exv10w9



 





Exhibit 10.9



PROPERTY MANAGEMENT AGREEMENT




      PROPERTY MANAGEMENT AGREEMENT (this “Agreement”) made as of the 27th day
of October 2004, by and between Rising Tide Development, LLC, an Ohio limited
liability company (“Owner”), and YSI Management LLC, a Delaware limited
liability company (“Property Manager”).



      WHEREAS, Owner desires to retain the services of Property Manager, as an
independent contractor, in connection with the management and operation of
certain parcels of real estate identified on Exhibit A (each a
“Property” and collectively the “Properties”), and Property Manager desires to
assume such responsibilities, upon the terms and conditions set forth in this
Agreement; and



      WHEREAS, concurrently with the execution of this Agreement, Owner and
U-Store-It Mini Warehouse Co., an Ohio Corporation (“Service Provider”), are
entering into a Marketing and Ancillary Services Agreement (the “Ancillary
Services Agreement”), pursuant to which (i) Owner has retained the services of
Service Provider, as an independent contractor, in connection with providing
certain services related to the Properties (the “Ancillary Services”), and (ii)
Owner and Service Provider have terminated the Property Management Agreement
dated as of December 23, 2002, as amended (the “Existing Management
Agreement”), pursuant to which Service Provider previously provided both
management and ancillary services to Owner.



      NOW, THEREFORE, in consideration of the premises and the mutual promises
and covenants herein contained, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, Owner and
Property Manager agree as follows:



ARTICLE 1

APPOINTMENT




      Section 1.1 Appointment. Owner hereby engages Property Manager, as
an independent contractor, to manage and operate each Property, subject to the
terms and provisions of this Agreement and subject to the ultimate authority of
Owner.



ARTICLE 2

TERM OF AGREEMENT




      Section 2.1 Initial Term. The term of this Agreement shall
commence on the date hereof and, except as otherwise expressly provided herein,
shall continue for a period of four years or, if earlier, until the earlier of
(x) the expiration of the Option Term as described in the Option Agreement
dated as of October 27, 2004 between Owner and U-Store-It, L.P., a Delaware
limited partnership, and (y) the date on which all the Properties are sold or
otherwise disposed of. If at the end of such four year period, Owner hasn’t
sold all of the Properties, Owner will be entitled to extend this Agreement for
a period of up to one year with 60 days advance written notice.



 









 





      Section 2.2 Termination.



          (a) In the event of (i) Property Manager’s breach of this Agreement, which
breach materially and adversely affects Owner or the Properties and which, if
capable of cure, remains uncured for 30 days after written notice thereof, (ii)
the gross negligence, willful misconduct or fraud in the performance by
Property Manager of its obligations hereunder which, if capable of cure,
remains uncured for 30 days after written notice thereof, (iii) the filing by
Property Manager of a petition under any bankruptcy, insolvency or similar law
seeking dissolution, liquidation or reorganization, (iv) a general assignment
by Property Manager for the benefit of creditors or (v) the dissolution of
Property Manager, Owner shall have the right to terminate this Agreement upon
written notice to Property Manager in accordance with the notice provisions set
forth in Section 9.1, which termination shall be effective seven business days
after delivery of such written notice.



          (b) In the event of (i) Owner’s breach of this Agreement, which breach
materially and adversely affects Property Manager or the Properties and which,
if capable of cure, remains uncured for 30 days after written notice thereof,
(ii) the gross negligence, willful misconduct or fraud in the performance by
Owner of its obligations hereunder which, if capable of cure, remains uncured
for 30 days after written notice thereof, (iii) the filing by Owner of a
petition under any bankruptcy, insolvency or similar law seeking dissolution,
liquidation or reorganization, (iv) a general assignment by Owner for the
benefit of creditors or (v) the dissolution of Owner, Property Manager shall
have the right to terminate this Agreement upon written notice to Owner in
accordance with the notice provisions set forth in Section 9.1, which
termination shall be effective seven business days after delivery of such
written notice.



          (c) Notwithstanding anything to the contrary set forth herein, no
termination of this Agreement shall be effective unless and until Owner has
received the consent of any lender to Owner required under the terms of the
applicable loan documents.



      Section 2.3 Effect of Expiration or Termination. Any expiration or
termination of this Agreement shall in no way affect or impair any rights or
obligations which have accrued to either party hereto prior to such expiration
or termination, including without limitation the rights of Property Manager to
receive payments provided for hereunder accrued to the date of termination.
Immediately upon the expiration or termination of this Agreement, Property
Manager shall deliver to Owner all funds, including tenant security deposits,
tenant correspondence, property files, vendor invoices and books and records of
Owner related to the Properties then in possession or control of Property
Manager. Within 60 days following the expiration or termination of this
Agreement, Property Manager shall deliver to Owner a final accounting, in
writing, with respect to the operations of each Property.



ARTICLE 3

MANAGEMENT




      Section 3.1 General Management Duties. Subject to the availability
of funds provided under the Budget, the restrictions set forth in this
Agreement and Owner’s right to terminate this Agreement as to any Property or
all Properties, Property Manager shall manage and operate the business of the
Properties (other than the Marketing and Ancillary Services (as defined in the
Ancillary Services Agreement)) in a manner consistent with the management and
operation of



 









 







comparable properties and shall provide such services as are
customarily provided by a manager of comparable properties (but shall not
provide Marketing and Ancillary Services). Specifically, Property Manager
shall, at Owner’s expense, have the sole and exclusive authority to perform,
and shall perform (subject to the ultimate authority of Owner), the following
services and duties for Owner in a faithful, diligent and efficient manner:



          (a) timely prepare and deliver to Owner such accounting and operations
reports as and in the manner required pursuant to Owner’s standard reporting
requirements set forth in Owner’s partnership agreement, as amended from time
to time, or as otherwise may be required pursuant to any loan documents
applicable to Owner;



          (b) maintain businesslike relations with tenants of the Properties whose
service requests shall be received, considered and recorded in systematic
fashion in order to show the action taken with respect to each request;



          (c) exercise commercially reasonable efforts to collect all rents and
other sums and charges due from tenants, subtenants, licensees and
concessionaires of the Properties;



          (d) prepare or cause to be prepared for execution and filing by Owner all
forms, reports and returns, if any, required by all federal, state or local
laws in connection with unemployment insurance, workmen’s compensation
insurance, disability benefits, Social Security and other similar taxes now or
hereafter in effect; provided, however, that Property Manager shall not be
obligated to, and shall not, prepare any of Owner’s local, state or federal
income tax returns;



          (e) pay prior to delinquency all real estate taxes, sales tax, personal
property taxes and assessments levied against any Property, or any part
thereof, except if Property Manager is contesting such taxes and is permitted
under applicable law not to pay such taxes while they are being contested; and



          (f) perform such other acts as are reasonable, necessary and proper in the
discharge of its duties under this Agreement.



      Section 3.2 Budgets.



          (a) Property Manager shall prepare an annual operating budget (the “Annual
Budget”) for each fiscal year during the term hereof. The Annual Budget shall
include, without limitation, a reasonable description of each item of gross
income and expense. A proposed Annual Budget shall be submitted to Owner for
approval or disapproval at least 90 days prior to the commencement of each
fiscal year. Any comments or requested changes to the preliminary Annual
Budget shall be provided to Property Manager within 30 days after the receipt
thereof by Owner. A revised preliminary Annual Budget shall be prepared and
submitted to Owner within 15 days after Property Manager’s receipt of the
comments and requested changes. Once approved, it shall become the Annual
Budget for the next fiscal year. Until a final Annual Budget is approved,
Property Manager shall operate under the immediately preceding fiscal year’s
Annual Budget.



 









 





          (b) Property Manager shall pay all expenses according to the approved
Annual Budget, including the Management Fee (as defined below).
Notwithstanding any other provision in this Agreement, without the prior
written consent of Owner, Property Manager shall not incur or permit to be
incurred expenses under this Agreement (other than for emergency repairs as
provided in Section 3.6(a)) that exceed the aggregate amount allocated to the
applicable budget line items for payroll, on-site personnel, other operating
expenses, advertising and replacement reserves in the Annual Budget by more
than 15%. Property Manager shall promptly notify Owner whenever Property
Manager determines that the Annual Budget or any line item in the Annual Budget
is insufficient to cover the expenses of operating the Properties or the
applicable line item.



      Section 3.3 Reimbursable and Nonreimbursable Costs. All costs
incurred by Property Manager in the performance of its duties under this
Agreement that are in accordance with the approved Annual Budget or as
permitted by Section 3.2(b) hereof shall be reimbursed by Owner.
Notwithstanding any other provision herein or in the Annual Budget, the
following costs shall not be reimbursable by Owner to Property Manager:



          (a) costs relating to bookkeeping services required to be performed by
Property Manager hereunder;



          (b) salaries and payroll expenses of Property Manager’s employees,
including but not limited to regional managers, except for on-site personnel
located at a Property;



          (c) Property Manager’s off-site overhead and general administrative
expenses; and



          (d) costs of Property Manager’s principal and branch offices, if any.



      Section 3.4 Personnel.



          (a) Property Manager shall employ, supervise and discharge all employees
required in connection with the operation and management of the Property.
Employees of Property Manager shall include an on-site or shared on-site
property manager who is primarily responsible for overseeing the management of
the Property and who is experienced in the administration and operation of
self-storage facilities of the size, character and quality of the Property or,
in Property Manager’s judgment, is otherwise qualified to oversee the
management of the Property, and such other personnel as are required to operate
and maintain the Property. All such personnel shall be employees of Property
Manager or independent contractors. Property Manager shall provide and
maintain, so long as this Agreement is in force, worker’s compensation
insurance in full compliance with all applicable state and federal laws and
regulations covering all employees of Property Manager performing work in
respect of the business and operations. The granting of nonbudgeted employee
fringe benefits and plans not required by law or union contract shall be
subject to the prior written approval of Owner.



          (b) Property Manager shall use commercially reasonable efforts to comply
with all governmental antidiscrimination laws and shall not knowingly do any
act, or permit any act to be done that would constitute a violation of any such
law. Property Manager shall indemnify and hold Owner harmless from and against
any and all claims, penalties, liabilities



 









 







and expenses of whatever kind and nature which may be asserted by any
governmental body having authority or by any person claiming to be aggrieved by
reason of any act or failure to act by Property Manager in accordance with or
in violation of any antidiscrimination law provided that such act or failure to
act was not directed by Owner.



          (c) Owner shall indemnify and hold harmless from and against any and all
claims, penalties, liabilities and expenses of whatever kind and nature arising
out of the performance by Property Manager of its obligations and duties
hereunder.



      Section 3.5 Contracts and Supplies. Property Manager shall, at
Owner’s expense, at the lowest cost as in its judgment is consistent with good
quality, workmanship and service standards, enter into contracts on behalf of
Owner for the furnishing to the Properties of required utility services and any
other services and concessions which are required in connection with the
maintenance, repair and operation of the Properties. Property Manager shall
also place purchase orders for services and such equipment, supplies and other
personal property (collectively, “Personal Property”) as are necessary to
properly maintain the Properties. All such contracts and orders shall be
subject to the limitations set forth in the Annual Budget and this Agreement.
When taking bids or issuing purchase orders, Property Manager shall use all
reasonable efforts to secure for and credit to Owner any discounts, commissions
or rebates obtainable as a result of such purchases or services. Property
Manager shall use all reasonable efforts to make purchases and (where necessary
or desirable) let bids for necessary labor and materials at the lowest possible
cost as in its judgment is consistent with good quality, workmanship and
service standards. Property Manager shall not engage or contract with any
person or entity in which Property Manager or any of Property Manager’s
employees has a financial or other interest or with which Property Manager or
any of its employees is affiliated unless (a) the price of or fee therefor is
not higher than that which would have been charged as a result of bona fide
arms’ length negotiation for goods or services of comparable quality, and (b)
the person or entity engaged to perform such service is qualified to perform
such service.



      Section 3.6 Alterations, Repairs and Maintenance.



          (a) Property Manager shall, at Owner’s expense, perform or cause to be
performed all necessary or desirable repairs, maintenance, replacements and
improvements in and to the Properties subject to the limitations set forth in
the Annual Budget; provided, however, that no unbudgeted alterations, additions
or improvements involving a fundamental change in the character of any Property
or constituting a major new construction program shall be made without the
prior written approval of Owner. In addition, no unbudgeted expenditure in
excess of that permitted under Section 3.2(b) hereof shall be made for such
purposes without the prior written approval of Owner. However, emergency
repairs involving manifest danger to life or property, immediately necessary
for the preservation or the safety of a Property or for the safety of the
tenants of a Property or required to avoid the suspension of any necessary
service to a Property may be made by Property Manager without prior approval
and regardless of the cost limitations imposed by this Section 3.6(a); provided
that emergency repairs undertaken without the prior approval of Owner must be
confirmed in writing to Owner within 24 hours following the making of such
repairs.



          (b) In accordance with the terms of the approved Annual Budget and upon
written request and/or approval of Owner, Property Manager shall, from time to
time during the



 









 







term hereof, at Owner’s expense, make or cause to be made all required
capital improvements, replacements or repairs to the Properties.



          (c) Property Manager shall give Owner written notice of any material or
latent defect in any Property and all parts thereof known to Property Manager
promptly after such defect comes to Property Manager’s attention. Property
Manager shall make periodic visual inspections of the Properties. Property
Manager shall have no obligation to discover any such condition or make any
other inspections, but Property Manager shall be required to ascertain the
existence of any contractor/subcontractor warranty or guaranty and to submit a
request to the appropriate contractor/subcontractor to repair the defect as
necessary.



      Section 3.7 Licenses and Permits. Property Manager shall, at
Owner’s expense, attempt to obtain and maintain in the name of Owner all
licenses and permits required of Owner or Property Manager in connection with
the management and operation of each Property. Owner agrees to execute and
deliver any and all applications and other documents and to otherwise cooperate
with Property Manager in applying for, obtaining and maintaining such licenses
and permits.



      Section 3.8 Compliance with Laws. Property Manager shall use
commercially reasonable efforts to comply with all applicable laws, regulations
and requirements of any federal, state or municipal government having
jurisdiction with respect to the use or manner of use of any Property or the
maintenance or operation thereof.



      Section 3.9 Legal Proceedings. Property Manager shall cause to be
instituted, on behalf and in the name of Owner, any and all legal actions or
proceedings Property Manager deems necessary or advisable to collect charges,
rent or other income due to Owner with respect to any Property or to oust or
dispossess tenants 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 tenant, licensee, concessionaire or
occupant. In connection with such legal actions or proceedings, only legal
counsel designated by Owner shall be retained and all costs of such legal
actions or proceedings shall be borne by Owner.



      Section 3.10 Third Party Vendors. All third party vendors with
whom Property Manager enters into contracts on behalf of Owner for goods or
services costing in excess of $20,000 during any one year or for landscaping or
snowplowing services regardless of the cost thereof shall be required to submit
certificates (naming Owner as an additional insured) of insurance evidencing
that such vendor carries at least $300,000 in comprehensive general liability
insurance and in automobile/liability insurance and such workers compensation
insurance as may be required by statute in the state in which the Property is
located.



      Section 3.11 Leases. In accordance with the terms and provisions
of this Agreement, Property Manager shall use commercially reasonable efforts
to ensure that all tenants comply with the terms and provisions of their
leases, license agreements or rental contracts (the “Leases”) and shall take
customary actions to enforce the Leases.



      Section 3.12 Limitations on Activities. Notwithstanding anything
to the contrary expressed or implied in this Agreement, Property Manager shall
not, without the prior written consent of Owner, cause or permit income to be
generated from any Property for the account of



 









 







Owner other than (a) rents (excluding any rents the
determination of the amount of which depends in whole or in part on the income
or profits derived by any person from the property leased (other than an amount
based on a fixed percentage or percentages of gross receipts or sales)) for the
use of real property, including without limitation late charges, security
deposits, fees for nonsufficient fund returned checks, administration fees for
processing rental agreements, fees for the maintenance of common areas and
damages for defaults on rent payments (which may include income from auction
sales in the event of a default by the tenant and the sale of such tenant’s
property) and (b) interest on short term deposits. Without limiting the
foregoing, Property Manager shall specifically be prohibited from causing or
permitting to be generated from any Property for the account of Owner any (a)
income from the rendering of services to or for the benefit of any tenant,
including such services as are to be provided pursuant to the Ancillary
Services Agreement, (b) rents for the use of personal property (other than
personal property leased with real property where the rents attributable to the
personal property do not exceed 15% of the total rents from the real property
and the personal property subject to the Lease) or (c) income from the sale of
goods in the ordinary course of business. In addition, Property Manager shall
not, without the prior written consent of Owner, permit more than 25% of the
total leasable space in any Property to be leased to any person.



ARTICLE 4

MANAGEMENT FEE




      Section 4.1 Management Fee. As consideration for the performance
by Property Manager of all of its property management duties under this
Agreement, Owner agrees to pay to Property Manager for each Property subject to
this Agreement and each month during the term of this Agreement that such
Property is subject to this Agreement a property management fee equal to the
greater of 5.35% of Gross Receipts and $1,500 per Property per month (the
“Management Fee”). The Management Fee shall be paid not later than the 10th
day of the month following the month for which such fee is earned. “Gross
Receipts” means all receipts of every kind and nature derived by the Property
Manager from the operation of the Property during a specified period determined
on a cash basis, including without limitation rent, late fees and parking
charges, if any, paid by tenants of the Property in addition to basic rent,
proceeds of rent interruption insurance and tenant reimbursements, if any, for
operating expenses, taxes and insurance, but excluding (a) security deposits
(to the extent not applied to delinquent rents) and other refundable deposits,
(b) interest on bank accounts for the operation of the Property, (c) proceeds
from the sale or refinancing of the Property or any part thereof, (d) insurance
proceeds or dividends received from any insurance policies pertaining to
physical loss or damage to the Property or any part thereof (but not proceeds
of rent interruption insurance), (e) condemnation awards or payments received
in lieu of condemnation of the Property or any part thereof, and (f) any trade
discounts and rebates received in connection with the purchase of Personal
Property.



      Section 4.2 Payment of Management Fee. Provided that Property
Manager is not in default under this Agreement, Property Manager shall be
entitled to pay itself the monthly Management Fee from the Property bank
account referred to in Section 6.2.



 









 





ARTICLE 5

LEASING




      Section 5.1 Leasing Activities. Property Manager shall procure and
negotiate, on behalf of Owner, Leases for the renting of space of the
Properties. Property Manager shall establish rates and leasing policies for
each Property, which shall have commercially reasonable terms, and shall use
diligence and commercially reasonable efforts to lease space in the Property to
tenants in accordance with such rates and leasing policies. Property Manager
shall also perform such other services in connection with the efficient leasing
of the Property as Owner may from time to time direct. To the extent necessary
to obtain tenants for the Property, Property Manager shall, at Owner’s expense,
subject to the limitations set forth in the Annual Budget, advertise the
Property and conduct such promotional activities as it deems necessary and
appropriate.



      Section 5.2 Authority. Except as may otherwise be specifically
authorized by Owner in writing or by the Annual Budget, Property Manager shall
not be authorized to (a) execute any Leases or other agreements on behalf of
Owner for a term of less than 30 days or more than 18 months, (b) enter into
any agreement (except for Leases) that is not terminable upon 30 days’ notice
at the will of Owner, without penalty, payment or surcharge or (c) alter any
building or other structure on any Property in any material way, except as
provided in Section 3.6(a), it being expressly understood and agreed that the
warehouse structures may be reconfigured as and when necessary to accommodate
the storage needs of the tenants thereof and any such reconfiguration shall not
be deemed a material alteration hereunder.



ARTICLE 6

PROCEDURE FOR HANDLING

RECEIPTS AND OPERATING CAPITAL




      Section 6.1 Receipts. All monies received by Property Manager for
or on behalf of Owner in connection with the operation and management of a
Property shall be promptly deposited by Property Manager in a segregated
operating account or segregated accounts established in the Property’s name
(“Operating Accounts”). Periodically throughout the term of this Agreement,
but not less frequently than monthly, Property Manager shall transfer funds
from the Operating Accounts to such account(s) of Owner as Owner directs.
Property Manager may not (a) use funds from the Operating Accounts of the
Properties to pay costs and expenses attributable to any other property that
may be managed by Property Manager or (b) commingle the funds or assets in the
Operating Accounts or generated from the operations of the Properties with the
funds or assets in any accounts established in connection with the Property
Manager’s management of any other property or generated from the operations of
any other property.



      Section 6.2 Disbursements. Owner shall deposit and maintain
sufficient funds in the Operating Accounts, and Property Manager shall withdraw
and pay from the Operating Accounts such amounts at such times as the same are
required in connection with the management and operation of the Properties in
accordance with the provisions of this Agreement and the Annual Budget.



      Section 6.3 Authorized Signatories. Certain designated officers
and employees of Property Manager, approved by Owner and listed on Exhibit B,
shall be authorized signatories



 









 







on the Operating Accounts and shall have
authority to make withdrawals from the Operating Accounts. Property Manager
shall, at Owner’s expense, maintain throughout the term of this Agreement a
fidelity bond of not less than $100,000 covering all employees who are
authorized signatories on the Operating Accounts or who are handling Owner’s
assets and funds.



      Section 6.4 Security Deposits. All security deposits of tenants of
the Properties shall be maintained by Property Manager in such manner as Owner
shall approve and as required by the applicable state law.



ARTICLE 7

ACCOUNTING




      Section 7.1 Books and Records. Property Manager shall maintain, at
the central office of Property Manager, a comprehensive system of office
records, books, computer files and data and accounts pertaining to each
Property, which system shall be satisfactory to Owner and which system,
records, books, computer files and data and accounts shall be available for
examination, copying and audit by Owner and its agents, accountants and
attorneys during regular business hours. Property Manager shall preserve all
records, books, computer files and data and accounts for each Property and upon
termination of this Agreement shall deliver or make available to Owner such
records, books, computer files and data and accounts. All such records, books
and computer files and data and accounts shall, at all times, be the property
of Owner.



      Section 7.2 [Intentionally Omitted].



      Section 7.3 Audit. In the event that Owner requires an audit of
any Property, the audit shall be at Owner’s expense and Property Manager shall
cooperate with the auditors.



ARTICLE 8

INSURANCE




      Section 8.1 Insurance. Owner shall obtain insurance policies for
each Property in Owner’s name and at Owner’s expense, and Property Manager
shall be named as an additional insured party under such insurance policies.
Property Manager shall obtain a fidelity bond for its employees as provided in
Section 6.3.



ARTICLE 9

MISCELLANEOUS PROVISIONS




      Section 9.1 Notices. All notices, waivers, demands, requests or
other communications required or permitted hereunder shall, unless otherwise
expressly provided, be in writing and be deemed to have been properly given,
served and received (a) if delivered by messenger, when delivered, (b) if
mailed, two business days after deposit in the United States mail, certified or
registered, postage prepaid, return receipt requested, (c) if telexed,
telegraphed or telecopied, upon transmission or (d) if delivered by reputable
overnight express courier, freight prepaid, the next business day after delivery to such courier; in
every case addressed to the party to be notified as follows:



 









 





	 	 	 
	     To Property Manager:

	 	YSI Management LLC
	

	 	6745 Engle Road, Suite 300
	

	 	Middleburg Heights, OH 44130
	

	 	Attention of Todd C. Amsdell
	

	 	Telephone: 440/234-0700
	

	 	Facsimile: 440/234-8776
	 
	 	 
	     Owner:

	 	Rising Tide Development, LLC
	

	 	6745 Engle Road, Suite 300
	

	 	Middleburg Heights, Ohio 44130
	

	 	Attention of Todd C. Amsdell
	

	 	Telephone: 440/234-0700
	

	 	Facsimile: 440/234-8776






or to such other address(es) or addressee(s) as any party entitled to receive
notice hereunder shall designate to the others in the manner provided herein
for the service of notices. Rejection or refusal to accept or inability to
deliver because of changed address or because no notice of changed address was
given shall be deemed receipt.




      Section 9.2 Severability. If any term, covenant or condition of
this Agreement or the application thereof to any person or circumstance shall,
to any extent, be held to be invalid or unenforceable, the remainder of this
Agreement, or the application of such term, covenant or condition to persons or
circumstances other than those as to which it is held invalid or unenforceable,
shall not be affected thereby, and each term, covenant or condition of this
Agreement shall be valid and shall be enforced to the fullest extent permitted
by law.



      Section 9.3 Modification, Termination. This Agreement may be
amended or modified only by a written instrument executed by Property Manager
and Owner.



      Section 9.4 Entire Agreement. This Agreement constitutes the
entire agreement between the parties hereto with respect to the subject matter
hereof.



      Section 9.5 Article and Section Headings. Article and Section
headings contained in this Agreement are for reference only and shall not be
deemed to have any substantive effect or to limit or define the provisions
contained herein.



      Section 9.6 Successors and Assigns. This Agreement shall be
binding on the parties hereto and their successors and permitted assigns.
Property Manager may not assign or otherwise transfer its interest in this
Agreement or its duties and obligations under this Agreement to any person
without the prior written consent of Owner, which consent may be granted or
withheld in Owner’s sole discretion. This Agreement is freely assignable by
Owner.



      Section 9.7 Governing Law. This Agreement shall be construed in
accordance with the internal laws of the State of Ohio.



      Section 9.8 No Third Party Beneficiaries. Subject to Section 9.9,
nothing in this Agreement, expressed or implied, is intended to confer any
rights or remedies upon any person, other than the parties hereto, their
respective successors and assigns.



 









 





      Section 9.9 Lender Provisions. Notwithstanding anything contained
in this Agreement to the contrary, during any period that Owner is a party to a
senior credit facility (the “Credit Facility”) with one or more third party
financial institutions (collectively, the “Lender”), Property Manager agrees
that:



          (a) this Agreement (including any occupancy rights of Property Manager,
whether set forth herein or otherwise) and the interests and estates created
hereby and the rights, privileges and powers of Property Manager hereunder,
shall be unconditionally made and at all times remain subject, subordinate and
inferior to any security deed, mortgage or similar security instrument secured
in the Credit Facility, and all the rights, privileges and powers of the
Lender, or any agent thereof, thereunder and to any and all renewals,
modifications, consolidations, replacements and extensions thereof;



          (b) without the prior written consent of Lender, Property Manager shall
have no right to assign, in whole or in part, its interest under this
Agreement, and any attempted or purported assignment without such prior written
consent shall be, at Lender’s sole and absolute discretion, void and of no
force or effect;



          (c) if any act or omission by Owner or any other circumstance (each such
act, omission, and circumstance, a “default or condition”) which would give
Property Manager the right, either immediately or after a lapse of time, with
or without notice, to terminate this Agreement or otherwise entitle Property
Manager to a claim, offset, defense or charge against Owner, shall occur or
exist, then Property Manager immediately upon knowledge of such event shall
give written notice of such default or condition to Lender, and notwithstanding
anything contained herein, Property Manager will not exercise any such right
unless and until 30 days have expired;



          (d) not to enforce, or otherwise claim the benefit of, any and all rights,
claims and liens which Property Manager may now or hereafter have in and to the
Property, including, without limitation, any rights, claims and liens of
Property Manager, or rights to file or have filed any liens, claims of lien,
pursuant to any applicable laws on or against said Property on account of any
services furnished or to be furnished by Property Manager; and



          (e) to take such steps and execute such documentation as may be required
by the Lender or Owner to implement and evidence any of the foregoing
provisions.



      Section 9.10 Amendment. This Agreement may not be amended except
by an instrument in writing signed by the parties, provided however that any
such amendment is subject to the pre-approval of a majority of the
“independent” members of the Board of Trustees of U-Store-It Trust (the
“Trust”) (as defined in the Trust’s Bylaws), a Maryland real estate investment
trust and affiliate of Owner and Property Manager, and no amendment may occur
without such pre-approval.



      Section 9.11 Termination of Existing Management Agreement.
Notwithstanding anything to the contrary in any document, each of Owner and
Property Manager acknowledge that the Existing Management Contract, pursuant to
the terms of the Ancillary Services Agreement and simultaneously with the
execution of this Agreement, will terminate, and that



 









 







any and all Ancillary
Services to be provided to the Properties subsequent to the date hereof shall
be provided by Service Provider pursuant to the terms of the Ancillary Services
Agreement attached hereto as Exhibit C.



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          IN WITNESS WHEREOF, this Agreement has been executed as of the date first
above written.


	 	 	 	 	 
	 	OWNER:
 	 
	 	RISING TIDE DEVELOPMENT, LLC	 
	 
	 	By:  	Mizzen, LLC, it Sole Member 	 
	 
	 	By:  	Amsdell Holdings X, Inc., its Manager 	 
	 
	 
	 	By:  	/s/ Robert J. Amsdell 	 
	 	 	Name:  	Robert J. Amsdell 	 
	 	 	Title:  	President 	 
	 
	 
	 	PROPERTY MANAGER:

YSI MANAGEMENT LLC
 	 
	 
	 	By:  	/s/ Todd C. Amsdell
 	 
	 	 	Name:  	Todd C. Amsdell 	 
	 	 	Its: President