Supplement Box Truck


     

    Execution
      Copy


    ___________________________________________

    


     

    U-HAUL
      S
      FLEET, LLC,

     

    2007
      TM-1, LLC,

     

    2007
      DC-1, LLC,

     

    and

     

    2007
      EL-1, LLC,

     

    as
      Co-Issuers

     

    and

     

    U.S.
      BANK
      NATIONAL ASSOCIATION,

     

    as
      Trustee

     

    _____________________

     

    SERIES
      2007-1 SUPPLEMENT

     

    dated
      as
      of June 1, 2007

     

    to

     

    2007-1
      BOX TRUCK BASE INDENTURE

     

    dated
      as
      of June 1, 2007

     

    ___________________________________________

    



    
      
        
        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    TABLE
      OF CONTENTS

    Page

     

    ARTICLE
      I
      DEFINITIONS

     

     

    ARTICLE
      II SERIES 2007-1 COLLECTIONS

     

    Section
      2.1 Interest
      Reserve Account

    Section
      2.2 DSCR
      Deficiency Account

    Section
      2.3 Pre-Funding
      Period Interest Deficiency Account

    Section
      2.4 Payment
      Account

    Section
      2.5 Investment
      of Funds in the Box Truck Collection Account and the Box Truck Purchase
      Account

    Section
      2.6 Deposits
      to the Interest Reserve Account, Box Truck Collection Account, the Box Truck
      Purchase Account and the Pre-Funding Period Interest Deficiency
      Account

    Section
      2.7 Box
      Truck
      Purchase Account

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

    Section
      2.9 Monthly
      Application of Total Available Funds

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

    Section
      2.11 Payment
      of Note Principal

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

    Section
      2.13 Trustee
      as Securities Intermediary

     

    ARTICLE
      III RAPID AMORTIZATION EVENTS

     

     

    ARTICLE
      IV FORM OF SERIES 2007-1 NOTES

     

    Section
      4.1 Initial
      Issuance of Series 2007-1 Notes

    Section
      4.2 Restricted
      Global Series 2007-1 Notes

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

    Section
      4.4 Definitive
      Notes

    Section
      4.5 Transfer
      and Exchange

    Section
      4.6 Legending
      of Notes

     

    ARTICLE
      V
      GENERAL

     

    Section
      5.1 Optional
      Prepayment

    Section
      5.2 Optional
      Prepayment of Permitted Notes

    Section
      5.3 Information

    Section
      5.4 Exhibits

    Section
      5.5 Ratification
      of the 2007-1 Base Indenture

    Section
      5.6 Counterparts

    Section
      5.7 Governing
      Law

    Section
      5.8 Amendments

     

    
      
        
        

      

      
        i

        
          

        

      

      
        
        

      

    

    Section
      5.9 Discharge
      of the Indenture

    Section
      5.10 Notice
      to
      the Surety Provider and the Rating Agencies

    Section
      5.11 Surety
      Provider Deemed Enhancement Provider and Secured Party

    Section
      5.12 Third
      Party Beneficiary

    Section
      5.13 Effect
      of
      Payments by the Surety Provider

    Section
      5.14 Subrogation

    Section
      5.15 Prior
      Notice by Trustee to the Surety Provider

    Section
      5.16 Termination
      of Series Supplement

    Section
      5.17 Entire
      Agreement

    


    


     


    
      
        
          


        

        ii

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



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

     

     

    PRELIMINARY
      STATEMENT

     

    WHEREAS,
      Sections
      2.4
      and
13.1
      of the
      2007-1 Base Indenture provide, among other things, that the Issuers and the
      Trustee may at any time and from time to time enter into a Series Supplement
      to
      the 2007-1 Base Indenture for the purpose of authorizing the issuance of a
      Series of Notes;

     

     

    NOW,
      THEREFORE, the parties hereto agree as follows:

     

     

    DESIGNATION

     

    There
      is
      hereby created a Series of Notes to be issued pursuant to the 2007-1 Base
      Indenture and this Series Supplement, and such Series of Notes shall be
      designated as the Series 2007-1 5.559% Box Truck Asset Backed Notes. The Series
      2007-1 Notes shall be issued in minimum denominations of $100,000 and integral
      multiples of $1,000 in excess thereof. The Series 2007-1 Notes shall be joint
      and several obligations of the Issuers.

     

    The
      net
      proceeds from the sale of the Series 2007-1 Notes shall be applied in accordance
      with Section
      2.6.
      

     

     

    ARTICLE
      I  

     

     

    DEFINITIONS

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

     

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

     

     

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

     

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

     

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

     

     

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

     

     

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

     

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

     

    “Capped
      Trustee’s Expenses”
means,
      (x) as of any Payment Date prior to the occurrence and continuation of a Rapid
      Amortization Event or Event of Default, the lesser of (i) the excess of $100,000
      over the aggregate amount of fees, expenses and indemnities (other than the
      Trustee Fee) that have been paid to the Trustee pursuant to Section
      2.9
      on each
      preceding Payment Date in the same calendar year as such Payment Date and (ii)
      the sum of fees, expenses and indemnities (other than the Trustee Fee) payable
      to the Trustee under the Indenture as of such Payment Date and (y) as of any
      Payment Date following the occurrence and during the continuation of a Rapid
      Amortization Event or Event of Default, the lesser of (i) the excess of $500,000
      over the aggregate amount of fees, expenses and indemnities (other than the
      Trustee Fee) that have been paid to the Trustee pursuant to Section
      2.9
      on each
      preceding Payment Date in the same calendar year as such Payment Date and (ii)
      the sum of fees, expenses and indemnities (other than the Trustee Fee) payable
      to the Trustee under the Indenture as of such Payment Date.

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    “Funded
      Box Truck”
means
      any Box Truck listed on Schedule
      2.6(a)
      or any
      Subsequent Box Truck.

     

    “Funding
      Percentage”
means,
      for any Determination Date, the percentage equivalent of a fraction, (i) the
      numerator of which is equal to the Pre-Funded Amount as of the

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        
last
        day
        of the Related Monthly Period (after giving effect to any deposits thereto
        and
        withdrawals therefrom on such date) (or, in the case of the initial
        Determination Date following the Series 2007-1 Closing Date, the Initial
        Pre-Funded Amount), and (ii) the denominator of which is equal to the Discounted
        Aggregate Asset Amount as of the immediately preceding Determination Date
        (or,
        in the case of the initial Determination Date following the Series 2007-1
        Closing Date, as of the Series 2007-1 Closing Date).

    

     

    “Initial
      Aggregate Note Balance”
means
      the aggregate initial principal amount of the Series 2007-1 Notes, which is
      $217,000,000.

     

    “Initial
      Partial Amortization Payment”
is
      defined in Section
      2.2(e).

     

    “Initial
      Pre-Funded Amount”
means
      $144,487,386.

     

    “Initial
      Pre-Funding Period Interest Deficiency Account Amount”
means
      $1,249,599.

     

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

     

    “Insured
      Obligations”
is
      defined in the Surety Bond.

     

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

     

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

     

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

     

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

     

    “Mandatory
      Prepayment Amount Subject to Premium”
means,
      on any Payment Date, an amount equal to the sum of the Discounted Asset Value
      as
      of the Determination Date with respect to such Payment Date of each Box Truck
      that (i) was sold or otherwise disposed of during the Related Monthly Period
      and
      in respect of which no Disposition Receivable was outstanding and not more
      than
      three (3) days past the applicable Disposition Date as of the last day of the
      Related Monthly Period, (ii) was an Eligible Box Truck on the Disposition Date
      with respect to such Box Truck and (iii) had not suffered a Casualty on or
      prior
      to the Disposition Date with respect to such Box Truck. 

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Mandatory
      Prepayment Premium Equity Contribution”
means,
      with respect to any Prepayment Date, an amount deposited into the Payment
      Account by, and at the sole discretion of, RTAC, on behalf of USF, equal to
      no
      greater than the excess of (i) the Mandatory Prepayment Premium, if any, with
      respect to any Mandatory Prepayment Amount Subject to Premium on such Prepayment
      Date, over (ii) the amount of Total Available Funds for such Prepayment Date
      available on such Prepayment Date to pay such Mandatory Prepayment
      Premium.

     

    “Maximum
      Pre-Funding Period Interest Deficiency Account Amount”
means,
      for any Payment Date, the product of (a) the excess of (i) the Series 2007-1
      Note Rate over (ii) 4.50%, (b) the Pre-Funded Amount as of the last day of
      the
      Related Monthly Period and (c) a fraction, the numerator of which is the number
      of months from such Payment Date to the March 2008 Payment Date and the
      denominator of which is 12. 

     

    “Monthly
      Advance Reimbursement Amount”
means,
      for any Payment Date, the excess of (i) the aggregate amount of Monthly Advances
      made by the Fleet Manager prior to such Payment Date over (ii) the aggregate
      amount of payments made to the Fleet Manager pursuant to paragraph
      (i)
      of
Section
      2.9
      prior to
      such Payment Date.

     

    “Monthly
      Contingent Additional Interest Payment”
is
      defined in clause
      (2)
      of
paragraph
      (xiii)
      of
Section
      2.9.

     

    “Monthly
      Interest Payment”
is
      defined in paragraph
      (iv)
      of
Section
      2.9.
      

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Partial
      Amortization Advance Rate”
means,
      with respect to (i) any TM Truck, 77.75%, (ii) any DC Truck, 80.50% and (iii)
      any EL Truck, 74.25%.

     

    “Partial
      Amortization Carryover Payment”
is
      defined in paragraph
      (xi)
      of
Section
      2.9.

     

    “Partial
      Amortization Payment”
means
      the Initial Partial Amortization Payment or any Partial Amortization Carryover
      Payment.

     

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

     

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

     

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

     

    “Pre-Funded
      Amount”
means,
      as of any date of determination, the Initial Pre-Funded Amount minus
      the
      amount of each withdrawal made on or prior to such date from the Box Truck
      Purchase Account pursuant to Section
      2.7(a).

     

    “Pre-Funding
      Period”
means
      the period beginning on and including the Series 2007-1 Closing Date and ending
      on the first to occur of (a) the Payment Date on which the Pre-Funded Amount
      is
      not greater than $10,000, (b) the date on which a Rapid Amortization Event
      occurs and (c) the close of business on the March 2008 Payment
      Date.

     

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

     

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

     

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

     

    “Prepayment
      Amount”
means
      an Optional Prepayment Amount or a Mandatory Prepayment Amount Subject to
      Premium.

     

    “Prepayment
      Date”
means
      any Payment Date on which a Prepayment Amount is being paid to the Series 2007-1
      Noteholders pursuant to paragraph
      (ix)
      of
Section
      2.9
      or
Section
      5.1.

     

    “Present
      Value”
means,
      with respect to any Prepayment Amount as of any Prepayment Date, the present
      value, as of such Prepayment Date, of such Prepayment Amount and the amount
      of
      interest that would have been payable thereon on each subsequent Payment Date
      after such Prepayment Date through the November 2013 Payment Date as if such
      Prepayment Amount were paid in accordance with the amortization scheduled on
      the
      Assumed Asset Value Schedule, adjusted so that the Aggregate Note Balance
      outstanding on the

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    November
      2013 Payment Date is assumed to be fully repaid on such date, with such present
      value being computed using a discount rate equal to (i) if the Weighted Average
      Prepayment Period with respect to such Prepayment Date is 24 months or more,
      the
      Swap Rate or (ii) if such Weighted Average Prepayment Period is less than 24
      months, the EDSF Rate, in each case corresponding to such Weighted Average
      Prepayment Period (which discount rate may be determined by interpolating
      between two Swap Rates, two EDSF Rates or a Swap Rate and an EDSF Rate, as
      applicable).

     

    “Qualified
      Institutional Buyer”
is
      defined in Section
      4.1.

     

    “Regulation
      S”
is
      defined in Section
      4.1.

     

    “Required
      Interest Reserve Account Amount”
means,
      as of any Payment Date, an amount equal to the greater of (i) the excess of
      (a)
      the product of (x) nine and (y) the sum of (1) the product of (A) one-twelfth
      of
      the Series 2007-1 Note Rate and (B) the Aggregate Note Balance as of such
      Payment Date, after giving effect to any principal payments to be made on such
      date and (2) the product of (A) one-twelfth of 0.05% and (B) the Aggregate
      Assumed Asset Value as of the immediately preceding Determination Date over
      (b)
      the Available Pre-Funding Period Interest Deficiency Account Amount as of such
      Payment Date, after giving effect to any withdrawals from the Pre-Funding Period
      Interest Deficiency Account on such Payment Date and (ii)
      $3,027,195.

     

    “Required
      Payment”
means,
      with respect to any Payment Date, the sum of the amounts distributable on such
      Payment Date described in paragraphs
      (i)
      through
(iv)
      of
Section 2.9.

     

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

     

    “Required
      Six-Month DSCR”
means
      (i) with respect to the fourth and fifth Determination Dates following the
      Series 2007-1 Closing Date, 1.15 and (ii) with respect to each Determination
      Date thereafter, 1.30.

     

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

     

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

     

    “Rule
      144A”
is
      defined in Section
      4.1.

     

    “Series
      Supplement”
is
      defined in the preamble hereto.

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Series
      2007-1 Adjusted Monthly Interest”
means
      (a) for the initial Payment Date, an amount equal to $1,819,545 and (b) for
      any
      other Payment Date, the sum of (i) an amount equal to the product of (1)
      one-twelfth of the Series 2007-1 Note Rate and (2) the Outstanding Principal
      Amount on the immediately preceding Payment Date and (ii) any amount described
      in clause
      (b)(i)
      with
      respect to a prior Payment Date that remains unpaid as of such Payment Date
      (together with any accrued interest on such amount).

     

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

     

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

     

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

     

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

     

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

     

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

     

    “Series
      2007-1 Contingent Additional Interest Note Rate”
means,
      for any Payment Date occurring on or after the Series 2007-1 Expected Final
      Payment Date, a rate per annum equal to the greater of (i) 0.25% and (ii) the
      excess, if any, of (x) the sum of (1) the four-year Swap Rate as of the
      Determination Date immediately preceding the Series 2007-1 Expected Final
      Payment Date, (2) 0.36% and (3) 0.25% over (y) the Series 2007-1 Note
      Rate.

     

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

     

    “Series
      2007-1 Expected Final Payment Date”
means
      the February 2014 Payment Date.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Series
      2007-1 Legal Final Maturity Date”
means
      the February 2020 Payment Date; provided,
      however,
      that if
      Potential Rapid Amortization Event occurs pursuant to subsection
      (a)
      of
Article
      III
      but the
      Rapid Amortization Event is waived by the Controlling Party, the Series 2007-1
      Legal Final Maturity Date shall be the February 2016 Payment Date.

     

    “Series
      2007-1 Monthly Interest”
means,
      for (i) the initial Payment Date, $1,819,545, and (ii) any other Payment Date,
      an amount equal to the product of (A) the Aggregate Note Balance on the
      immediately preceding Payment Date, after giving effect to any principal
      payments made on such date, and (B) one-twelfth of the Series 2007-1 Note
      Rate. 

     

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

     

    “Series
      2007-1 Note Rate”
means
      5.559% per annum. 

     

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

     

    “Series
      2007-1 Notes”
means
      any one of the Series 2007-1 5.559% Box Truck Asset Backed Notes, executed
      by
      each Issuer and authenticated by or on behalf of the Trustee, substantially
      in
      the form of Exhibit
      A-1,
      Exhibit
      A-2
      or
Exhibit
      A-3.
      

     

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

     

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

     

    “Series
      2007-1 Scheduled Amortization Period”
means
      the period commencing on the Series 2007-1 Closing Date and continuing to the
      earliest of (i) the commencement of the Series 2007-1 Rapid Amortization
      Period, (ii) the date on which the Series 2007-1 Notes are fully paid and the
      Surety Provider has been paid all Surety Provider Fees and all other Surety
      Provider Reimbursement Amounts then due and (iii) the termination of the
      Indenture.

     

    “Subsequent
      Box Truck”
is
      defined in Section
      2.7(b)(iii).

     

    “Subsequent
      Funding Date”
means
      any date during the Pre-Funding Period on which funds are released from the
      Box
      Truck Purchase Account in order to fund the acquisition of a Subsequent Box
      Truck by a Box Truck SPV pursuant to Section
      2.7.

     

    “Surety
      Bond”
means
      the Note Guaranty Insurance Policy No. AB1083BE, dated the date hereof, issued
      by the Surety Provider.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

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

     

    “Targeted
      Partial Amortization Principal Payment”
means,
      for any Payment Date, the excess of (a) the Aggregate Note Balance on such
      Payment Date (after giving effect to any payments on the Series 2007-1 Notes
      on
      such Payment Date) over (b) the Discounted Partial Amortization Aggregate Asset
      Amount as of the Determination Date with respect to such Payment
      Date.

     

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

     

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

     

    “Weighted
      Average Prepayment Period”
means,
      with respect to any Prepayment Date, a number of days equal to (a) the sum
      of
      the products obtained by multiplying, for each succeeding Payment Date up to
      and
      including the November 2013 Payment Date, (i) the amount of the principal
      payment to be made on such Payment Date (calculated with respect to the Assumed
      Asset Value Schedule, adjusted so that the Aggregate Note Balance outstanding
      on
      the November 2013 Payment Date is assumed to be fully repaid on such date)
      by
      (ii) the number of days from such Prepayment Date to such Payment Date
divided
      by
      (b) the
      aggregate of the principal payments to be made on each succeeding Payment Date
      up to and including the November 2013 Payment Date, adjusted so that the
      Aggregate Note Balance outstanding on the November 2013 Payment Date is assumed
      to be fully repaid on such date.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

     

     

    ARTICLE
      II  

     

     

    SERIES
      2007-1 COLLECTIONS

     

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

     

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

     

    (b)  Administration
      of the Interest Reserve Account.
      USF
      shall instruct in writing the institution maintaining the Interest Reserve
      Account to invest funds on deposit in the Interest Reserve Account from time
      to
      time in Permitted Investments (by standing instructions or otherwise);
provided,
      however,
      that
      any such investment shall mature or be payable or redeemable upon demand not
      later than the Business Day prior to the Payment Date following the date on
      which such funds were received and such funds shall be available for withdrawal
      on such Payment Date. USF shall not direct the Trustee to dispose of (or permit
      the disposal of) any Permitted Investments prior to the maturity thereof to
      the
      extent such disposal would result in a loss of the purchase price of such
      Permitted Investments. With respect to any Permitted Investments in which funds
      on deposit in the Interest Reserve Account are invested pursuant to this
Section
      2.1(b),
      except
      as otherwise provided hereunder or agreed to in writing among the parties
      hereto, USF shall retain the authority to exercise each and every power or
      right
      with respect to each such Permitted Investment as individuals generally have
      and
      enjoy with respect to their own investments, including power to vote any
      securities; provided
      that
      after the occurrence of an Event of Default, the Controlling Party shall have
      such rights in accordance with the provisions of Article
      9
      of the
      2007-1 Base Indenture. In the absence of written investment instructions
      hereunder, funds on deposit in the Interest Reserve Account shall be invested
      at
      the written direction of the Controlling Party, or if the Controlling Party
      gives no such direction, shall remain uninvested. 

     

    (c)  Earnings
      from the Interest Reserve Account.
      All
      interest and earnings (net of losses and investment expenses) paid on funds
      on
      deposit in the Interest Reserve Account shall be deemed to be on deposit therein
      and available for distribution pursuant to Section
      2.8.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

     

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

     

    (f)  Termination
      of the Interest Reserve Account.
      Upon
      the termination of the Indenture pursuant to Section
      12.1
      of the
      2007-1 Base Indenture, after the prior payment of all amounts owing to any
      Person and payable from the Interest Reserve Account as provided herein, the
      Administrator shall instruct the Trustee to, and the Trustee shall, upon receipt
      of written instructions from the Administrator, withdraw from the Interest
      Reserve Account all amounts on deposit therein for payment at the direction
      of
      the Issuers.

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b)  Administration
      of the DSCR Deficiency Account.
      USF
      shall instruct in writing the institution maintaining the DSCR Deficiency
      Account to invest funds on deposit in the DSCR Deficiency Account from time
      to
      time in Permitted Investments (by standing instruction or otherwise);
provided,
      however,
      that
      any such investment shall mature or be payable or redeemable upon demand not
      later than the Business Day prior to the Payment Date following the date on
      which such funds were received and such funds shall be available for withdrawal
      on such Payment Date. USF shall not direct the Trustee to dispose of (or permit
      the disposal of) any Permitted Investments prior to the maturity thereof to
      the
      extent such disposal would result in a loss of the purchase price of such
      Permitted Investments. With respect to any Permitted Investments in which funds
      on deposit in the DSCR Deficiency Account are invested pursuant to this
Section
      2.2(b),
      except
      as otherwise provided hereunder or agreed to in writing among the parties
      hereto, USF shall retain the authority to exercise each and every power or
      right
      with respect to each such Permitted Investment as individuals generally have
      and
      enjoy with respect to their own investments, including power to vote any
      securities; provided
      that
      after the occurrence of an Event of Default, the Controlling Party shall have
      such rights in accordance with the provisions of Article
      9
      of the
      2007-1 Base Indenture. In the absence of written investment instructions
      hereunder, funds on deposit in the DSCR Deficiency Account shall be invested
      at
      the written direction of the Controlling Party, or if the Controlling Party
      gives no such direction, shall remain uninvested.

     

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

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (e)  Withdrawals
      from the DSCR Deficiency Account.
      On the
      first Payment Date after the occurrence of a Rapid Amortization Event (so long
      as such Rapid Amortization Event is still continuing on such Payment Date),
      the
      Administrator shall instruct the Trustee to, and the Trustee shall, upon receipt
      of written instructions from the Administrator, withdraw from the DSCR
      Deficiency Account an amount equal to the Available DSCR Deficiency Account
      Amount and deposit such amount in the Payment Account to be applied to pay
      the
      principal of the Series 2007-1 Notes pursuant to Section
      2.11.
      On each
      Payment Date during the Series 2007-1 Scheduled Amortization Period, the
      Administrator shall instruct the Trustee to, and the Trustee shall, upon receipt
      of written instructions from the Administrator, withdraw from the DSCR
      Deficiency Account and pay to the order of the Issuers an amount equal to the
      excess of (x) the Available DSCR Deficiency Account Amount for such Payment
      Date
      over (y) the Targeted Partial Amortization Principal Payment, if any, for such
      Payment Date. So long as no Rapid Amortization Event has occurred and is
      continuing, on the ninth Payment Date during the continuance of a DSCR
      Deficiency Event, the Administrator shall instruct the Trustee to, and the
      Trustee shall, upon receipt of written instructions from the Administrator,
      withdraw from the DSCR Deficiency Account an amount equal to the Available
      DSCR
      Deficiency Account Amount for such Payment Date, and deposit such amount in
      the
      Payment Account to be applied to pay the principal of the Series 2007-1 Notes
      pursuant to Section
      2.11
      (such
      deposit, the “Initial
      Partial Amortization Payment”).
      Subject to the foregoing, if on any Determination Date after the occurrence
      of a
      DSCR Deficiency Event such DSCR Deficiency Event no longer exists, on the
      Related Payment Date the Administrator shall instruct the Trustee to, and the
      Trustee shall, upon receipt of written instructions from the Administrator,
      withdraw from the DSCR Deficiency Account an amount equal to the Available
      DSCR
      Deficiency Account Amount for such Payment Date for payment at the direction
      of
      the Issuers. 

     

    (f)  Termination
      of the DSCR Deficiency Account.
      Upon
      the termination of the Indenture pursuant to Section
      12.1
      of the
      2007-1 Base Indenture, after the prior payment of all amounts owing to any
      Person and payable from the DSCR Deficiency Account as provided herein, the
      Administrator shall instruct the Trustee to, and the Trustee shall, upon receipt
      of written instructions from the Administrator, withdraw from the DSCR
      Deficiency Account all amounts on deposit therein for payment at the direction
      of the Issuers. 

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b)  Administration
      of the Pre-Funding Period Interest Deficiency Account.
      USF
      shall instruct in writing the institution maintaining the Pre-Funding Period
      Interest Deficiency Account to invest funds on deposit in the Pre-Funding Period
      Interest Deficiency Account from time to time in Permitted Investments (by
      standing instructions or otherwise); provided,
      however,
      that
      any such investment shall mature or be payable or redeemable upon demand not
      later than the Business Day prior to the Payment Date following the date on
      which such funds were received and such funds shall be available for withdrawal
      on such Payment Date. USF shall not direct the Trustee to dispose of (or permit
      the disposal of) any Permitted Investments prior to the maturity thereof to
      the
      extent such disposal would result in a loss of the purchase price of such
      Permitted Investments. With respect to any Permitted Investments in which funds
      on deposit in the Pre-Funding Period Interest Deficiency Account are invested
      pursuant to this Section
      2.3(b),
      except
      as otherwise provided hereunder or agreed to in writing among the parties
      hereto, USF shall retain the authority to exercise each and every power or
      right
      with respect to each such Permitted Investment as individuals generally have
      and
      enjoy with respect to their own investments, including power to vote any
      securities; provided
      that
      after the occurrence of an Event of Default, the Controlling Party shall have
      such rights in accordance with the provisions of Article
      9
      of the
      2007-1 Base Indenture. In the absence of written investment instructions
      hereunder, funds on deposit in the Pre-Funding Period Interest Deficiency
      Account shall be invested at the written direction of the Controlling Party,
      or
      if the Controlling Party gives no such direction, shall remain
      uninvested.

     

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

     

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

     

    (e)  Withdrawals
      from the Pre-Funding Period Interest Deficiency Account.
      On each
      Payment Date during the Pre-Funding Period, including the Payment Date on which
      the

     

    
      
        
        

      

      
        
        

        
          

        

      

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

    

     

    (f)  Termination
      of the Pre-Funding Period Interest Deficiency Account.
      Upon
      the termination of the Indenture pursuant to Section
      12.1
      of the
      2007-1 Base Indenture, after the prior payment of all amounts owing to any
      Person and payable from the Pre-Funding Period Interest Deficiency Account
      as
      provided herein, the Administrator shall instruct the Trustee to, and the
      Trustee shall, upon receipt of written instructions from the Administrator,
      withdraw from the Pre-Funding Period Interest Deficiency Account all amounts
      on
      deposit therein for payment at the direction of the Issuers. Upon the earlier
      of
      (i) the end of the Pre-Funding Period and (ii) the termination of the Indenture
      pursuant to Section
      12.1
      of the
      2007-1 Base Indenture and, in each case, the payment of all funds on deposit
      in
      the Pre-Funding Period Interest Deficiency Account pursuant to the terms hereof,
      the Trustee shall terminate the Pre-Funding Period Interest Deficiency
      Account.

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        
Payment
        Account. Initially, the Payment Account will be established with U.S. Bank
        National Association. Funds on deposit in the Payment Account shall remain
        uninvested.

    

     

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

     

    (c)  Termination
      of the Payment Account.
      Upon
      the termination of the Indenture pursuant to Section
      12.1
      of the
      2007-1 Base Indenture, after the prior payment of all amounts owing to any
      Person and payable from the Payment Account as provided herein, the
      Administrator shall instruct the Trustee to, and the Trustee shall, upon receipt
      of written instructions from the Administrator, withdraw from the Payment
      Account all amounts on deposit therein for payment at the direction of the
      Issuers.

     

    Section
      2.5   Investment
      of Funds in the Box Truck Collection Account and the Box Truck Purchase
      Account.
      USF
      shall instruct the institutions maintaining the Box Truck Collection Account
      and
      the Box Truck Purchase Account in writing to invest funds on deposit therein
      at
      all times in Permitted Investments selected by USF (by standing instructions
      or
      otherwise). Amounts on deposit and available for investment in the Box Truck
      Purchase Account shall be invested by the Trustee at the written direction
      of
      USF in Permitted Investments that mature, or that are payable or redeemable
      upon
      demand of the holder thereof on or prior to the next Business Day. Amounts
      on
      deposit and available for investment in the Box Truck Collection Account shall
      be invested by the Trustee at the written direction of USF in Permitted
      Investments that mature, or that are payable or redeemable upon demand of the
      holder thereof, on or prior to the Business Day prior to the Payment Date
      following the date on which such amounts were deposited into the Box Truck
      Collection Account and such funds shall be available for withdrawal on such
      Payment Date. On each Payment Date, all interest and other investment earnings
      (net of losses and investment expenses) on funds on deposit in the Box Truck
      Purchase Account shall be deposited in the Box Truck Collection Account and
      treated as Series 2007-1 Collections for such Payment Date. USF shall not direct
      the Trustee to dispose of (or permit the disposal of) any Permitted Investments
      prior to the maturity thereof to the extent such disposal would result in a
      loss
      of principal of such Permitted Investments. With respect to any Permitted
      Investments in which funds on deposit in the Box Truck Collection Account or
      Box
      Truck Purchase Account are invested pursuant to this Section
      2.5,
      except
      as otherwise

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        
provided
        hereunder or agreed to in writing among the parties hereto, USF shall retain
        the
        authority to exercise each and every power or right with respect to each
        such
        Permitted Investment as individuals generally have and enjoy with respect
        to
        their own investments, including power to vote any securities; provided
        that
        after the occurrence of an Event of Default, the Controlling Party shall
        have
        such rights in accordance with the provisions of Article
        9
        of the
        2007-1 Base Indenture.

    

     

    Section
      2.6   Deposits
      to the Interest Reserve Account, Box Truck Collection Account, the Box Truck
      Purchase Account and the Pre-Funding Period Interest Deficiency
      Account.
      (a)
      On the
      Series 2007-1 Closing Date, the Trustee shall deposit (i) $4,804,790 of the
      net
      proceeds from the sale of the Series 2007-1 Notes in the Interest Reserve
      Account, (ii) an amount of the net proceeds from the sale of the Series 2007-1
      Notes equal to the Initial Pre-Funding Period Interest Deficiency Account Amount
      in the Pre-Funding Period Interest Deficiency Account and (iii) the remainder
      of
      the net proceeds from the sale of the Series 2007-1 Notes in the Box Truck
      Purchase Account, to be paid in accordance with the following sentence and
      the
      terms of Section
      2.7.
      On the
      Series 2007-1 Closing Date, $62,482,679.75 of the net proceeds from the sale
      of
      the Series 2007-1 Notes deposited into the Box Truck Purchase Account shall
      be
      paid to USF and used by USF, in accordance with the terms of the RTAC Sale
      and
      Contribution Agreement, to fund the acquisition of the Box Trucks set forth
      on
Schedule
      2.6(a),
      each of
      which Box Trucks shall be contributed by USF on the Series 2007-1 Closing Date
      to a Box Truck SPV.

     

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

     

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

     

    (b)  Amounts
      may be withdrawn from the Box Truck Purchase Account to finance the acquisition
      by one or more Box Truck SPVs of one or more Subsequent Box Trucks only upon
      the
      satisfaction of each of the following conditions precedent on or prior to the
      related Subsequent Funding Date:

     

    (i)  the
      Pre-Funding Period shall not have terminated;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (ii)  each
      of
      the representations and warranties made by each Issuer pursuant to Article
      7
      of the
      2007-1 Base Indenture shall be true and correct as of the related Subsequent
      Funding Date with the same effect as if then made;

     

    (iii)  the
      Administrator shall have delivered to the Trustee at least one Business Day
      prior to such Subsequent Funding Date (with a copy to the Surety Provider)
      a
      schedule of the Box Trucks acquired by such Box Truck SPVs with the funds being
      withdrawn on such Subsequent Funding Date (each such Box Truck, a “Subsequent
      Box Truck”);
      

     

    (iv)  (x)
      no
      Rapid Amortization Event shall occur as a result of the purchase of such
      Subsequent Box Truck and (y) no Potential Rapid Amortization Event shall exist
      as of such Subsequent Funding Date or occur as a result of such withdrawal
      and
      the purchase of such Subsequent Box Truck;

     

    (v)  each
      Subsequent Box Truck acquired with funds released on such Subsequent Funding
      Date, upon its acquisition by a Box Truck SPV, shall be an Eligible Box Truck;
      and

     

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

     

    (c)  If
      the
      Pre-Funded Amount has not been reduced to zero on or prior to the Payment Date
      on which the Pre-Funding Period ends (or, if the Pre-Funding Period does not
      end
      on a Payment Date, on the first Payment Date following the end of the
      Pre-Funding Period), the Administrator shall instruct the Trustee to, and the
      Trustee shall, upon receipt of written instructions from the Administrator,
      transfer from the Box Truck Purchase Account on such Payment Date any amount
      then remaining in the Box Truck Purchase Account to the Payment Account to
      be
      applied to pay the principal of the Series 2007-1 Notes pursuant to Section
      2.11.
      For the
      avoidance of doubt, no prepayment premium will be payable with respect to
      principal amounts paid pursuant to this Section
      2.7(c).

     

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

     

    (b)  Withdrawals
      from the Interest Reserve Account On the Series 2007-1 Legal Final Maturity
      Date.
      If the
      Administrator determines on or after the Determination Date immediately
      preceding the Series 2007-1 Legal Final Maturity Date that the amount of
      Available

     

    
      
        
        

      

      
        
        

        
          

        

      

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

    

     

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

     

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


     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        
any
        Payment Date occurring after the Series 2007-1 Expected Final Payment Date
        available on such Payment Date to pay Series 2007-1 Monthly Contingent
        Additional Interest for such Payment Date pursuant to clause
        (2)
        of
paragraph
        (xiii)
        of
Section
        2.9
        is less
        than Series 2007-1 Monthly Contingent Additional Interest for such Payment
        Date
        (any such insufficiency, a “Contingent
        Additional Interest Shortfall Amount”),
        payments to the Series 2007-1 Noteholders pursuant to clause
        (2)
        of
paragraph
        (xiii)
        of
Section
        2.9
        will be
        reduced on a pro rata
        basis by
        the Contingent Additional Interest Shortfall Amount.

    

     

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

     

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

     

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

     

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


     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

     

    (ix)  on
      any
      Payment Date prior to the occurrence of a Rapid Amortization Event, to the
      Payment Account, an amount equal to the lesser of (x) the Aggregate Note Balance
      on such Payment Date and (y) the Targeted Principal Payment for such Payment
      Date; 

     

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

     

    (xi)  (1)
      prior
      to the occurrence of a Rapid Amortization Event, (a) on each of the first nine
      Payment Dates following the occurrence and during the continuance of a DSCR
      Deficiency Event, to the DSCR Deficiency Account, an amount equal to the lesser
      of (x) the excess of (A) the Targeted Partial Amortization Principal Payment,
      if
      any, for such Payment Date over (B) the Available DSCR Deficiency Account Amount
      on such Payment Date (without giving effect to any deposits thereto on such
      Payment Date) and (y) 50% of the remaining Total Available Funds for such
      Payment Date after application thereof pursuant to paragraphs
      (i)
      through
(x)
      above,
      and (b) on the tenth Payment Date following the occurrence and during the
      continuance of a DSCR Deficiency Event and on each Payment Date thereafter
      during the continuance of such DSCR Deficiency Event, to the Payment Account,
      an
      amount equal to the lesser of (x) the Targeted Partial Amortization Principal
      Payment, if any, for such Payment Date and (y) 50% of the remaining Total
      Available Funds for such Payment Date after application thereof pursuant to
      paragraphs
      (i)
      through
(x)
      above
      (such lesser amount, a “Partial
      Amortization Carryover Payment”)
      and
      (2) on any Payment Date after the occurrence and during the continuance of
      a
      Rapid Amortization Event, to the Payment Account, an amount equal to the lesser
      of (x) the Aggregate Note Balance on such Payment Date and (y) the remaining
      Total Available Funds for such Payment Date after application thereof pursuant
      to paragraphs
      (i)
      through
(viii)
      and
(x)
      above;


     

    (xii)  to
      the
      Surety Provider, an amount equal to the excess of (x) the amount of any
      indemnities payable to the Surety Provider on such Payment Date pursuant to
      the
      Insurance Agreement over (y) the amount paid to the Surety Provider pursuant
      to
paragraph
      (vi)
      above on
      such Payment Date; 

     

    (xiii)  (1)
      on
      each Payment Date during the Series 2007-1 Scheduled Amortization Period, to
      the
      Payment Account, an amount equal to the Mandatory Prepayment Premium with
      respect to the Mandatory Prepayment Amount Subject to Premium, if any, on such
      Payment Date and (2) on each Payment Date after the Series 2007-1 Expected
      Final
      Payment Date, to the Payment Account, and amount equal to the Series 2007-1
      Contingent Additional Monthly Interest for such Payment Date plus
      the
      amount of any unpaid Contingent Additional Interest Shortfall Amount as of
      the

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        
      
        preceding Payment Date (such amount, the “Monthly
        Contingent Additional Interest Payment”);
        

    

     

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


     

    (xv)  to
      any
      Permitted Note Issuance Trustee, any amounts owing by any Box Truck SPV to
      such
      Permitted Note Issuance Trustee under any Box Truck SPV Permitted Note Limited
      Guarantee to which such Box Truck SPV is a party; and

     

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

     

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

     

    (b) On
      each
      Prepayment Date, based solely on the information contained in the Monthly
      Noteholders’ Statement as of the preceding Determination Date with respect to
      the Series 2007-1 Notes, the Trustee shall, in accordance with Section
      6.1
      of the
      2007-1 Base Indenture, distribute pro rata
      to each
      Series 2007-1 Noteholder, from the Payment Account (i) the Mandatory Prepayment
      Premium to the extent of the sum of (x) the amount, if any, deposited in the
      Payment Account pursuant to paragraph
      (xiii)
      of
Section
      2.9
      and (y)
      any Mandatory Prepayment Premium Equity Contribution for such Payment Date
      and
      (ii) the Optional Prepayment Premium to the extent of the amount thereof, if
      any, deposited in the Payment Account pursuant to Section
      5.1.
      

     

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

     

    (b)  On
      each
      Payment Date, based solely on the information contained in the Monthly
      Noteholders’ Statement as of the preceding Determination Date with respect to
      Series 2007-1 Notes, the Trustee shall, in accordance with Section
      6.1
      of the
      2007-1 Base Indenture, distribute, pro rata
      to each
      Series 2007-1 Noteholder from the Payment Account the amount, if any, deposited
      therein pursuant to Section
      2.2(e),
      Section
      2.7(c),
      Section
      2.8(d), paragraph
      (ix)
      of
Section
      2.9,
      clause
      (1)(b)
      and
clause
      (2)
      of
paragraph
      (xi)
      of
Section
      2.9,
      and
Section
      5.1
      in order
      to pay the Aggregate Note Balance. 

     

    (c)  The
      Trustee shall notify the Person in whose name a Series 2007-1 Note is registered
      at the close of business on the Series 2007-1 Record Date preceding the Payment
      Date on which the Issuers expect that the final installment of principal of
      and
      interest on such Series

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        
2007-1
        Note will be paid. Such notice shall be made at the expense of the Administrator
        and shall be mailed within three (3) Business Days of receipt of a Monthly
        Noteholders’ Statement with respect to the Series 2007-1 Notes indicating that
        such final payment will be made and shall specify that such final installment
        will be payable only upon presentation and surrender of such Series 2007-1
        Note
        and shall specify the place where such Series 2007-1 Note may be presented
        and
        surrendered for payment of such installment. Notices in connection with
        prepayments in full of Series 2007-1 Notes shall be (i) transmitted by
        facsimile to Series 2007-1 Noteholders holding Global Notes and (ii) sent
        by
        registered mail to Series 2007-1 Noteholders holding Definitive Notes and
        shall
        specify that such final installment will be payable only upon presentation
        and
        surrender of such Series 2007-1 Note and shall specify the place where such
        Series 2007-1 Note may be presented and surrendered for payment of such
        installment.

    

     

    Section
      2.12   Administrator’s
      Failure to Instruct the Trustee to Make a Deposit or Payment.
      (a)
      The
      Issuers shall, pursuant to Section
      2.5
      of the
      Administration Agreement, request the Administrator to perform each duty
      required to be performed by the Administrator hereunder, including making each
      determination required pursuant to Section
      2.8.
      If the
      Administrator or any Issuer fails to give notice or instructions to make any
      payment from or deposit into the Box Truck Collection Account or any other
      Series Account required to be given by the Administrator or such Issuer, at
      the
      time specified in the Indenture, the Administration Agreement or any other
      Related Document (including applicable grace periods), the Trustee shall make
      such payment or deposit into or from the Box Truck Collection Account or such
      other Series Account without such notice or instruction from the Administrator
      or such Issuer; provided
      that the
      Administrator or such Issuer, upon request of the Trustee, promptly provides
      the
      Trustee with all information necessary to allow the Trustee to make such a
      payment or deposit. When any payment or deposit hereunder or under any other
      Related Document is required to be made by the Trustee or the Paying Agent
      at or
      prior to a specified time, the Administrator or an Issuer shall deliver any
      applicable written instructions with respect thereto reasonably in advance
      of
      such specified time. 

     

    (b)  The
      Controlling Party is hereby authorized (but shall not be obligated) to deliver
      any information or instructions contemplated in this Section
      2.12
      that are
      not timely delivered by or on behalf of the Administrator or any
      Issuer.

     

    Section
      2.13   Trustee
      as Securities Intermediary (a)
      The
      Trustee or other Person holding a Series 2007-1 Account shall be the “Securities
      Intermediary”. If the Securities Intermediary in respect of any Series 2007-1
      Account is not the Trustee, the Issuers shall obtain the express agreement
      of
      such Person to the obligations of the Securities Intermediary set forth in
      this
Section
      2.13.
      

     

    (b)  
      The
      Securities Intermediary agrees that:

     

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

     

    (ii)  All
      securities or other property underlying any Financial Assets credited to any
      Series 2007-1 Account shall be registered in the name of

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

                 the
        Securities
        Intermediary, indorsed to the Securities Intermediary or in blank or credited
        to
        another securities account maintained in the name of the Securities

                 Intermediary
        and in no case
        will any Financial Asset credited to any Series 2007-1 Account be registered
        in
        the name of any Issuer, payable to the order of any Issue

                                    
or
        specially endorsed to any Issuer;

    

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

     

     

    ARTICLE
      III  

     

     

    RAPID
      AMORTIZATION EVENTS

     

    In
      addition to the Rapid Amortization Events set forth in Section
      10.1
      of the
      2007-1 Base Indenture, any of the following shall be a Rapid Amortization Event
      and collectively shall constitute the Rapid Amortization Events set forth in
      Section
      10.1(g)
      of the
      2007-1 Base Indenture (without notice or other action on the part of any
      Person):

     

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

     

    (b)  the
      occurrence of a Surety Default.

     

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

     

     

    ARTICLE
      IV  

     

     

    FORM
      OF SERIES 2007-1 NOTES

     

    Section
      4.1   Initial
      Issuance of Series 2007-1 Notes.
      The
      Series 2007-1 Notes are being offered and sold by the Issuers pursuant to a
      Purchase Agreement, dated May 25, 2007, among the Issuers, UHI, Lehman Brothers
      Inc. and Merrill, Lynch, Pierce, Fenner & Smith Incorporated. The Series
      2007-1 Notes will be resold initially only to (1) qualified institutional buyers
      (as defined in Rule 144A) (“Qualified
      Institutional Buyers”)
      in
      reliance on Rule 144A under the Securities Act (“Rule
      144A”)
      and
      (2) in the case of offers outside the United States, to Persons other than
      U.S.
      Persons (as defined in Regulation S of the Securities Act (“Regulation
      S”))
      in
      accordance with Rule 903 of Regulation S.

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        
hereinafter
        provided.

    

     

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

     

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

     

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

     

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

     

    (ii)  Transfers
      of Interests in Restricted Global Series 2007-1 Notes.
      The
      transfer by an owner of a beneficial interest in a Restricted Global Series
      2007-1 Note to a Person who wishes to take delivery thereof in the form of
      a
      beneficial interest in the

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        
      same
        Restricted Global Series
        2007-1 Note shall be made upon the deemed representation of the transferee
        that:

    

     

     

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

     

     

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

     

     

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

     

     

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

     

    


    (iii)  Transfer
      of Interests in Restricted Global Series 2007-1 Note to Temporary Global Series
      2007-1 Note Prior to the Exchange Date.
      If an
      owner of a beneficial interest in the Restricted Global Series 2007-1 Note
      wishes at any time to exchange its interest in such Restricted Global Series
      2007-1 Note for an interest in the Temporary Global Series 2007-1 Note, or
      to
      transfer such interest to a Person who wishes to take delivery thereof in the
      form of a beneficial interest in the Temporary Global Series 2007-1 Note, such
      owner may, subject to the rules and procedures of DTC, Euroclear and Clearstream
      (the “Applicable
      Procedures”),
      exchange or cause the exchange or transfer of such interest for an equivalent
      beneficial interest in the Temporary Global Series 2007-1 Note in accordance
      with the provisions of this Section
      4.5(a)(iii).
      Upon
      receipt by the Registrar of (1) written instructions given in accordance with
      the Applicable Procedures from a Clearing Agency Participant directing the
      Registrar to credit or cause to be credited to a specified Clearing Agency
      Participant’s account a beneficial interest in the Temporary Global Series
      2007-1 Note in a principal amount equal to that of the beneficial interest
      in
      the Restricted Global Series 2007-1 Note

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

           
to
        be
        so exchanged or transferred, (2) a written order given in accordance with
        the
        Applicable Procedures containing information regarding the account of the
        Clearing Agency

           
        Participant (and the applicable Foreign Clearing Agency) to be credited with
        such increase, and the account of the Clearing Agency Participant to be debited,
        and (3) a

           
        certificate in substantially the form of Exhibit
        D-1
        attached
        hereto given by the owner of such beneficial interest in the Restricted Global
        Series 2007-1 Note, the Registrar, if it is

           
not
        U.S. Bank National Association, shall instruct U.S. Bank National Association,
        custodian of DTC, to reduce the Restricted Global Series 2007-1 Note by the
        aggregate

           
        principal amount of the beneficial interest in the Restricted Global Series
        2007-1 Note to be so exchanged or transferred and to increase the principal
        amount of the Temporary

           
Global
        Series 2007-1 Note by the aggregate principal amount of the beneficial interest
        in the Restricted Global Series 2007-1 Note to be so exchanged or transferred,
        and to credit

           
or
        cause to be credited to the account of the Person specified in such instructions
        (who shall be the Clearing Agency Participant of the applicable Foreign Clearing
        Agency) a

           
        beneficial interest in the Temporary Global Series 2007-1 Note equal to the
        reduction in the principal amount of the Restricted Global Series 2007-1
        Note.

    

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

    “THIS
      NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED
      (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. THE HOLDER OF THIS NOTE BY
      ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER THIS NOTE
      ONLY
      (A) TO U-HAUL S FLEET, LLC, 2007 TM-1, LLC, 2007 DC-1, LLC OR 2007 EL-1, LLC
      (THE “ISSUERS’), (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED
      EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE
      ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE
      144A”), TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER”
AS DEFINED IN RULE 144A (A “QIB”) THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE
      ACCOUNT OF A QIB TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN
      RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE
      THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT
      OR
      (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
      OF THE SECURITIES ACT, SUBJECT TO THE RIGHT OF THE ISSUERS, THE TRUSTEE AND
      THE
      TRANSFER AGENT, PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE
      (E), TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR
      OTHER INFORMATION SATISFACTORY TO THEM, IN EACH CASE IN ACCORDANCE WITH ANY
      APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER
      JURISDICTION. THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY
      ANY PURCHASER FROM IT OF THE RESALE RESTRICTIONS SET FORTH ABOVE.”

     

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

     

    “THIS
      NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED
      (THE “SECURITIES ACT”), OR ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR
      OTHER JURISDICTION OF THE UNITED STATES. UNTIL 40 DAYS AFTER THE LATER OF THE
      COMMENCEMENT OF THE OFFERING AND THE ORIGINAL ISSUE DATE OF

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

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

    


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

     

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

    


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

    


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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    provision
      of such satisfactory evidence, the Trustee, at the direction of the Issuers,
      shall authenticate and deliver a Series 2007-1 Note that does not bear such
      legend.

     

     

    ARTICLE
      V  

     

     

    


     

     

    GENERAL

     

    Section
      5.1   Optional
      Prepayment .
      In
      addition to the principal payments made on the Series 2007-1 Notes with funds
      available pursuant to paragraph
      (ix)
      of
Section
      2.9
      or
Section
      2.2(e),
      the
      Issuers shall have the option to prepay the Series 2007-1 Notes in whole, or
      from time to time in part, on any Payment Date during the Series 2007-1
      Scheduled Amortization Period with funds available pursuant to paragraph
      (xvi)
      of
Section
      2.9
      or other
      funds (other than Collections); provided,
      however,
      that as
      a condition precedent to any such optional prepayment, on or prior to any such
      Prepayment Date the Issuers shall have paid (x) all Surety Provider Fees and
      all
      other Surety Provider Reimbursement Amounts due and unpaid as of such Prepayment
      Date to the Surety Provider and (y) each other Issuer Obligation due and unpaid
      as of such Prepayment Date to the applicable Person. The Issuers shall give
      Trustee and the Surety Provider at least ten (10) Business Days’ prior written
      notice of any Prepayment Date on which the Issuers intend to exercise such
      option to prepay. The Optional Prepayment Premium with respect to the Optional
      Prepayment Amount being paid on such Prepayment Date shall be due and payable
      by
      the Issuers on such Prepayment Date. Not later than 11:00 a.m., New York City
      time, on the Business Day immediately preceding such Prepayment Date, the
      Issuers shall deposit in the Payment Account an amount equal to the Optional
      Prepayment Amount plus
      the
      Optional Prepayment Premium, if any, with respect thereto in immediately
      available funds. The funds deposited into the Payment Account will be paid
      by
      the Trustee to the Series 2007-1 Noteholders on such Prepayment Date pursuant
      to
Section
      2.10(b)
      and
Section
      2.11(b).
       

     

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

     

    Section
      5.3   Information.
      The
      Issuers hereby agree to provide to the Trustee and the Surety Provider, on
      each
      Determination Date, a Monthly Noteholders’ Statement with respect to the Series
      2007-1 Notes, substantially in the form of Exhibit
      E,
      setting
      forth as of the last day of the Related Monthly Period and for such Monthly
      Period the information set forth therein. The Trustee shall make each Monthly
      Noteholders’ Statement available to the Series 2007-1 Noteholders on or prior to
      each Payment Date via the Trustee’s internet website at www.usbank.com\abs on a
      password protected basis, and shall supply such password to each Series 2007-1
      Noteholder of record as of the immediately preceding Series 2007-1 Record Date.
      The Trustee shall be permitted to change the method by which it makes any
      Monthly Noteholders’ Statement available to Series 2007-1 Noteholders so long as
      such method is no more burdensome to any Series 2007-1 Noteholder; provided
      that the
      Trustee shall provide timely and adequate notification to the Series 2007-1
      Noteholders of any such change.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        
Notwithstanding
        any of the foregoing to the contrary, a copy of each Monthly Noteholders’
Statement will be made available for inspection at the Corporate Trustee
        Office
        and, upon receipt of the prior written consent of USF, the Trustee shall
        supply
        a paper copy of any Monthly Noteholders’ Statement to any Person that requests
        it. The Trustee shall provide to the Series 2007-1 Noteholders, or their
        designated agent, and the Surety Provider copies of all information furnished
        to
        the Trustee pursuant to the Related Documents (including pursuant to
Section
        4.1
        of the
        2007-1 Base Indenture), as such information relates to the Series 2007-1
        Notes
        or the Series 2007-1 Collateral. In connection with any Preference Amount
        payable under the Surety Bond, the Trustee shall furnish to the Surety Provider
        its records evidencing the distributions of principal of and interest on
        the
        Series 2007-1 Notes that have been made and subsequently recovered from
        Series 2007-1 Noteholders and the dates on which such payments were
        made.

    

     

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

     

    
      	
              Exhibit
                A-1:

            	
              Form
                of Restricted Global Series 2007-1 Note

               

            
	
              Exhibit
                A-2:

            	
              Form
                of Temporary Global Series 2007-1 Note

               

            
	
              Exhibit
                A-3:

            	
              Form
                of Permanent Global Series 2007-1 Note

               

            
	
              Exhibit
                B:

            	
              Form
                of Clearing System Certificate

               

            
	
              Exhibit
                C:

            	
              Form
                of Certificate of Beneficial Ownership

               

            
	
              Exhibit
                D-1:

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

               

            
	
              Exhibit
                D-2:

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

               

            
	
              Exhibit
                D-3:

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

               

            
	
              Exhibit
                E:

            	
              Form
                of Monthly Noteholders’ Statement

               

            


    

    Section
      5.5   Ratification
      of the 2007-1 Base Indenture.
      As
      supplemented by this Series Supplement, the 2007-1 Base Indenture is in all
      respects ratified and confirmed and the 2007-1 Base Indenture as so supplemented
      by this Series Supplement shall be read, taken, and construed as one and the
      same instrument.

     

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

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Section
      5.8   Amendments.
      This
      Series Supplement may be modified or amended from time to time in accordance
      with the terms of the 2007-1 Base Indenture. 

     

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

     

    Section
      5.10   Notice
      to the Surety Provider and the Rating Agencies.
      The
      Trustee shall, promptly upon receipt, provide to the Surety Provider and each
      Rating Agency a copy of each notice, Opinion of Counsel, certificate or other
      item delivered to, or required to be provided by, the Trustee pursuant to this
      Series Supplement or any other Related Document. Each such Opinion of Counsel
      shall be addressed to the Surety Provider and each Rating Agency, shall be
      from
      counsel reasonably acceptable to the Surety Provider (provided
      that for
      purposes of Section
      8.11(e)
      of the
      2007-1 Base Indenture, any legal counsel employed by UHI, which may be an
      employee of UHI, shall be deemed to be reasonably acceptable to the Surety
      Provider) and shall be in form and substance reasonably acceptable to the Surety
      Provider. All such notices, opinions, certificates or other items delivered
      to
      the Surety Provider shall be forwarded to Ambac Assurance Corporation, One
      State
      Street Plaza, New York, New York, 10004; Attention: Portfolio Risk Management
      Group - Commercial ABS; telephone: (212) 668-0340; facsimile: (212)
      208-3547.

     

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

     

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

     

    Section
      5.13   Effect
      of Payments by the Surety Provider.
      (a)
      Anything
      herein to the contrary notwithstanding, any distribution of principal of or
      interest on the Series 2007-1 Notes that is made with moneys received
      pursuant to the terms of the Surety Bond shall not be considered payment of
      the
      Series 2007-1 Notes by the Issuers. The Trustee acknowledges that, without
      the need for any further action on the part of the Surety Provider, (i) to
      the extent the Surety Provider makes payments, directly or indirectly, on
      account of principal of or interest on the Series 2007-1 Notes to the
      Trustee for the benefit of the Series 2007-1 Noteholders or to the
      Series 2007-1 Noteholders (including any Preference Amounts as defined in
      the Surety Bond),

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        
the
        Surety Provider will be fully subrogated to the rights of such
        Series 2007-1 Noteholders to receive such principal and interest and will
        be deemed to the extent of the payments so made to be a Series 2007-1
        Noteholder and (ii) the Surety Provider shall be paid principal and
        interest in its capacity as a Series 2007-1 Noteholder until all such
        payments by the Surety Provider have been fully reimbursed, but only from
        the
        sources and in the manner provided herein for the distribution of such principal
        and interest and in each case only after the Series 2007-1 Noteholders have
        received all payments of principal and interest due to them hereunder on
        the
        related Payment Date. The foregoing is without prejudice to the separate
        and
        independent rights of the Surety Provider to be reimbursed, without duplication,
        for payments made under the Surety Bond pursuant to the Insurance Agreement.
        If
        any Person other than the Trustee asserts any Lien, encumbrance or adverse
        claim
        (including any writ, garnishment, judgment, warrant of attachment, execution
        or
        similar process) against any Issuer Account or in any financial asset credited
        thereto, the Administrator will promptly notify the Trustee, the Surety Provider
        and the Issuer thereof.

    

     

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

     

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

     

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

     

    Section
      5.14   Subrogation.
      In
      furtherance of and not in limitation of the Surety Provider’s equitable right of
      subrogation, each of the Trustee, as agent for the Series 2007-1 Noteholders,
      and each Issuer acknowledge that, to the extent of any payment made by the
      Surety

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        
Provider
        under the Surety Bond with respect to interest on or principal of the Series
        2007-1 Notes, including any Preference Amount, as defined in the Surety Bond,
        the Surety Provider is to be fully subrogated to the extent of such payment
        and
        any additional interest due on any late payment, to the rights of the Series
        2007-1 Noteholders under the Indenture. Each Issuer and the Trustee agree
        to
        such subrogation and, further, agree to take such actions as the Surety Provider
        may reasonably request in writing to evidence such
        subrogation.

    

     

    Section
      5.15   Prior
      Notice by Trustee to the Surety Provider.
      Subject
      to Section
      11.1
      of the
      2007-1 Base Indenture, except for any period during which a Surety Default
      is
      continuing, the Trustee agrees that it shall not exercise any rights or remedies
      available to it as a result of the occurrence of an Event of Default until
      after
      the Trustee has given prior written notice thereof to the Surety Provider and
      obtained the direction of the Surety Provider.

     

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

     

    Section
      5.17   Entire
      Agreement.
      This
      Series Supplement, together with the 2007-1 Base Indenture and all exhibits,
      annexes and schedules hereto and thereto, contain a final and complete
      integration of all prior expressions by the parties hereto with respect to
      the
      subject matter hereof and thereof and shall constitute the entire agreement
      among the parties hereto with respect to the subject matter hereof and thereof,
      superseding all previous oral statements and writings with respect
      thereto.

     

    


     

    


     


    
      
        
          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



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

     

     

    U-HAUL
      S
      FLEET, LLC,

    as
      Issuer

     

     

    By:             

    Name:

    Title:
      

     

     

    2007
      TM-1, LLC,

    as
      Issuer

     

     

    By:             

    Name:

    Title:
      

     

     

    2007
      DC-1, LLC,

    as
      Issuer

     

     

    By:             

    Name:

    Title:
      

     

     

    2007
      EL-1, LLC,

    as
      Issuer

     

     

    By:             

    Name:

    Title:
      

     

     

    U.S.
      BANK
      NATIONAL ASSOCIATION, as 

    Trustee

     

    By:               

    Name:

    Title: