EX-10.97 3 amendedsecurityagreement.htm AMENDED AND RESTATED SECURITY AGREEMENT
Exhibit 10.97
Execution copy
AMEND E D AND R E STA T ED
SECURI T Y AGR EEMENT
THIS AM E NDED AND RES T A T ED SE C U R ITY AG RE EMENT, d a ted as of
March [12], 2007 is executed by U-Haul Leasing & Sales Co., a Nevada corporation, U-Haul Co.
of Arizona, an Arizona corporation, and U-Haul International, Inc., a Nevada corporation
(collectivel y, the “Borr o wer s”), in favor of Merrill Lynch Comm e rcial Finance Corp., (with its
success o rs in such capacity, t h e “Le n der”), a Delaware corporation.
RECI T A LS
A. Pursuant to a Credit Agree m ent, dated as of June 28, 2005, as a m end by the
A m ended and Restated C redit Agree m ent, dated as of March 12, 2007 (collectively, the “Credit
Agree m ent”), between the Borrowers, U-Haul International, Inc., as Servicer/Manager and G
uarantor and the Len d er, the Len d er has a g reed to extend certain credit facilities to the
Borrowers u pon the terms and subject to t h e con d itions set forth therein.
B. The Lender’s obligation to extend t h e cre d it f acilities to the Borrowers u n der the
Credit Agree m ent is subject, a m ong other condition s, to receipt by the Lender of this Security
Agree m ent, duly exec u ted by the Borrowers.
C. The parties hereto are p a rty to a certain Security Ag r ee m ent, dated as of June 28,
2005 (the “Original Security Agree m ent”).
D. The parties to the Ori g i n al Secu r ity Agree m ent desire to a m end and re st ate t h e
Origin a l Se c urity Agr ee m ent to e ff e ct c e rt a i n a m endments ther e t o.
AGREE M ENT
NOW, THEREFORE, in consideration of the above recitals and for other good and
valuable consideration, the receipt and ad e quacy of which are hereby acknowledged, the
Borrowers h ereby a g ree with the Le n der as foll o ws:
1. Definitions and Interpretation.
(a) Def i n itions. W hen used in this S e cu r ity Agree m ent, the f oll o wing ter m s
shall h ave t h e f ollowing respe c tive m eaning s:
“Account Debto r” s h all have the m eaning given to that term in subparagraph 3(g) hereof.
“Borrowers” shall have the m eaning given to that term in the introductory
paragraph hereof.
“Collater a l” shall have the m eaning given to that term in paragraph 2 hereof.
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“Credit Agree m ent” shall have the meaning given to that term in Recital A hereof.
“Dealer L is t” m eans a list in electronic for m at, delivered by or on behalf
of the Borrowers to the Lender as u pdated from ti m e to ti m e in acc o rdance with
Section 8.01(g) of t h e Credit Agreement.
“Equip m ent” shall have the m eaning given to th a t t e rm in Attach m ent 1hereto.
“Inventory” shall have the m eaning given to that term in Attach m ent 1 hereto.
“Lender” shall have the m eaning given to that term in the introductory
paragraph hereof.
“Loan Docu m ents” m eans the Cre d it Agree m ent, the Note, t h e Guarantee
Agree m ent and this S ec urity Agr ee m ent.
“Obligation s” shall m ean and inclu d e all loans, a d vances, de bt s, lia b i lities
and obligations, howsoever arising, owed by the Borrowers to MLCFC (w hether
or not evidenced by any note or instru m ent and whether or not for the pay m ent of
money), direct or indirect, absolute or contingent, due or to beco m e due, now
existing or hereafter arising pursuant to t h e ter m s of the Credit Agree m ent or any
of the other Loan Docu m ents, including without li m itation all interest, fees,
charges, expenses, attorneys’ fees a n d accountants’ fees chargeable to the
Borrowers or payable by the Borro w ers thereunder.
“Proceed s” m eans all proceeds of, and all ot her profits, pro d ucts, re n t als or
receipts, in whatever form, arising fr o m the collection, sal e, lease, exchange,
assign m ent, licensing or other disposition of, or other realization upon, any
Collateral, including, without li m itation, all clai m s of the Borrowers against third
parties for l o ss of, da m age to or de s t ruction of, or for procee d s payable u n der, or
unearned pre m iu m s with respect to, poli c ies of insurance in respect of, any
Collateral, and any conde m nation or requ i sition pay m ents with respect to any
Collateral, in each case whether n o w exi s ting o r hereafter arising, p rovided that,
with respect to any Vehicle, “Proceeds” shall not include any dealer com m i ssions,
licensing fees, m aintenance costs and insurance expenses owing under the
Dealers h ip Contracts.
“Receiva b les” shall have the m eaning given to t h at t e rm in Attach m ent 1 hereto.
“Secured Obligations” m eans the obligations s e cured under this Security
Agree m ent, including (a) all principal of and int e rest (including, without
li m itation, any interest which accr u es a f ter the com m enc e m e nt of any case,
procee d ing or other action relating to the bankr u ptcy, ins o lvency or
reorganization of any Borrower, whether or not allowed or allow a ble as a claim in
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any such ca s e, procee d i n g or other act i on) on any Loan to the Borrowers u nder
the Credit Agree m ent; (b) all other a m ounts payable by the B orrowers to MLCFC
hereunder or under any other Loan D ocu m ent; (c) any renewals or extensions of
any of the foregoing; and (d) all other obligations of the Borrowers or their
Af f iliates u n der any Lo a n Docu m ent.
“UCC” shall m ean the Uniform Com m ercial Code as in effect in the State of New
York as of the date hereof.
“Vehicl e” shall m ean a motor vehicle owned any Borrower and
constituting part of the B orrowers’ fleet of rental assets as id e nti f ied on t h e
Vehicle Schedule delivered by the B orrowers to the Lender under the Credit
Agree m ent a copy of which is attached hereto as Attach m ent 4 (as the sa m e may
be updated f rom t i m e to ti m e).
Unless otherwise defined herein, all other capitalized ter m s u s ed herein and defined in
the Credit Agr e e m ent shall have the re s pecti v e me a nings given to those ter m s in the Credit
Agree m ent, and all ter m s de f i ned in the UCC shall have the respective meanings given to
those ter m s in the UCC.
(b) Other Interpretive Provisions. The rules of construction set forth in Section 1.02
of the Credit Agree m ent shall, to the extent n o t i n consistent w ith t h e t e r m s of this Sec u rity
Agree m ent, apply to this Security Agree m e n t and are hereby incorporated by reference.
2. Grant of Security Interest. As sec u rity f or the Obligations, the Borro w ers,
jointly and severally, hereby pledge and assign to the Lender and grant to the Lender a security
int e rest in all rig h t, title and int e re s t of the Borrowers in and to the property whether now owned
or hereafter acquired described in Attach m ent 1 hereto, as such Attach m ent m ay be a m ended or
supple m ented from ti m e to ti m e after the date hereof by a supple m ental Vehicle Schedule
delivered by the Borro w ers to the Lender (collectively and severally, the “Collater a l”), which
Attach m ent 1 is incorporated herein by this reference.
3. Represent a tions and Warrantie s. The Borrowers, jointly and severally, repre s ent a n d warrant
to the Lender a s f ollows:
(a) Each of UHI and U-Haul Sales & Leasing Co. is a corporation duly
authorized and validly existing and in good stand i ng under the laws of the State of Nevada.
U- Haul Co. of Arizona is a corporation duly authorized and validly existing and in good standing
under the laws of the State of Arizona. Except as disclosed on Attachment 5, none of the
Borrowers has (x) had any other corporate na m e during the past six years, (y) changed its
identity or corporate str u cture in any way within the past six years, or (z) used or operated under
any other na m es (including trade na m es or other s i m ilar names) during the past six years. The
exact c o rporate na m e of each Borr o wer as it a p p ears on its certificate of incorporati o n, and
location of its chief executive office are as foll ow s:
(i) U-Haul International, In c., 2727 N. Central Avenue, Phoenix, Arizona 85004;
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(ii) U-Haul Co. of Arizona, 2727 N. Central Avenue, Phoenix, Arizona 85004; and
(iii) U-Haul Leasing & Sales Co., 1325 Air m otive Way, Reno, Nevada 89502.
(b) The Borrowers are the legal and benefic i al owner of the Collateral (or, in
the ca s e of a f ter-acq u i r e d Collat e ral, at the ti m e the Borrowe r s acqui r e r i g hts in t h e Coll a ter a l,
will be the legal and be n e f i cial own e r the r eo f). No other Pe r son has (or, in the c ase o f a f ter-
acqui r ed Coll a ter a l, a t t h e ti m e a Borrower acq uir es rig h ts t he rein, will have) any right, title,
claim or interest (by way of Li e n, purchase option or otherwise) i n, a g ain s t or to the C oll a ter a l,
other than P er m itted Encu m brances.
(c) All actions have been taken that are necessary under the UCC to perfect
the Lender’s interest in the Collateral. All a c tions have been taken that are necessary under
applicable st ate ve h i cle titling a nd re g i stration law to perfect t h e Borrower s’ intere s t in Vehicles
constituting the Coll a te r al.
(d) The Borrowers have not perfor m ed a ny acts which m i ght prevent the
Lender from enforcing any of the ter m s of this Security Agree m ent or which would li m it the
Lender in any such enforce m ent. Other than fin a ncing state m ents or other si m ilar or equivalent
docu m ents or instru m ents with res pe ct to the Se c urity Int e re s t s and Per m itted Encu m brances, no
financing state m ent, m o rtgage, s ecurity a g ree m ent or si m ilar or equivalent docu m ent or
instru m ent covering all or any part of the Collateral is on file or of record in any j u ris d iction in
which such filing or recording would be ef f ective to per f ect a Lien on su c h Collat e ral.
(e) [Reserved].
(f) All Equipment and Inventory are (i) l o cated at t h e loc a tions indicated in
the most recent Dealer List delivered to the Lender, and have been consigned to the possession
of a third-party dealer pursuant to the Dealership Contracts, except when such Equipment and
Invenory have been rented to consumers in the ordinary course of the Borrowers' business, as
such list of locations may be updated by the Borrowers from time to time at the request of the
Lender, (ii) in transit to such locations or (iii) in transit to a third party purchaser which will
become obligated on a Receivable to a Borrower upon receipt. Except for Equipment and
Inventory referred to in the preceding sentence, the Borrowers have exclusive possession and
control of the Inventory and Equipment. All Equipment and Inventory has been acquired by the
Borrowers in the ordinary course of the Borrowers' business.
(g) Each Recei v able is genuine and enforceable agai n st the p arty obligated to
pay such Receiva b l e (an “Account Debtor”) free from any right of r e scission, defense, setoff or
discount. E ach Receivable was ori g inated in the ordinary c o urse of the Borrowers’ business.
(h) Each insurance policy m aintained by the Borr o wers in acc o rdance with
Section 8.07 of the Credit Agree m ent is validly existing and is in full force and effect. The
Borrowers are not in default in any m aterial respect under the provisions of any such insurance
policy, and there are no facts which, with the giv i ng of notice or passage of ti m e (or both), would
result in such a default under any provision of any such insurance policy. Set forth in
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Attach m ent 3 hereto is a co m plete and accurate list of the in s urance of t h e Borrowers in effect on
the date of this Agree m ent required pursuant to Section 8.07 of the Credit Agree m ent showing as
of such date, (i) the type of ins u rance carried, (ii) the na m e of the ins u ran c e carri e r, a n d (iii) the
a m ount of e ach type of insurance carried.
(i) The infor m ation set forth in each Dealer List deli v ered purs u ant to Section
8.01(g) of t h e Credit Agree m ent is true, correct and accurate.
4. Covenants. The Borrowers, jointly and s e verally, hereby agree as follows:
(a) The Borrowers, at the B orrower s’ e x pense, shall pro m ptly procure,
execute and deliv e r to t h e Lender all docu m ents, instru m ents and agree m ents and per f orm all
acts which are necessary or des i rable, or which the Lender m ay request, to esta b lish, m aint a in,
preserve, protect and perfect the Collateral, the L i en gra n ted to the Lender therein and the first
priority of such Lien or to enable the Lender to exercise and enforce its rights and re m edies
hereunder with respect to any Collateral.
(b) The Borrowers shall not use or per m it any Coll a t e ral to be us e d in
violation of (i) any provision of the Credit Agr e e m ent, this Security Agree m ent or any other
Loan Docu m ent, (ii) any applicable Govern m en t al Rule where such use m i ght have a Material
Adverse Effect, or (iii) any policy of insuran c e c o vering the Coll a ter a l.
(c) The Borrowers shall pay pro m ptly when due all taxes and other
Govern m en t al Charges, all Liens and all other charges now or hereafter i m posed upon, relating
to or affecting any Collateral.
(d) W ithout thirty (30) days’ prior wri t ten notice to the Lender, no Borrower
shall (i) change its jurisdiction of organization, or the office in which such Borrower’s books and
records relating to Receivables, (i i) keep Collateral consisting of docu m ents at any location other
than the offices of UHI or U-Haul Co. of Arizona at 2727 N. Central Avenue, Phoenix, Arizona
85004, or the offices of U-Haul Sales & Lea s ing Co. at 1325 Air m otive Way, Reno, Nevada
89502, or (iii) keep Collateral consisting of Equip m ent, Inventory or oth e r goods at any location
other than t h e locations p er m itted pursuant to Section 9.02 of the Credit A gree m ent.
(e) [Reserved].
(f) Com m encing from the date hereof, the Borrowers shall m ake or cause to
be m ade all deposits required pursuant to Section 5.03 of the Credit Agree m ent, at the ti m es so
required.
(g) [Reserved].
(h) The Borrowers shall ap p ear in and defend any action or proceeding which
m ay a ff ect its title to or the L e nder’s int e rest in t h e Collater a l.
(i) The Borrowers sh a ll k ee p separ a te, a ccur a te and co m plete records of the
Collat e ral a nd shall p r o vide the Le n der with su c h records and such other reports and infor m ation
rel a ting to t h e Collater a l as the Lend e r m a y reasonably request from t i m e to ti m e.
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(j) The Borrowers sh a ll n o t surrend e r or lose possession of (other than to the
Lender), sell, encu m ber, lease, r e nt, option, or otherwise dispose of or transfer any Collateral or
right o r i n te r est t h er e i n e xcept in the ordinary co u rse of the Borrower s’ b usiness and as per m itted
in the Credit Agree m ent, and, notwithstanding any provision of the Credit Agree m ent, the
Borrowers s hall k e ep the Collat e ral fr ee of all Li e ns except P e r m itted Encu m brances.
(k) The Borrowers shall c o llect, enforce and receive delivery of the
Receivables in acc o rdance with pa s t p rac t ice u n til otherwise n otified by t h e Lender.
(l) The Borrowers sh a ll c o mply with all m aterial R equire m ents of Law
applicable to the Borrowers which relate to the production, possession, operation, maintenance
and control of the Collateral.
(m) The Borrowers shall (i) m aintain a nd keep in force public liability
insurance of the types and in a m ounts custo m arily carried from ti m e to ti m e during the term of
the Credit Agree m ent in its lines of business, such insurance to be carried with co m panies and in
a m ounts satisfactory to the Lender, (ii) deliver to the Lender from ti m e to ti m e, as the Lender
m ay request, schedules setting for t h all insura n ce then in e ff ect, and (i ii) deliv e r to t h e Lender
copies of each policy of insurance which re p l aces, or evide n ces the rene w al of, each existing
policy of insurance at least fifteen (15) days p r ior to the ex p i r a tion of such policy. If required
pursuant to Section 8.07 of the Credit Agree m ent, the Lender shall be named as additional
insured on all liability insurance of the Borrow er s with res pe ct to any C o ll a ter a l, and such
policies shall contain such additional endorse m en t s as shall be required by the Lender, including
the endorse m ents specified in Attach m ent 3 hereto. Prior to the occ u rrence and the continua n ce
of an Event of Default, all pr o ceeds o f any property insurance (whether m aint a ined by any
Borrower or a third party) paid as a result of any event or oc curre n ce sh a ll be p a id to the
Borrowers. All proceeds of any property insurance (whether m aintained by any Borrower or a
third p art y) paid a f ter t h e occu r rence and during the continuance of an Event of Default shall be
paid to the L ender to b e held as Collate r al and a p plied a s pr o vided in the Credit Agr e e m ent or, at
the election of the Lender, ret u rned to the Borr o wers.
5. Author i zed Action by Lende r. The Borrowers hereby irrevocably appoint the
Lender as its att o rney-in-fact and agree that t h e L ender m ay perform (but the Lender shall not be
oblig a t ed to and shall in c ur no lia b ility to the Borrowers or any third party for failure so to do)
any act which the Borrowers are obligated by t h is Security Agree m ent to perfor m, and to
exercise such rights and powers as Borrowers m i ght exercise with respect to the Collateral,
inclu d ing, without li m itation, t h e ri g ht to (a) c o llect by legal procee d ings or otherwise and
endorse, receive and receipt for all dividends, i n terest, pay m e nts, proce e ds and other su m s and
property n o w or hereafter paya b l e o n or on acc o unt of the Collater a l; (b) enter into any
extension, reorganization, deposit, m erger, conso l idation or other agree m ent pertaining to, or
deposit, surrender, accept, hold or apply other property in e x change f or the Collater a l; (c) i n sure,
process, p reserve and e n force the C o llateral; (d) m ake any compro m i se or settle m ent, and take
any action it dee m s advisable, with respect to the Collateral; (e) pay any Indebtedness of any
Borrower r e lating to t h e Collat e ral; (f) execute U CC financing state m ents and other docu m ents,
instru m ents and agree m ents required hereunder; (g) note any Borrower’s l i en on certificates of
title r el a ting to the Collateral; pro v id ed, however, that the Len der m ay exercise such p owers only
after the occurrence and during the continuance of an Event of Def a ult. The Borrowers agree to
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rei m burse the Lender upon de m and f o r all reaso n able co s t s a n d e xpenses, including attorneys’
fees, that the Lender m ay incur while acting as t h e Borrowers’ attorney-in-fact hereunder, all of
which costs and expenses are included in the Obligations. T h e Borrowers agree that s uch care as
the Lenders gives to the safekee p ing of its own property of like kind shall constitute reasonable
care of the Collat e ral w hen in the L ender’s possession; provide d, however, that Lender shall not
be required to m ake any present m ent, de m and or protest, or give any notice and need not take any
action to preserve any rights against any prior party or any other Person in connection with
the Oblig a t ions or with r espect to the Collat e ral.
6. Default and Remedies. The Borrowers shall be dee m ed in default under this
Security Agree m ent upon the occurrence and during t h e continuance of an Event of Default, as
that term is de f i ned in t h e Credit Ag r ee m ent. In addition to all other rights and re m edies granted
to the Lend e r by this S ec urity Agr ee m ent, the Credit Agr e ement, the o t h e r Loan Docu m ents, the
UCC and o t her applicable Governmental Rules, the Lender m ay, upon t he occurrence and during
the continuance of any Event of Default, exerc i se any one or more of the following rights and
re m edies: (a) collect, receive, a p propriate or realize upon the Collat e ral or otherwise f oreclose or
en f orce the Lender’s s e c urity int e re st s in any or a ll Collat e ral in any m anner per m itted by
applicable G overn m ental Rules or in this S ecurity Agree m ent; (b) no t ify any or all Account
Debtors to m ake pay m ents on Receivables d i rectly to t h e Le n der; (c) d i rect any Dep o sitary Bank
or Inter m ediary to liqui d ate t h e acc o unt(s) m a intained by it, pay all a m ounts paya b l e in
connection therewith to the Lender and/or deliver any proceeds thereof to the Lender; (d) sell or
otherwise dispose of any or all C o llateral at one or m ore public or private sales, whether or not
such Collateral is pre s ent at the p l ace of sale, for cash or credit or future delivery, on s u ch ter m s
and in such m anner as the Lender m ay deter m ine; (e) require the Borrowers to asse m ble the
Collateral and m ake it availa b l e to the Lender at a place to b e d e signated by the Len d er; (f) enter
onto any property where any Collateral is locat e d and take possession the r eof with or without
judicial process; and (g) prior to the disposition of the Collateral, store, process, repair or
recondition any Collateral consisting of goods, or otherwise prepare and preserve Collateral for
disposition in any m ann e r and to the extent the L ender dee m s appropriate. In furtherance of the
Lender’s rights hereunder, the Borrowers her e by grant to the Lender an irrevocable, non-
exclu s ive license (e x ercisable w i thout royalty or other pay m ent by the Lender) to use, license or
sublicense any patent, trade m ark, tradena m e, copyright o r ot h er i n telle c t u al property in which
any Borrower now or hereafter h as any right, title or i n ter e st, together with the right o f access to
all m edia in which any of the foregoing m ay be recorded or stored. In any case where notice of
any sale or disposition of any Collateral is r e quired, the Borrowers her e by agree that seven (7)
days notice of such sale or disposition is reasonable.
7. Miscellane o us.
(a) Notices. Except in the case of notices and other com m unications
expres s l y per m itted to be given by telephone, all notices and other communications p rovided for
herein shall be in writing and shall be delivered by hand or o v ernight courier service, m ailed by
certified or registered m ail or sent by telecopy, as follows:
(i) if to any Borrower, to it at 1325 Airmotive W ay, Reno, NV 89502-
3239, Attention: Rocky Wardrip (Facsi m ile No. (775) 688-6338), with a copy to 2727 N. Central
Avenue, Phoenix, AZ 85004, Attention: Jennifer Settles (Facsi m ile No. (602) 263-6173); and
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(ii) if to the Le n der, to it a t 4 W orld Financial Cente r, 10th Floor, New
York, NY 10080, Attention: Jeffrey Cohen (Facsi m ile No. (212) 449-9015).
Any party hereto m ay change its address or telecopy nu m b e r for notices and other
communications hereunder by notice to the oth e r parties hereto. All notices and other
communications given to any party hereto in accordance with the provisions of this Agree m ent
shall b e dee m ed to have been given on the date of receipt.
(b) Waivers; Amendments. No failure or delay by the Lender in exercising any
right or power hereunder or under any other Loan Docu m ent shall operate as a waiver
thereof, nor shall any single or partial exercise of any such right or power, or any abandon m ent
or discontinuance of steps to enforce such a rig h t or power, preclude any other or further exercise
thereof or t h e exercise of any other right or power. The rights and re m edies of the Lender
hereunder and under the other Loan Docu m ents a r e cu m ulative and are not exclusive of any
rights or re m edies that they would otherwise h a ve. No waiver of any provision of any Loan
Docu m ent or consent to any d e parture by any Loan Party the r efrom shall in any event be
effective unless the s a m e shall b e per m itted by paragraph (b) of this Section, and then such
waiver or c o nsent sh a ll b e e ff ective o nly in t h e s p ecific i n sta n ce and for t h e purpose for which
given. W ithout li m iting the generality of the foregoing, the m aking of a Loan shall not be
construed as a waiver of any D e fault, regardless of whether the Lender m ay have had notice or
knowledge of such Def a ult at the ti m e.
Neither this Agree m ent nor any other Loan Docu m ent nor any provision hereof or
thereof m ay be waived, a m ended or modified except, in the c ase of this A gree m ent, pursuant to
an agree m ent or agree m ents in writi n g entered into by the Borrowers and the Lender or, in the
case of any other Loan Docu m en t, pursuant to an agree m ent or agree m ents in writi n g entered
into by the Loan Party or Loan Parties t h at a re p arties t h er et o with the c onsent of t h e Lender.
(c) Successors and Assign s. The provisions of this Agree m ent shall be
binding upon and inure to the benefit of the par t i e s hereto and their r e s p ective success o rs and
assigns p er m itted here b y, except th a t a Borrower m ay not as s i gn or ot h e rw ise tra n s f er any of its
rights or obligations hereunder without the prior written consent of the L ender (and any
atte m pted assign m ent or transfer by a Borrower without such consent shall be null and void).
Nothing in this Agree m ent, expressed or i m plied, shall be construed to confer upon any Person
(other than the parties hereto, their respective success o rs and assigns per m itted here b y and, to the
extent expressly contemplated h e reby, the Related Parties of the Lender) any legal or equitable
right, re m edy or claim under or by reason of this Agree m ent.
(i) The Lender m ay, without the consent of the Borrowers, assign all
or a portion of its rights and o b ligations under this Agree m ent;
(ii) The Lender m ay at any ti m e pledge or assign a s ecurity i n te r est in
all or any portion of its rights under this Ag r ee m ent to secure obligations of the Lender,
including any pledge or assign m ent to secure obligations to a Federal Reserve Bank, and this
Section shall not apply to any such pledge or assign m ent of a security i n t e rest; provided that no
such pledge or assign m ent of a security interest shall release the Lender from any of its
obligations hereunder or substitute any such pledgee or assignee for the Lender as a party hereto.
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(d) Severabilit y. Any provision of this Agree m e n t held to be inv a lid, ille g al
or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such inv a li d ity, ille g ality or unen f or c eability wit h out a ff ecting the validity, legality and
enforceability of the remaining p rovisions hereof; a nd the in v ali d ity of a p articular pr o vision in a
particular jurisdiction shall not invalidate such provis i on in any other jurisdiction.
(e) Survival. A ll covenants, agree m ents, representations and warranties m ade
by the Loan Parties in t h e Loan Docu m ents and in the c e rti f i c ates or o t h e r instru m ents deliv e red
in connection with or pursuant to this Agree m ent or any other Loan Docu m ent shall be
considered to have been relied upon by the other parties hereto and s h all survive the execution
and delivery of the Loan Docu m ents and the m aking of any Loans, regardless of any
investigation m ade by any such other party or on its behalf and notwithstanding that the Lender
m ay have h a d notice or knowledge of any Default or incorrect representation or warranty at the
ti m e any credit is extended hereund e r, and shall continue in full force and effect as long as the
principal of or any accrued interest on any Loan or any fee or any other amount payable under this
Agree m ent is outstanding and unpaid and so long as the Com m i t m ents have not expired or
ter m inated.
(f) Borrowers’ Continuing Liabilit y. N otwithstanding any provision of this
Security Agree m ent or any other Loan Docu m ent or any exercise by the Lender of any of its
rights hereunder or thereunder (i ncluding, without li m itation, any rig h t to collect or enforce any
Collat e ral), (i) t h e Borr o wers and th e i r Subsi d i a ri es shall re m ain liable to per f orm their
obligations and duties in connect i on with the Collateral and (ii) the Lender shall not assu m e any
lia b ility to p er f orm such oblig a tions and duti e s or to enforce any of the Borrowers’ rights in
connection with the Collateral.
(g) Governing La w. THIS AGR E EM E NT SHALL BE CONS T RUED IN
AC C O RDANCE W I TH AND GOVERN E D BY THE LAW OF THE S T ATE OF N E W YORK.
(i) Each Borrower hereby irrevoca b ly and unconditionally sub m its,
for itself and its property, to the nonexclusive jurisdiction of the Supre m e Court of the State of
New York sitting in New York County and of the United States District C o urt of the S o uthern
District of New York, and any appellate court from any thereof, in any action or proceeding
arising out of or relating to any Loan Docu m ent, or for rec o gnition or enforce m ent of any
judg m ent, and each of the parties hereto hereby irrevocably and uncondition a lly a g rees that all
clai m s in respect of any such action or proceeding m ay be heard and deter m ined in such New
York State o r, to t h e ext e nt per m itted by law, in s u ch Feder a l c ourt. Each o f the parties hereto
agrees that a final judgment in any s u ch action or procee d ing shall be conclusive and m ay be
enforced in other jurisdictions by suit on the judg m ent or in any other m anner provided by law.
Nothing in this Agree m ent or any other Loan D o cu m ent shall affect a ny right that the Lender
m ay otherwise have to bring any action or proceeding relating to this Agree m ent or any other
Loan Docu m ent against any Borrower or its properties in the courts of any jurisdiction.
(ii) Each Borrower hereby irrevocably and unconditionally waives,
to the f ulle s t e xtent it m ay legally and eff ecti v ely do so, any objection which it m ay now or
hereafter have to the la y i ng of v e nue of any suit, action o r pr o ceeding ari s ing out of or rel a ting to
this Agree m ent or any other Loan Docu m ent in any court referred to in subparagraph (g)(i) of
9

this Se c tion. Each of the parties h e r e to hereby i rr evocably w a ives, to the f ulle s t extent per m itted
by law, the defense of an inconvenient forum to the m aintenance of such action or proceeding in
any such court.
(iii) Each Borr o wer hereby irrevo c ably a grees that service of process in
any such action or proceeding m ay be effected by m ailing a copy thereof by registered or
certi f i ed m ail (or any su b stantially si m ilar f orm of m ail), postage prepaid, to such Borrower at its
address set forth in Section 7(a) or at such o t her address of which the Lender shall have been
noti f ied pu rs uant th e reto. Nothing in this Agree m ent or any ot her Loan Docu m ent will a ff ect the
right of any party to this Agree m ent to ser v e pr oc ess in any ot her m anner per m itted by law.
(h) WA I V E R O F J U RY TRI A L. E A CH P A RTY H ERETO HEREBY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT
IT MAY HAVE T O A TRIAL B Y JURY IN ANY L E GAL PRO C EEDING DIRE C TLY OR
INDIREC T LY ARISING OUT OF OR R E LA T ING TO TH IS AGRE E MENT, ANY OTHER
LOAN DOCUMENT OR THE T R AN S ACTIONS CONT E MPLATED HER E BY (W H E TH E R
BAS E D ON CON T RA C T, TORT OR ANY OTHER THEORY). THE BORROWER
CERTIFIES THAT NO REPR E SENTATIVE, AGENT OR ATTORN E Y OF ANY OTH E R
PAR T Y HAS REP R ES E N TED, E X P RESS L Y OR OTHE R W I SE, THAT SU C H O T HER
PAR T Y WOULD NO T, IN THE E V ENT OF LITIGATION, SEEK TO ENFORCE THE
FOR E GOING WAIVE R.
(i) Headings. Section and subsection headings used herein are for
convenience of reference only, are not part of this Agree m ent and shall not affect the
construction of, or be taken into consi d eration in interpreting, this Agree m ent.
(j) Joint and Several L iability of Borrower s. Each Borrower acknowledges
and agrees that, whether or not specifically indicated as such in a Loan Docu m ent, all
Obligations shall b e joi n t and several Obli g ations of each individual Borr ow er, and in
furtherance of such joint and several Obli g ations, each Borr o wer hereby irrevocably and
unconditio n ally guarantees the p a y m ent of all Obligations of each other Borrower. Each
Borrower hereby ackn o wledges and agrees that s u ch Borr o wer shall b e jointly and s ever a lly
liable to the Lender for all representations, warranties, c ovenants and, obligations and
inde m nities of the Borrowers hereu n der.
[Signature P age Follow s]
10

AT T AC H MENT 1
To Security Agreement
COLLAT E RAL DESCRIPTION
All rig h t, title and intere s t of the Bor r owe r s, whether now owned or hereafter acquired, in
and to the following:
(a) All equip m ent as defined in the UCC listed on the acco m panying Vehicle
Schedule, as the sa m e may be updated from ti m e to ti m e pursuant to the Credit Agree m ent,
inclu d ing, without li m itation, all V eh i cles, toget h er with all ad d itions and acces s ions thereto and
replace m ents therefor (c ollectively, the “Equipment”);
(b) All inve n t ory as defined in the UCC listed on the acco m panying Vehicle
Schedule, as the sa m e may be updated from ti m e to ti m e pursuant to the Credit Agree m ent,
inclu d ing, without li m itation, all V eh i cles, toget h er with all a dditions and acces s i ons thereto,
replace m ents therefor, products thereof and do c u m ents therefor (col l ectively, the “Inventor y”);
(c) All a m ounts receivable with respect to sales of Vehicles to third parties (the
“Receiva b les”); and
All Procee d s of the foregoing (i n cl u ding, witho u t li m itation, whatever is receivable o r received
when Collateral or proceeds is sold, collect e d, exchanged, returned, substituted or otherwise
disposed of, whether such disposition is volunt a ry or involuntary, including rights to pay m ent
and ret u rn p re m iu m s and insurance proceeds u n der ins u rance with res p ect to any C o ll a ter a l, and
all rights to pay m ent with respe c t to any cause of action a ff ecting or relating to the C o ll a ter a l).
[1]-1

AT T AC H MENT 2
To Security Agreement
[Reserved]
[2]-1

AT T AC H MENT 3
To Security Agreement
INSURANCE AND
INSURANCE END O RSEME N TS
If required p ursuant to Section 8.07 of the Cre d it Agree m ent, each of the lia b ility ins u rance
policies of the Borrowers shall contain substantially the following endorse m ents:
(a) Merrill Lynch Com m e r cial F i nance Corp. (the “Lender”) shall be na m ed as
additional insured.
(b) In resp e ct of the i n ter e sts of the Lender in the policies, the in s urance s h all not
be invalidated by any action or by inaction of any Borrower or by any Person having
te m porary possession of the property covered thereby (the “Propert y”) while under contract
with any Borrower to perform maintenance, rep a ir, alteration or si m ilar w ork on the P roperty,
and shall in s ure the interests of the L ender regar d less of any b reach o r violation of any
warranty, declaration or condition contained in the insurance policy by any Borrower or the
Lender or a n y other ad d i tional insur e d (other than by such ad d itio n al i n su r ed, as to su c h
additional insured) or by any Person having te m porary possess i on of the Property while under
contract with any Borrower to perform m ainten a nce, repair, alteration or si m ilar work on the
Property.
(c) If the insurance policy is cancelled for any reason whatsoever, or substantial
change is m ade in the coverage that affects the interests of the Lender, or if the insurance
coverage is allowed to lapse for non-pay m ent of pre m iu m, such cancellation, change or lapse
shall not be effective as to the Lender for 30 days (or 10 days in the case of non-pay m e nt of
pre m iu m) after receipt b y the Lender of written n otice from the insurer of such cancellation,
change or lapse.
(d) The Lender shall not have any o b li ga tion or lia b i lity f or pre m iu m s,
com m issions, assess m ents, or calls in connection with the insurance.
(e) The insurer shall waive any rights of set-off or counterclaim or any other
deduction, whether by attach m ent or otherwi s e, that it m ay have against the Lender.
(f) The insurance shall be pri m ary wi t hout right of contribution from any other
insurance that m ay be carried by the Lender with respe c t to its int e rests in the Prope r t y.
(g) The insur e r shall w a ive any rig h t of subrogation against the Lender.
(h) All provisions of the insurance, except the li m its of liability, s hall op e rate in
the sa m e m a nner as if t h ere were a se parate policy covering each ins u red party.
[3]- 1

AT T AC H MENT 4
To Security Agreement
VEHICLE SCHEDULE
[Intentio n ally o m itted. E l ectronic file delivered to Lender at C l osing.]
[4]-1

AT T AC H MENT 5
To Security Agreement
SCHEDU L E OF PRIOR NAM E S, TRADE NAMES, PR IOR CORPORATE
STRUCTURES, ETC.

COMPANY | FORMER NAMES (199 8 - Present) | CHANGES TO COR P ORATE STRUCTURE (1998 - Present) | FICTITIOUS NAMES (1998 - Present)
U-Haul International, Inc. | None | None | None
U-Haul Leasing & Sales Co. | None | None | None
U-Haul Co. of Arizona | None | None | U-Haul C o. o f S o uth er n Ari z ona U-Haul Co. o f W este r n A riz o n a U-Haul Co. o f Easte r n Ariz o n a

[5]-1