exhibit109.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 Thirteen SAC Self-Storage Corporation,
          a
          Nevada corporation ("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

         

         

        
          
            
            

          

          
            2

            
              

            

          

          
            
            

          

        

         

        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

         

         

        
          
            
            

          

          
            3

            
              

            

          

          
            
            

          

        

         

        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

         

         

        
          
            
            

          

          
            4

            
              

            

          

          
            
            

          

        

         

        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.

         

         

        
          
            
            

          

          
            5

            
              

            

          

          
            
            

          

        

         

        (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.

         

         

        
          
            
            

          

          
            6

            
              

            

          

          
            
            

          

        

         

        
          	
                  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

         

         

        
          
            
            

          

          
            7

            
              

            

          

          
            
            

          

        

         

        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

         

         

        
          
            
            

          

          
            8

            
              

            

          

          
            
            

          

        

         

        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:

         

        Thirteen
          SAC Self-Storage Corporation,

         

        a
          Nevada
          corporation

         

        By:
          __________________________________

        Bruce
          Brockhagen,
          Secretary

        


        


         

        


         

        Manager:

         

        U-Haul
          Co. of California

        U-Haul
          Co. of Florida

        U-Haul
          Co. of Georgia

        U-Haul
          Co. of Louisiana

        U-Haul
          Co. of Massachusetts and Ohio, Inc.

        U-Haul
          Co. of Pennsylvania

        U-Haul
          Co. of Texas

        


        By:
          ___________________________________

        Gary
          B. Horton, Treasurer

        


        


         

        
          
            
            

          

          
            10

            
              

            

          

          
            
            

          

        

        


         

        Exhibit
          A

         

        


         

        List
          of
          Properties

         

        


         

        
          	
                  713059

                	
                  13

                	
                  U-HAUL
                    CTR COVINA

                	
                  1040
                    NORTH AZUSA AVENUE

                	
                  COVINA

                	
                  CALIFORNIA

                
	
                  715059

                	
                  13

                	
                  U-HAUL
                    LAMBERT ROAD

                	
                  661
                    E LAMBERT

                	
                  LA
                    HABRA

                	
                  CALIFORNIA

                
	
                  785053

                	
                  13

                	
                  U-HAUL
                    CENTER GOLDENROD

                	
                  508
                    NORTH GOLDENROD ROAD

                	
                  ORLANDO

                	
                  FLORIDA

                
	
                  779069

                	
                  13

                	
                  U-HAUL
                    CTR SAVANNAH

                	
                  8810
                    ABERCORN EXPY

                	
                  SAVANNAH

                	
                  GEORGIA

                
	
                  747055

                	
                  13

                	
                  U-HAUL
                    CTR TULANE

                	
                  2801
                    TULANE AVE

                	
                  NEW
                    ORLEANS

                	
                  LOUISIANA

                
	
                  796067

                	
                  13

                	
                  U-HAUL
                    OF HYANNIS

                	
                  594
                    BEARSES WAY

                	
                  HYANNIS

                	
                  MASSACHUSETTS

                
	
                  884085

                	
                  13

                	
                  U-HAUL
                    STORAGE WORCESTER**

                	
                  495
                    SHREWSBURY STREET

                	
                  WORCESTER

                	
                  MASSACHUSETTS

                
	
                  811055

                	
                  13

                	
                  U-HAUL
                    MECHANICSBRG

                	
                  4725
                    OLD GETTYSBURG

                	
                  MECHANICSBURG

                	
                  PENNSYLVANIA

                
	
                  745045

                	
                  13

                	
                  U-HAUL
                    CENTER I-10 WEST

                	
                  10220
                    OLD KATY ROAD

                	
                  HOUSTON
                    NORTH

                	
                  TEXAS

                


        

        


         

         

        
          
            
            

          

          
            11