Exhibit 10.83


 


INDEMNIFICATION AGREEMENT


 


THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is entered into as of February
26, 2009, by and among U-Store-It Trust, a Maryland real estate investment
trust (the “Company”), U-Store-It, L.P., a Delaware limited partnership (the
“Operating Partnership” and together with the Company, the “Indemnitors”), and
Jeffrey P. Foster (the “Indemnitee”).


 


WHEREAS, the Indemnitee is an officer or a member of the Board of Trustees of
the Company and in such capacity is performing a valuable service for the
Company and the Operating Partnership;


 


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


 


WHEREAS,  the Declaration of Trust of the Company (the
“Declaration of Trust”) authorizes the Company to indemnify and advance
expenses to its officers and trustees to the maximum extent permitted 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 be indemnified by the Company to the maximum
extent permitted by Maryland law in effect from time to time and shall be
entitled to advancement of expenses consistent with Maryland law;


 


WHEREAS, the Company is the general partner of, and conducts substantially all
of its business through, the Operating Partnership;


 


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


 


WHEREAS, to induce the Indemnitee to provide services to the Company as an
officer or a member of the Board of Trustees, and to provide the Indemnitee
with specific contractual assurance that indemnification will be available to
the Indemnitee regardless of, among other things, any amendment to or
revocation of the Declaration of Trust, the Bylaws or the Partnership Agreement,
or any acquisition transaction relating to the Company, the Indemnitors desire
to provide the Indemnitee with protection against personal liability as set
forth herein;


 


NOW, THEREFORE, in consideration of the premises and the
covenants contained herein, the Indemnitors and the Indemnitee hereby agree as
follows:


 


1. DEFINITIONS


 


For
purposes of this Agreement:


 


(A)  “Change in Control” shall
mean


i.                  the dissolution or liquidation of the
Company;


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


 

















 


securities
of the surviving entity immediately thereafter;


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


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


v.     individuals who, as of the
date hereof, constitute the Board of Trustees (the “Incumbent Board”) cease for
any reason to constitute at least a majority of the Board of Trustees;
provided, however, that any individual becoming a trustee subsequent to the
date hereof whose election, or nomination for election by the Company’s
shareholders, was approved by a vote of at least a majority of the trustees
then comprising the Incumbent Board (either by a specific vote or by approval
of the proxy statement of the Company in which such person is named as a
nominee for trustee, without written objection to such nomination) shall be
considered as though such individual were a member of the Incumbent Board, but
excluding, for this purpose, any such individual whose initial assumption of
office occurs as a result of an actual or threatened election contest with
respect to the election or removal of trustees or other actual or threatened
solicitation of proxies or contests by or on behalf of a person other than the
Board of Trustees.


(B)        “Corporate Status” describes the status of a
person who is or was a trustee or officer of the Company (or of any domestic or
foreign predecessor entity of the Company in a merger, consolidation or other
transaction in which the predecessor’s interest ceased upon consummation of the
transaction) or is or was serving at the request of the Company (or any such
predecessor entity) as a director, officer, partner (limited or general),
member, trustee, employee or agent of any other foreign or domestic
corporation, partnership, joint venture, limited liability company, trust,
other enterprise (whether conducted for profit or not for profit) or employee
benefit plan. The Company (and any domestic or foreign predecessor entity of
the Company in a merger, consolidation or other transaction in which the
predecessor’s existence ceased upon consummation of the transaction) shall be
deemed to have requested the Indemnitee to serve an employee benefit plan where
the performance of the Indemnitee’s duties to the Company (or any such
predecessor entity) also imposes or imposed duties on, or otherwise involves or
involved services by, the Indemnitee to the plan or participants or
beneficiaries of the plan.


(C)        “Expenses” shall include all attorneys’ and
paralegals’ 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 disbursements
or expenses of the types customarily incurred in connection with prosecuting,
defending, preparing to prosecute or defend, investigating, or being or
preparing 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 Indemnitee
pursuant to paragraph 8 of this Agreement to enforce such Indemnitee’s rights
under this Agreement.


(E)         “Special Legal Counsel” means a law firm, or
a member of a law firm, that is experienced in matters of corporation law and
neither presently is, or in the past two years has been, retained to represent (i) the
Indemnitors or the Indemnitee in any matter material to either such party, or (ii) any
other party to the Proceeding giving rise to a claim for indemnification
hereunder.


 


2. INDEMNIFICATION


 


The
Indemnitee shall be entitled to the rights of indemnification provided in this
paragraph 2 and under applicable law, the Declaration of Trust, the Bylaws, the
Partnership Agreement, any other agreement, a vote of shareholders or
resolution of the Board of Trustees or otherwise if, by reason of such
Indemnitee’s 


 

















 


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


 


3.
EXPENSES OF A SUCCESSFUL PARTY


 


Without
limiting the effect of any other provision of this Agreement and without regard
to 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 final
non-appealable order, such Indemnitee shall be indemnified against all
reasonable Expenses actually incurred by such Indemnitee in connection
therewith. If the Indemnitee is not wholly successful in such Proceeding
pursuant to a final non-appealable order but is successful, on the merits or
otherwise, as to one or more but less than all claims, issues, or matters in
such Proceeding pursuant to a final non-appealable order, the Indemnitors shall
indemnify the Indemnitee against all reasonable Expenses actually incurred by
such Indemnitee in connection with each successfully resolved claim, issue or
matter. For purposes of this paragraph and without limitation, the termination
of any claim, issue or matter in such Proceeding by dismissal, with or without
prejudice, shall be deemed to be a successful result as to such claim, issue or
matter.


 


4. ADVANCEMENT OF EXPENSES


 


The
Indemnitors shall advance all reasonable Expenses incurred by the Indemnitee in
connection with any Proceeding within 20 days after the receipt by the
Indemnitors of a statement from the Indemnitee requesting such advance from
time to time, whether prior to or after final disposition of such Proceeding.
Such statement shall reasonably evidence the Expenses incurred or to be
incurred by the Indemnitee and shall include or be preceded or accompanied by (i) a
written affirmation by the Indemnitee of the Indemnitee’s good faith belief
that the standard of conduct necessary for indemnification by the Indemnitors
as authorized by this Agreement has been met and (ii) a written
undertaking by or on behalf of the Indemnitee to repay the amounts advanced if
it should ultimately be determined that the standard of conduct has not been
met. The undertaking required by clause (ii) of the immediately preceding
sentence shall be an unlimited general obligation of the Indemnitee but need
not be secured and may be accepted without reference to financial ability to
make the repayment.


 


5.
WITNESS EXPENSES


 


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


 


6. DETERMINATION OF ENTITLEMENT TO AND AUTHORIZATION OF
INDEMNIFICATION


 


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


 

















 


(B)        Indemnification under this Agreement may not
be made unless authorized for a specific Proceeding after a determination has
been made in accordance with this Section 6(B) that indemnification
of the Indemnitee is permissible in the circumstances because the Indemnitee
has met the following standard of conduct: the Indemnitors shall indemnify the
Indemnitee in accordance with the provisions of paragraph 2 hereof, unless it
is established that: (a) the act or omission of the Indemnitee was
material to the matter giving rise to the Proceeding and (x) was committed
in bad faith or (y) was the result of active and deliberate dishonesty; (b) the
Indemnitee actually received an improper personal benefit in money, property or
services; or (c) in the case of any criminal proceeding, the Indemnitee
had reasonable cause to believe that the act or omission was unlawful. Upon
receipt by the Indemnitors of the Indemnitee’s written request for
indemnification pursuant to subparagraph 6(A), a determination as to whether
the applicable standard of conduct has been met shall be made within the period
specified in paragraph 6(E): (i) if a Change in Control shall have
occurred, by Special Legal Counsel in a written opinion to the Board of
Trustees, a copy of which shall be delivered to the Indemnitee, with Special
Legal Counsel selected by the Indemnitee (unless the Indemnitee shall request
that such determination be made by the person or persons and in the manner
provided in clause (ii) of this paragraph 6(B), in which event the
provisions of such clause (ii) shall apply) (If the Indemnitee selects
Special Legal Counsel to make the determination under this clause (i), the
Indemnitee shall give prompt written notice to the Indemnitors advising them of
the identity of the Special Legal Counsel so selected); or (ii) if a
Change in Control shall not have occurred, (A) by the Board of Trustees by
a majority vote of a quorum consisting of trustees not, at the time, parties to
the Proceeding, or, if such quorum cannot be obtained, then by a majority vote
of a committee of the Board of Trustees consisting solely of two or more
trustees not, at the time, parties to such Proceeding and who were duly
designated to act in the matter by a majority vote of the full Board of
Trustees in which the designated trustees who are parties may participate, (B) by
Special Legal Counsel in a written opinion to the Board of Trustees, a copy of
which shall be delivered to the Indemnitee, with Special Legal Counsel selected
by the Board of Trustees or a committee of the Board of Trustees by vote as set
forth in subparagraph (ii)(A) of this paragraph 6(B), or, if the requisite
quorum of the full Board of Trustees cannot be obtained therefor and the
committee cannot be established, by a majority of the full Board of Trustees in
which trustees who are parties to the Proceeding may participate (If the
Indemnitors select Special Legal Counsel to make the determination under this
clause (ii), the Indemnitors shall give prompt written notice to the Indemnitee
advising 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 the
Indemnitee is entitled to indemnification, payment to the Indemnitee shall be
made within 10 days after such determination. Authorization of indemnification
and determination as to reasonableness of Expenses shall be made in the same manner
as the determination that indemnification is permissible. However, if the
determination that indemnification is permissible is made by Special Legal
Counsel under clause (B) above, authorization of indemnification and
determination as to reasonableness of Expenses shall be made in the manner
specified under clause (B) above for the selection of such Special Legal
Counsel.


(C)        The Indemnitee shall cooperate with the
person or entity making such determination with respect to the Indemnitee’s
entitlement to indemnification, including providing upon reasonable advance
request any documentation or information which is not privileged or otherwise
protected from disclosure and which is reasonably available to the Indemnitee
and reasonably necessary to such determination. Any reasonable costs or
expenses (including reasonable attorneys’ fees and disbursements) incurred by
the Indemnitee in so cooperating shall be borne by the Indemnitors
(irrespective of the determination as to the Indemnitee’s entitlement to indemnification)
and the Indemnitors hereby indemnify and agree to hold the Indemnitee’s
harmless therefrom.


(D)       In the event the determination of entitlement
to indemnification 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 days after such written notice of selection shall have been given,
deliver to the Indemnitors or to the Indemnitee, as the case may be, a written
objection to such selection. Such objection may be asserted only on the grounds
that the Special Legal Counsel so selected does not 


 

















 


meet
the requirements of “Special Legal Counsel” as defined in paragraph 1 of this
Agreement. If such written objection is made, the Special Legal Counsel so selected
may not serve as Special Legal Counsel until a court has determined that such
objection is without merit. If, within 20 days after submission by the
Indemnitee of a written request for indemnification pursuant to paragraph 6(A) hereof,
no Special Legal Counsel shall have been selected or, if selected, shall have
been objected to, either the Indemnitors or the Indemnitee may petition a court
for resolution of any objection which shall have been made by the Indemnitors
or the Indemnitee to the other’s selection of Special Legal Counsel and/or for
the appointment as Special Legal Counsel of a person selected by the court or
by such other person as the court shall designate, and the person with respect
to whom an objection is so resolved or the person so appointed shall act as
Special Legal Counsel under paragraph 6(B) hereof. The Indemnitors shall
pay all reasonable fees and expenses of Special Legal Counsel incurred in
connection with acting pursuant to paragraph 6(B) hereof, and all
reasonable fees and expenses incident to the selection of such Special Legal
Counsel pursuant to this paragraph 6(D). In the event that a determination of
entitlement to indemnification is to be made by Special Legal Counsel and such
determination shall not have been made and delivered in a written opinion
within ninety (90) days after the receipt by the Indemnitors of the
Indemnitee’s request in accordance with paragraph 6(A), upon the due
commencement of any judicial proceeding in accordance with paragraph 8(A) of
this Agreement, Special Legal Counsel shall be discharged and relieved of any
further responsibility in such capacity.


 


(E)         If the person or entity making the
determination whether the Indemnitee is entitled to indemnification shall not
have made a determination within 60 days after receipt by the Indemnitors
of the request therefor, the requisite determination of entitlement to
indemnification shall be deemed to have been made and the Indemnitee shall be
entitled to such indemnification, absent: (i) a misstatement by the
Indemnitee of a material fact, or an omission of a material fact necessary to
make the Indemnitee’s statement not materially misleading, in connection with
the request for indemnification, or (ii) a prohibition of such
indemnification under 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 said determination in good faith requires additional time for the
obtaining or evaluating of documentation and/or information relating thereto.
The foregoing provisions of this paragraph 6(E) shall not apply: (i) if
the determination of entitlement to indemnification is to be made by the
shareholders and if within 15 days after receipt by the Indemnitors of the
request for such determination the Board of Trustees resolves to submit such
determination to the shareholders for consideration at an annual or special
meeting thereof to be held within 75 days after such receipt and such
determination is made at such meeting, or (ii) if the determination of
entitlement to indemnification is to be made by Special Legal Counsel pursuant
to paragraph 6(B) of this Agreement.


 


7. PRESUMPTIONS


 


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


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


 


8. REMEDIES


 


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


 

















 


adjudication
in an appropriate court of competent jurisdiction of such Indemnitee’s
entitlement to such indemnification or advancement of Expenses.


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


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


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


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


 


9. NOTIFICATION AND DEFENSE OF CLAIMS


 


The
Indemnitee agrees promptly to notify the Indemnitors in writing upon being
served with any summons, citation, subpoena, complaint, indictment, information,
or other document relating to any Proceeding or matter which may be subject to
indemnification or advancement of Expenses covered hereunder, but the failure
so to notify the Indemnitors will not relieve the Indemnitors from any
liability that the Indemnitors may have to Indemnitee under this Agreement
unless the Indemnitors are materially prejudiced thereby. With respect to any
such Proceeding as to which Indemnitee notifies the Indemnitors of the
commencement thereof:


 


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


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


 

















 


monetary
indemnification to the Indemnitee (such as injunctive relief or incarceration)
or (d) the Indemnitors shall not in fact have employed counsel to assume
the defense of such action, in each of which cases the fees and disbursements
of counsel shall be at the expense of the Indemnitors. The Indemnitors shall
not be entitled to assume the defense of any Proceeding brought by or on behalf
of the Indemnitors, or as to which Indemnitee shall have reached the conclusion
specified in clause (b) above, or which involves penalties or other relief
against Indemnitee of the type referred to in clause (c) above.


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


 


10. NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE
SUBROGATION


 


(A)      The rights of indemnification and to receive
advancement of reasonable Expenses as provided by this Agreement shall not be
deemed exclusive of any other rights to which the Indemnitee may at any time be
entitled under applicable law, the Declaration of Trust, the Bylaws, the
Operating Partnership’s Partnership Agreement, any other agreement, a vote of
shareholders, a resolution of the Board of Trustees or otherwise, except that
any payments otherwise required to be made by the Indemnitors hereunder shall
be offset by any and all amounts received by the Indemnitee from any other
indemnitor or under one or more liability insurance policies maintained by an indemnitor
or otherwise and shall not be duplicative of any other payments received by an
Indemnitee from the Indemnitors in respect of the matter giving rise to the
indemnity hereunder. No amendment, alteration or repeal of this Agreement or
any provision hereof shall be effective as to the Indemnitee with respect to
any action taken or omitted by the Indemnitee as a member of the Board of
Trustees prior to such amendment, alteration or repeal.


(B)        To the extent that the Company maintains an
insurance policy or policies providing liability insurance for trustees and
officers of the Company, the Indemnitee shall be covered by such policy or
policies in accordance with its or their terms to the maximum extent of the
coverage available and upon any “Change in Control” the Company shall use
commercially 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 the rights of recovery of the Indemnitee, who shall execute all papers
required and take all actions necessary to secure such rights, including
execution of such documents as are necessary to enable the Indemnitors to bring
suit to enforce such rights.


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


 


11. CONTINUATION OF INDEMNITY


 


(A)      All agreements and obligations of the
Indemnitors contained herein shall continue during the period the Indemnitee is
an officer or a member of the Board of Trustees of the Company and shall
continue thereafter so long as the Indemnitee shall be subject to any
threatened, pending or completed Proceeding by reason of such Indemnitee’s
Corporate Status and during the period of statute of limitations for any act or
omission occurring during the Indemnitee’s term of Corporate Status. This
Agreement shall be binding upon the Indemnitors and their respective successors
and assigns and shall inure to the benefit of the Indemnitee and such
Indemnitee’s heirs, executors and administrators.


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


 

















 


perform
this Agreement in the same manner and to the same extent that the Company and
the Operating Partnership would be required to perform if no such succession
had taken place.


 


12. SEVERABILITY


 


If
any 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 Agreement
containing any such provision held to be invalid, illegal, or unenforceable,
that is not itself invalid, illegal, or unenforceable) shall not in any way be
affected or impaired thereby, and (ii) to the fullest extent possible, the
provisions of this Agreement (including, without limitation, each portion of
any paragraph of this Agreement containing any such provision held to be
invalid, illegal, or unenforceable, that is not itself invalid, illegal, or
unenforceable) shall be construed so as to give effect to the intent manifested
by the provisions held invalid, illegal, or unenforceable.


 


13. EXCEPTION TO RIGHT OF INDEMNIFICATION OR ADVANCEMENT
OF EXPENSES


 


Notwithstanding
any other provisions of this Agreement, the Indemnitee shall not be entitled to
indemnification or advancement of reasonable Expenses under this Agreement with
respect to any Proceeding initiated by such Indemnitee against the Indemnitors
other than a proceeding commenced pursuant to paragraph 8.


 


14. NOTICE TO THE COMPANY SHAREHOLDERS


 


Any
indemnification of, or advancement of reasonable Expenses, to an Indemnitee in
accordance with this Agreement, if arising out of a Proceeding by or in the
right of the Company, shall be reported in writing to the shareholders of the
Company with the notice of the next Company shareholders’ meeting or prior to
the meeting.


 


15. PAYMENT BY THE OPERATING PARTNERSHIP OF AMOUNTS
REQUIRED TO BE PAID OR ADVANCED BY THE COMPANY


 


The
obligations of the Company and the Operating Partnership under this Agreement
shall be joint and several. The Operating Partnership shall promptly pay upon demand
by the Company or the Indemnitee all amounts the Company is required to pay or
advance hereunder.


 


16. HEADINGS


 


The
headings of the paragraph of this Agreement are inserted for convenience only
and shall not be deemed to constitute part of this Agreement or to affect the
construction thereof.


 


17. MODIFICATION AND WAIVER


 


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


 

















 


18. NOTICES


 


All
notices, requests, demands, and other communications hereunder shall be in
writing and shall be deemed to have been duly given if (i) delivered by
hand and receipted for by the party to whom said notice or other communication
shall have been directed, or (ii) mailed by certified or registered mail
with postage prepaid, on the third business day after the date on which it is
so mailed, if so delivered or mailed, as the case may be, to the following
addresses:


 


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


 


If
to the Indemnitors, to:


 


U-Store-It
Trust 


U-Store-It,
L.P. 


460
E. Swedesford Road, Suite 3000 


Wayne,
PA 19087 


Attention:



Fax
No.: 610/


 


with
a copy (which shall not constitute notice) to:


 


U-Store-It
Trust 


460
E. Swedesford Road, Suite 3000 


Wayne,
PA 19087 


Attention:



Fax
No.: 610/


 


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


 


19. GOVERNING LAW


 


The
parties agree that this Agreement shall be governed by, and construed and
enforced in accordance with, the laws of the State of Maryland, without
application of the conflict of laws principles thereof.


 


20. NO ASSIGNMENTS


 


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


 


21. NO THIRD PARTY RIGHTS


 


Nothing
expressed or referred to in this Agreement will be construed to give any person
other than the parties to this Agreement any legal or equitable right, remedy
or claim under or with respect to this Agreement or any provision of this
Agreement. This Agreement and all of its provisions are for the sole and
exclusive benefit of the parties to this Agreement and their successors and
permitted assigns.


 


22. COUNTERPARTS


 


This
Agreement may be executed in two or more counterparts, each of which shall be
deemed an original, but all of which together constitute an agreement binding
on all of the parties hereto.


 

















 


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


 


	
  U-STORE-IT
  TRUST

  
	
   

  
	
  By:

  	
  /s/ Christopher P. Marr

  
	
  Name: Christopher P. Marr

  
	
  Title: President and Chief
  Investment Officer

  
	
   

  
	
  U-STORE-IT,
  L.P.

  
	
   

  
	
  By: U-Store-It Trust, by
  its general partner

  
	
   

  
	
  By:

  	
  /s/ Christopher P. Marr

  
	
  Name: Christopher P. Marr

  
	
  Title: President and Chief
  Investment Officer

  
	
   

  
	
  INDEMNITEE:

  
	
   

  
	
  By:

  	
  /s/ Jeffrey P. Foster

  
	
  Name: Jeffrey P. Foster

  
	
  Title: Senior Vice
  President and Chief Legal Officer