**Exhibit10.43**

 

**INDEMNIFICATION AGREEMENT**

 

**THIS INDEMNIFICATION AGREEMENT**(this “Agreement”)is made effective as of November 5, 2009, by and among U-Store-It Trust, aMaryland real estate investment trust (the “Company”), U-Store-It, L.P., aDelaware limited partnership (the “Operating Partnership” and together with theCompany, the “Indemnitors”), and John F. Remondi (the “Indemnitee”).

 

**WHEREAS**, the Indemnitee is anofficer or a member of the Board of Trustees of the Company and in suchcapacity is performing a valuable service for the Company and the OperatingPartnership;

 

**WHEREAS**, Maryland law permits theCompany to enter into contracts with its officers or members of its Board ofTrustees with respect to indemnification of, and advancement of expenses to,such persons;

 

**WHEREAS,**the Declaration of Trust ofthe Company (the “Declaration of Trust”) authorizes the Company to indemnifyand advance expenses to its officers and trustees to the maximum extentpermitted by Maryland law in effect from time to time;

 

**WHEREAS**, the Bylaws of the Company(the “Bylaws”) provide that each officer and trustee of the Company shall beindemnified by the Company to the maximum extent permitted by Maryland law ineffect from time to time and shall be entitled to advancement of expensesconsistent with Maryland law;

 

**WHEREAS**, the Company is the generalpartner of, and conducts substantially all of its business through, theOperating Partnership;

 

**WHEREAS,**the Second Amended andRestated Partnership Agreement of the Operating Partnership (the “PartnershipAgreement”) provides for indemnification and advancement of expenses to theCompany and its officers and trustees consistent with the applicable provisionsof Maryland law, subject to the same limitations on indemnity and advancementof expenses that apply under Maryland law to indemnity and advancement ofexpenses by the Company of its officers and trustees; and

 

**WHEREAS**, to induce the Indemniteeto provide services to the Company as an officer or a member of the Board ofTrustees, and to provide the Indemnitee with specific contractual assurancethat indemnification will be available to the Indemnitee regardless of, amongother things, any amendment to or revocation of the Declaration of Trust, theBylaws or the Partnership Agreement, or any acquisition transaction relating tothe Company, the Indemnitors desire to provide the Indemnitee with protectionagainst personal liability as set forth herein;

 

**NOW, THEREFORE****,**in consideration of thepremises and the covenants contained herein, the Indemnitors and the Indemniteehereby agree as follows:

 

1. **DEFINITIONS**

 

Forpurposes of this Agreement:

 

(A)  “Change in Control” shallmean

i.                  the dissolutionor liquidation of the Company;

ii.               the merger, consolidation, or reorganizationof the Company with one or more other entities in which the Company is not thesurviving entity or immediately following which the persons or entities whowere beneficial owners (as determined pursuant to Rule 13d-3 under theSecurities Exchange Act of 1934, as amended (the “Exchange Act”)) of votingsecurities of the Company immediately prior thereto cease to beneficially ownmore than fifty percent (50%) of the voting 

 

----

 

securities of the surviving entity immediatelythereafter;

iii.            a sale of all or substantially all of the assets ofthe Company to another person or entity other than an affiliate of the Company;

iv.           any transaction (including without limitation amerger or reorganization in which the Company is the surviving entity) thatresults in any person or entity or “group” (within the meaning of Section 13(d)(3) or14(d)(2) of the Exchange Act) (other than persons who are shareholders oraffiliates immediately prior to the transaction) owning thirty percent (30%) ormore of the combined voting power of all classes of shares of the Company; or

v.              individualswho, as of the date hereof, constitute the Board of Trustees (the “IncumbentBoard”) cease for any reason to constitute at least a majority of the Board ofTrustees; provided, however, that any individual becoming a trustee subsequentto the date hereof whose election, or nomination for election by the Company’sshareholders, was approved by a vote of at least a majority of the trusteesthen comprising the Incumbent Board (either by a specific vote or by approvalof the proxy statement of the Company in which such person is named as anominee for trustee, without written objection to such nomination) shall beconsidered as though such individual were a member of the Incumbent Board, butexcluding, for this purpose, any such individual whose initial assumption ofoffice occurs as a result of an actual or threatened election contest withrespect to the election or removal of trustees or other actual or threatenedsolicitation of proxies or contests by or on behalf of a person other than theBoard of Trustees.

(B)        “Corporate Status” describes the status of a personwho is or was a trustee or officer of the Company (or of any domestic orforeign predecessor entity of the Company in a merger, consolidation or othertransaction in which the predecessor’s interest ceased upon consummation of thetransaction) or is or was serving at the request of the Company (or any suchpredecessor entity) as a director, officer, partner (limited or general),member, trustee, employee or agent of any other foreign or domesticcorporation, partnership, joint venture, limited liability company, trust,other enterprise (whether conducted for profit or not for profit) or employeebenefit plan. The Company (and any domestic or foreign predecessor entity ofthe Company in a merger, consolidation or other transaction in which thepredecessor’s existence ceased upon consummation of the transaction) shall bedeemed to have requested the Indemnitee to serve an employee benefit plan wherethe performance of the Indemnitee’s duties to the Company (or any suchpredecessor entity) also imposes or imposed duties on, or otherwise involves orinvolved services by, the Indemnitee to the plan or participants orbeneficiaries of the plan.

(C)        “Expenses” shall include all attorneys’ andparalegals’ fees, retainers, court costs, transcript costs, fees of experts,witness fees, travel expenses, duplicating costs, printing and binding costs,telephone charges, postage, delivery service fees, and all other disbursementsor expenses of the types customarily incurred in connection with prosecuting,defending, preparing to prosecute or defend, investigating, or being orpreparing to be a witness in a Proceeding.

(D)       “Proceeding” includes any action, suit, arbitration,alternate dispute resolution mechanism, investigation, administrative hearing,or any other proceeding, including appeals therefrom, whether civil, criminal,administrative, or investigative, except one initiated by the Indemniteepursuant to paragraph 8 of this Agreement to enforce such Indemnitee’s rightsunder this Agreement.

(E)         “Special Legal Counsel” means a law firm, or amember of a law firm, that is experienced in matters of corporation law andneither presently is, or in the past two years has been, retained to represent (i) theIndemnitors or the Indemnitee in any matter material to either such party, or (ii) anyother party to the Proceeding giving rise to a claim for indemnificationhereunder.

 

2. **INDEMNIFICATION**

 

TheIndemnitee shall be entitled to the rights of indemnification provided in thisparagraph 2 and under applicable law, the Declaration of Trust, the Bylaws, thePartnership Agreement, any other agreement, a vote of shareholders orresolution of the Board of Trustees or otherwise if, by reason of suchIndemnitee’s 

 

----

 

CorporateStatus, such Indemnitee is, or is threatened to be made, a party to anythreatened, pending, or completed Proceeding, including a Proceeding by or inthe right of the Company or the Operating Partnership. Unless prohibited byparagraph 13 hereof and subject to the other provisions of this Agreement, theIndemnitee shall be indemnified hereunder, to the maximum extent provided byMaryland law in effect from time to time, against judgments, penalties, fines,and settlements and reasonable Expenses actually incurred by or on behalf ofsuch Indemnitee in connection with such Proceeding or any claim, issue ormatter therein; provided, however, that if such Proceeding was one by or in theright of the Company or the Operating Partnership, indemnification may not bemade in respect of such Proceeding if the Indemnitee shall have been adjudgedto be liable to the Company or the Operating Partnership. For purposes of thisparagraph 2, excise taxes assessed on the Indemnitee with respect to anemployee benefit plan pursuant to applicable law shall be deemed fines.

 

3. **EXPENSES OF A SUCCESSFULPARTY**

 

Withoutlimiting the effect of any other provision of this Agreement and without regardto the provisions of paragraph 6 hereof, to the extent that the Indemnitee is,by reason of such Indemnitee’s Corporate Status, a party to and is successful,on the merits or otherwise, in any Proceeding pursuant to a finalnon-appealable order, such Indemnitee shall be indemnified against allreasonable Expenses actually incurred by such Indemnitee in connectiontherewith. If the Indemnitee is not wholly successful in such Proceedingpursuant to a final non-appealable order but is successful, on the merits orotherwise, as to one or more but less than all claims, issues, or matters insuch Proceeding pursuant to a final non-appealable order, the Indemnitors shallindemnify the Indemnitee against all reasonable Expenses actually incurred bysuch Indemnitee in connection with each successfully resolved claim, issue ormatter. For purposes of this paragraph and without limitation, the terminationof any claim, issue or matter in such Proceeding by dismissal, with or withoutprejudice, shall be deemed to be a successful result as to such claim, issue ormatter.

 

4. **ADVANCEMENT OF EXPENSES**

 

TheIndemnitors shall advance all reasonable Expenses incurred by the Indemnitee inconnection with any Proceeding within 20 days after the receipt by theIndemnitors of a statement from the Indemnitee requesting such advance fromtime to time, whether prior to or after final disposition of such Proceeding.Such statement shall reasonably evidence the Expenses incurred or to beincurred by the Indemnitee and shall include or be preceded or accompanied by (i) awritten affirmation by the Indemnitee of the Indemnitee’s good faith beliefthat the standard of conduct necessary for indemnification by the Indemnitorsas authorized by this Agreement has been met and (ii) a writtenundertaking by or on behalf of the Indemnitee to repay the amounts advanced ifit should ultimately be determined that the standard of conduct has not beenmet. The undertaking required by clause (ii) of the immediately precedingsentence shall be an unlimited general obligation of the Indemnitee but neednot be secured and may be accepted without reference to financial ability tomake the repayment.

 

5. **WITNESS EXPENSES**

 

Notwithstandingany other provision of this Agreement, to the extent that the Indemnitee is, byreason of such Indemnitee’s Corporate Status, a witness for any reason in anyProceeding to which such Indemnitee is not a named defendant or respondent,such Indemnitee shall be indemnified by the Indemnitors against all Expensesactually incurred by or on behalf of such Indemnitee in connection therewith.

 

6. **DETERMINATION OF ENTITLEMENTTO AND AUTHORIZATION OF INDEMNIFICATION**

(A)      To obtain indemnification under this Agreement, theIndemnitee shall submit to the Indemnitors a written request, includingtherewith such documentation and information reasonably necessary to determinewhether and to what extent the Indemnitee is entitled to indemnification.

 

----

 

(B)        Indemnification under this Agreement may not be madeunless authorized for a specific Proceeding after a determination has been madein accordance with this Section 6(B) that indemnification of theIndemnitee is permissible in the circumstances because the Indemnitee has metthe following standard of conduct: the Indemnitors shall indemnify theIndemnitee in accordance with the provisions of paragraph 2 hereof, unless itis established that: (a) the act or omission of the Indemnitee wasmaterial to the matter giving rise to the Proceeding and (x) was committedin bad faith or (y) was the result of active and deliberate dishonesty; (b) theIndemnitee actually received an improper personal benefit in money, property orservices; or (c) in the case of any criminal proceeding, the Indemniteehad reasonable cause to believe that the act or omission was unlawful. Uponreceipt by the Indemnitors of the Indemnitee’s written request forindemnification pursuant to subparagraph 6(A), a determination as to whetherthe applicable standard of conduct has been met shall be made within the periodspecified in paragraph 6(E): (i) if a Change in Control shall haveoccurred, by Special Legal Counsel in a written opinion to the Board ofTrustees, a copy of which shall be delivered to the Indemnitee, with SpecialLegal Counsel selected by the Indemnitee (unless the Indemnitee shall requestthat such determination be made by the person or persons and in the mannerprovided in clause (ii) of this paragraph 6(B), in which event theprovisions of such clause (ii) shall apply) (If the Indemnitee selectsSpecial Legal Counsel to make the determination under this clause (i), theIndemnitee shall give prompt written notice to the Indemnitors advising them ofthe identity of the Special Legal Counsel so selected); or (ii) if aChange in Control shall not have occurred, (A) by the Board of Trustees bya majority vote of a quorum consisting of trustees not, at the time, parties tothe Proceeding, or, if such quorum cannot be obtained, then by a majority voteof a committee of the Board of Trustees consisting solely of two or moretrustees not, at the time, parties to such Proceeding and who were dulydesignated to act in the matter by a majority vote of the full Board ofTrustees in which the designated trustees who are parties may participate, (B) bySpecial Legal Counsel in a written opinion to the Board of Trustees, a copy ofwhich shall be delivered to the Indemnitee, with Special Legal Counsel selectedby the Board of Trustees or a committee of the Board of Trustees by vote as setforth in subparagraph (ii)(A) of this paragraph 6(B), or, if the requisitequorum of the full Board of Trustees cannot be obtained therefor and thecommittee cannot be established, by a majority of the full Board of Trustees inwhich trustees who are parties to the Proceeding may participate (If theIndemnitors select Special Legal Counsel to make the determination under thisclause (ii), the Indemnitors shall give prompt written notice to the Indemniteeadvising him or her of the identity of the Special Legal Counsel so selected)or (C) by the shareholders of the Company. If it is so determined that theIndemnitee is entitled to indemnification, payment to the Indemnitee shall bemade within 10 days after such determination. Authorization of indemnificationand determination as to reasonableness of Expenses shall be made in the same manneras the determination that indemnification is permissible. However, if thedetermination that indemnification is permissible is made by Special LegalCounsel under clause (B) above, authorization of indemnification anddetermination as to reasonableness of Expenses shall be made in the mannerspecified under clause (B) above for the selection of such Special LegalCounsel.

(C)        The Indemnitee shall cooperate with the person orentity making such determination with respect to the Indemnitee’s entitlement toindemnification, including providing upon reasonable advance request anydocumentation or information which is not privileged or otherwise protectedfrom disclosure and which is reasonably available to the Indemnitee andreasonably necessary to such determination. Any reasonable costs or expenses(including reasonable attorneys’ fees and disbursements) incurred by theIndemnitee in so cooperating shall be borne by the Indemnitors (irrespective ofthe determination as to the Indemnitee’s entitlement to indemnification) andthe Indemnitors hereby indemnify and agree to hold the Indemnitee’s harmlesstherefrom.

(D)       In the event the determination of entitlement toindemnification is to be made by Special Legal Counsel pursuant to paragraph 6(B) hereof,the Indemnitee, or the Indemnitors, as the case may be, may, within seven daysafter such written notice of selection shall have been given, deliver to theIndemnitors or to the Indemnitee, as the case may be, a written objection tosuch selection. Such objection may be asserted only on the grounds that theSpecial Legal Counsel so selected does not 

 

----

 

meetthe requirements of “Special Legal Counsel” as defined in paragraph 1 of thisAgreement. If such written objection is made, the Special Legal Counsel so selectedmay not serve as Special Legal Counsel until a court has determined that suchobjection is without merit. If, within 20 days after submission by theIndemnitee of a written request for indemnification pursuant to paragraph 6(A) hereof,no Special Legal Counsel shall have been selected or, if selected, shall havebeen objected to, either the Indemnitors or the Indemnitee may petition a courtfor resolution of any objection which shall have been made by the Indemnitorsor the Indemnitee to the other’s selection of Special Legal Counsel and/or forthe appointment as Special Legal Counsel of a person selected by the court orby such other person as the court shall designate, and the person with respectto whom an objection is so resolved or the person so appointed shall act asSpecial Legal Counsel under paragraph 6(B) hereof. The Indemnitors shallpay all reasonable fees and expenses of Special Legal Counsel incurred inconnection with acting pursuant to paragraph 6(B) hereof, and allreasonable fees and expenses incident to the selection of such Special LegalCounsel pursuant to this paragraph 6(D). In the event that a determination ofentitlement to indemnification is to be made by Special Legal Counsel and suchdetermination shall not have been made and delivered in a written opinionwithin ninety (90) days after the receipt by the Indemnitors of the Indemnitee’srequest in accordance with paragraph 6(A), upon the due commencement of anyjudicial proceeding in accordance with paragraph 8(A) of this Agreement,Special Legal Counsel shall be discharged and relieved of any furtherresponsibility in such capacity.

 

(E)         If the person or entity making the determinationwhether the Indemnitee is entitled to indemnification shall not have made adetermination within 60 days after receipt by the Indemnitors of therequest therefor, the requisite determination of entitlement to indemnificationshall be deemed to have been made and the Indemnitee shall be entitled to suchindemnification, absent: (i) a misstatement by the Indemnitee of amaterial fact, or an omission of a material fact necessary to make theIndemnitee’s statement not materially misleading, in connection with therequest for indemnification, or (ii) a prohibition of such indemnificationunder applicable law. Such 60-day period may be extended for a reasonable time,not to exceed an additional 30 days, if the person or entity making saiddetermination in good faith requires additional time for the obtaining orevaluating of documentation and/or information relating thereto. The foregoingprovisions of this paragraph 6(E) shall not apply: (i) if thedetermination of entitlement to indemnification is to be made by theshareholders and if within 15 days after receipt by the Indemnitors of therequest for such determination the Board of Trustees resolves to submit suchdetermination to the shareholders for consideration at an annual or specialmeeting thereof to be held within 75 days after such receipt and suchdetermination is made at such meeting, or (ii) if the determination ofentitlement to indemnification is to be made by Special Legal Counsel pursuantto paragraph 6(B) of this Agreement.

 

7. **PRESUMPTIONS**

(A)      In making a determination with respect toentitlement or authorization of indemnification hereunder, the person or entitymaking such determination shall presume that the Indemnitee is entitled to indemnificationunder this Agreement and the Indemnitors shall have the burden of proof toovercome such presumption.

(B)        The termination of any Proceeding by conviction, orupon a plea of nolo contendere or its equivalent, or an entry of an order ofprobation prior to judgment, creates a rebuttable presumption that theIndemnitee did not meet the requisite standard of conduct described herein forindemnification.

 

8. **REMEDIES**

(A)      In the event that: (i) a determination is madein accordance with the provisions of paragraph 6 that the Indemnitee is notentitled to indemnification under this Agreement, or (ii) advancement ofreasonable Expenses is not timely made pursuant to this Agreement, or (iii) paymentof indemnification due the Indemnitee under this Agreement is not timely made,the Indemnitee shall be entitled to an 

 

----

 

adjudicationin an appropriate court of competent jurisdiction of such Indemnitee’s entitlementto such indemnification or advancement of Expenses.

(B)        In the event that a determination shall have beenmade pursuant to paragraph 6 of this Agreement that the Indemnitee is notentitled to indemnification, any judicial proceeding commenced pursuant to thisparagraph 8 shall be conducted in all respects as a de novo trial on themerits. The fact that a determination had been made earlier pursuant toparagraph 6 of this Agreement that the Indemnitee was not entitled toindemnification shall not be taken into account in any judicial proceedingcommenced pursuant to this paragraph 8 and the Indemnitee shall not beprejudiced in any way by reason of that adverse determination. In any judicialproceeding commenced pursuant to this paragraph 8, the Indemnitors shall havethe burden of proving that the Indemnitee is not entitled to indemnification oradvancement of Expenses, as the case may be.

(C)        If a determination shall have been made or deemed tohave been made pursuant to this Agreement that the Indemnitee is entitled toindemnification, the Indemnitors shall be bound by such determination in anyjudicial proceeding commenced pursuant to this paragraph 8, absent: (i) amisstatement by the Indemnitee of a material fact, or an omission of a materialfact necessary to make the Indemnitee’s statement not materially misleading, inconnection with the request for indemnification, or (ii) a prohibition ofsuch indemnification under applicable law.

(D)       The Indemnitors shall be precluded from asserting inany judicial proceeding commenced pursuant to this paragraph 8 that theprocedures and presumptions of this Agreement are not valid, binding andenforceable and shall stipulate in any such court that the Indemnitors arebound by all the provisions of this Agreement.

(E)         In the event that the Indemnitee, pursuant to thisparagraph 8, seeks a judicial adjudication of such Indemnitee’s rights under,or to recover damages for breach of, this Agreement, if successful on themerits or otherwise as to all or less than all claims, issues or matters insuch judicial adjudication, the Indemnitee shall be entitled to recover fromthe Indemnitors, and shall be indemnified by the Indemnitors against, any andall reasonable Expenses actually incurred by such Indemnitee in connection witheach successfully resolved claim, issue or matter.

 

9. **NOTIFICATION AND DEFENSE OF CLAIMS**

 

TheIndemnitee agrees promptly to notify the Indemnitors in writing upon beingserved with any summons, citation, subpoena, complaint, indictment, information,or other document relating to any Proceeding or matter which may be subject toindemnification or advancement of Expenses covered hereunder, but the failureso to notify the Indemnitors will not relieve the Indemnitors from anyliability that the Indemnitors may have to Indemnitee under this Agreementunless the Indemnitors are materially prejudiced thereby. With respect to anysuch Proceeding as to which Indemnitee notifies the Indemnitors of thecommencement thereof:

 

(A)      The Indemnitors will be entitled to participatetherein at their own expense.

(B)        Except as otherwise provided below, the Indemnitorswill be entitled to assume the defense thereof, with counsel reasonablysatisfactory to Indemnitee. After notice from the Indemnitors to Indemnitee ofthe Indemnitors’ election so to assume the defense thereof, the Indemnitorswill not be liable to Indemnitee under this Agreement for any legal or otherexpenses subsequently incurred by Indemnitee in connection with the defensethereof other than reasonable costs of investigation or as otherwise providedbelow. Indemnitee shall have the right to employ Indemnitee’s own counsel insuch Proceeding, but the fees and disbursements of such counsel incurred afternotice from the Indemnitors of the Indemnitors’ assumption of the defensethereof shall be at the expense of Indemnitee unless (a) the employment bycounsel by Indemnitee has been authorized by the Indemnitors, (b) theIndemnitee shall have reasonably concluded that there may be a conflict ofinterest between the Indemnitors and the Indemnitee in the conduct of thedefense of such action, (c) such Proceeding seeks penalties or otherrelief against the Indemnitee with respect to which the Indemnitors could notprovide 

 

----

 

monetaryindemnification to the Indemnitee (such as injunctive relief or incarceration)or (d) the Indemnitors shall not in fact have employed counsel to assumethe defense of such action, in each of which cases the fees and disbursementsof counsel shall be at the expense of the Indemnitors. The Indemnitors shallnot be entitled to assume the defense of any Proceeding brought by or on behalfof the Indemnitors, or as to which Indemnitee shall have reached the conclusionspecified in clause (b) above, or which involves penalties or other reliefagainst Indemnitee of the type referred to in clause (c) above.

(C)        The Indemnitors shall not be liable to indemnifyIndemnitee under this Agreement for any amounts paid in settlement of anyaction or claim effected without the Indemnitors’ written consent. TheIndemnitors shall not settle any action or claim in any manner that wouldimpose any penalty or limitation on Indemnitee without Indemnitee’s writtenconsent. Neither the Indemnitors nor Indemnitee will unreasonably withhold ordelay consent to any proposed settlement.

 

10. **NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCESUBROGATION**

(A)      The rights of indemnification and to receiveadvancement of reasonable Expenses as provided by this Agreement shall not bedeemed exclusive of any other rights to which the Indemnitee may at any time beentitled under applicable law, the Declaration of Trust, the Bylaws, theOperating Partnership’s Partnership Agreement, any other agreement, a vote ofshareholders, a resolution of the Board of Trustees or otherwise, except thatany payments otherwise required to be made by the Indemnitors hereunder shallbe offset by any and all amounts received by the Indemnitee from any otherindemnitor or under one or more liability insurance policies maintained by anindemnitor or otherwise and shall not be duplicative of any other paymentsreceived by an Indemnitee from the Indemnitors in respect of the matter givingrise to the indemnity hereunder. No amendment, alteration or repeal of thisAgreement or any provision hereof shall be effective as to the Indemnitee withrespect to any action taken or omitted by the Indemnitee as a member of theBoard of Trustees prior to such amendment, alteration or repeal.

(B)        To the extent that the Company maintains aninsurance policy or policies providing liability insurance for trustees andofficers of the Company, the Indemnitee shall be covered by such policy orpolicies in accordance with its or their terms to the maximum extent of thecoverage available and upon any “Change in Control” the Company shall usecommercially reasonable efforts to obtain or arrange for continuation and/or “tail”coverage for the Indemnitee to the maximum extent obtainable at such time.

(C)        In the event of any payment under this Agreement,the Indemnitors shall be subrogated to the extent of such payment to all of therights of recovery of the Indemnitee, who shall execute all papers required andtake all actions necessary to secure such rights, including execution of suchdocuments as are necessary to enable the Indemnitors to bring suit to enforcesuch rights.

(D)       The Indemnitors shall not be liable under thisAgreement to make any payment of amounts otherwise indemnifiable hereunder ifand to the extent that the Indemnitee has otherwise actually received suchpayment under any insurance policy, contract, agreement, or otherwise.

 

11. **CONTINUATION OF INDEMNITY**

(A)      All agreements and obligations of the Indemnitorscontained herein shall continue during the period the Indemnitee is an officeror a member of the Board of Trustees of the Company and shall continuethereafter so long as the Indemnitee shall be subject to any threatened,pending or completed Proceeding by reason of such Indemnitee’s Corporate Statusand during the period of statute of limitations for any act or omissionoccurring during the Indemnitee’s term of Corporate Status. This Agreementshall be binding upon the Indemnitors and their respective successors andassigns and shall inure to the benefit of the Indemnitee and such Indemnitee’sheirs, executors and administrators.

(B)        The Company and the Operating Partnership shallrequire and cause any successor (whether direct or indirect by purchase,merger, consolidation or otherwise) to all, substantially all or a substantialpart, of the business and/or assets of the Company or the OperatingPartnership, by written agreement in form and substance reasonably satisfactoryto the Indemnitee, expressly to assume and agree to 

 

----

 

performthis Agreement in the same manner and to the same extent that the Company andthe Operating Partnership would be required to perform if no such successionhad taken place.

 

12. **SEVERABILITY**

 

Ifany provision or provisions of this Agreement shall be held to be invalid,illegal, or unenforceable for any reason whatsoever, (i) the validity,legality, and enforceability of the remaining provisions of this Agreement(including, without limitation, each portion of any paragraph of this Agreementcontaining any such provision held to be invalid, illegal, or unenforceable,that is not itself invalid, illegal, or unenforceable) shall not in any way beaffected or impaired thereby, and (ii) to the fullest extent possible, theprovisions of this Agreement (including, without limitation, each portion ofany paragraph of this Agreement containing any such provision held to beinvalid, illegal, or unenforceable, that is not itself invalid, illegal, orunenforceable) shall be construed so as to give effect to the intent manifestedby the provisions held invalid, illegal, or unenforceable.

 

13. **EXCEPTION TO RIGHT OFINDEMNIFICATION OR ADVANCEMENT OF EXPENSES**

 

Notwithstandingany other provisions of this Agreement, the Indemnitee shall not be entitled toindemnification or advancement of reasonable Expenses under this Agreement withrespect to any Proceeding initiated by such Indemnitee against the Indemnitorsother than a proceeding commenced pursuant to paragraph 8.

 

14. **NOTICE TO THE COMPANY SHAREHOLDERS**

 

Anyindemnification of, or advancement of reasonable Expenses, to an Indemnitee inaccordance with this Agreement, if arising out of a Proceeding by or in theright of the Company, shall be reported in writing to the shareholders of theCompany with the notice of the next Company shareholders’ meeting or prior tothe meeting.

 

15. **PAYMENT BY THE OPERATING PARTNERSHIP OF AMOUNTSREQUIRED TO BE PAID OR ADVANCED BY THE COMPANY**

 

Theobligations of the Company and the Operating Partnership under this Agreementshall be joint and several. The Operating Partnership shall promptly pay upondemand by the Company or the Indemnitee all amounts the Company is required topay or advance hereunder.

 

16. **HEADINGS**

 

Theheadings of the paragraph of this Agreement are inserted for convenience onlyand shall not be deemed to constitute part of this Agreement or to affect theconstruction thereof.

 

17. **MODIFICATION AND WAIVER**

 

Nosupplement, modification, or amendment of this Agreement shall be bindingunless executed in writing by each of the parties hereto. No waiver of any ofthe provisions of this Agreement shall be deemed or shall constitute a waiverof any other provisions hereof (whether or not similar) nor shall such waiverconstitute a continuing waiver.

 

----

 

18. **NOTICES**

 

Allnotices, requests, demands, and other communications hereunder shall be in writingand shall be deemed to have been duly given if (i) delivered by hand andreceipted for by the party to whom said notice or other communication shallhave been directed, or (ii) mailed by certified or registered mail withpostage prepaid, on the third business day after the date on which it is somailed, if so delivered or mailed, as the case may be, to the followingaddresses:

 

Ifto the Indemnitee, to the address set forth in the records of the Company.

 

Ifto the Indemnitors, to:

 

U-Store-ItTrust U-Store-It, L.P. 460 E. Swedesford Road, Suite 3000 Wayne, PA 19087 Attention:   Christopher M. MarrFax No.: 610-293-5720

 

witha copy (which shall not constitute notice) to:

 

U-Store-ItTrust 460 E. Swedesford Road, Suite 3000 Wayne, PA 19087 Attention: Chief Legal OfficerFax No.: 610-293-5720

 

orto such other address as may have been furnished to the Indemnitee by theIndemnitors or to the Indemnitors by the Indemnitee, as the case may be.

 

19. **GOVERNING LAW**

 

Theparties agree that this Agreement shall be governed by, and construed andenforced in accordance with, the laws of the State of Maryland, withoutapplication of the conflict of laws principles thereof.

 

20. **NO ASSIGNMENTS**

 

TheIndemnitee may not assign its rights or delegate obligations under thisAgreement without the prior written consent of the Indemnitors. Any assignmentor delegation in violation of this Section 20 shall be null and void.

 

21. **NO THIRD PARTY RIGHTS**

 

Nothingexpressed or referred to in this Agreement will be construed to give any personother than the parties to this Agreement any legal or equitable right, remedyor claim under or with respect to this Agreement or any provision of thisAgreement. This Agreement and all of its provisions are for the sole andexclusive benefit of the parties to this Agreement and their successors andpermitted assigns.

 

[REMAINDER OF PAGE IS BLANK]

 

----

 

22. **COUNTERPARTS**

 

ThisAgreement may be executed in two or more counterparts, each of which shall bedeemed an original, but all of which together constitute an agreement bindingon all of the parties hereto.

 

**IN WITNESS WHEREOF**, the parties hereto haveexecuted this Agreement as of the day and year first above written.

 

 
| ** ** | **U-STORE-IT TRUST**                                             |
|------------|------------------------------------------------------------------|
|       |                                                             |
|       | By:                                                              |  /s/ Jeffrey P. Foster |   |
|       | Name:  Jeffrey P. Foster                                         |
|       | Title:  Senior Vice President, Chief Legal Officer and Secretary |
|       |                                                             |
|       | **U-STORE-IT, L.P.**                                             |
|       |                                                             |
|       | By:  U-Store-It Trust, by its general partner                    |
|       |                                                             |
|       | By:                                                              |  /s/ Jeffrey P. Foster |   |
|       | Name:  Jeffrey P. Foster                                         |
|       | Title:  Senior Vice President, Chief Legal Officer and Secretary |
|       |                                                             |
|       | **INDEMNITEE:**                                                  |
| ** ** |                                                             |
|       | /s/  John F. Remondi                                             |   |
| ** ** | John  F. Remondi                                                 |
|            |                                                                  |  |  |  |

 

----