that a Global Note evidencing a Series 2007-1 Note or any
portion thereof is exchanged for Definitive Notes, such Series 2007-1 Notes may
in turn be exchanged (upon transfer or otherwise) for Definitive Notes or for a
beneficial interest in a Global Note (if any is then outstanding) only in
accordance with such procedures, which shall be substantially consistent with
the provisions of Sections 4.5(a) (including the certification requirement
intended to ensure that transfers and exchanges of beneficial interests in the
Series 2007-1 Notes comply with Rule 144A or Regulation S under the Securities
Act, as the case may be) and any applicable procedures, as may be adopted from
time to time by the Issuers and the Registrar.
(c)
Until the termination of the Restricted Period, interests in the Temporary
Global Series 2007-1 Notes may be held only through Clearing Agency Participants
acting for and on behalf of a Foreign Clearing Agency; provided, that this
Section 4.5(c) shall not prohibit any transfer in accordance with Section
4.5(a). After the expiration of the Restricted Period, interests in the
Permanent Global Series 2007-1 Notes may be transferred without requiring any
certifications.
Section 4.6
Legending of Notes. (a) The Restricted Global Series 2007-1 Note,
the Temporary Global Series 2007-1 Note and the Permanent Global Series 2007-1
Note shall bear the following legends to the extent indicated:
(i)
The Restricted Global Series 2007-1 Note and the Permanent Global Series
2007-1 Note shall bear the following legend:
"THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. THE HOLDER OF THIS
NOTE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER THIS
NOTE ONLY (A) TO U-HAUL S FLEET, LLC, 2007 TM-1, LLC, 2007 DC-1, LLC OR 2007
EL-1, LLC (THE "ISSUERS'), (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS
BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE
SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES
ACT ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED
INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A (A "QIB") THAT PURCHASES FOR ITS
OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB TO WHOM NOTICE IS GIVEN THAT THE
TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND
SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S
UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE RIGHT OF THE
ISSUERS, THE TRUSTEE AND THE TRANSFER AGENT, PRIOR TO ANY SUCH OFFER, SALE OR
TRANSFER PURSUANT TO CLAUSE (E), TO REQUIRE THE DELIVERY OF AN OPINION OF
COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO THEM, IN EACH
CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE
UNITED STATES OR ANY OTHER JURISDICTION. THE HOLDER WILL, AND EACH SUBSEQUENT
HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT