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200507874
<br />"Transfer" shall mean the conveyance, assignment, sale, mortgaging, encumbrance, pledging,
<br />hypothecation, granting of a security interest in, granting of options with respect to, or other disposition of (directly
<br />or indirectly, voluntarily or involuntarily, by operation of law or otherwise, and whether or not for consideration or
<br />of record) all or any portion of any legal or beneficial interest (a) in all or any portion of the Property (other than
<br />easements that do not have a Material Adverse Effect and which are entered into in accordance with the terms of this
<br />Security Instrument and Leases entered into by Borrower in the ordinary course of Borrower's business); (b) if
<br />Borrower or, if Borrower is a partnership, any General Partner, is a corporation, in the stock of Borrower or any
<br />General Partner; (c) in Borrower (or any trust of which Borrower is a trustee); or (d) if Borrower is a limited or
<br />general partnership, joint venture, limited liability company, trust, nominee trust, tenancy in common or other
<br />unincorporated form of business association or form of ownership interest, in any Person having a legal or beneficial
<br />ownership in Borrower, excluding any legal or beneficial interest in any constituent limited partner, if Borrower is a
<br />limited partnership, or in any non - managing member, if Borrower is a limited liability company, unless such interest
<br />would, or together with all other direct or indirect interests in Borrower which were previously transferred,
<br />aggregate 49% or more of the partnership or membership, as applicable, interest in Borrower or would result in any
<br />Person who, as of the Closing Date, did not own, directly or indirectly, 49% or more of the partnership or
<br />membership, as applicable, interest in Borrower owning, directly or indirectly, 49% or more of the partnership or
<br />membership, as applicable, interest in Borrower and excluding any legal or beneficial interest in any General Partner
<br />unless such interest would, or together with all other direct or indirect interest in the General Partner which were
<br />previously transferred, aggregate 49% or more of the partnership or membership, as applicable, interest in the
<br />General Partner (or result in a change in control of the management of the General Partner from the individuals
<br />exercising such control immediately prior to the conveyance or other disposition of such legal or beneficial interest)
<br />and shall also include, without limitation to the foregoing, the following: an installment sales agreement wherein
<br />Borrower agrees to sell the Property or any part thereof or any interest therein for a price to be paid in installments;
<br />an agreement by Borrower leasing all or substantially all of the Property to one or more Persons pursuant to a single
<br />or related transactions, or a sale, assignment or other transfer of, or the grant of a security interest in, Borrower's
<br />right, title and interest in and to any Leases or any Rent; any instrument subjecting the Property to a condominium
<br />regime or transferring ownership to a cooperative corporation; and the dissolution or termination of Borrower or the
<br />merger or consolidation of Borrower with any other Person; provided, however that "Transfer" shall not include (a)
<br />transfers made by devise or descent or by operation of law upon the death of a partner, member or shareholder of
<br />Borrower or General Partner or any Person owning a direct or indirect legal or beneficial interest in Borrower or
<br />General Partner if (i) written notice of any transfer pursuant to this proviso is given to Lender together with such
<br />documents relating to the transfer as Lender may reasonably require, (ii) control over the management and operation
<br />of the Property is retained by AMERCO (the "Original Principals ", whether one or more) and (iii) no such transfer,
<br />death or other event has any adverse effect either on the Single Purpose Entity status of Borrower under the
<br />requirements of any Rating Agency or on the status of Borrower as a continuing legal entity liable for the payment
<br />of the Debt and the performance of all other obligations secured hereby, nor (b) subject to the provisions of clauses
<br />(i) through (iii) above and provided, that (i) any inter vivos transfer of all or any portion of the Property or any inter
<br />vivos transfer or issuance of capital stock (or other ownership interests) in Borrower or General Partner is made in
<br />connection with Original Principals' bona fide, good faith estate planning, (ii) Original Principals do not transfer in
<br />excess of 49% of their direct or indirect ownership interest in Borrower and (iii) the Person(s) with Control of
<br />Borrower or the management of the Property are (x) the same Person(s) who had such Control and management
<br />rights immediately prior to the transfer in question, or (y) reasonably acceptable to Lender, (i) an inter vivos or
<br />testamentary transfer of all or any portion of the ownership interest in Borrower to one or more family members of
<br />Original Principals or a trust in which all of the beneficial interest is held by one or more family members of
<br />Original Principals or a partnership, limited liability company, corporation or other legal entity in which a majority
<br />of the capital and profits interests are held by one or more family members of Original Principals, or (ii) any inter
<br />vivos or testamentary transfer or issuance of capital stock (or other ownership interests) in the General Partner to
<br />one or more family members of Original Principals, a trust in which all of the beneficial interest is held by one or
<br />more family members of Original Principals or a partnership, limited liability company, corporation or other legal
<br />entity in which a majority of the capital and profits interests are held by one or more family members of Original
<br />Principals. As used herein, "family members" shall include spouses, children and grandchildren and any lineal
<br />descendants.
<br />"Treasury Constant Maturity Yield Index" shall mean the average yield for "This Week" as reported by the
<br />Federal Reserve Board in Federal Reserve Statistical Release H.15 (519).
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