Exhibit
10.62


NONCOMPETITION AGREEMENT


THIS NONCOMPETITION AGREEMENT (this “Agreement”) is entered into as of December 11, 2006, by and
between U-STORE-IT TRUST, a Maryland real estate investment trust (the “Company”), and Timothy M. Martin (the “Executive”).


WHEREAS, concurrently with the execution and
delivery of this Agreement, the Company and the Executive are entering into an
Employment Agreement dated as of the date hereof, pursuant to which, among
other things, the Company has agreed to employ the Executive, and the Executive
has agreed to be employed by the Company, in accordance with the terms thereof
(the “Employment Agreement”); and


WHEREAS, the Company and the Executive agree that the
Executive will not engage in competition with the Company and will refrain from
taking certain other actions pursuant to the terms and conditions hereof in an
effort to protect the Company’s legitimate business interests and goodwill and
for other business purposes.


NOW, THEREFORE, in consideration of the foregoing and
other good and valuable consideration, the receipt and sufficiency of which
hereby are acknowledged, the parties hereto agree as follows:


1.             Noncompetition. 
The Executive agrees with the Company that for the longer of (i) the three-year
period beginning on the date of this Agreement or (ii) the period
during which the Executive is employed by, or serving as an officer or trustee
or director of, the Company, U-Store-It, L.P., a Delaware
limited partnership, of which the Company is the general partner or any of their
direct or indirect subsidiaries (collectively, the “REIT”), and for one year thereafter (the “Restricted Period”), the
Executive will not, (a) directly or indirectly, engage in any business
involving self-storage facility development, construction, acquisition or
operation, whether such business is conducted by the Executive individually or
as a principal, partner, member, stockholder, director, trustee, officer,
employee or independent contractor of any Person (as defined below) or (b) own
any interests in any self-storage facilities, in each case in the United States
of America; provided, however, that this Section 1
shall not be deemed to prohibit the direct or indirect ownership by the
Executive of up to five percent of the outstanding equity interests of any
public company.  For purposes of this Agreement, “Person” means any individual, firm, corporation,
partnership, company, limited liability company, trust, joint venture,
association or other entity.


2.             Nonsolicitation. The Executive agrees with the
Company that for the longer of (i) the three-year period beginning on the date
of this Agreement or













(ii) the period during which the
Executive is employed by, or serving as an officer or trustee or director of,
the REIT,
and for two years thereafter, such Executive will not (a) directly or
indirectly solicit, induce or encourage any employee or independent contractor
to terminate their employment with the REIT or to cease rendering services to
the REIT, and the Executive shall not initiate discussions with any such Person
for any such purpose or authorize or knowingly cooperate with the taking of any
such actions by any other Person, or (b) hire (on behalf of the Executive or
any other person or entity) any employee or independent contractor who has left
the employment or other service of the REIT (or any predecessor thereof) within
one year of the termination of such employee’s or independent contractor’s
employment or other service with the REIT.


3.             Reasonable
and Necessary Restrictions.  The Executive
acknowledges that the restrictions, prohibitions and other provisions hereof, including,
without limitation, the Restricted Period set forth in Section 2, are
reasonable, fair and equitable in terms of duration, scope and geographic area,
are necessary to protect the legitimate business interests of the REIT, and are
a material inducement to the Company to enter into this Agreement and the
Employment Agreement.


4.             Specific
Performance.  The Executive
acknowledges that the obligations undertaken by such Executive pursuant to this
Agreement are unique and that the Company likely will have no adequate remedy
at law if the Executive shall fail to perform any of such Executive’s
obligations hereunder, and the Executive therefore confirms that the Company’s
right to specific performance of the terms of this Agreement is essential to
protect the rights and interests of the Company.  Accordingly, in addition to any other
remedies that the Company may have at law or in equity, the Company shall have
the right to have all obligations, covenants, agreements and other provisions
of this Agreement specifically performed by the Executive, and the Company
shall have the right to obtain preliminary and permanent injunctive relief to
secure specific performance and to prevent a breach or contemplated breach of
this Agreement by the Executive. 
Further, the Executive agrees to indemnify and hold harmless the Company
from and against any reasonable costs and expenses incurred by the Company as a
result of any breach of this Agreement by such Executive, and in enforcing and
preserving the Company’s rights under this Agreement, including, without
limitation, the Company’s reasonable attorneys’ fees.  The Executive hereby acknowledges and agrees
that the Company shall not be required to post bond as a condition to obtaining
or exercising such remedies, and the Executive hereby waives any such
requirement or condition.  If the
Executive is the prevailing party in any action in which the Company seeks to
enforce its rights under this Agreement, the Company agrees to indemnify and
hold harmless the Executive from and against any reasonable costs and expenses
incurred by the Executive as a result of such action, including, without
limitation, the Executive’s reasonable attorneys’ fees.



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5.             Miscellaneous Provisions.


5.1           Assignment;
Binding Effect.  This Agreement may
not be assigned by the Executive, but may be assigned by the Company to any
successor to its business and will inure to the benefit of and be binding upon
any such successor.  Subject to the
foregoing provisions restricting assignment, all covenants and agreements in
this Agreement by or on behalf of any of the parties hereto shall bind and
inure to the benefit of the respective successors, assigns, heirs, and personal
representatives.


5.2           Entire
Agreement.  This Agreement, together
with the Employment Agreement, constitutes the entire agreement between the
parties hereto with respect to the matters set forth herein and supersedes and
renders of no force and effect all prior oral or written agreements,
commitments and understandings among the parties with respect to the matters
set forth herein.  This Section 5.2 shall
not be used to limit or restrict the rights or remedies, whether express or
implied, of any noncompetition or nonsolicitation policies of the REIT
applicable to the Executive.


5.3           Amendment.  Except as otherwise expressly provided in
this Agreement, no amendment, modification or discharge of this Agreement shall
be valid or binding unless set forth in writing and duly executed by each of
the parties hereto.


5.4           Waivers.  No waiver by a party hereto shall be
effective unless made in a written instrument duly executed by the party
against whom such waiver is sought to be enforced, and only to the extent set
forth in such instrument.  Neither the
waiver by either of the parties hereto of a breach or a default under any of
the provisions of this Agreement, nor the failure of either of the parties, on
one or more occasions, to enforce any of the provisions of this Agreement or to
exercise any right or privilege hereunder shall thereafter be construed as a
waiver of any subsequent breach or default of a similar nature, or as a waiver
of any such provisions, rights or privileges hereunder.


5.5           Severability.  If fulfillment of any provision of this
Agreement, at the time such fulfillment shall be due, shall transcend the limit
of validity prescribed by law, then the obligation to be fulfilled shall be
reduced to the limit of such validity; and if any clause or provision contained
in this Agreement operates or would operate to invalidate this Agreement, in
whole or in part, then such clause or provision only shall be held ineffective,
as though not herein contained, and the remainder of this Agreement shall
remain operative and in full force and effect. Notwithstanding the foregoing,
in the event that the restrictions against engaging in competitive activity
contained in this Agreement shall be determined by any court of competent
jurisdiction to be unenforceable by reason of their extending for too great a
period of time or over too great a geographical area or



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by reason of their being too extensive or unreasonable
in any other respect, the Agreement shall be interpreted to extend only over
the maximum period of time for which it may be enforceable and over the maximum
geographical area as to which it may be enforceable and to the maximum extent
in all other respects as to which it may be enforceable, all as determined by
such court in such action and the court may limit the application of any other
provision or covenant, or modify any such term, provision or covenant and
proceed to enforce this Agreement as so limited or modified.  To the extent necessary, the parties shall
revise the Agreement and enter into an appropriate amendment to the extent
necessary to implement any of the foregoing.


5.6           Governing
Law; Jurisdiction.  This Agreement,
the rights and obligations of the parties hereto, and any claims or disputes
relating thereto, shall be governed by and construed in accordance with the
laws of the State of Ohio, but not including the choice-of-law
rules thereof.


5.7           Headings.  Section and subsection headings contained in
this Agreement are inserted for convenience of reference only, shall not be
deemed to be a part of this Agreement for any purpose, and shall not in any way
define or affect the meaning, construction or scope of any of the provisions
hereof.


5.8           Executive’s
Acknowledgement.  The Executive
acknowledges (i) that he has had the opportunity to consult with independent
counsel of his own choice concerning this Agreement, and (ii) that he has read
and understands this Agreement, is fully aware of its legal effect, and has
entered into it freely based on his own judgment.


5.9           Notices.  All notices, requests, demands, and other
communications hereunder shall be in writing and shall be deemed to have been
delivered (i) when physically received by personal delivery (which shall
include the confirmed receipt of a telecopied facsimile transmission), or
(ii) three business days after being deposited in the United States
certified or registered mail, return receipt requested, postage prepaid or
(iii) one business day after being deposited with a nationally known
commercial courier service providing next day delivery service (such as Federal
Express), to the following addresses:


(i)                                     if to the Executive, to the address set forth
in the records of the Company; and



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(ii)                                  if to the Company,


U-Store-It Trust


6745 Engle Road


Suite 300


Middleburg Heights, OH 44130


Attn: Dean Jernigan


Facsimile
No.: (440) 234-8776


with
a copy to:


U-Store-It Trust


6745 Engle Road


Suite 300


Middleburg Heights, OH 44130


Attn: 
Kathleen A. Weigand


Facsimile
No.: (440) 260-2397


5.10         Execution
in Counterparts.  To facilitate
execution, this Agreement may be executed in as many counterparts as may be
required.  It shall not be necessary that
the signature of or on behalf of each party appears on each counterpart, but it
shall be sufficient that the signature of or on behalf of each party appears on
one or more of the counterparts.  All
counterparts shall collectively constitute a single agreement.


IN WITNESS WHEREOF, each of the undersigned has
executed and delivered this Agreement, or caused this Agreement to be duly
executed on its behalf, as of the date first set forth above.


	
   

  	
  THE EXECUTIVE:

  
	
   

  	
   

  
	
   

  	
  Timothy M. Martin

  
	
   

  	
  Timothy M. Martin

  
	
   

  	
   

  
	
   

  	
  THE COMPANY:

  
	
   

  	
   

  
	
   

  	
  U-STORE-IT TRUST

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Dean Jernigan

  
	
   

  	
  Name:

  	
  Dean Jernigan

  
	
   

  	
  Title:

  	
  President and Chief Executive Officer

  
				



 


 



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