amendment. Upon the request of the Issuers, the Trustee shall join with
      the
      Issuers in the execution of any Supplement authorized or permitted by the terms
      of the Indenture and shall make any further appropriate agreements and
      stipulations which may be therein contained, but the Trustee shall not be
      obligated to enter into such Supplement which adversely affects its own rights,
      duties or immunities under the Indenture or otherwise. The Issuers shall give,
      or cause to be given, prior written notice of any amendment to be made pursuant
      to this Section
      13.1
      to each
      Rating Agency.

     

    
      
        
        

      

      
        60

        
          

        

      

      
        
        

      

    

     

    Section
      13.2.   With
      Consent of the Noteholders.
      Except
      as provided in Section
      13.1,
      the
      provisions of this Base Indenture and any Series Supplement (unless otherwise
      provided in such Series Supplement) and each other Related Document to which
      any
      Issuer is a party may from time to time be amended, modified or waived, if
      such
      amendment, modification or waiver is in writing and consented to in writing
      by
      each Issuer, the Trustee (acting at the direction of the Controlling Party)
      and
      the Controlling Party. In addition to the foregoing:

     

    (i)  (w)
      any
      modification of this Section
      13.2,
      (x) any
      change in any requirement hereunder that any particular action be taken by
      Noteholders holding the relevant percentage in principal amount of the Notes,
      (y) any change in the definition of the term “Aggregate Note Balance” or any
      defined term used for the purpose of such definition and (z) any change in
      the
      definition of the terms “Aggregate Asset Amount,” “Aggregate Asset Amount
      Deficiency,” “Discounted Aggregate Asset Amount” or any defined term used for
      the purpose of any such definitions, which change, solely in the case of
clause
      (z),
      could
      reasonably be expected to have a material adverse effect on any Noteholder,
      shall require the consent of each affected Noteholder; and

     

    (ii)  any
      amendment, waiver or other modification that would (a) extend the due date
      for,
      or reduce the amount of any scheduled repayment or prepayment of principal
      of or
      interest on any Note (or reduce the principal amount of or rate of interest
      on
      any Note) shall require the consent of each affected Noteholder; (b) approve
      the
      assignment or transfer by any Issuer of any of its rights or obligations
      hereunder or under any other Related Document to which it is a party except
      pursuant to the express terms hereof or thereof shall require the consent of
      each Noteholder; (c) release any obligor under any Related Document to which
      it
      is a party except pursuant to the express terms of such Related Document shall
      require the consent of each Noteholder; (d) affect adversely the interests,
      rights or obligations of any Noteholder individually in comparison to any other
      Noteholder shall require the consent of such Noteholder; or (e) amend or
      otherwise modify any Rapid Amortization Event not subject to waiver shall
      require the consent of each affected Noteholder.

     

    The
      Issuers shall give, or cause to be given, prior written notice of any amendment
      to be made pursuant to this Section
      13.2
      to each
      Rating Agency.

     

    Section
      13.3.   Supplements

     

    .
      Each
      amendment or other modification to the Indenture or the Notes shall be set
      forth
      in a Supplement. In addition to the manner provided in Sections
      13.1
      and
13.2,
      each
      Series Supplement may be amended as provided for in such Series
      Supplement.

     

    Section
      13.4.   Revocation
      and Effect of Consents.
      Until
      an amendment or waiver becomes effective, a consent to it by a Noteholder of
      a
      Note is a continuing consent by the Noteholder and every subsequent Noteholder
      of a Note or portion of a Note that evidences the same debt as the consenting
      Noteholder’s Note, even if notation of the consent is not made on any Note.
      However, any such Noteholder or subsequent Noteholder may revoke the consent
      as
      to his Note or portion of a Note if the Trustee receives written notice of
      revocation before the date the amendment or waiver becomes effective. An
      amendment or waiver becomes effective

     

    
      
        
        

      

      
        61

        
          

        

      

      
        
        
in
        accordance with its terms and thereafter binds every Noteholder. The Issuers
        may
        fix a record date for determining which Noteholders must consent to such
        amendment or waiver.

    

     

    Section
      13.5.   Notation
      on or Exchange of Notes.
      The
      Trustee may place an appropriate notation about an amendment or waiver on any
      Note thereafter authenticated. The Issuers in exchange for all Notes may issue
      and the Trustee shall authenticate new Notes that reflect the amendment or
      waiver. Failure to make the appropriate notation or issue a new Note shall
      not
      affect the validity and effect of such amendment or waiver.

     

    Section
      13.6.   The
      Trustee to Sign Amendments, etc. The
      Trustee shall sign any Supplement authorized pursuant to this Article
      13
      if the
      Supplement does not adversely affect the rights, duties, liabilities or
      immunities of the Trustee. If it does, the Trustee may, but need not, sign
      it.
      In signing such Supplement, the Trustee shall be entitled to receive, if
      requested, an indemnity reasonably satisfactory to it and to receive and shall
      be fully protected in relying upon, Officer’s Certificates and an Opinion of
      Counsel as conclusive evidence that such Supplement is authorized or permitted
      by the Indenture and that it will be valid and binding upon the Issuers in
      accordance with its terms.

     

    ARTICLE
      14.  

     

     

    MISCELLANEOUS

     

    Section
      14.1.   Notices.
      (a)
      Any
      notice or communication under the Indenture by any Issuer to the Trustee or
      any
      other party, or by the Trustee to any Issuer or any other party shall be in
      writing and delivered in person or mailed by first-class mail (registered or
      certified, return receipt requested), facsimile, overnight air courier
      guaranteeing next day delivery or, solely with the recipient’s consent, e-mail,
      to the other’s address, which may be updated or amended from time to time by
      written notice to the other party:

     

    If
      to any
      Issuer:

     

    


     

    c/o
      U-Haul S Fleet, LLC

    1325
      Airmotive Way, Suite 100

    Reno,
      Nevada 89502

     

    Attn: Assistant
      Treasurer

    Fax: (775)
      688-6338

    Email: rwardrip@amerco.com

     

    with
      a
      copy to:

     

     

    c/o
      U-Haul S Fleet, LLC

    2727
      N.
      Central Avenue

    Phoenix,
      Arizona 85004

     

    Attn: Assistant
      General Counsel and Secretary

    Fax: (602)
      263-6173

    Email: jeniffer_settles@uhaul.com

     

    
      
        
        

      

      
        62

        
          

        

      

      
        
        

      

    

     

    with
      a
      copy to the Administrator:

     

    U-Haul
      International, Inc.

    2727
      N.
      Central Avenue

    Phoenix,
      Arizona 

     

    Attn: Assistant
      General Counsel and Secretary

    Fax: (602)
      263-6173

    Email: jeniffer_settles@uhaul.com

     

    If
      to the
      Trustee:

     

    U.S.
      Bank
      National Association

    c/o
      U.S.
      Bank Corporate Trust Services

    209
      South
      LaSalle Street, 3rd
      Floor

    Mailcode:
      MK-IL-RY3B

    Chicago,
      Illinois 60604-1219

     

    Attn: U-Haul
      2007-1

    Phone: (312)
      325-8904

    Fax: (312)
      325-8905

     

    If
      to an
      Enhancement Provider, at the address provided in the applicable Enhancement
      Agreement.

     

    Any
      Issuer or the Trustee by notice to the other and each Enhancement Provider
      may
      designate additional or different addresses for subsequent notices or
      communications; provided,
      however,
      no
      Issuer may not at any time designate more than a total of three (3) addresses
      to
      which notices must be sent in order to be effective.

     

    Any
      notice (i) given in person shall be deemed delivered on the date of delivery
      of
      such notice, (ii) given by first class mail shall be deemed given five (5)
      days
      after the date that such notice is mailed, (iii) delivered by facsimile or
      other
      electronic means (including e-mail) shall be deemed given on the date of
      delivery of such notice, and (iv) delivered by overnight air courier shall
      be
      deemed delivered one Business Day after the date that such notice is delivered
      to such overnight courier.

     

    Notwithstanding
      any provisions of the Indenture to the contrary, the Trustee shall have no
      liability based upon or arising from the failure to receive any notice required
      by or relating to the Indenture or the Notes.

     

    If
      the
      Issuers mail a notice or communication to Noteholders, they shall mail a copy
      to
      the Trustee and any Financial Insurance Provider at the same time.

     

    (b)  Where
      the
      Indenture provides for notice to Noteholders of any event, such notice shall
      be
      sufficiently given (unless otherwise herein expressly provided) if sent in
      writing and mailed, first-class postage prepaid, to each Noteholder affected
      by
      such event, at its address as it appears in the Note Register, not later than
      the latest date, and not earlier than the earliest

     

    
      
        
        

      

      
        63

        
          

        

      

      
        
        
date,
        prescribed (if any) for the giving of such notice. In any case where notice
        to
        Noteholder is given by mail, neither the failure to mail such notice, nor
        any
        defect in any notice so mailed, to any particular Noteholder shall affect
        the
        sufficiency of such notice with respect to other Noteholders, and any notice
        which is mailed in the manner herein provided shall be conclusively presumed
        to
        have been duly given. Where the Indenture provides for notice in any manner,
        such notice may be waived in writing by any Person entitled to receive such
        notice, either before or after the event, and such waiver shall be the
        equivalent of such notice. Waivers of notice by Noteholders shall be filed
        with
        the Trustee, but such filing shall not be a condition precedent to the validity
        of any action taken in reliance upon such waiver. Any notice delivered to
        any
        Issuer in accordance with the terms of this Section
        14.1
        shall be
        deemed to have been given to each Issuer.

    

     

    In
      the
      case by reason of the suspension of regular mail service or by reason of any
      other cause it shall be impracticable to give such notice by mail, then such
      notification as shall be made that is satisfactory to the Trustee shall
      constitute a sufficient notification for every purpose hereunder.

     

    Section
      14.2.   Communication
      by Noteholders With Other Noteholders.
      Noteholders may communicate with other Noteholders with respect to their rights
      under this Indenture or the Notes and any Financial Insurance Provider may
      communicate with any Noteholders.

     

    Section
      14.3.   Certificate
      and Opinion as to Conditions Precedent.
      Upon
      any request or application by the Issuers to the Trustee to take any action
      under the Indenture or any other Security Agreement , the Issuers shall furnish
      to the Trustee an Officer’s Certificate of each Issuer in form and substance
      reasonably satisfactory to the Trustee (which shall include the statements
      set
      forth in Section
      14.4)
      stating
      that, in the opinion of the signers, all conditions precedent and covenants,
      if
      any, provided for in the Indenture or any other Security Agreement relating
      to
      the proposed action have been complied with.

     

    Section
      14.4.   Statements
      Required in Certificate.
      Each
      certificate with respect to compliance with a condition or covenant provided
      for
      in the Indenture or any other Security Agreement shall include:

     

    (a) a
      statement that the Person giving such certificate has read such covenant or
      condition;

     

    (b) a
      brief
      statement as to the nature and scope of the examination or investigation upon
      which the statements contained in such certificate are based;

     

    (c) a
      statement that, in the opinion of such Person, he has made such examination
      or
      investigation as is necessary to enable him to express an informed opinion
      as to
      whether or not such covenant or condition has been complied with;
      and

     

    (d) a
      statement as to whether or not, in the opinion of such Person, such condition
      or
      covenant has been complied with.

     

    
      
        
        

      

      
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    Section
      14.5.   Rules
      by the Trustee.
      The
      Trustee may make reasonable rules for action by or at a meeting of
      Noteholders.

     

    Section
      14.6.   Duplicate
      Originals.
      The
      parties may sign any number of copies of this Base Indenture. One signed copy
      is
      sufficient to prove this Base Indenture.

     

    Section
      14.7.   Benefits
      of Indenture.
      Except
      as set forth in a Series Supplement, nothing in this Base Indenture or in the
      Notes, expressed or implied, shall give to any Person, other than the parties
      hereto and their successors hereunder and the Holders, any benefit or any legal
      or equitable right, remedy or claim under the Indenture. Each Financial
      Insurance Provider shall be deemed to be a third-party beneficiary of this
      Base
      Indenture and shall be entitled to enforce the obligations of the parties
      hereunder.

     

    Section
      14.8.   Payment
      on Business Day.
      In any
      case where any Payment Date, redemption date or maturity date of any Note shall
      not be a Business Day, then (notwithstanding any other provision of the
      Indenture) payment of interest or principal (and prepayment premium, if
      any),
      as
      the
      case may be, need not be made on such date but may be made on the next
      succeeding Business Day with the same force and effect as if made on the Payment
      Date, redemption date, or maturity date; provided,
      however,
      that no
      interest shall accrue for the period from and after such Payment Date,
      redemption date, or maturity date, as the case may be.

     

    Section
      14.9.   Governing
      Law.
      THIS
      BASE INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE
      WITH, THE LAW OF THE STATE OF NEW YORK.

     

    Section
      14.10.   No
      Adverse Interpretation of Other Agreements.
      The
      Indenture may not be used to interpret another indenture, loan or debt agreement
      of any Issuer or an Affiliate of any Issuer. Any such indenture, loan or debt
      agreement may not be used to interpret the Indenture.

     

    Section
      14.11.   Successors.
      All
      agreements of each Issuer in the Indenture and the Notes shall bind its
      successor; provided,
      however,
      no
      Issuer may assign its obligations or rights under the Indenture or any Related
      Document except with the prior written consent of the Controlling Party and
      in
      accordance with the terms thereof. All agreements of the Trustee in the
      Indenture shall bind its successor.

     

    Section
      14.12.   Severability.
      In case
      any provision in the Indenture or in the Notes shall be invalid, illegal or
      unenforceable, the validity, legality and enforceability of the remaining
      provisions shall not in any way be affected or impaired thereby.

     

    Section
      14.13.   Counterpart
      Originals.
      The
      parties may sign any number of copies of this Base Indenture. Each signed copy
      shall be an original, but all of them together represent the same
      agreement.

     

    Section
      14.14.   Table
      of Contents, Headings, etc. The
      Table
      of Contents, Cross-Reference Table, and headings of the Articles and Sections
      of
      this Base Indenture have been inserted for convenience of reference only, are
      not to be considered a part hereof, and shall in no way modify or restrict
      any
      of the terms or provisions hereof.

     

    
      
        
        

      

      
        65

        
          

        

      

      
        
        

      

    

     

    Section
      14.15.   Termination;
      Collateral.
      This
      Base Indenture, and any grants, pledges and assignments hereunder, shall become
      effective concurrently with the issuance of the first Series of Notes and,
      subject to Section
      3.4,
      shall
      terminate when (a) all Issuer Obligations shall have been fully paid and
      satisfied, (b) the obligations of each Enhancement Provider under any
      Enhancement and related documents have terminated and been released, and
      (c) any Enhancement shall have terminated, at which time the Trustee, at
      the request of the Issuers and upon receipt of an Officer’s Certificate from
      each Issuer to the effect that the conditions in clauses (a), (b)
      and
      (c) above have been complied with and upon receipt of a certificate from the
      Trustee and each Enhancement Provider to the effect that the conditions in
      clauses
      (a), (b)
      and
(c)
      above
      relating to Issuer Obligations to the Noteholders and each Enhancement Provider
      have been complied with, shall reassign (without recourse upon, or any warranty
      whatsoever by, the Trustee) and deliver all Collateral and documents then in
      the
      custody or possession of the Trustee promptly to the order of the Issuers;
      provided,
      however,
      that
      the grants, pledges and assignments so terminated shall continue to be effective
      or automatically be reinstated, as the case may be, if payment of any Issuer
      Obligation is rescinded or otherwise must be restored or returned
      by the Trustee or any Noteholder upon the insolvency, bankruptcy,
      dissolution, liquidation or reorganization of any Issuer or any other
      obligor or otherwise, all as though such payments had not been
      made.

     

    Section
      14.16.   Release
      of an Issuer.
      In the
      event that all of the Cargo Vans or Pick-Up Trucks, as applicable, owned by
      a
      Cargo Van/Pick-Up Truck SPV are sold or otherwise disposed of in accordance
      with
Section
      IV
      of the
      SPV Fleet Owner Agreement and the Disposition Proceeds thereof are distributed
      in accordance with the terms of the Indenture, such Cargo Van/Pick-Up Truck
      SPV
      shall be released and discharged from its obligations under the Indenture and
      shall be deemed to no longer be an Issuer hereunder.

     

    Section
      14.17.   No
      Bankruptcy Petition.
      Each of
      the Secured Parties and the Trustee hereby covenants and agrees that, prior
      to
      the date which is one year and one day after the payment in full of all Issuer
      Obligations, it will not institute against, or join with any other Person in
      instituting against, any Issuer, any Permitted Note Issuance SPV or the Nominee
      Titleholder any bankruptcy, reorganization, arrangement, insolvency or
      liquidation proceedings, or other proceedings, under any federal or state
      bankruptcy or similar law; provided,
      however,
      that
      nothing in this Section
      14.17
      shall
      constitute a waiver of any right to indemnification, reimbursement or other
      payment from the Issuers pursuant to this Base Indenture or any other Related
      Document. In the event that any such Secured Party or any Trustee takes action
      in violation of this Section
      14.17,
      such
      Issuer, such Permitted Note Issuance SPV or the Nominee Titleholder shall file
      an answer with the bankruptcy court or otherwise properly contesting the filing
      of such a petition by any such Secured Party or the Trustee against such Issuer,
      such Permitted Note Issuance SPV or the Nominee Titleholder or the commencement
      of such action and raising the defense that such Secured Party or the Trustee
      has agreed in writing not to take such action and should be estopped and
      precluded therefrom and such other defenses, if any, as its counsel advises
      that
      it may assert. The provisions of this Section
      14.17
      shall
      survive the termination of this Base Indenture, and the resignation or removal
      of the Trustee. Nothing contained herein shall preclude participation by any
      Secured Party or the Trustee in the assertion or defense of its claims in any
      such proceeding involving any Issuer, any Permitted Note Issuance SPV or the
      Nominee Titleholder.

     

    
      
        
        

      

      
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    Section
      14.18.   No
      Recourse.Notwithstanding
      any provisions herein to the contrary, all of the obligations of each Issuer
      under or in connection with the Notes and the Indenture are nonrecourse
      obligations of such Issuer payable solely from the Collateral and following
      realization of the Collateral and its reduction to zero, any claims of the
      Noteholders and the Trustee against such Issuer shall be extinguished and shall
      not thereafter revive. Each Noteholder, by accepting a Note, acknowledges and
      agrees that the Issuers will only make payments with respect to any Issuer
      Obligations to the extent of funds available pursuant to the terms of the
      Indenture. It is understood that the foregoing provisions of this Section
      14.18
      shall
      not (i) prevent recourse to the Collateral for the sums due or to become due
      under any security, instrument or agreement which is part of the Collateral
      or
      (ii) constitute a waiver, release or discharge of any indebtedness or obligation
      evidenced by the Notes or secured by the Indenture (to the extent it relates
      to
      the obligation to make payments on the Notes) until such Collateral has been
      realized and reduced to zero, whereupon any outstanding Indebtedness or other
      obligation in respect of the Notes shall be extinguished and shall not
      thereafter revive. It is further understood that the foregoing provisions of
      this Section
      14.18
      shall
      not limit the right of any Person to name any Issuer as a party defendant in
      any
      Proceeding or in the exercise of any other remedy under the Notes or the
      Indenture, so long as no judgment in the nature of a deficiency judgment shall
      be asked for or (if obtained) enforced against any such Person or
      entity.

     

    Section
      14.19.   Subordination.Each
      Noteholder by accepting a Note acknowledges and agrees that such Note represents
      nonrecourse indebtedness of the Issuers secured by the Collateral and that
      as a
      Noteholder it shall have no right, title, claim or interest in or to any other
      assets pledged by USF to secure any other Indebtedness of USF (“Other
      Assets”),
      it
      being understood and agreed by the Issuers that the Collateral shall not be
      pledged to secure any other Indebtedness. To the extent that, notwithstanding
      the agreements and provisions contained in the preceding sentence of this
Section
      14.19,
      any
      Noteholder either (i) asserts an interest or claim to, or benefit from, Other
      Assets or (ii) is deemed to have any such interest, claim or benefit in or
      from
      Other Assets, whether by operation of law, legal process, pursuant to applicable
      provisions of insolvency laws or otherwise (including by virtue of Section
      1111(b) of the Bankruptcy Code or any successor provision having similar effect
      under the Bankruptcy Code), each Noteholder by accepting a Note further
      acknowledges and agrees that any such interest, claim or benefit in or from
      Other Assets is and shall be expressly subordinated to the indefeasible payment
      in full of all Indebtedness secured by such Other Assets (whether or not any
      such entitlement or security interest is legally perfected or otherwise entitled
      to a priority of distribution or application under applicable law, including
      insolvency laws), including, the payment of post-petition interest on such
      other
      Indebtedness. This subordination agreement shall be deemed a subordination
      agreement within the meaning of Section 510(a) of the Bankruptcy Code. Each
      Noteholder further acknowledges and agrees that no adequate remedy at law exists
      for a breach of this Section
      14.19
      and the
      terms of this Section
      14.19
      may be
      enforced by an action for specific performance. Nothing herein is intended
      to be
      construed to permit the issuance of other Indebtedness of any Cargo Van/Pick-Up
      Truck SPV while the Indebtedness under the Notes is Outstanding, or to permit
      USF to issue any Indebtedness except on the terms and conditions expressly
      provided herein.

     

    Section
      14.20.   Waiver
      of Trial by Jury.
      EACH
      PARTY HERETO HEREBY EXPRESSLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION
      OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS BASE

     

    
      
        
        

      

      
        67

        
          

        

      

      
        
        
INDENTURE
        OR ANY SERIES SUPPLEMENT HERETO OR ANY OTHER RELATED DOCUMENT TO WHICH IT
        IS A
        PARTY, OR UNDER ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED
        OR
        WHICH MAY IN THE FUTURE BE DELIVERED IN CONNEC-TION THEREWITH OR ARISING
        FROM
        ANY RELATIONSHIP EXISTING IN CONNECTION WITH THIS BASE INDENTURE OR ANY SERIES
        SUPPLEMENT HERETO OR ANY RELATED TRANSACTION, AND AGREES THAT ANY SUCH ACTION
        OR
        PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A
        JURY.

    

     

    Section
      14.21.   Submission
      to Jurisdiction.
      The
      Trustee may enforce any claim arising out of the Indenture in any state or
      federal court having subject matter jurisdiction and located in New York, New
      York. For the purpose of any action or proceeding instituted with respect to
      any
      such claim, each Issuer hereby irrevocably submits to the jurisdiction of such
      courts. Each Issuer irrevocably consents to the service of process out of said
      courts by mailing a copy thereof, by registered mail, postage prepaid, to such
      Issuer and agrees that such service, to the fullest extent permitted by law,
      (i)
      shall be deemed in every respect effective service of process upon it in any
      such suit, action or proceeding and (ii) shall be taken and held to be valid
      personal service upon and personal delivery to it. Nothing herein contained
      shall affect the right of the Trustee to serve process in any other manner
      permitted by law or preclude the Trustee from bringing an action or proceeding
      in respect hereof in any other country, state or place having jurisdiction
      over
      such action. Each Issuer hereby irrevocably waives, to the fullest extent
      permitted by law, any objection which it may have or hereafter have to the
      laying of the venue of any such suit, action or proceeding brought in any such
      court located in New York, New York and any claim that any such suit, action
      or
      proceeding brought in such a court has been brought in an inconvenient
      forum.

     

    Section
      14.22.   Know
      Your Customer.
      To help
      the government fight the funding of terrorism and money laundering activities,
      Federal law requires all financial institutions to obtain, verify and record
      information that identifies each person who opens an account. For a
      non-individual Person such as a business entity, a charity, a trust or other
      legal entity, the Trustee will ask for documentation to verify its formation
      and
      existence as a legal entity. The Trustee may also ask to see financial
      statements, licenses, identification and authorization documents from
      individuals claiming authority to represent the entity or other relevant
      documentation.


    
      
        
          


        

        
        

      

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

     

    U-HAUL
      S
      FLEET, LLC,

    as
      Issuer

    


     

    By:              

    Name:

    Title:

     

    2007
      BE-1, LLC,

    as
      Issuer

    


     

    By:              

    Name:

    Title:

     

    2007
      BP-1, LLC,

    as
      Issuer

    


     

    By:              

    Name:

    Title:

     

    U.S.
      BANK
      NATIONAL ASSOCIATION,

    as
      Trustee

    


     

    By:              

    Name:

    Title:

     

    



    
      
        
          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    Schedule
      I

    Definitions
      List

    
      
         

      



    


    



    
      
        
          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    

    EXHIBIT
      A



    


    FORM
      OF MONTHLY REPORT

    


    


    



    
      
        
          


        

        A-1

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



     

    EXHIBIT
      B

     

    LIMITED
      GUARANTEE 

     

    made
      by

     

    [CARGO
      VAN/PICK-UP TRUCK SPV]

     

    in
      favor
      of

     

    [PERMITTED
      NOTE ISSUANCE TRUSTEE]

     

    


     

    Dated
      as
      of [__________ __, _____]

     

    


     

     


    
      
        
          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    


     

    LIMITED
      GUARANTEE

     

    This
      LIMITED GUARANTEE (this “Limited
      Guarantee”), dated
      as
      of [________ ___, ____] made by [CARGO VAN/PICK-UP TRUCK SPV], a Nevada limited
      liability company (the “Guarantor”),
      in
      favor of [PERMITTED NOTE ISSUANCE TRUSTEE], a [_____________] (the “Permitted
      Note Issuance Trustee”).

     

    RECITALS:

     

    WHEREAS,
      the Guarantor, U-Haul S Fleet, LLC (“USF”),
      and
      each other Cargo Van/Pick-Up Truck SPV have entered into that certain 2007-1
      Cargo Van/Pick-Up Truck Base Indenture with U.S. Bank National Association,
      dated as of the date hereof (as amended, supplemented or otherwise modified
      in
      accordance with its terms, the “Base
      Indenture”),
      as
      supplemented by one or more Series Supplements thereto (as so supplemented,
      the
“Indenture”),
      providing for the issuance by the Guarantor, USF and each other Cargo
      Van/Pick-Up Truck SPV of one or more series of notes (the “Notes”);

     

    WHEREAS,
      USF has entered into an indenture, dated the date hereof (the “Permitted
      Note Issuance Indenture”)
      with
      the Permitted Note Issuance Trustee pursuant to which it will issue, jointly
      and
      severally with [___________], [___________] and [____________] (collectively,
      the “Permitted
      Note Issuance SPVs”),
      one
      or more series of Permitted Notes;

     

    WHEREAS,
      the Guarantor has obtained or will obtain benefits from the use of the proceeds
      of the issuance of the Notes; and

     

    WHEREAS,
      pursuant to the terms of the Base Indenture, and as a condition to the issuance
      of the Permitted Notes in accordance with the Permitted Note Issuance Indenture,
      the Guarantor is required to guarantee, on an unsecured basis, the full and
      prompt payment of the Guaranteed Obligations (as hereinafter defined) when
      due
      pursuant to, and in accordance with, the terms and conditions of this Limited
      Guarantee;

     

    NOW,
      THEREFORE, in consideration of the mutual agreements contained herein and other
      good and valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, the Guarantor hereby agrees, covenants, represents and warrants
      to
      the Permitted Note Issuance Trustee as follows:

     

    Section
      1. Definitions.
      (a) All
      capitalized terms used and not defined herein shall have the respective meanings
      given such terms in Schedule I to the Base Indenture; provided,
      however,
      that if
      a term used herein is defined both herein and in the Base Indenture, the
      definition of such term herein shall govern.

     

    (b) The
      words
“hereof,” “herein”, “hereto” and “hereunder” and words of similar import when
      used in this Limited Guarantee shall refer to this Limited Guarantee as a whole
      and not to any particular provision of this Limited Guarantee, and Section
      references are to this Limited Guarantee unless otherwise
      specified.

     

    
      
        B-1

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (c) The
      meanings given to terms defined herein shall be equally applicable to both
      the
      singular and plural forms of such terms.

     

    Section
      2. Guarantee.
      a)
      The
      Guarantor hereby irrevocably, absolutely and unconditionally assumes liability
      for, and guarantees for the benefit of the Permitted Note Issuance Trustee,
      the
      prompt and complete payment and performance of the following obligations and
      liabilities (hereinafter collectively referred to as the “Guaranteed
      Obligations”)
      on the
      terms set forth herein:

     

    (i) payment
      by USF of all amounts owed by it pursuant to its joint liability under the
      Permitted Note Issuance Indenture in connection with any Permitted Notes issued
      thereunder, whether for principal, interest, prepayment premium, fees,
      penalties, expenses, indemnities or otherwise; and

     

    (ii) payment
      of any and all expenses, including reasonable attorneys’ fees incurred by the
      Permitted Note Issuance Trustee in enforcing its rights under this Limited
      Guarantee. 

     

    (b) All
      sums
      payable under this Limited Guarantee shall be payable within five (5) days
      after
      demand therefor and without reduction for any offset, claim, counterclaim or
      defense. 

     

    (c) All
      amounts payable by the Guarantor under this Limited Guarantee will be made
      through the application of Collections made in accordance with the priority
      of
      payment provisions set forth in the Indenture.

     

    Section
      3. Representations
      and Warranties.
      The
      Guarantor hereby represents and warrants to the Permitted Note Issuance Trustee,
      as of the date hereof and as of each date of issuance of any Permitted Notes
      under the Permitted Note Issuance Indenture that:

     

    (a) Organization;
      Ownership; Power; Qualification.
      The
      Guarantor (i) is a limited liability company, duly organized, validly existing
      and in good standing under the laws of the jurisdiction of its formation, (ii)
      has the power and authority to own its properties and to carry on its business
      as now being and hereafter proposed to be conducted and (iii) is duly qualified,
      in good standing and authorized to do business in each jurisdiction in which
      the
      character of its properties or the nature of its businesses requires such
      qualification or authorization, except, in the case of clause
      (iii),
      for
      such qualification or authorization the lack of which could not be reasonably
      expected to have a Material Adverse Effect.

     

    (b) Power
      and Authorization; Enforceability.
      The
      Guarantor has the power and has taken all necessary action to authorize it
      to
      execute, deliver and perform this Limited Guarantee and each of the other
      Related Documents to which it is a party in accordance with their respective
      terms, and to consummate the transactions contemplated hereby and thereby.
      This
      Limited Guarantee has been duly executed and delivered by the Guarantor and
      is,
      and each of the other Related Documents to which the Guarantor is a party is,
      a
      legal, valid and binding obligation of the Guarantor enforceable in accordance
      with its terms.

     

    
      
        
        

      

      
        B-2

        
          

        

      

      
        
        

      

    

     

    (c) Compliance.
      The
      execution, delivery and performance by the Guarantor of this Limited Guarantee
      and each other Related Document to which it is a party, and the consummation
      of
      the transactions contemplated hereby and thereby, do not and will not (i)
      require any consent, approval, authorization or registration not already
      obtained or effected, (ii) violate any applicable law with respect to the
      Guarantor which violation could result in a material adverse effect on its
      financial condition, business, prospects or properties or a Material Adverse
      Effect, (iii) conflict with, result in a breach of, or constitute a default
      under the certificate of formation or limited liability company agreement of
      the
      Guarantor, or under any indenture, agreement, or other instrument to which
      the
      Guarantor is a party or by which its properties may be bound, or (iv) result
      in
      or require the creation or imposition of any Lien upon or with respect to any
      property now owned or hereafter acquired by the Guarantor except Permitted
      Liens.

     

    (d) Litigation.
      There is
      no action, suit or proceeding pending against or, to the knowledge of the
      Guarantor, threatened against or affecting the Guarantor before any court or
      arbitrator or any Governmental Authority that could materially adversely affect
      the financial position, results of operations, business, properties, performance
      or condition (financial or otherwise) of the Guarantor or which in any manner
      draws into question the validity or enforceability of this Limited Guarantee
      or
      any other Related Document or the ability of the Guarantor to comply with any
      of
      the respective terms hereunder or thereunder.

     

    Section
      4. Covenants.
      The
      Guarantor hereby covenants and agrees that, until the payment in full of all
      Issuer Obligations under the Indenture:

     

    (a) Existence;
      Foreign Qualification.
      The
      Guarantor shall do and cause to be done at all times all things necessary to
      (i)
      maintain and preserve its existence as a limited liability company, (ii) be,
      and
      ensure that it is, duly qualified to do business and in good standing as a
      foreign limited liability company in each jurisdiction where the nature of
      its
      business makes such qualification necessary and the failure to so qualify would
      have a material adverse effect on its financial condition, business, prospects
      or properties or a Material Adverse Effect and (iii) comply with all Contractual
      Obligations and Requirements of Law binding upon it, except to the extent that
      the failure to comply therewith would not, in the aggregate, have a material
      adverse effect on its financial condition, business, prospects or properties
      or
      a Material Adverse Effect.

     

    (b) Business.
      The
      Guarantor shall engage only in businesses that are permitted by its Cargo
      Van/Pick-Up Truck SPV Limited Liability Company Agreement.

     

    (c) Compliance
      with the Base Indenture.
      The
      Guarantor shall perform all of its obligations under the Base Indenture in
      accordance with the terms thereof and shall comply with all of the provisions
      thereof.

     

    Section
      5. Unconditional
      Character of Obligations of the Guarantor.
      (a) The
      obligations of the Guarantor hereunder shall be irrevocable, absolute and
      unconditional, irrespective of the validity, regularity or enforceability,
      in
      whole or in part, of any Permitted Notes or the Permitted Note Issuance
      Indenture or any provision thereof or any document or instrument related
      thereto, or the absence of any action to enforce the same, any waiver or consent
      with respect to any provision thereof, the recovery of any judgment against
      USF,
      the 

    
      
        
        

      

      
        B-3

        
          

        

      

      
        
        
Guarantor
        or any other Person or any action to enforce the same, any failure or delay
        in
        the enforcement of the obligations of USF under the Permitted Note Issuance
        Indenture or the Guarantor under this Limited Guarantee, or any setoff,
        counterclaim, and irrespective of any other circumstances which might otherwise
        limit recourse against the Guarantor by the Permitted Note Issuance Trustee
        or
        constitute a legal or equitable discharge of defense of a guarantor or surety.
        The Permitted Note Issuance Trustee may enforce the obligations of the Guarantor
        under this Limited Guarantee by a proceeding at law, in equity or otherwise,
        independent of any loan foreclosure or similar proceeding or any deficiency
        action against USF or any other Person at any time, either before or after
        an
        action against any USF or any other Person. This
        Limited Guarantee is a guarantee of payment and performance and not merely
        a
        guarantee of collection. The
        Guarantor waives diligence, notice of acceptance of this Limited Guarantee,
        filing of claims with any court, any proceeding to enforce any provision
        of the
        Permitted Note Issuance Indenture against the Guarantor, USF or any other
        Person, any right to require a proceeding first against USF or any other
        Person,
        or to exhaust any security for the performance of the Guaranteed Obligations
        or
        any other obligations of USF or any other Person, or any protest, presentment,
        notice of default (except as may be expressly required under the Permitted
        Note
        Issuance Indenture) or other notice or demand whatsoever, and the Guarantor
        hereby covenants and agrees that it shall not be discharged of its obligations
        hereunder.

    

     

    (b) The
      obligations of the Guarantor under this Limited Guarantee, and the rights of
      the
      Permitted Note Issuance Trustee to enforce the same by proceedings, whether
      by
      action at law, suit in equity or otherwise shall not be in any way affected
      by
      any of the following:

     

    (i) any
      insolvency, bankruptcy, liquidation, reorganization, readjustment, composition,
      dissolution, receivership, conservatorship, winding up or other similar
      proceeding involving or affecting USF, the Collateral, the collateral for the
      Guaranteed Obligations, the Guarantor or any other Person;

     

    (ii) any
      failure by USF or any other Person, whether or not without fault on its part,
      to
      perform or comply with any of the terms of the Permitted Notes or the Permitted
      Note Issuance Indenture or any document or instrument relating
      thereto;

     

    (iii) the
      release of USF or any other Person from the performance or observance of any
      of
      the agreements, covenants, terms or conditions contained in the Permitted Notes
      or the Permitted Note Issuance Indenture or any document or instrument relating
      thereto by operation of law or otherwise; or

     

    (iv) the
      release in whole or in part of any collateral for any or all Guaranteed
      Obligations or for any Permitted Notes or the Permitted Note Issuance
      Indenture.

     

    (c) Except
      as
      otherwise specifically provided in this Limited Guarantee, the Guarantor hereby
      expressly and irrevocably waives all defenses in an action brought by the
      Permitted Note Issuance Trustee to enforce this Limited Guarantee based on
      claims of waiver, release, surrender, alteration or compromise and all setoffs,
      reductions, or impairments, whether arising hereunder or otherwise.

     

    
      
        B-4

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (d) The
      Permitted Note Issuance Trustee may deal with USF and Affiliates of USF in
      the
      same manner and as freely as if this Limited Guarantee did not exist and shall
      be entitled, among other things, to grant USF or any other Person such extension
      or extensions of time to perform any act or acts as may be deemed advisable
      by
      the Permitted Note Issuance Trustee, at any time and from time to time, without
      terminating, affecting or impairing the validity of this Limited Guarantee
      or
      the obligations of the Guarantor hereunder.

     

    (e) No
      compromise, alteration, amendment, modification, extension, renewal, release
      or
      other change of, or waiver, consent, delay, omission, failure to act or other
      action with respect to, any liability or obligation under or with respect to,
      or
      of any of the terms, covenants or conditions of the Permitted Notes, the
      Permitted Note Issuance Indenture or any document or instrument relating thereto
      or any amendment, modification or other change of any legal requirement shall
      in
      any way alter, impair or affect any of the obligations of the Guarantor
      hereunder, and the Guarantor agrees that if the Permitted Note Issuance
      Indenture or any document or instrument relating thereto is modified, the
      Guaranteed Obligations shall automatically be deemed modified to include such
      modifications.

     

    (f) The
      Permitted Note Issuance Trustee may proceed to protect and enforce any or all
      of
      its rights under this Limited Guarantee by suit in equity or action at law,
      whether for the specific performance of any covenants or agreements contained
      in
      this Limited Guarantee or otherwise, or to take any action authorized or
      permitted under applicable law, and shall be entitled to require and enforce
      the
      performance of all acts and things required to be performed hereunder by the
      Guarantor. Each and every remedy of the Permitted Note Issuance Trustee shall,
      to the extent permitted by law, be cumulative and shall be in addition to any
      other remedy given hereunder or now or hereafter existing at law or in equity.
      

     

    (g) No
      waiver
      shall be deemed to have been made by the Permitted Note Issuance Trustee of
      any
      rights hereunder unless the same shall be in writing and signed by the Permitted
      Note Issuance Trustee, and any such waiver shall be a waiver only with respect
      to the specific matter involved and shall in no way impair the rights of the
      Permitted Note Issuance Trustee or the obligations of the Guarantor to the
      Permitted Note Issuance Trustee in any other respect or at any other
      time.

     

    (h) At
      the
      option of the Permitted Note Issuance Trustee, the Guarantor may be joined
      in
      any action or proceeding commenced by the Permitted Note Issuance Trustee
      against USF or any other Person in connection with or based upon any Permitted
      Notes, the Permitted Note Issuance Indenture or any document or instrument
      relating thereto and recovery may be had against the Guarantor in such action
      or
      proceeding or in any independent action or proceeding against the Guarantor
      to
      the extent of the Guarantor’s liability hereunder, without any requirement that
      the Permitted Note Issuance Trustee first assert, prosecute or exhaust any
      remedy or claim against USF or any other Person, or any security for the
      obligations of any USF or any other Person.

     

    (i) The
      Guarantor agrees that this Limited Guarantee shall continue to be effective
      or
      shall be reinstated, as the case may be, if at any time any payment is made
      by
      or on behalf of the Guarantor to or on behalf of the Permitted Note Issuance
      Trustee and such payment is rescinded or must otherwise be returned by the
      Permitted Note Issuance Trustee or its creditors 

    
      
        
        

      

      
        B-5

        
          

        

      

      
        
        
(as
        determined by the Permitted Note Issuance Trustee in its sole and absolute
        discretion) upon insolvency, bankruptcy, liquidation, reorganization,
        readjustment, composition, dissolution, receivership, conservatorship, winding
        up or other similar proceeding involving or affecting the Guarantor or any
        other
        Person, all as though such payment had not been made.

    

     

    (j) In
      the
      event that the Guarantor shall advance or become obligated to pay any sums
      under
      this Limited Guarantee or in connection with the Guaranteed Obligations or
      in
      the event that for any reason whatsoever USF, or any Affiliate of USF is now,
      or
      shall hereafter become, indebted to the Guarantor, the Guarantor agrees that
      (i)
      the amount of such sums and of such Indebtedness and all interest thereon shall
      at all times be subordinate as to the Lien, the time of payment and in all
      other
      respects to all sums, including principal and interest and other amounts, at
      any
      time owed to the Permitted Note Issuance Trustee under the Permitted Note
      Issuance Indenture by USF, and (ii) the Guarantor shall not be entitled to
      enforce or receive payment thereof until all principal, interest and other
      sums
      due pursuant to all Permitted Notes, the Permitted Note Issuance Indenture
      or
      any document or instrument relating thereto have been paid in full. Nothing
      herein contained is intended or shall be construed to give the Guarantor any
      right of subrogation in or under the Permitted Notes or the Permitted Note
      Issuance Indenture or any right to participate in any way therein, or in the
      right, title or interest of the Permitted Note Issuance Trustee in or to any
      collateral securing the Permitted Notes, notwithstanding any payments made
      by
      the Guarantor under this Limited Guarantee, until the actual and irrevocable
      receipt by each the Permitted Note Issuance Trustee in full of all principal,
      interest and other sums due with respect to the Permitted Notes or otherwise
      payable under the Permitted Note Issuance Indenture. If any amount shall be
      paid
      to the Guarantor on account of such subrogation rights at any time when any
      such
      sums due and owing to the Permitted Note Issuance Trustee shall not have been
      fully paid, such amount shall be paid by the Guarantor to the Permitted Note
      Issuance Trustee for credit and application against such sums due and owing
      to
      the Permitted Note Issuance Trustee.

     

    Section
      6. Amendments.
      The
      terms of this Limited Guarantee shall not be waived, altered, modified, amended,
      supplemented or terminated in any manner whatsoever except upon (i) execution
      of
      a written instrument by the Permitted Note Issuance Trustee and the Guarantor
      and (ii) the satisfaction of the Permitted Note Issuance Rating Agency Condition
      with respect thereto.

     

    Section
      7. Successors
      and Assigns.
      This
      Limited Guarantee shall be binding upon the Guarantor, and the Guarantor’s
      respective estate, heirs, personal representatives, successors and assigns,
      may
      not be assigned or delegated by the Guarantor and shall inure to the benefit
      of
      the Permitted Note Issuance Trustee and its successors and assigns.

     

    Section
      8. Applicable
      Law and Consent to Jurisdiction.
      (a)
THIS
      LIMITED GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
      ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

     

    (b) The
      Permitted Note Issuance Trustee may enforce any claim arising out of this
      Limited Guarantee in any state or federal court having subject matter
      jurisdiction and located in New York, New York. For the purpose of any action
      or
      proceeding instituted with respect to

     

    
      
        B-6

      

      
        
        

        
          

        

      

      
        
        

      

    

    any
      such
      claim, the Guarantor hereby irrevocably submits to the jurisdiction of such
      courts. The Guarantor irrevocably consents to the service of process out of
      said
      courts by mailing a copy thereof, by registered mail, postage prepaid, to the
      Guarantor and agrees that such service, to the fullest extent permitted by
      law,
      (i) shall be deemed in every respect effective service of process upon it in
      any
      such suit, action or proceeding and (ii) shall be taken and held to be valid
      personal service upon and personal delivery to it. Nothing herein contained
      shall affect the right of the Permitted Note Issuance Trustee to serve process
      in any other manner permitted by law or preclude the Permitted Note Issuance
      Trustee from bringing an action or proceeding in respect hereof in any other
      country, state or place having jurisdiction over such action. The Guarantor
      hereby irrevocably waives, to the fullest extent permitted by law, any objection
      which it may have or hereafter have to the laying of the venue of any such
      suit,
      action or proceed-ing brought in any such court located in New York, New York
      and any claim that any such suit, action or proceed-ing brought in such a court
      has been brought in an inconve-nient forum.

     

    Section
      9. Section
      Headings.
      The
      headings of the sections and paragraphs of this Limited Guarantee have been
      inserted for convenience of reference only and shall in no way define, modify,
      limit or amplify any of the terms or provisions hereof.

     

    Section
      10. Severability.
      Any
      provision of this Limited Guarantee which may be determined by any competent
      authority to be prohibited or unenforceable in any jurisdiction shall, as to
      such jurisdiction, be ineffective to the extent of such prohibition or
      unenforceability without invalidating the remaining provisions hereof, and
      any
      such prohibition or unenforceability in any jurisdiction shall not invalidate
      or
      render unenforceable such provision in any other jurisdiction. To the extent
      permitted by applicable law, the Guarantor hereby waives any provision of law
      which renders any provision hereof prohibited or unenforceable in any
      respect.

     

    Section
      11. Waiver
      of Trial by Jury.
      EACH
      PARTY HERETO HEREBY EXPRESSLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION
      OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS LIMITED GUARANTEE
      OR
      ANY OTHER RELATED DOCUMENT TO WHICH IT IS A PARTY, OR UNDER ANY AMENDMENT,
      INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE
      DELIVERED IN CONNEC-TION THEREWITH OR ARISING FROM ANY RELATIONSHIP EXISTING
      IN
      CONNECTION WITH THIS LIMITED GUARANTEE OR ANY RELATED TRANSACTION, AND AGREES
      THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE
      A JURY.

     

    Section
      12. Notices.
      All
      notices, requests or other communications desired or required to be given under
      this Limited Guarantee shall be in writing and shall be sent by (a) certified
      or
      registered mail, return receipt requested, postage prepaid, (b) national prepaid
      overnight delivery service, (c) telecopy or other facsimile transmission
      (following with hard copies to be sent by national prepaid overnight delivery
      service) or (d) personal delivery with receipt acknowledged in writing, as
      follows: 

     

    (i)  if
      to the
      Permitted Note Issuance Trustee:

     

    
      
        B-7

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    [Permitted
      Note Issuance Trustee]

     

    [__________________]

     

    [__________________]

     

    Attention:
      [__________________]

     

    Facsimile:
      [__________________]

     

    (ii)  if
      to the
      Guarantor:

     

    c/o
      U-Haul S Fleet, LLC

     

    [__________________]

     

    [__________________]

     

    Attention:
      [__________________]

     

    Facsimile:
      [__________________]

     

    Any
      of
      the Persons in subclauses (i) or (ii) above may change its address for notices
      hereunder by giving notice of such change to the other Persons. All notices
      and
      demands shall be deemed to have been given either at the time of the delivery
      thereof to any officer or manager of the Person entitled to receive such notices
      and demands at the address of such person for notices hereunder, or on the
      third
      day after the mailing thereof to such address, as the case may be..

     

    Section
      13. The
      Guarantor’s Receipt of Permitted Note Issuance Indenture and Permitted Note
      Issuance Related Documents.
      The
      Guarantor by its execution hereof acknowledges receipt of a true copy of the
      Permitted Note Issuance Indenture. The Permitted Note Issuance Trustee hereby
      agrees to provide the Guarantor with true copies of (i) any supplement to the
      Permitted Note Issuance Indenture, (iii) any series supplement to the Permitted
      Note Issuance Indenture creating series of Permitted Notes and (iii) each other
      related Permitted Note Issuance Related Document, in each case promptly upon
      execution thereof.

     

    Section
      14. Bankruptcy
      Petition.
      The
      Guarantor hereby covenants and agrees that, prior to the date which is one
      year
      and one day after the payment in full of all Issuer Obligations and all
      obligations of USF and each related Permitted Note Issuance SPV under any
      Permitted Note Issuance Indenture, it will not institute against, or join any
      other Person in instituting against, USF, any other Cargo Van/Pick-Up Truck
      SPV,
      any Permitted Note Issuance SPV or the Nominee Titleholder any bankruptcy,
      reorganization, arrangement, insolvency or liquidation proceedings or other
      similar proceeding under the laws of the United States or any state of the
      United States. The
      provisions of this Section
      14
      shall
      survive the termination of this Limited Guarantee.

     

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

     

     

    



    
      
        
        

        B-8

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



     

    IN
      WITNESS WHEREOF, each of the parties hereto has executed this Limited Guarantee
      as of the date first above written.

    


    [CARGO
      VAN/PICK-UP TRUCK SPV], as Guarantor

    


    By:             

    Name:
      

    Title:
      

    


    


    


    ACKNOWLEDGED
      AND AGREED TO BY:

    


    [PERMITTED
      NOTE ISSUANCE TRUSTEE]

    


    


    


    By:             

    Name:
      

    Title: