Schedule 1 Cargo Van/Pick up Truck


    SCHEDULE
      I TO BASE INDENTURE

     

    DEFINITIONS
      LIST

     

    “Account
      Control Agreement”
means
      each of the Cargo Van/Pick-Up Truck Collection Account Control Agreement and
      the
      Cargo Van/Pick-Up Truck Purchase Account Control Agreement.

     

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

     

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

     

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

     

    “Advance
      Rate”
means,
      as of any Determination Date, with respect to any Cargo Van or Pick-Up Truck,
      the percentage set forth in the following table with respect to the Capitalized
      Cost Discount Percentage for such Cargo Van or Pick-Up Truck:

     

    
      	
              CARGO
                VANS

            
	
              If
                the Capitalized Cost Discount Percentage is:

            	
              Advance
                Rate

            
	
              Less
                than or equal to 95.0%

            	
              94.0%

            
	
              Greater
                than 95.0% but less than or equal to 97.5%

            	
              92.0%

            
	
              Greater
                than 97.5% but less than or equal to 100.0%

            	
              90.0%

            
	
              Greater
                than 100.0% but less than or equal to 102.5%

            	
              88.0%

            
	
              Greater
                than 102.5% but less than or equal to 105.0%

            	
              86.0%

            
	
              Greater
                than 105.0% but less than or equal to 107.5%

            	
              84.0%

            
	 	 
	
              PICK-UP
                TRUCKS

            
	
              If
                the Capitalized Cost Discount Percentage is:

            	
              Advance
                Rate

            
	
              Less
                than or equal to 100.0%

            	
              90.0%

            
	
              Greater
                than 100.0% but less than or equal to 102.5%

            	
              88.0%

            
	
              Greater
                than 102.5% but less than or equal to 105.0%

            	
              86.0%

            
	
              Greater
                than 105.0% but less than or equal to 107.5%

            	
              84.0%

            
	
              Greater
                than 107.5% but less than or equal to 110.0%

            	
              82.0%

            
	
              Greater
                than 110.0% but less than or equal to 112.5%

            	
              80.0%

            


    

    


    provided,
      however
      that if
      the Capitalized Cost Discount Percentage with respect to such Cargo Van or
      Pick-Up Truck is greater than 107.5%, in the case of a Cargo Van, or greater
      than 112.5%

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    in
      the
      case of a Pick-Up Truck, the Advance Rate for such Cargo Van or Pick-Up Truck
      will be a percentage (i) agreed to in writing by any Financial Insurance
      Provider and (ii) with respect to which the Rating Agency Condition shall have
      been satisfied, in each case prior to the acquisition of such Cargo Van or
      Pick-Up Truck by any Cargo Van/Pick-Up Truck SPV;
      provided further,
      that if
      the Capitalized Cost Discount Percentage with respect to any Cargo Van or
      Pick-Up Truck cannot be determined because the trade-in value of a cargo van
      or
      pick-up truck of the same make and model as such Cargo Van or Pick-Up Truck
      but
      of the previous model year is not published in the most recently published
      NADA
      Guide, then the Advance Rate for such Cargo or Pick-Up Truck will equal the
      Advance Rate for the applicable Reference Truck, less
      the
      Advance Rate Decrease, if any, with respect to such Cargo Van or Pick-Up Truck;
      provided further
      that on
      any Determination Date on which the Aggregate Pick-Up Truck Asset Amount is
      greater than the Maximum Pick-Up Truck Asset Amount, the Advance Rate for each
      Pick-Up Truck shall be reduced (solely for such Determination Date) by
      1.0%.

    


    “Advance
      Rate Decrease”
means,
      with respect to any Cargo Van or Pick-Up Truck, the percentage set forth in
      the
      following table with respect to the Capitalized Cost Increase Percentage for
      such Cargo Van or Pick-Up Truck: 

     

    


    
      	
               

              If
                the Capitalized Cost Increase Percentage is:

            	
              Advance

              Rate
                Decrease

            
	
              Less
                than or equal to 2.5%

            	
              2.0%

            
	
              Greater
                than 2.5% but less than or equal to 5.0%

            	
              4.0%

            
	
              Greater
                than 5.0% but less than or equal to 7.5%

            	
              6.0%

            
	
              Greater
                than 7.5% but less than or equal to 10.0%

            	
              8.0%

            
	
              Greater
                than 10.0% but less than or equal to 12.5%

            	
              10.0%

            


    

    


    provided,
      however
      that if
      the Capitalized Cost Increase Percentage with respect to such Cargo Van or
      Pick-Up Truck is greater than 12.5%, the Advance Rate Decrease for such Cargo
      Van or Pick-Up Truck will be a percentage (i) agreed to in writing by any
      Financial Insurance Provider and (ii) with respect to which the Rating Agency
      Condition shall have been satisfied, in each case prior to the acquisition
      of
      such Cargo Van or Pick-Up Truck by any Cargo Van/Pick-Up Truck SPV.

     

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

     

    “Aggregate
      Asset Amount”
means,
      as of any Determination Date, an amount equal to the sum of (i) the Aggregate
      Assumed Asset Value as of such Determination Date, (ii) all Disposition
      Receivables as of the last day of the Related Monthly Period which were not
      more
      than three (3) days past the applicable Disposition Date and (iii) the amount
      on
      deposit in the Cargo Van/Pick-Up Truck Purchase Account as of the last day
      of
      the Related Monthly Period

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    (after
      giving effect to all deposits into and withdrawals from the Cargo Van/Pick-Up
      Truck Purchase Account on such day).

     

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

     

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

     

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

     

    “Aggregate
      Pick-Up Truck Asset Amount”
means,
      as of any Determination Date, the sum of the Assumed Asset Values as of such
      Determination Date for all Pick-Up Trucks that were Eligible Trucks as of the
      last day of the Related Monthly Period.

     

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

     

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

     

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

     

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

     

    “Assumed
      Asset Value Schedule”
means
      Exhibit
      C
      to the
      SPV Fleet Owner Agreement setting forth the Seasonal Depreciation Percentages
      with respect to the Cargo Vans and Pick-Up Trucks.

     

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

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

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

     

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

     

    “Book-Entry
      Notes”
means
      beneficial interests in the Notes, ownership and transfers of which shall be
      evidenced or made through book entries by a Clearing Agency or a Foreign
      Clearing Agency as described in Section
      2.15
      of the
      Base Indenture; provided
      that
      after the occurrence of a condition whereupon book-entry registration and
      transfer are no longer permitted and Definitive Notes are issued to the Note
      Owners, such Definitive Notes shall replace Book-Entry Notes.

     

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

     

    “Calculation
      Date”
means,
      with respect to any calculation of the Six-Month DSCR or the One-Month DSCR
      on
      any Determination Date, the last day of the Related Monthly Period.

     

    “Canadian
      Truck”
means
      any Cargo Van or Pick-Up Truck which has been designated by the Fleet Manager
      for use in the System in Canada.

     

    “Capitalized
      Cost”
means,
      with respect to any Cargo Van or Pick-Up Truck, the original aggregate price
      paid for such Cargo Van or Pick-Up Truck, including, without duplication, the
      price paid for all other components thereof, by the applicable Cargo Van/Pick-Up
      Truck SPV (or, with respect to any Cargo Van or Pick-Up Truck contributed on
      the
      Effective Date pursuant to the Sale and Contribution Agreements, by UHLS) to
      the
      entities selling such Cargo Van or Pick-Up Truck or any component thereof to
      such Cargo Van/Pick-Up Truck SPV(or, with respect to any Cargo Van or Pick-Up
      Truck contributed on the Effective Date pursuant to the Sale and Contribution
      Agreements, to UHLS), including delivery charges but excluding taxes and any
      registration or titling fees. 

     

    “Capitalized
      Cost Discount Percentage”
means,
      with respect to any Cargo Van or Pick-Up Truck, a fraction, expressed as a
      percentage, (i) the numerator of which is equal to the Capitalized Cost of
      such
      Cargo Van or Pick-Up Truck and (ii) the denominator of which is equal to the
      trade-in value as specified in the most recently published NADA Guide of a
      cargo
      van or pick-up truck of the same make and model as such Cargo Van or Pick-Up
      Truck but of the previous model year.

     

    “Capitalized
      Cost Increase Percentage”
means,
      with respect to any Cargo Van or Pick-Up Truck, a fraction, expressed as a
      percentage, (i) the numerator of which is equal to the excess, if any, of (x)
      the Capitalized Cost of such Cargo Van or Pick-Up Truck over (y) the Capitalized
      Cost of the applicable Reference Truck and (ii) the denominator of which is
      equal to the Capitalized Cost of such Reference Truck.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    “Cargo
      Van”
means
      a
      cargo van owned by Cargo Van SPV.

     

    “Cargo
      Van/Pick-Up Truck Collection Account”
means
      securities account no. 113000001 entitled “U.S. Bank National Association, as
      Trustee under the Base Indenture” maintained by the Cargo Van/Pick-Up Truck
      Collection Account Securities Intermediary pursuant to the Cargo
      Van/Pick-Up
      Truck
      Collection Account Control Agreement or any successor securities account
      maintained pursuant to the Cargo Van/Pick-Up Truck Collection Account Control
      Agreement.

     

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

     

    “Cargo
      Van/Pick-Up Truck Collection Account Securities Intermediary”
means
      U.S. Bank National Association or any other securities intermediary that
      maintains the Cargo Van/Pick-Up Truck Collection Account pursuant to the Cargo
      Van/Pick-Up Truck Collection Account Control Agreement.

     

    “Cargo
      Van/Pick-Up Truck Purchase Account”
means
      securities account no. 113000006 entitled “U.S. Bank National Association, as
      Trustee under the Base Indenture” maintained by the Cargo Van/Pick-Up Truck
      Purchase Account Securities Intermediary pursuant to the Cargo Van/Pick-Up
      Truck
      Purchase Account Control Agreement or any successor securities account
      maintained pursuant to the Cargo Van/Pick-Up Truck Purchase Account Control
      Agreement.

     

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

     

    “Cargo
      Van/Pick-Up Truck Purchase Account Securities Intermediary”
means
      U.S. Bank National Association or any other securities intermediary that
      maintains the Cargo Van/Pick-Up Truck Purchase Account pursuant to the Cargo
      Van/Pick-Up Truck Purchase Account Control Agreement.

     

    “Cargo
      Van/Pick-Up Truck SPV”
means
      each of Cargo Van SPV and Pick-Up Truck SPV.

     

    “Cargo
      Van/Pick-Up Truck SPV Collateral”
is
      defined in Section
      3.1(b)
      of the
      Base Indenture.

     

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

     

    “Cargo
      Van/Pick-Up Truck SPV Limited Liability Company Agreement”
means,
      with respect to any Cargo Van/Pick-Up Truck SPV, the Operating Agreement of
      such
      Cargo

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        
 Van/Pick-Up
        Truck SPV, dated as of June 1, 2007, between USF and the Independent Manager
        of
        such Cargo Van/Pick-Up Truck SPV, as amended, modified or supplemented from
        time
        to time in accordance with its terms.

    

     

    “Cargo
      Van/Pick-Up Truck SPV Membership Interests”
means
      all of the issued and outstanding membership interests in each of the Cargo
      Van/Pick-Up Truck SPVs.

     

    “Cargo
      Van/Pick-Up Truck SPV Permitted Note Limited Guarantee”
is
      defined in Section
      8.31
      of the
      Base Indenture.

     

    “Cargo
      Van SPV”
means
      2007 BE-1, LLC, a Nevada limited liability company, and its permitted
      successors.

     

    “Casualty”
means,
      with respect to any Cargo Van or Pick-Up Truck as of any date of determination,
      that (i) such Cargo Van or Pick-Up Truck is destroyed, seized, confiscated
      or
      otherwise rendered permanently unfit or unavailable for use as of such date,
      (ii) such Cargo Van or Pick-Up Truck has otherwise been missing for ninety
      (90)
      days or more or (iii) if the Six-Month DSCR, if any, as of the most recent
      Determination Date is less than 1.25, such Cargo Van or Pick-Up Truck has
      otherwise been missing for sixty (60) days or more.

     

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

     

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

     

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

     

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

     

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

     

    “Clearstream”
means
      Clearstream Banking, société anonyme.

     

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

     

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

     

    “Collateral”
means,
      collectively, the USF Collateral and the Cargo Van/Pick-Up Truck SPV
      Collateral.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

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

     

    “Contractual
      Obligation”
means,
      with respect to any Person, any provision of any security issued by that Person
      or of any indenture, mortgage, deed of trust, contract,
      undertaking,

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        
agreement
        or other instrument to which that Person is a party or by which it or any
        of its
        properties is bound or to which it or any of its properties is
        subject.

    

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    “Discounted
      Asset Value”
means,
      with respect to any Cargo Van or Pick-Up Truck as of any Determination Date,
      the
      product of (i) the Advance Rate for such Cargo Van or Pick-Up

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        
Truck
        as
        of such Determination Date and (ii) the Assumed Asset Value of such Cargo
        Van or
        Pick-Up Truck as of such Determination Date.

    

     

    “Disposition
      Date”
means,
      with respect to a Cargo Van or Pick-Up Truck, the date on which such Cargo
      Van
      or Pick-Up Truck is sold or otherwise disposed of by or on behalf of the
      applicable Cargo Van/Pick-Up Truck SPV.

     

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

     

    “Disposition
      Proceeds Collection Account Amount”
means,
      with respect to the sale or disposition of any Cargo Van or Pick-Up Truck,
      an
      amount equal to the excess of (i) the related Disposition Proceeds over (ii)
      the
      related Disposition Proceeds Purchase Account Amount.

     

    “Disposition
      Proceeds Purchase Account Amount”
means,
      with respect to the sale or disposition of any Cargo Van or Pick-Up Truck,
      an
      amount of the related Disposition Proceeds equal to the Discounted Asset Value
      of such Cargo Van or Pick-Up Truck on the Determination Date in the Monthly
      Period succeeding the Monthly Period in which such Cargo Van or Pick-Up Truck
      is
      sold or otherwise disposed.

     

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

     

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

     

    “DSCR
      Interest Amount”
means,
      as of any Determination Date, the product of (i) one-twelfth of the Note Rate
      (or, in the case of the initial Determination Date following the Effective
      Date,
      the product of (1) one-twelfth of the Note Rate and (2) one plus a fraction,
      the
      numerator of which is 24 and the denominator of which is 30), and (ii) the
      sum
      of (x) for all Cargo Vans and Pick-Up Trucks that were subject to the SPV Fleet
      Owner Agreement as of the Calculation Date, the aggregate Discounted Asset
      Value
      of such Cargo Vans and Pick-Up Trucks as of the immediately preceding
      Determination Date (or, in the case of the initial Determination Date, as of
      the
      Effective Date or, in the case of any Cargo Van or Pick-Up Truck that became
      a
      Funded Truck after the Effective Date but prior to the initial Determination
      Date, as of the applicable Funding Date) and (y) any Targeted Note Balance
      Shortfall as of the immediately preceding Determination Date (which, for the
      purposes of the initial Determination Date, shall equal zero).

     

           
      "DSCR Premium” means, as of any Determination Date, the product of (i)
      one-twelfth of the Premium Rate with respect to the Notes as of the immediately
      preceding Determination Date (or, in the case of the initial Determination
      Date
      following the Effective Date, the product of (1) one-twelfth of such Premium
      Rate in connection with any Financial Insurance Policy with respect to the
      Notes
      as of the Effective Date and (2) one plus a fraction, the numerator of which
      is
      24 and the denominator of which is 30) and (ii) the sum of (x) for all Cargo
      Vans and Pick-Up Trucks that were subject to the SPV Fleet Owner Agreement
      as of
      the Calculation Date, the aggregate Discounted Asset Value of such Cargo Vans
      and Pick-Up Trucks as of the immediately preceding Determination Date (or,
      in
      the case of the initial Determination Date, as

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    of
      the Effective Date or, in the case of any Cargo Van or Pick-Up Truck that became
      a Funded Truck after the Effective Date but prior to the initial Determination
      Date, as of the applicable Funding Date) and (y) any Targeted Note Balance
      Shortfall as of the immediately preceding Determination Date (which, for the
      purposes of the initial Determination Date, shall equal zero).

     

    “DSCR
      Targeted Principal Amount”
means,
      as of any Determination Date, the sum, for all Cargo Vans and Pick-Up Trucks
      that were subject to the SPV Fleet Owner Agreement as of the Calculation Date,
      of the amount, if any, by which (i) the aggregate Discounted Asset Value of
      such
      Cargo Vans and Pick-Up Trucks as of the immediately preceding Determination
      Date
      (or, in the case of the initial Determination Date, as of the Effective Date
      or,
      in the case of any Cargo Van or Pick-Up Truck that became a Funded Truck after
      the Effective Date but prior to the initial Determination Date, as of the
      applicable Funding Date) exceeds (ii) the aggregate Discounted Asset Value
      of
      such Cargo Vans and Pick-Up Trucks as of such Determination Date.

     

    “DTC”
means
      The Depository Trust Company.

     

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

     

    “Effective
      Date”
means
      June 1, 2007.

     

    “Eligible
      Truck”
means,
      as of any date of determination, a Cargo Van or Pick-Up Truck (i) that is owned
      by a Cargo Van/Pick-Up Truck SPV, free and clear of all Liens other than
      Permitted Liens, to which such Cargo Van/Pick-Up Truck SPV, together with the
      Nominee Titleholder, holds good and marketable title, and which is subject
      to
      the SPV Fleet Owner Agreement (ii) (A) the Certificate of Title with respect
      to
      which is in the name of such Cargo Van/Pick-Up Truck SPV or the Nominee
      Titleholder and notes the Trustee as the only lienholder, or (B) an application
      for such a Certificate of Title is pending with the appropriate state
      authorities or an authorized agent thereof for the purposes of Section 9-303(b)
      of the UCC, (iii) that is manufactured by either (A) Ford or GM, or (B) any
      other manufacturer (x) so long as the Controlling Party is a Financial Insurance
      Provider, consented to in writing by the Controlling Party and (y) with respect
      to which the Rating Agency Condition has been satisfied (iv) which has been
      purchased by a Cargo Van/Pick-Up Truck SPV, or prior to the Effective Date,
      by
      an Affiliate thereof, directly from the manufacturer or a third-party dealer,
      (v) that has been acquired by such Cargo Van/Pick-Up Truck SPV less than 100
      days after the In-Service Date with respect to such Cargo Van or Pick-Up Truck,
      (vii) that was made available for rental in the System not later than 4 days
      following the date of the delivery of such Cargo Van or Pick-Up Truck to the
      applicable Cargo Van/Pick-Up Truck SPV or any Affiliate thereof (provided
      that if
      an act
      of
      God, war, fire, flood, tempest, accident, civil disturbance, act of governmental
      authority or other act of authority (de
      jure
      or
de
      facto),
      legal
      constraint or other similar cause beyond the reasonable control of any Cargo
      Van/Pick-Up Truck SPV, the Fleet Manager or any Rental Company prevents such
      Cargo Van or Pick-Up Truck from being made available for rental in the System
      within such four-day period, such Cargo Van or Pick-Up Truck will not be an
      Ineligible Truck solely as a result thereof so long as such Cargo Van or Pick-Up
      Truck is made available for rental in the System not later than 30 days
after
      the
      delivery of such Cargo Van or Pick-Up Truck to the applicable Cargo Van/Pick-Up
      Truck SPV or any Affiliate thereof),

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        
(vii)
        that is not more than fifteen (15) months old as of such date, as measured
        from
        the In-Service Date with respect to such Cargo Van or Pick-Up Truck, and
        (viii)
        that is not an Uneconomical Truck; provided,
        however,
        that if
        at the time of the designation of any Cargo Van or Pick-Up Truck as a Canadian
        Truck the number of Canadian Trucks is greater than an amount equal to 3%
        of the
        number of all Eligible Trucks as of such date, then following such designation
        as a Canadian Truck, such Cargo Van or Pick-Up Truck shall not be an Eligible
        Truck; provided further
        that on
        the first subsequent date that the number of Canadian Trucks is less than
        3% of
        the number of all Eligible Trucks on such date, then such Canadian Truck
        shall
        become an Eligible Truck so long as it and all other Canadian Trucks that
        are
        Eligible Trucks do not constitute more than 3% of all Eligible Trucks as
        of such
        date.

    

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    “Estimated
      SPV Fleet Owner Net Cash Flow”
means,
      for any Monthly Period, the highest Monthly SPV Fleet Owner Net Cash Flow for
      any Monthly Period during the three (3)

     

    
      
        
        

      

      
        11

        
          

        

      

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

    

     

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

     

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

     

    (a) a
      case or
      other proceeding shall be commenced, without the application or consent of
      such
      Person, in any court, seeking the liquidation, reorganization, debt arrangement,
      dissolution, winding up, or composition or readjustment of debts of such Person,
      the appointment of a trustee, receiver, custodian, liquidator, assignee,
      sequestrator or the like for such Person or all or any substantial part of
      its
      assets, or any similar action with respect to such Person under any law relating
      to bankruptcy, insolvency, reorganization, winding up or composition or
      adjustment of debts, and such case or proceeding shall continue undismissed,
      or
      unstayed and in effect, for a period of 60 consecutive days; or an order for
      relief in respect of such Person shall be entered in an involuntary case under
      the federal bankruptcy laws or other similar laws now or hereafter in
      effect;

     

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

     

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

     

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

     

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

     

    “FDIC”
means
      the Federal Deposit Insurance Corporation.

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    “Fleet
      Owner Commissions”
means,
      with respect to each Cargo Van or Pick-Up Truck, the product of (i) 60% and
      (ii)
      the Cargo Van/Pick-Up Truck SPV Gross Rental Fees with respect to such Cargo
      Van
      or Pick-Up Truck.

     

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

     

    “Foreign
      Clearing Agency”
means
      Clearstream and Euroclear.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

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

     

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

     

    “Ineligible
      Truck”
means
      a
      Cargo Van or Pick-Up Truck that is not an Eligible Truck.

     

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

     

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

     

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

     

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

     

    “Investment
      Income”
means
      the investment earnings (net of losses and investment expenses) on amounts
      on
      deposit in the Cargo Van/Pick-Up Truck Collection Account, the Cargo Van/Pick-Up
      Truck Purchase Account and any Series Account.

     

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

     

    “Issuer
      Accounts”
means
      the Cargo Van/Pick-Up Truck Collection Account, the Cargo Van/Pick-Up Truck
      Purchase Account and each Series Account.

     

    “Issuer
      Assets”
means
      all assets of the Issuers.

     

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

     

    “Issuers”
means,
      collectively, USF, Cargo Van SPV and Pick-Up Truck SPV, as co-issuers of the
      Notes.

     

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

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    “Maximum
      Pick-Up Truck Asset Amount”
means,
      as of any Determination Date, an amount equal to the product of (i) 40% and
      (ii)
      the Aggregate Assumed Asset Value as of such Determination Date.

     

    “Member”
is
      defined (i) with respect to USF, in Schedule
      A
      to the
      USF Limited Liability Company Agreement, (ii) with respect to each Cargo
      Van/Pick-Up Truck SPV, in Schedule
      A
      to the
      applicable Cargo Van/Pick-Up Truck SPV Limited Liability Company Agreement,
      and
      (iii)

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        
with
        respect to the Nominee Titleholder, in Schedule
        A
        to the
        Nominee Titleholder Limited Liability Company Agreement.

    

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    “Monthly
      SPV Fleet Owner Net Cash Flow”
means,
      for any Monthly Period, the sum of the SPV Fleet Owner Net Cash Flows for each
      Cargo Van and Pick-Up Truck during such Monthly Period.

     

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

     

    “NADA
      Guide”
means
      the National Automobile Dealers Association, Official Used Car Guide, Eastern
      Edition.

     

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

     

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

     

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

     

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

     

    “Nominee
      Titleholder Limited Liability Company Agreement”
means
      the Operating Agreement of the Nominee Titleholder, dated as of June 1, 2007,
      between U-Haul Co. of Arizona and the Nominee Titleholder’s Independent Manager,
      as amended, modified or supplemented from time to time in accordance with its
      terms.

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

    “Other
      Fleet Owner Payments”
means,
      with respect to each Cargo Van and Pick-Up Truck, the sum of (i) all warranty
      payments and (ii) all Safemove Fees, less
      the
      amount thereof payable to Republic Western Insurance Company or any other
      insurance carrier in respect of the related Safemove, in each case with respect
      to such Cargo Van or Pick-Up Truck.

     

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

     

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

     

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

     

    “PBGC”
means
      Pension Benefit Guaranty Corporation.

     

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

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

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

     

    “Permitted
      Note Issuance”
means
      the issuance by USF and one or more Permitted Note Issuance SPVs of one or
      more
      series of notes (a) that are secured solely by Other Assets of USF and all
      assets of such Permitted Note Issuance SPVs including, among other things,
      a
      security interest in box trucks, vans and/or pickup trucks being acquired,
      directly or indirectly, with the proceeds of such notes, one or more fleet
      owner
      agreements pursuant to which UHI agrees to make such box trucks, vans and/or
      pickup trucks available for rental in the System and the equity interests in
      each Permitted Note Issuance SPV owning such box trucks, vans and/or pickup
      trucks held by USF and (b) if issued on or after the Effective Date, with
      respect to the issuance of which the Rating Agency Condition shall have been
      satisfied.

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

    “Pick-Up
      Truck”
means
      a
      pick-up truck owned by Pick-Up Truck SPV.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    “Qualified
      Trust Institution”
means
      an institution organized under the laws of the United States of America or
      any
      state thereof or incorporated under the laws of a foreign jurisdiction with
      a
      branch or agency located in the United States of America or any state thereof
      and subject to supervision and examination by federal or state banking
      authorities which at all times (i) is authorized under such laws to act as
      a
      trustee or in any other fiduciary capacity, (ii) has capital, surplus and
      undivided profits of not less than $500,000,000 as set forth in its most recent
      published annual report of condition and (iii) has a long term deposits rating
      of not less than “AA-” by Standard & Poor’s and “Aa3” by
      Moody’s.

     

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

     

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

     

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

     

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

     

    “Reference
      Truck”
means,
      with respect to any Cargo Van or Pick-Up Truck, the Cargo Van or Pick-Up Truck
      most recently purchased by either Cargo Van/Pick-Up Truck SPV of the same make
      and model as such Cargo Van or Pick-Up Truck, but of the previous model
      year.

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    “Rental
      Company Contract”
means
      each Rental Company Contract between a Rental Company and UHI, substantially
      in
      the form of Exhibit A to the SPV Fleet Owner Agreement, pursuant to which UHI
      agrees to make trucks, trailers and other rental equipment available to the
      System in the Rental Company’s territory and the Rental Company agrees to
      merchandise, maintain and repair such rental equipment.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    “Safemove
      Fee”
means,
      with respect to any Cargo Van or Pick-Up Truck, the fee paid by a rental
      customer of such Cargo Van or Pick-Up Truck in order to obtain Safemove.


     

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

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

    “Seasonal
      Depreciation Percentage”
means,
      with respect to any Monthly Period for a Cargo Van or Pick-Up Truck, the
      percentage set forth for such calendar month for a Cargo Van or Pick-Up Truck,
      as applicable, on the Assumed Asset Value Schedule.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    “SPV
      Fleet Owner Net Cash Flow”
means,
      with respect to each Cargo Van and Pick-Up Truck subject to the SPV Fleet Owner
      Agreement during each Monthly Period, (x) the sum of (i) the Fleet Owner
      Commissions with respect to such Cargo Van or Pick-Up Truck during such Monthly
      Period and (ii) the Other Fleet Owner Payments with respect to such Cargo Van
      or

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        
Pick-Up
        Truck during such Monthly Period, less
        (y) the
        Operating Expenses with respect to such Cargo Van or Pick-Up Truck during
        such
        Monthly Period.

    

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    “USF
      Assets”
means
      all assets of USF.

     

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

     

    
      
        
        

      

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

     

    “VIN”
means
      vehicle identification number. 

     

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

     

    “Weekly
      Fleet Owner Payment”
means
      the amount payable by the Fleet Manager on any Weekly Fleet Owner Payment Date
      pursuant to Section
      3.3
      of the
      SPV Fleet Owner Agreement.

     

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

     

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

    
      
        
        

      

      
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