exhibit107.htm


    

      AMENDED
        AND RESTATED PROPERTY MANAGEMENT
        AGREEMENT

       

      THIS
        AMENDED AND RESTATED PROPERTY MANAGEMENT AGREEMENT (this "Agreement") is
        entered into as of June 20, 2007 among Eleven SAC Self-Storage Corporation,
        a
        Nevada corporation and Eleven SAC Self-Storage Odenton, Inc., a Nevada
        corporation (collectively, "Owner"), and the subsidiaries of U-Haul
        International, Inc. set forth on the signature block hereto
        ("Manager").

       

      RECITALS

       

      A.                 Owner
        owns the real property and all improvements thereon and appurtenances thereto
        located at the street addresses identified on Exhibit A hereto (hereinafter,
        collectively the “Property”).

      


      B.                 Owner
        intends that the Property be rented on a space-by-space retail basis to
        corporations, partnerships, individuals and/or other entities for use as
        self-storage facilities.

      


      C.                 Owner
        and Manager are currently parties to a Property Management Agreement (the
        “Original Agreement”), which Original Agreement is hereby amended and restated
        in its entirety by this Agreement.

      


      D.                 Owner
        desires that Manager manage the Property and Manager desires to act as the
        property manager for the Property, all in accordance with the terms and
        conditions of this Agreement including as more specifically designated on
        Exhibit A hereto.

      


      NOW,
        THEREFORE, in consideration of the
        mutual covenants herein contained, the parties hereto hereby agree as
        follows.

      


      
        	
                1.  

              	
                Employment.

              


      

       

      (a)  Owner
        hereby retains Manager, and Manager agrees to act as manager of the Property
        upon the terms and conditions hereinafter set forth.

       

      (b)  Owner
        acknowledges that Manager, and/or Manager affiliates, is in the business
        of
        managing self-storage facilities and businesses conducted thereat, including,
        but not limited to, the sale of packing supplies and rental of trucks and
        equipment, both for its own account and for the account of others.  It
        is hereby expressly agreed that notwithstanding this Agreement, Manager and
        such
        affiliates may continue to engage in such activities, may manage facilities
        other than those presently managed by Manager and its affiliates (whether
        or not
        such other facilities may be in direct or indirect competition with Owner)
        and
        may in the future engage in other business which may compete directly or
        indirectly with activities of Owner.

       

      (c)  In
        the
        performance of its duties under this Agreement, Manager shall occupy the
        position of an independent contractor with respect to Owner.  Nothing
        contained herein shall be construed as making the parties hereto (or any
        of
        them) partners or joint venturors, nor construed as making Manager an employee
        of Owner.

       

       

      
        
          
          

        

        
           

          
            

          

        

        
          
          

        

      

       

      
        	
                2.  

              	
                Duties
                  and Authority of Manager.

              


      

       

      Subject
        to the terms and conditions of this Agreement, on behalf of, and as agent
        of,
        the Owner:

       

      (a)  General
        Duties and Authority.  Manager shall have the sole and
        exclusive duty and authority to fully manage the Property and supervise and
        direct the business and affairs associated or related to the daily operation
        thereof, to collect on behalf of Owner all revenues related to the Property,
        to
        pay on behalf of Owner all expenses of the Property - and to execute on behalf
        of Owner such documents and instruments as, in the sole judgment of Manager,
        are
        reasonably necessary or advisable under the circumstances in order to fulfill
        Manager's duties hereunder.  Such duties and authority shall include,
        without limitation, those set forth below.  Notwithstanding the
        foregoing or any other term or provision herein, upon notice to Manager,
        Owner
        shall have the right to assume responsibility for the direct payment of certain
        expenses of Owner, as may be determined by Owner.  In such event,
        Owner shall provide an accounting of such costs to Manager.  In the
        event Owner fails to provide such accounting to Manager, Manager shall assume
        no
        liability for nonpayment for such expenses so assumed by
        Owner.   The parties acknowledge and agree that Owner will retain
        title to, ownership of, and exclusive right to control the Property, subject
        to
        the terms of this Agreement, and that portion of the Gross Revenue (as
        hereinafter defined) owned by Owner (“Owner’s Revenue”) (which includes the
        revenue from the storage operations at the Property, retail sales, miscellaneous
        income and Owner’s UMove commission), and that Manager will not acquire title
        to, any interest in, or any income or revenues from the Property or Owner’s
        Revenue.  In performing its services and making any payments
        hereunder, Manager will make known to third parties that Manager is acting
        solely as the agent of Owner.  Under no circumstances will Manager
        represent or hold itself out to any third party as having any title to or
        property interest in the Property or Owner’s Revenue.

       

      (b)  Renting
        of the Property.  Manager shall establish policies and
        procedures for the marketing activities for the Property, and shall advertise
        the Property through such media as Manager deems advisable.  Manager's
        marketing activities for the Property shall be consistent with the scope
        and
        quality implemented by Manager and its affiliates at any other properties
        operated by Manager or its affiliates.  Manager shall have the sole
        discretion, which discretion shall be exercised in good faith, to establish
        the
        terms and conditions of occupancy by the tenants of the Property, and Manager
        is
        hereby authorized to enter into rental agreements on behalf and for the account
        of Owner with such tenants and to collect rent from such tenants on behalf
        and
        for the account of Owner. Manager may jointly advertise the Property with
        other
        properties owned or managed by Manager or its Affiliates, and in that event,
        Manager shall reasonably allocate the cost of such advertising among such
        properties.

       

      (c)  Repair,
        Maintenance and Improvements.  Manager shall make, execute,
        supervise and have control over the making and executing of all decisions
        concerning the acquisition of furniture, fixtures and supplies for the Property,
        and may purchase, lease or otherwise acquire the same on behalf of
        Owner.  Manager shall make and execute, or supervise and have control
        over the making and executing of all decisions concerning the maintenance,
        repair and landscaping of the Property, provided, however, that such
        maintenance, repair and landscaping shall be consistent with the maintenance,
        repair and landscaping implemented by

       

       

      
        
          
          

        

        
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      Manager
        and its affiliates at any other properties operated by Manager or its
        affiliates.  Manager shall, on behalf of Owner, negotiate and contract
        for and supervise the installation of all capital improvements related to
        the
        Property; provided, however, that Manager agrees to secure the prior written
        approval of Owner on all such expenditures in excess of $10,000.00 - for
        any one
        item, except monthly or recurring operating charges and/or emergency repairs
        if
        in the opinion of Manager such emergency-related expenditures are necessary
        to
        protect the Property from damage or to maintain services to the Owners or
        self-storage licensees as called for in their respective leases or self-storage
        agreements.  In the event of such emergency repairs in excess of
        $10,000, Manager shall notify Owner and the insurer of the cost estimate
        for
        such work.

       

      (d)  Personnel.  Manager
        shall select all vendors, suppliers, contractors, subcontractors and employees
        with respect to the Property and shall hire, discharge and supervise all
        labor
        and employees required for the operation and maintenance of the
        Property.  Any employees so hired shall be employees of Manager, and
        shall be carried on the payroll of Manager.  Employees may include,
        but need not be limited to, on-site resident managers, on-site assistant
        managers, and relief managers located, rendering services, or performing
        activities on the Property in connection with its operation and
        management.  The cost of employing such persons shall not exceed
        prevailing rates for comparable persons performing the same or similar services
        with respect to real estate similar to the Property in the general vicinity
        of
        each respective Property.  Manager shall be responsible for all legal
        and insurance requirements relating to its employees.

       

      (e)  Service
        Agreements.  Manager shall negotiate and execute on behalf of
        Owner such agreements which Manager deems necessary or advisable for the
        furnishing of utilities, services, concessions and supplies, for the
        maintenance, repair and operation of the Property and such other agreements
        which may benefit the Property or be incidental to the matters for which
        Manager
        is responsible hereunder.

       

      (f)  Other
        Decisions.  Manager shall make the decisions in connection
        with the day-to-day operations of the Property.

       

      (g)  Regulations
        and Permits.  Manager shall comply in all respects with any
        statute, ordinance, law, rule, regulation or order of any governmental or
        regulatory body pertaining to the Property (collectively, "Laws"), respecting
        the use of the Property or the maintenance or operation thereof, the
        non-compliance with which could reasonably be expected to have a material
        adverse effect on Owner or any Property.  Manager shall apply for and
        obtain and maintain, on behalf of Owner, all licenses and permits required
        or
        advisable (in the reasonable judgment of Manager) in connection with the
        management and operation of the Property.  Notwithstanding the
        foregoing, Manager shall be permitted to contest any Applicable Laws to the
        extent and pursuant to the same conditions that Owner is permitted to contest
        any Laws.  To the extent that Manager does not comply, Manager will be
        responsible for the costs and penalties incurred as a result of the
        non-compliance.

       

      (h)  Records
        and Reports of Disbursements and Collections.  Manager shall
        establish, supervise, direct and maintain the operation of a system of cash
        record keeping and bookkeeping with respect to all receipts and disbursements
        and all business activities and operations conducted by Manager in connection
        with the management and operation of the

       

       

      
        
          
          

        

        
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      Property.  Manager
        shall be responsible for cash shortages and discrepancies incurred in the
        normal
        course of management operations.  The books, records and accounts
        shall be maintained at the Manager's office or at Owner's office, or at such
        other location as Manager and Owner shall determine, and shall be available
        and
        open to examination and audit quarterly by Owner, its representatives, its
        lender, if any, and as provided by Owner, and, subject to any mortgagee of
        the
        Property, and such mortgagee's representative.  Manager shall cause to
        be prepared and delivered to Owner a monthly statement on a per-Property
        basis,
        of receipts, expenses and charges, and any other information as reasonably
        required by Owner to prepare its financials statements, together with a
        statement, on a per-Property basis, of the disbursements made by Manager
        during
        such period on Owner's behalf, which shall include separate lines for prepaid
        items and inventory.  Manager shall provide Owner with rent rolls and
        occupancy reports if requested.

       

      (i)  Collection.  Manager
        shall be responsible for the billing and collection of all receipts and for
        payment of all expenses with respect to the Property and shall be responsible
        for establishing policies and procedures to minimize the amount of bad debts.
        Bad debt incurred as a result of non compliance with management policies
        and
        procedures (such as improper verifications or acceptance of bad credit cards
        or
        bad checks) will be the responsibility of Manager.

       

      (j)  Legal
        Actions.  Manager shall cause to be instituted, on behalf and
        in its name or in the name of Owner as appropriate, any and all legal actions
        or
        proceedings Manager deems necessary or advisable in connection with the
        Property, including, without limitation, to collect charges, rent or other
        income due to Owner with respect to the Property and to oust or dispossess
        tenants where appropriate or other persons unlawfully in possession under
        any
        lease, license, concession agreement or otherwise, and to collect damages
        for
        breach thereof or default thereunder by such Owner, licensee, concessionaire
        or
        occupant.

       

      (k)  Insurance.  Manager
        will insure, on its Master Policy, against all liabilities at the Property
        at
        Manager’s cost (General Liability Insurance).  Manager will insure
        equipment at Manager’s cost.  If requested by Owner, Manager will
        obtain and charge the annual Owner’s property insurance (Property & Casualty
        Insurance) and pay same on Owner’s behalf.  Property & Casualty
        Insurance shall meet Lender’s required coverage, to include earthquake, flood
        and other Lender requirements as the case may be, and shall be the cost of
        Owner.

       

      (l)  Taxes.  During
        the term of this Agreement, Manager shall pay on behalf of Owner, prior to
        delinquency, real estate taxes, personal property taxes, and other taxes
        assessed to, or levied upon, the Property, but only in the event requested
        by
        Owner.  If requested, Manager will charge to Owner an expense monthly
        equal to 1/12 of annual- real property taxes.

       

      (m)  Limitations
        on Manager Authority.  Notwithstanding anything to the
        contrary set forth in this Section 2, Manager shall not, without obtaining
        the
        prior written consent of Owner, (i) rent storage space in the Property by
        written lease or agreement for a stated term in excess of one year unless
        such
        lease or agreement is terminable by the giving of not more than thirty (30)
        days
        written notice, (ii) alter the building or other structures of the Property
        in
        violation of loan documents executed by Owner in connection with the property
        (“Loan Documents”); (iii) enter on behalf of Owner any other agreements which
        exceed a term of one

       

       

      
        
          
          

        

        
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      year
        and
        are not terminable on thirty day's notice at the will of Owner, without penalty,
        payment or surcharge; (iv) act in violation of any Law, (v) violate any term
        or
        condition of the Loan Documents; (vi) fail to correct any misunderstanding
        of
        any third party of which Manager becomes aware as to the separateness of
        Owner
        and Manager; or (vii) except as explicitly set forth in this Agreement, exercise
        any authority to act on behalf of, or hold itself out has having authority
        to
        act on behalf of, Owner.

       

      (n)  Shared
        Expenses.  Owner acknowledges that certain economies may be
        achieved with respect to certain expenses to be incurred by Manager on behalf
        of
        Owner hereunder if materials, supplies, insurance or services are purchased
        by
        Manager in quantity for use not only in connection with Owner's business
        at the
        Property but in connection with other properties owned or managed by Manager
        or
        its affiliates.  Manager shall have the right to purchase such
        materials, supplies, insurance (subject to the terms of this Agreement) and/or
        services in its own name and charge Owner a pro rata allocable share of the
        cost
        of the foregoing; provided, however, that the pro rata cost of such purchase
        to
        Owner shall not result in expenses that are either inconsistent with the
        expenses of other "U-Haul branded" locations in the general vicinity of the
        applicable Property or greater than would otherwise be incurred at competitive
        prices and terms available in the area where the Property is located; and
        provided further, Manager shall give Owner access to records (at no cost
        to
        Owner) so Owner may review any such expenses incurred.

       

      (o)  Deposit
        of Gross Revenues.  All revenue from operations at the
        Property (“Gross Revenue”) shall be deposited daily by Manager into (i) a bank
        account (the “Deposit Account”) maintained by Manager (or its parent company)
        solely for the benefit of Owner; or (ii) a collective bank account (the
“Collective Account”) maintained by Manager (or its parent company) for the
        benefit of multiple property owners.  Manager shall transfer daily all
        Owner’s Revenue in the Deposit Account and all Owner’s Revenue in the Collective
        Account to Owner’s separately identified depositary account (“Owner’s Account”).
        To the extent that Gross Revenue is deposited into a Collective Account,
        Manager
        (or its parent company) shall reconcile such Collective Account daily and
        maintain such records as shall clearly identify each day the respective interest
        of each property owner in such account.  Manger shall not, and shall
        not permit any other property owner or any affiliate of Manager to borrow,
        lend
        or use Owner’s Revenue while it is in a Collective Account.  Owner
        shall apply Owner’s Revenue first to the repayment of Owner’s senior debt with
        respect to the Property, and then to Manager in reimbursement of documented
        expenses and for management fees as provided under Section 4 below.

       

      (p)  Obligations
        under Loan Documents and other Material Contracts.  Manager
        shall take such actions as are necessary or appropriate under the circumstances
        to ensure that Owner is in compliance with the terms of the Loan Documents
        and
        any other material agreement relating to the Property to which Owner is a
        party.  Notwithstanding the foregoing, nothing herein contained shall
        be deemed to obligate Manager to fund from its own resources any payments
        owed
        by Owner under the Loan Documents or otherwise be deemed to make Manager
        a
        direct obligor under the Loan Documents.

       

       

      
        
          
          

        

        
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      (q)  Obligations
        notwithstanding other Tenancy at the Property.  Manager shall
        perform all of its obligations under this Agreement in a professional manner
        consistent with the standards it employs at all of its managed
        locations.

       

      (r)  Segregation.   Owner
        and Manager shall maintain the Property and Owner’s Revenue in such a manner
        that it is not costly or difficult to segregate, ascertain or identify Owner’s
        individual assets from those of Manager or any other person.

       

      
        	
                3.  

              	
                Duties
                  of Owner.

              


      

       

      Owner
        shall cooperate with Manager in the performance of Manager's duties under
        this
        Agreement and to that end, upon the request of Manager, shall provide, at
        such
        rental charges, if any, as are deemed appropriate, reasonable office space
        for
        Manager employees on the premises of the Property (to the extent available).
        Owner shall not unreasonably withhold or delay any consent or authorization
        to
        Manager required or appropriate under this Agreement.  Owner shall
        provide Manager with copies of all Loan Documents.

       

      
        	
                4.  

              	
                Compensation
                  of Manager.

              


      

       

      (a)  Reimbursement
        of Expenses.  Manager shall be entitled to request and
        receive reimbursement for all timely authorized out-of-pocket reasonable
        and
        customary expenses actually incurred by Manager in the discharge of its duties
        hereunder.   Such reimbursement shall be the obligation of Owner,
        whether or not Gross Revenues are sufficient to pay such
        amounts.  Unpaid balances shall accrue interest at 4% thirty (30) days
        after presentment, unless a written request is received detailing Owner’s
        objection to a billed amount.

       

      (b)  Management
        Fee.  Owner shall pay to Manager as the full amount due for
        the services herein provided a monthly fee (the “Management Fee”) which shall be
        six percent (6%) of the Property’s current month Owner’s Revenue, as determined
        on a cash basis.  Subject to the terms of Section 2(o) the Management
        Fee shall be paid promptly, in arrears, within fifteen (15) days of Owner’s
        receipt therefor, which invoice shall be sent from Manager to Owner following
        the end of each calendar month.  Such invoice shall be itemized and
        shall include reasonable detail and be free from errors.

       

      Except
        as
        provided in this Section 4, it is further understood and agreed that Manager
        shall not be entitled to additional compensation of any kind in connection
        with
        the performance by it of its duties under this Agreement.

       

      (c)  Inspection
        of Books and Records.  Owner shall have the right, upon prior
        reasonable notice to Manager, to inspect Manager's books and records with
        respect to the Property, to assure that proper fees and charges are assessed
        hereunder.  Manager shall cooperate with any such
        inspection.  Owner shall bear the cost of any such inspection;
        provided, however, that if it is ascertained that Manager has overcharged
        Owner
        by more than 5% in any given quarter, the cost of such inspection shall be
        borne
        by Manager. Manager shall promptly reimburse Owner for any
        overpayment.

       

       

      
        
          
          

        

        
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                5.  

              	
                Use
                  of Trademarks, Service Marks and Related
                  Items.

              


      

       

      Owner
        acknowledges the significant value of the "U-Haul" name in the operations
        of
        Owner's property and it is therefore understood and agreed that the name,
        trademark and service mark "U-Haul", and related marks, slogans, caricatures,
        designs and other trade or service items (the "Manager Trade Marks")
        shall be utilized for the non-exclusive benefit of Owner in the rental and
        operation of the Property, and in comparable operations elsewhere.  It
        is further understood and agreed that this name and all such marks, slogans,
        caricatures, designs and other trade or service items shall remain and be
        at all
        times the property of Manager and its affiliates, and that, except as expressly
        provided in this Agreement, Owner shall have no right whatsoever
        therein.  Owner agrees that during the term of this agreement the sign
        faces at the property will have the name "U-Haul."  Upon termination
        of this agreement at any time for any reason, all such use by and for the
        benefit of Owner of any such name, mark, slogan, caricature, design or other
        trade or service item in connection with the Property shall be terminated
        and
        any signs bearing any of the foregoing shall be removed from view and no
        longer
        used by Owner.  In addition, upon termination of this Agreement at any
        time for any reason, Owner shall not enter into any new leases of Property
        using
        the Manager lease form or use other forms prepared by Manager.  It is
        understood and agreed that Manager will use and shall be unrestricted in
        its use
        of such name, mark, slogan, caricature, design or other trade or service
        item in
        the management and operation of other storage facilities both during and
        after
        the expiration or termination of the term of this Agreement.

       

      
        	
                6.  

              	
                Default;
                  Termination.

              


      

       

      (a)  Any
        material failure by Manager or Owner (a "Defaulting Party") to perform
        its respective duties or obligations hereunder (other than a default by Owner
        under Section 4 of this Agreement), which material failure is not cured within
        thirty (30) calendar days after receipt of written notice of such failure
        from
        the non-defaulting party, shall constitute an event of default hereunder;
        provided, however, the foregoing shall not constitute an event of default
        hereunder in the event the Defaulting Party commences cure of such material
        failure within such thirty (30) day period and diligently prosecutes the
        cure of
        such material failure thereafter but in no event shall such extended cure
        period
        exceed ninety (90) days from the date of receipt by the non-defaulting party
        of
        written notice of such material default; provided further, however, that
        in the
        event such material failure constitutes a default under the terms of the
        Loan
        Documents and the cure period for such matter under the Loan Documents is
        shorter than the cure period specified herein, the cure period specified
        herein
        shall automatically shorten such that it shall match the cure period for
        such
        matter as specified under the Loan Documents. In addition, following notice
        to
        Manager of the existence of any such material failure by Manager, Owner shall
        have the right to cure any such material failure by Manager, and any sums
        so
        expended in curing shall be owed by Manager to such curing party and may
        be
        offset against any sums owed to Manager under this Agreement.

       

      (b)  Any
        material failure by Owner to perform its duties or obligations under Section
        4,
        which material failure is not cured within ten (10) calendar days after receipt
        of written notice of such failure from Manager, shall constitute an event
        of
        default hereunder.

       

      (c)  Owner
        shall have the right to terminate this Agreement, with or without cause,
        by
        giving not less than thirty (30) days' written notice to
        Manager  pursuant to Section 14

       

       

      
        
          
          

        

        
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      hereof.  Subject
        to the terms of the Loan Documents, Manager shall have the right to terminate
        this Agreement, with or without cause, by giving not less than ninety (90)
        days'
        written notice to Owner pursuant to Section 14 hereof.

       

      (d)  Upon
        termination of this Agreement, (x) Manager shall promptly return to Owner
        all
        monies, books, records and other materials held by Manager for or on behalf
        of
        Owner and shall otherwise cooperate with Owner to promote and ensure a smooth
        transition to the new manager and (y) Manager shall be entitled to receive
        its
        Management Fee and reimbursement of expenses through the effective date of
        such
        termination, including the reimbursement of any prepaid expenses for periods
        beyond the date of termination (such as Yellow Pages advertising).

       

      
        	
                7.  

              	
                Indemnification.

              


      

       

      Manager
        hereby agrees to indemnify, defend and hold Owner, all persons and companies
        affiliated with Owner, and all officers, shareholders, directors, employees
        and
        agents of Owner and of any affiliated companies or persons (collectively,
        the
        "Indemnified Persons") harmless from any and all costs, expenses, attorneys'
        fees, suits, liabilities, judgments, damages, and claims in connection with
        the
        management of the Property and operations thereon (including the loss of
        use
        thereof following any damage, injury or destruction), arising from any cause
        or
        matter whatsoever, including, without limitation, any environmental condition
        or
        matter caused by Manager’s operation of the Property, except to the extent
        attributable to the willful misconduct or gross negligence on the part of
        the
        Indemnified Persons.

       

      
        	
                8.  

              	
                Assignment.

              


      

       

      Manager
        shall not assign this Agreement to any party without the consent of
        Owner.

       

      
        	
                9.  

              	
                Standard
                  for Property Manager's
                  Responsibility.

              


      

       

      Manager
        agrees that it will perform its obligations hereunder according to industry
        standards, in good faith, and in a commercially reasonable manner.

       

      
        	
                10.  

              	
                Estoppel
                  Certificate.

              


      

       

      Each
        of
        Owner and Manager agree to execute and deliver to one another, from time
        to
        time, within ten (10) business days of the requesting party's request, a
        statement in writing certifying, to the extent true, that this Agreement
        is in
        full force and effect, and acknowledging that there are not, to such parties
        knowledge, any uncured defaults or specifying such defaults if they are claimed
        and any such other matters as may be reasonably requested by such requesting
        party.

       

      
        	
                11.  

              	
                Term;
                  Scope.

              


      

       

      Subject
        to the provisions hereof, this Agreement shall have an initial term (such
        term,
        as extended or renewed in accordance with the provisions hereof, being called
        the "Term") commencing on the date hereof (the "Commencement
        Date") and ending on the last day of the one hundred and twentieth (120th)
        calendar month next following the date hereof or the maturity date of the
        applicable Loan Documents (which ever is later) (the "Expiration Date");
        provided however, the parties shall have the right upon mutual agreement
        to
        terminate this Agreement

       

       

      
        
          
          

        

        
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      with
        respect to any individual Property no longer subject to the Loan Documents
        (for
        instance due to a significant casualty or condemnation of such
        Property).

       

      
        	
                12.  

              	
                Headings.

              


      

       

      The
        headings contained herein are for convenience of reference only and are not
        intended to define, limit or describe the scope or intent of any provision
        of
        this Agreement.

       

      
        	
                13.  

              	
                Governing
                  Law.

              


      

       

      The
        validity of this Agreement, the construction of its terms and the interpretation
        of the rights and duties of the parties shall be governed by the internal
        laws
        of the State of Nevada.

       

      
        	
                14.  

              	
                Notices.

              


      

       

      Any
        notice required or permitted herein shall be in writing and shall be personally
        delivered or mailed first class postage prepaid or delivered by an overnight
        delivery service to the respective addresses of the parties set forth above
        on
        the first page of this Agreement, or to such other address as any party may
        give  to the other in writing.  Any notice required by this
        Agreement will be deemed to have been given when personally served or one
        day
        after delivery to an overnight delivery service or five days after deposit
        in
        the first class mail. Any notice to Owner shall be to the attention of
        President, 715 South Country Club Drive, Mesa, AZ  85210. Any notice
        to Manager shall be to the attention of c/o U-Haul International, Inc. Legal
        Dept, 2721 North Central Avenue, Phoenix, AZ 85004,
        Attn:  Secretary.

       

      
        	
                15.  

              	
                Severability.

              


      

       

      Should
        any term or provision hereof be deemed invalid, void or unenforceable either
        in
        its entirety or in a particular application, the remainder of this Agreement
        shall nonetheless remain in full force and effect and, if the subject term
        or
        provision is deemed to be invalid, void or unenforceable only with respect
        to a
        particular application, such term or provision shall remain in full force
        and
        effect with respect to all other applications.

       

      
        	
                16.  

              	
                Successors.

              


      

       

      This
        Agreement shall be binding upon and inure to the benefit of the respective
        parties hereto and their permitted assigns and successors in
        interest.

       

      
        	
                17.  

              	
                Attorneys'
                  Fees.

              


      

       

      If
        it
        shall become necessary for any party hereto to engage attorneys to institute
        legal action for the purpose of enforcing their respective rights hereunder
        or
        for the purpose of defending legal action brought by the other party hereto,
        the
        party or parties prevailing in such litigation shall be entitled to receive
        all
        costs, expenses and fees (including reasonable attorneys' fees) incurred
        by it
        in such litigation (including appeals).

       

              
        18.  Counterparts.

       

      This
        Agreement may be executed in one or more counterparts, each of which shall
        be
        deemed an original, but all of which together shall constitute one and the
        same
        instrument.

       


      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      


      


       

      IN
        WITNESS WHEREOF, the undersigned execute this Agreement as of the date set
        forth
        above.

       

      


       

      Owner:

       

      Eleven
        SAC Self-Storage Corporation,

      Eleven
        SAC Self-Storage Odenton, Inc.,

      


       

      By:
        __________________________________

      Bruce
        Brockhagen,
        Secretary

      


      


       

      


       

      Manager:

       

      U-Haul
        Co. Arizona

      U-Haul
        Co. Arkansas

      U-Haul
        Co. California

      U-Haul
        Co. Georgia

      U-Haul
        Co. Louisiana

      U-Haul
        Co. U-Haul Co. Maryland

      U-Haul
        Co. North Carolina

      U-Haul
        Co. Pennsylvania

      U-Haul
        Co. South Carolina

      U-Haul
        Co. Virginia

      


      By:
        ___________________________________

      Gary
        B. Horton, Treasurer

      



      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      


      Exhibit
        A

       

      


       

      List
        of
        Properties

       

      


       

      
        	
                882056

              	
                11

              	
                U-HAUL
                  STORAGE CACTUS&51ST AVE

              	
                12280
                  NORTH 51ST AVENUE

              	
                GLENDALE

              	
                ARIZONA

              	
                3103

              	 
	
                882087

              	
                11

              	
                U-HAUL
                  STORAGE COLONEL GLENN

              	
                6224
                  COLONEL GLENN

              	
                LITTLE
                  ROCK

              	
                ARKANSAS

              	
                74112

              	 
	
                884016

              	
                11

              	
                U-HAUL
                  STORAGE CARLSBAD

              	
                6175
                  PASEO DEL NORTE

              	
                CARLSBAD

              	
                CALIFORNIA

              	
                97403

              	 
	
                884035

              	
                11

              	
                U-HAUL
                  STORAGE RIALTO

              	
                2775
                  FOOTHILL BLVD

              	
                RIALTO

              	
                CALIFORNIA

              	
                97005

              	 
	
                882084

              	
                11

              	
                U-HAUL
                  STORAGE WASHINGTON

              	
                4540
                  WASHINGTON ROAD

              	
                COLLEGE
                  PARK

              	
                GEORGIA

              	
                19013

              	 
	
                882070

              	
                11

              	
                AIRPORT
                  SELF STORAGE

              	
                2828
                  MARIETTA STREET

              	
                KENNER

              	
                LOUISIANA

              	
                19147

              	 
	
                883005

              	
                11

              	
                U-HAUL
                  STORAGE MARRERO

              	
                7201
                  WEST BANK EXPRESSWAY

              	
                MARRERO

              	
                LOUISIANA

              	
                29206

              	 
	
                883003

              	
                11

              	
                U-HAUL
                  STORAGE WESTWOOD

              	
                5919
                  FINANCIAL PLAZA

              	
                SHREVEPORT

              	
                LOUISIANA

              	
                29210

              	 
	
                882092

              	
                11
                  **

              	
                U-HAUL
                  STORAGE ODENTON

              	
                1480
                  ANNAPOLIS ROAD

              	
                ODENTON

              	
                MARYLAND

              	
                29575

              	 
	
                882060

              	
                11

              	
                U-HAUL
                  STORAGE BOONE

              	
                HWY
                  105 BYPASS

              	
                BOONE

              	
                NORTH
                  CAROLINA

              	
                77095

              	 
	
                882069

              	
                11

              	
                U-HAUL
                  STORAGE CHESTER

              	
                1600
                  HIGHLAND AVENUE

              	
                CHESTER

              	
                PENNSYLVANIA

              	
                78757

              	 
	
                882073

              	
                11

              	
                U-HAUL
                  STORAGE DECKER PARK RD

              	
                125
                  DECKER PARK ROAD

              	
                COLUMBIA

              	
                SOUTH
                  CAROLINA

              	
                75041

              	 
	
                882074

              	
                11

              	
                U-HAUL
                  STORAGE JAMIL ROAD

              	
                156
                  JAMIL ROAD

              	
                COLUMBIA

              	
                SOUTH
                  CAROLINA

              	
                77301

              	 
	
                882090

              	
                11

              	
                U-HAUL
                  STORAGE OF MYRTLE BEACH

              	
                5604
                  SOUTH KINGS HIGHWAY

              	
                MYRTLE
                  BEACH

              	
                SOUTH
                  CAROLINA

              	
                20166

              	 
	
                882078

              	
                11

              	
                U-HAUL
                  STORAGE ELM DRIVE

              	
                8083
                  ELM DRIVE

              	
                MECHANICSVILLE

              	
                VIRGINIA

              	
                23224

              	 
	
                882052

              	
                11

              	
                U-HAUL
                  STORAGE BELT BLVD

              	
                351
                  EAST BELT BLVD

              	
                RICHMOND

              	
                VIRGINIA

              	
                23434

              	 
	
                882091

              	
                11

              	
                U-HAUL
                  STORAGE NORTH BLVD

              	
                2930
                  NORTH BLVD

              	
                RICHMOND

              	
                VIRGINIA

              	
                23111

              	 
	
                795057

              	
                11

              	
                U-HAUL
                  CENTER STERLING

              	
                45715
                  OLD OX ROAD

              	
                STERLING

              	
                VIRGINIA

              	
                23230

              	 
	
                882077

              	
                11

              	
                U-HAUL
                  STORAGE HOLLAND ROAD

              	
                1325
                  HOLLAND ROAD

              	
                SUFFOLK

              	
                VIRGINIA

              	
                23666

              	 


      

      


       


      
        
          
          

        

        
          11