EX-10.2



 






Exhibit 10.2




FORM OF SECURITY INTEREST



NOTICE OF CONFIDENTIALITY RIGHTS. IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR
STRIKE ANY OF THE FOLLOWING INFORMATION FROM THIS INSTRUMENT BEFORE IT IS FILED FOR RECORD IN THE
PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER’S LICENSE NUMBER.




	 	 	 	 	 	 
	After recording return to:
	 	 	 	 	 
	 
	 	 	 	 	 
	 


	 	 	 	 	 
	 


	 	 	 	 	 
	 


	 	 	 	 	 
	 


	 	 	 	 	 
	 


	 	 	 	 	 
	 
	 	 	 	 	 
	 
	 	 	 	 	 
	 	 	 	 





DEED OF TRUST, SECURITY AGREEMENT AND FIXTURE FILING




YSI XX LP,

Borrower,




having an office at

6745 Engle Road

Cleveland, Ohio 44130




to




KEITH H. MULLEN,

Trustee




for the benefit of

TRANSAMERICA FINANCIAL LIFE INSURANCE COMPANY,




a New York corporation,

Lender,




having an office

c/o AEGON USA Realty Advisors, Inc.

4333 Edgewood Road, N.E.

Cedar Rapids, Iowa 52499-5443




Loan Amount: $72,457,510.00

Premises: [                                                                                                    ]



Deed of
Trust
U-Store-It Self Storage Warehouse
[_________]

AEGON Loan No. 89255


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TABLE OF CONTENTS




	 	 	 	 	 	 	 
	1.	 	RECITALS	 	7
	2.	 	GRANTING CLAUSE	 	7
	3.	 	DEFINED TERMS	 	8
	4.	 	TITLE	 	15
	5.	 	REPRESENTATIONS OF THE BORROWER	 	16
	 
	 	5.1	 	Formation, Existence, Good Standing	 	16
	 
	 	5.2	 	Qualification to Do Business	 	16
	 
	 	5.3	 	Power and Authority	 	16
	 
	 	5.4	 	Anti-Terrorism Regulations	 	17
	 
	 	5.5	 	Due Authorization	 	17
	 
	 	5.6	 	No Default or Violations	 	17
	 
	 	5.7	 	No Further Approvals or Actions Required	 	17
	 
	 	5.8	 	Due Execution and Delivery	 	17
	 
	 	5.9	 	Legal, Valid, Binding and Enforceable	 	17
	 
	 	5.10	 	Accurate Financial Information	 	17
	 
	 	5.11	 	Compliance with Legal Requirements	 	17
	 
	 	5.12	 	Contracts and Franchises	 	18
	 
	 	5.13	 	No Condemnation Proceeding	 	18
	 
	 	5.14	 	No Casualty	 	18
	 
	 	5.15	 	Independence of the Real Property	 	18
	 
	 	5.16	 	Complete Lots and Tax Parcels	 	18
	 
	 	5.17	 	Tenant Rights to Insurance and Condemnation Proceeds	 	18
	 
	 	5.18	 	Ownership of Fixtures	 	18
	 
	 	5.19	 	Commercial Property	 	18
	 
	 	5.20	 	Real Property is not Homestead Property	 	19
	 
	 	5.21	 	Performance under Development Agreements	 	19
	 
	 	5.22	 	Status of Certain Title Matters	 	19
	 
	 	5.23	 	No Prohibited Transactions	 	19
	6.	 	COVENANTS	 	19
	 
	 	6.1	 	Good Standing	 	19
	 
	 	6.2	 	Qualification to Do Business	 	19
	 
	 	6.3	 	No Default or Violations	 	20
	 
	 	6.4	 	Payment and Performance	 	20
	 
	 	6.5	 	Special Purpose Entity	 	20
	 
	 	6.6	 	Payment of Impositions	 	21
	 
	 	6.7	 	Legal Control of the Real Property	 	22
	 
	 	6.8	 	Management of the Real Property	 	22
	 
	 	6.9	 	Maintenance of the Real Property	 	22
	 
	 	6.10	 	Use of the Real Property	 	22
	 
	 	6.11	 	Legal Requirements	 	22
	 
	 	6.12	 	Contracts and Franchises	 	23
	 
	 	6.13	 	Covenants Regarding Certain Title Matters	 	23
	 
	 	6.14	 	Independence of the Real Property	 	23
	 
	 	6.15	 	Complete Lots and Tax Parcels	 	23
	 
	 	6.16	 	Commercial Property	 	23
	 
	 	6.17	 	Real Property is not Homestead Property	 	23
	 
	 	6.18	 	Performance under Development Agreements	 	23





Deed of
Trust
U-Store-It Self Storage Warehouse
[_________]

AEGON Loan No. 89255



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	 	6.19	 	Status of Certain Title Matters	 	23
	 
	 	6.20	 	Restoration upon Casualty or Condemnation	 	24
	 
	 	6.21	 	Performance of Landlord Obligations	 	24
	 
	 	6.22	 	Financial Reports and Operating Statements	 	24
	 
	 	6.23	 	Estoppel Statements	 	25
	 
	 	6.24	 	Prohibition on Certain Distributions	 	25
	 
	 	6.25	 	Use of Loan Proceeds	 	25
	 
	 	6.26	 	Prohibition on Cutoff Notices	 	26
	 
	 	6.27	 	Prohibited Person Compliance	 	26
	 
	 	6.28	 	Net Worth Requirement	 	26
	7.	 	INSURANCE REQUIREMENTS	 	26
	 
	 	7.1	 	Required Coverages	 	27
	 
	 	7.2	 	Primary Coverage	 	27
	 
	 	7.3	 	How the Lender Shall Be Named	 	28
	 
	 	7.4	 	Rating	 	28
	 
	 	7.5	 	Deductible	 	28
	 
	 	7.6	 	Notices, Changes and Renewals	 	28
	 
	 	7.7	 	Unearned Premiums	 	29
	 
	 	7.8	 	Forced Placement of Insurance	 	29
	8.	 	INSURANCE AND CONDEMNATION PROCEEDS	 	29
	 
	 	8.1	 	Provisions of Approved Key Leases to Govern	 	29
	 
	 	8.2	 	Adjustment and Compromise of Claims and Awards	 	29
	 
	 	8.3	 	Direct Payment to the Lender of Proceeds	 	29
	 
	 	8.4	 	Availability to the Borrower of Proceeds	 	29
	 
	 	8.5	 	Conditions to Availability of proceeds	 	30
	 
	 	8.6	 	Permitted Mezzanine Financing for Rebuilding or Remediation of the Effect of Taking by Eminent Domain	 	31
	 
	 	8.7	 	Draw Requirements	 	31
	9.	 	ESCROW FUND	 	31
	10.	 	DEFAULT	 	32
	 
	 	10.1	 	Payment Defaults	 	32
	 
	 	10.2	 	Incurable Nonmonetary Default	 	32
	 
	 	10.3	 	Curable NonMonetary Default	 	33
	11.	 	RIGHT TO CURE	 	34
	12.	 	Contest Rights	 	35
	13.	 	DUE ON TRANSFER OR ENCUMBRANCE	 	35
	14.	 	DUE ON SALE EXCEPTIONS	 	35
	 
	 	14.1	 	Permitted Transfer to an Approved Purchaser	 	35
	 
	 	14.2	 	Permitted Transfers of Certain Passive Interests	 	36
	 
	 	14.3	 	Transfers of Limited Partnership Interests	 	37
	 
	 	14.4	 	Transfers of LLC Membership Interests	 	37
	 
	 	14.5	 	Transfers in Carveout Obligor and UStoreIt Trust	 	37
	 
	 	14.6	 	Transaction Costs	 	37
	15.	 	NOTICE OF ABSOLUTE ASSIGNMENT OF LEASES AND RENTS	 	38
	16.	 	ACCELERATION	 	38
	17.	 	RIGHTS OF ENTRY AND TO OPERATE	 	38
	 
	 	17.1	 	Entry on Real Property	 	38
	 
	 	17.2	 	Operation of Real Property	 	39
	18.	 	RECEIVERSHIP	 	39




Deed of
Trust
U-Store-It Self Storage Warehouse
[_________]

AEGON Loan No. 89255




 - 3 -









 







	 	 	 	 	 	 	 
	19.	 	FORECLOSURE; POWER OF SALE	 	39
	 
	 	19.1	 	Availability of Remedies	 	39
	 
	 	19.2	 	Public Sale	 	39
	 
	 	19.3	 	Right to Require Proof of Financial Ability and/or Cash Bid	 	40
	 
	 	19.4	 	Sale Subject to Unmatured Indebtedness	 	40
	 
	 	19.5	 	Partial Foreclosure	 	41
	 
	 	19.6	 	Trustee’s Deeds	 	41
	20.	 	WAIVERS	 	41
	21.	 	EXCULPATION CLAUSE AND CARVEOUT OBLIGATIONS	 	42
	22.	 	SECURITY AGREEMENT AND FIXTURE FILING	 	43
	 
	 	22.1	 	Definitions	 	43
	 
	 	22.2	 	Creation of Security Interest	 	44
	 
	 	22.3	 	Filing Authorization	 	44
	 
	 	22.4	 	Additional Searches and Documentation	 	44
	 
	 	22.5	 	Costs	 	45
	 
	 	22.6	 	Representations, Warranties and Covenants of the Borrower	 	45
	 
	 	22.7	 	Fixture Filing	 	46
	23.	 	ENVIRONMENTAL MATTERS	 	46
	 
	 	23.1	 	Representations	 	46
	 
	 	23.2	 	Environmental Covenants	 	47
	 
	 	23.3	 	The Lender’s Right to Control Claims	 	47
	 
	 	23.4	 	Indemnification	 	47
	 
	 	23.5	 	Environmental Audits	 	48
	24.	 	CONCERNING THE TRUSTEE	 	49
	 
	 	24.2	 	Retention of Money	 	49
	 
	 	24.3	 	Successor Trustees	 	49
	 
	 	24.4	 	Succession Instruments	 	50
	 
	 	24.5	 	Performance of Duties by Agents	 	50
	25.	 	AGREEMENT CONCERNING INTEREST	 	50
	 
	 	25.1	 	Savings Clause	 	50
	 
	 	25.2	 	Ceiling Election	 	51
	26.	 	SECONDARY MARKET	 	51
	 
	 	26.1	 	Dissemination of Information	 	51
	 
	 	26.2	 	Cooperation	 	52
	 
	 	26.3	 	Additional Financial Information	 	52
	 
	 	26.4	 	Reserves/Escrows	 	52
	27.	 	MISCELLANEOUS	 	52
	 
	 	27.1	 	Successors and Assigns	 	51
	 
	 	27.2	 	Survival of Obligations	 	52
	 
	 	27.3	 	Further Assurances	 	52
	 
	 	27.4	 	Right of Inspection	 	53
	 
	 	27.5	 	Expense Indemnification	 	53
	 
	 	27.6	 	General Indemnification	 	54
	 
	 	27.7	 	Recording and Filing	 	54
	 
	 	27.8	 	No Waiver	 	54
	 
	 	27.9	 	Covenants Running with the Land	 	54
	 
	 	27.10	 	Severability	 	54
	 
	 	27.11	 	Entire Agreement	 	55
	 
	 	27.12	 	Notices	 	55





Deed of
Trust
U-Store-It Self Storage Warehouse
[_________]

AEGON Loan No. 89255



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	 	27.13	 	Counterparts	 	56
	 
	 	27.14	 	Choice of Law	 	56
	 
	 	27.15	 	Forum Selection	 	56
	 
	 	27.16	 	Sole Benefit	 	56
	 
	 	27.17	 	Release of Claims	 	57
	 
	 	27.18	 	No Partnership	 	57
	 
	 	27.19	 	Payoff Procedures	 	57
	 
	 	27.20	 	[Intentionally Deleted]	 	57
	 
	 	27.21	 	Future Advances	 	57
	 
	 	27.22	 	Interpretation	 	58
	 
	 	27.23	 	Joint and Several Liability	 	58
	 
	 	27.24	 	Time of Essence	 	58
	 
	 	27.25	 	Jury Waiver	 	58
	 
	 	27.26	 	Renewal, Extension, Modification and Waiver	 	59
	 
	 	27.27	 	Cumulative Remedies	 	59
	 
	 	27.28	 	No Obligation to Marshal Assets	 	59
	 
	 	27.29	 	Transfer of Ownership	 	59
	 
	 	27.30	 	Notice of Indemnification	 	59
	 
	 	27.31	 	Partial Release	 	60
	 
	 	27.32	 	Release and Substitution of Collateral	 	60





Deed of
Trust
U-Store-It Self Storage Warehouse
[_________]

AEGON Loan No. 89255




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Deed of Trust, Security Agreement and Fixture Filing



This Deed of Trust, Security Agreement and Fixture Filing (this “Deed of Trust”) is made and
given effective as of the 1st day of November, 2005, by YSI XX LP, as Borrower, a Delaware limited
partnership, whose address is 6745 Engle Road, Cleveland, Ohio 44130 (the “Borrower”), to
[                    ], as Trustee, whose address is [                    ] (the “Trustee”), for the
benefit of TRANSAMERICA FINANCIAL LIFE INSURANCE COMPANY, as Lender, a New York corporation having
an office c/o AEGON USA Realty Advisors, Inc., 4333 Edgewood Road, N.E., Cedar Rapids, Iowa
52499-5443 (the “Lender”). The definitions of capitalized terms used in this Deed of Trust may be
found either in Section 3 below, or through the cross-references provided in that Section.





	1.	 	RECITALS






	 	A.	 	Under the terms of a commercial Second Revised Loan Application/Commitment
dated September 1, 2004, as amended (the “Commitment”), AEGON USA Realty Advisors,
Inc. (“AEGON”), as agent for the Lender, agreed to fund a loan in the principal amount
of $72,457,510.00 (the “Loan”).
	 
	 	B.	 	The Lender has funded the Loan in the principal amount of $72,457,510.00 in
accordance with the Commitment, and to evidence the Loan, the Borrower has executed
and delivered to the Lender a certain Secured Promissory Note, of even date, in the
amount of $72,457,510.00, with a maturity and final payment date of November 1, 2015.
	 
	 	C.	 	The Commitment requires that the Loan be secured by all of the Borrower’s
existing and after-acquired interest in certain real property and by certain tangible
and intangible personal property consisting of 37 self-storage facilities located at
the addresses set forth on Exhibit B hereto in Arizona, California, Colorado, New
Mexico, Texas and Utah (each called a “Parcel”).






	2.	 	GRANTING CLAUSE






To secure the repayment of the Indebtedness, any increases, modifications, renewals or
extensions of the Indebtedness, and any substitutions for the Indebtedness, as well as the
performance of the Borrower’s other Obligations, and in consideration of the sum of ten
dollars ($10.00) and other valuable consideration, the receipt and sufficiency of which are
acknowledged, the Borrower grants, bargains, warrants, conveys, alienates, releases,
assigns, sets over and confirms to the Trustee, in trust with the power of sale for the
benefit of the Lender and to his successors and assigns forever, all of the Borrower’s
existing and after acquired interests in the Real Property (together with rents, issues and
profits).


Deed of
Trust
U-Store-It Self Storage Warehouse
[_________]

AEGON Loan No. 89255


 - 6 -









 






	3.	 	DEFINED TERMS






The following defined terms are used in this Deed of Trust. For ease of reference, terms
relating primarily to the Security Agreement are defined in Subsection 22.1.




“Absolute Assignment of Leases and Rents” means the Loan Document bearing this
heading.




an “Affiliate” of any person means any entity controlled by, or under common
control with, that person.




“Appurtenances” means all rights, estates, titles, interests, privileges,
easements, tenements, hereditaments, titles, royalties, reversions, remainders and other
interests, whether presently held by the Borrower or acquired in the future, that may be
conveyed as interests in the Land under the laws of [individual state specific information
inserted here]. Appurtenances include the Easements and the Assigned Rights.




“Assigned Rights” means all of the Borrower’s rights, easements, privileges,
tenements, hereditaments, contracts, claims, licenses or other interests, whether presently
existing or arising in the future. The Assigned Rights include all of the Borrower’s rights
in and to:




	 	(i)	 	any greater estate in the Real Property;
	 
	 	(ii)	 	insurance policies required to be carried hereunder,
including the right to negotiate claims and to receive Insurance Proceeds and
unearned insurance premiums (except as expressly provided in Subsection 8.2);
	 
	 	(iii)	 	Condemnation Proceeds;
	 
	 	(iv)	 	licenses and agreements permitting the use of sources of
groundwater or water utilities, septic leach fields, railroad sidings, sewer
lines, means of ingress and egress;
	 
	 	(v)	 	drainage over other property;
	 
	 	(vi)	 	air space above the Land;
	 
	 	(vii)	 	mineral rights;
	 
	 	(viii)	 	party walls;
	 
	 	(ix)	 	vaults and their usage;
	 
	 	(x)	 	franchises;
	 
	 	(xi)	 	commercial tort claims that arise during the Loan term in
respect of damages to the Real Property or to its operations, in respect of
any impairment to the value of the Real Property, or in respect of the
collection of any Rents;
	 
	 	(xii)	 	construction contracts;
	 
	 	(xiii)	 	roof and equipment guarantees and warranties;
	 
	 	(xiv)	 	building and development licenses and permits;
	 
	 	(xv)	 	tax credits or other governmental entitlements, credits or
rights, whether or not vested;
	 
	 	(xvi)	 	licenses and applications (whether or not yet approved or issued);
	 
	 	(xvii)	 	rights under management and service contracts;




Deed of
Trust
U-Store-It Self Storage Warehouse
[_________]

AEGON Loan No. 89255


 - 7 -









 






	 	(xviii)	 	 leases of Fixtures; and
	 
	 	(xix)	 	trade names, trademarks, trade styles, service marks,
copyrights, and agreements with architects, environmental consultants,
property tax consultants, engineers, and any other third party contractors
whose services benefit the Real Property.






“Bankruptcy Code” means the Bankruptcy Reform Act of 1978, as amended, 11 U.S.C.
Sections 101 et seq., and the regulations promulgated pursuant to those statutes.




“Business Day” means any day when state and federal banks are open for business in
Cedar Rapids, Iowa.




“Carveout Guarantee and Indemnity” means that certain “Guarantee and Indemnity
Agreement” entered into by the Carveout Obligor on the date of this Deed of Trust.




“Carveout Obligations” means those obligations described in Section 21.




“Carveout Obligor” means U-Store-It, L.P., a Delaware limited partnership. Any
other person who expressly assumes liability for the Carveout Obligations during the term
of the Loan shall become a “Carveout Obligor” for purposes of this Deed of Trust.




“Carveouts” means those matters from which Carveout Obligations may arise, which
are described in Section 21.




“Charges” means all fees, charges, and other things of value, if any, contracted
for, charged, received, taken or reserved pursuant to the Note or any of the other Loan
Documents in connection with the Loan, and which are treated as interest under applicable
law (whether in connection with any voluntary prepayment of the Indebtedness, or otherwise,
and including fees for the forbearance of any enforcement action or for the extension or
modification of the Loan).




“Condemnation Proceeds” means all money or other property that has been, or is in
the future, awarded or agreed to be paid or given in connection with any taking by eminent
domain of all or any part of the Real Property (including a taking through the vacation of
any street dedication or through a change of grade of such a street), either permanent or
temporary, or in connection with any purchase in lieu of such a taking, or as a part of any
related settlement, except for the right to condemnation proceeds awarded to the tenant in
a separate proceeding in respect of the lost value of the tenant’s leasehold interest,
provided that the award does not reduce, directly or indirectly, the award to the owner of
the Real Property.




“Curable Nonmonetary Default” means any of the acts, omissions, or circumstances
specified in Subsection 10.3 below.




“Default” means any of the acts, omissions, or circumstances specified in Section
10 below.




“Default Rate” means the rate of interest specified as the “Default Rate” in the
Note.


Deed of
Trust
U-Store-It Self Storage Warehouse
[_________]

AEGON Loan No. 89255


 - 8 -









 







“Development Agreements” means all development, utility or similar agreements
included in the Permitted Encumbrances.




“Easements” means the Borrower’s existing and future interests in and to the
declarations, easements, covenants, and restrictions appurtenant to the Land.




“Environmental Indemnity Agreement” means the Loan Document bearing that heading.




“Environmental Laws” means all applicable present and future laws, statutes,
ordinances, rules, regulations, orders, guidelines, rulings, decrees, notices and
determinations of any Governmental Authority to the extent that they pertain to: (A) the
protection of health against environmental hazards; (B) the protection of the environment,
including air, soils, wetlands, and surface and underground water, from contamination by
any substance that may have any adverse health effect on humans, livestock, fish, wildlife,
or plant life, or which may disturb an ecosystem; (C) underground storage tank regulation
or removal; (D) wildlife conservation; (E) protection or regulation of natural resources;
(F) the protection of wetlands; (G) management, regulation and disposal of solid and
hazardous wastes; (H) radioactive materials; (I) biologically hazardous materials; (J)
indoor air quality; or (K) the manufacture, possession, presence, use, generation, storage,
transportation, treatment, release, emission, discharge, disposal, abatement, cleanup,
removal, remediation or handling of any Hazardous Substances. “Environmental Laws” include
the Comprehensive Environmental Response, Compensation, and Liability Act, as amended, the
Resource Conservation and Recovery Act, 42 U.S.C. §6901 et seq., the Federal Water
Pollution Control Act, as amended by the Clean Water Act, 33 U.S.C. §1251 et seq., the
Clean Air Act, 42 U.S.C. §7401 et seq., the Toxic Substances Control Act, 15 U.S.C. §2601
et seq., [applicable individual state specific information inserted here], all similar
state statutes and local ordinances, and all regulations promulgated under any of those
statutes, and all administrative and judicial actions respecting such legislation, all as
amended from time to time.




“ESA” means the written environmental site assessment of the Real Property obtained
under the terms of the Commitment.




“Escrow Expenses” means those expenses in respect of real and personal property
taxes and assessments, Insurance Premiums and such other Impositions as the Lender pays
from time to time directly from the Escrow Fund using monies accumulated through the
collection of Monthly Escrow Payments.




“Escrow Fund” means the funds deposited by Borrower with the Lender pursuant to
Section 9 hereof, as reflected in the accounting entry maintained on the books of the
Lender as funds available for the payment of Escrow Expenses under the terms of this Deed
of Trust.




“Fixtures” means all materials, supplies, equipment, apparatus and other items now
or hereafter attached to or installed on the Land and Improvements in a manner that causes
them to become fixtures under the laws of [individual state specific information inserted
here], including all built-in or attached furniture or appliances, elevators, escalators,
heating, ventilating and air conditioning system components, emergency electrical
generators and related fuel storage or delivery systems, septic system components, storm
windows, doors, electrical equipment, plumbing, water conditioning, lighting, cleaning,


Deed of
Trust
U-Store-It Self Storage Warehouse
[_________]

AEGON Loan No. 89255


 - 9 -









 







snow removal, lawn, landscaping, irrigation, security, incinerating, fire-fighting,
sprinkler or other fire safety equipment, bridge cranes or other installed materials
handling equipment, satellite dishes or other telecommunication equipment, built-in video
conferencing equipment, sound systems or other audiovisual equipment, and cable television
distribution systems. Fixtures do not include trade fixtures, office furniture and office
equipment owned by tenants who are unrelated to the Borrower. Fixtures expressly include
HVAC, mechanical, security and similar systems of general utility for the operation of the
Improvements as leasable commercial real property.




“Fraction of Value” means the fraction of value of the Loan allocated to each of
the Parcels as set forth in a letter agreement of even date herewith executed by Lender for
the benefit of Borrower, which fraction of value is made exclusively for the purposes of
determining the Release Amount for any Parcel as described in Section 27.31 below;
provided, however, in no event shall the fraction of value limit the extent or priority of
the lien or security interest of any Deed of Trust or Mortgage securing the Loan.




“Governmental Authority” means any political entity with the legal authority to
impose any requirement on the Property, including the governments of the United States, the
State of [individual state specific information inserted here], the applicable county,
city, and any other governmental entity with jurisdiction to decide, regulate, or affect
the ownership, construction, use, occupancy, possession, operation, maintenance,
alteration, repair, demolition or reconstruction of any portion or element of the Real
Property.




“Hazardous Substance” means any substance the release of or the exposure to which
is prohibited, limited or regulated by any Environmental Law, or which poses a hazard to
human health, including: (A) any “oil,” as defined by the Federal Water Pollution Control
Act and regulations promulgated thereunder (including crude oil or any fraction of crude
oil), (B) any radioactive substance and (C) Stacchybotris chartarum or other molds.
However, the term “Hazardous Substance” includes neither (A) a substance used in the
cleaning and maintenance of the Real Property, if the quantity, storage and manner of its
use are customary, prudent, and do not violate applicable law, nor (B) automotive motor oil
in immaterial quantities, if leaked from vehicles in the ordinary course of the operation
of the Real Property and cleaned up in accordance with reasonable property management
procedures and in a manner that violates no applicable law, nor (C) mold present in the air
within the Improvements and on the elements of the Improvements in concentrations or states
normally found in buildings free of moisture intrusion and that are not unsanitary and are
not a threat to human health and safety.




“Impositions” means all real and personal property taxes levied against the
Property; general or special assessments; ground rent; water, gas, sewer, vault, electric
or other utility charges; common area charges; owners’ association dues or fees; fees for
any easement, license or agreement maintained for the benefit of the Property; and any and
all other taxes, levies, user fees, claims, charges and assessments whatsoever that at any
time may be assessed, levied or imposed on the Property or upon its ownership, use,
occupancy or enjoyment, and any related costs, interest or penalties. In addition,
“Impositions” include all documentary, stamp or intangible personal property taxes that may
become due in connection with the Indebtedness, including Indebtedness in respect of any
future advance made by the Lender to the Borrower, or that are imposed on any of the Loan
Documents.


Deed of
Trust
U-Store-It Self Storage Warehouse
[_________]

AEGON Loan No. 89255


 - 10 -









 







“Improvements” means, to the extent of the Borrower’s existing and future interest,
all buildings and improvements of any kind erected or placed on the Land now or in the
future, including the Fixtures, together with all appurtenant rights, privileges,
Easements, tenements, hereditaments, titles, reversions, remainders and other interests.




“Indebtedness” means all sums that are owed or become due pursuant to the terms of
the Note, this Deed of Trust, or any of the other Loan Documents or any other writing
executed by the Borrower relating to the Loan, including scheduled principal payments,
scheduled interest payments, default interest, late charges, prepayment premiums,
accelerated or matured principal balances, advances, collection costs (including reasonable
attorneys’ fees), reasonable attorneys’ fees and costs in enforcing or protecting the Note,
the Deed of Trust, or any of the other Loan Documents in any probate, bankruptcy or other
proceeding, receivership costs, fees and costs of the Trustee and all other financial
obligations of the Borrower incurred in connection with the Loan transaction, provided,
however, that this Deed of Trust shall not secure any Loan Document or any particular
person’s liabilities or obligations under any Loan Document to the extent that such Loan
Document expressly states that it or such particular person’s liabilities or obligations
are unsecured by this Deed of Trust. Indebtedness shall also include any obligations under
agreements executed and delivered by Borrower which specifically provide that such
obligations are secured by this Deed of Trust.




“Insurance Premiums” means all premiums or other charges required to maintain in
force any and all insurance policies that this Deed of Trust requires that the Borrower
maintain.




“Insurance Proceeds” means (A) all proceeds of all insurance now or hereafter
carried by or payable to the Borrower with respect to the Real Property, including with
respect to the interruption of rents or income derived from the Property, all unearned
insurance premiums and all related claims or demands, and (B) all Proceeds (as defined in
Subsection 22.1).




“Key Lease” means any present or future Lease to a tenant that either (i) demises
more than 10,000 square feet of the net leasable area of the Improvements, or (ii) whose
rental payments under all Leases comprise more than twenty percent (20%) of the gross
rental income of the Real Property.




“Key Principal” means U-Store-It, L.P., a Delaware limited partnership.




“Land” means that certain tract of land described on the attached Exhibit A,
together with the Appurtenances.




“Leases” means all leases, subleases, licenses, concessions, extensions, renewals
and other agreements (whether written or oral, and whether presently effective or made in
the future) through which the Borrower grants any possessory interest in and to, or any
right to occupy or use, all or any part of the Real Property (including any Key Lease and
any storage lease), and any related guaranties.




“Legal Control” means the power, either directly or indirectly, to exercise the
authority of the owner of the Real Property, either as the majority shareholder of the
common stock of a corporation, as the sole general partner of a limited partnership, as the
managing general partner of a general partnership, or as the sole manager of a limited
liability


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company, provided the entity exercising such authority cannot be divested of such authority
without its consent, either directly or indirectly, except for cause. A general partner
shall have Legal Control for purposes of this definition notwithstanding the fact that a
majority or supermajority of limited partners in a limited partnership must approve (A)
sales or refinancings of interests in the related Parcel, Land or Personal Property other
than in the ordinary course of business, (B) the pledge, sale or transfer of all limited
partnership interests in a Borrower in conjunction with the sale or refinancing or other
disposition of the related Parcel, (C) election of a substitute general partner upon the
retirement, withdrawal or removal for cause of a general partner, (D) calling of a meeting,
or (E) entering into agreements with a general partner or its affiliates.




“Legal Requirements” means all laws, statutes, rules, regulations, ordinances,
judicial decisions, administrative decisions, building permits, development permits,
certificates of occupancy, or other requirements of any Governmental Authority.




“Loan Documents” means all documents evidencing the Loan or delivered in connection
with the Loan, whether entered into at the closing of the Loan or in the future.




“Maximum Lawful Rate” means the maximum lawful rate of interest that may be
contracted for, charged, received or reserved by the Lender in accordance with the
applicable laws of the State of [individual state specific information inserted here] (or
applicable federal law to the extent that it permits the Lender to contract for, charge,
take, receive or reserve a greater amount of interest than under [individual state specific
information inserted here] law), taking into account all Charges.




“Monthly Escrow Payment” means the sum of the Monthly Imposition Requirement, the
Monthly Insurance Premium Requirement, and the Monthly Reserve Requirement.




“Monthly Imposition Requirement” means one-twelfth (1/12th) of the annual amount
that the Lender estimates will be required to permit the timely payment by the Lender of
those Impositions that the Lender elects, from time to time, to include in the calculation
of the Monthly Imposition Requirement. Such Impositions shall include real and personal
property taxes and may include, at the Lender’s sole and absolute discretion any
Impositions that the Borrower has failed to pay on a timely basis during the term of the
Loan. The Lender shall base its estimate on the most recent information supplied by the
Borrower concerning future Impositions. If the Borrower fails to supply such information or
if it is unavailable at the time of estimation, the Lender shall estimate future
Impositions using historical information and an annual inflation factor equal to the lesser
of five percent (5%) and the maximum inflation factor permitted by law.




“Monthly Insurance Premium Requirement” means one-twelfth (1/12th) of the annual
amount that the Lender estimates (based on available historical data and using, if future
Insurance Premiums are as yet undeterminable, a five percent (5%) inflation factor) will be
required to permit the timely payment of the Insurance Premiums by the Lender.




“Monthly Reserve Requirement” means the monthly payment amount which the Lender
estimates will, over the subsequent twelve (12) months, result in the accumulation of a
surplus in the Escrow Fund equal to the sum of the Monthly Imposition Requirement and the
Monthly Insurance Premium Requirement.


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U-Store-It Self Storage Warehouse
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“Net Worth Requirement” means the lesser of (i) $30,000,000.00 and (ii) the
principal balance of the Loan at the time of determination.




“Note” means the promissory note dated of even date herewith to evidence the
Indebtedness in the original principal amount of $72,457,510.00, together with all
extensions, renewals and modifications.




“Notice” means a notice given in accordance with the provisions of Subsection
27.12.




“Obligations” means all of the obligations required to be performed under the terms
and conditions of any of the Loan Documents by any Obligor.




“Obligor” means the Borrower, the Carveout Obligor, or any other Person that is
liable under the Loan Documents for the payment of any portion of the Indebtedness, or the
performance of any other obligation required to be performed under the terms and conditions
of any of the Loan Documents, under any circumstances.




“Parcel” shall mean any or all of the 37 self-storage facilities described in the
foregoing Recital (one of which is the Real Property).




“Participations” means participation interests in the Loan Documents granted by the
Lender.




“Permitted Control Group Member” shall mean any member of a group comprised of
U-Store-It, L.P., and (if applicable) members of a member’s immediate family or trusts for
the member’s benefit.




“Permitted Encumbrances” means (A) the lien of taxes and assessments not yet due
and payable, (B) those matters of public record listed as special exceptions in the
Lender’s title insurance policy insuring the priority of this Deed of Trust, and (C) the
Leases.




“Permitted Transfer” means a transfer specifically described in Section 14 as
permitted.




“Person” means any individual, corporation, limited liability company, partnership,
trust, unincorporated association, government, governmental authority or other entity.




“Prohibited Structural Change” means a change in the identity of any of the
entities through which the Permitted Control Group Members exercise Legal Control over the
Real Property, or a change in the capacity through which any Permitted Control Group Member
exercises such Legal Control.




“Property” means the Real Property and the Leases, Rents and Personal Property (as
defined in Subsection 22.1 below).




“Qualified Passive Interest Trust” shall have the meaning set forth in Section 14.2
below.




“Qualified Property Manager” means either (A) a financially sound, professional
property management company, experienced in managing properties similar in type and quality
to the Real Property, and which is one of the top three institutional property management
companies in the real estate market where the Real Property is located,


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U-Store-It Self Storage Warehouse
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AEGON Loan No. 89255


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based on the number of units under its management or (B) another property management
company approved in writing by the Lender. The initial Qualified Property Manager shall be
YSI Management LLC, a Delaware limited liability company.




“Rating Agencies” means one or more credit rating agencies approved by Lender.




“Real Property” means the Land and the Improvements (and constitutes one of the
Parcels securing the Loan).




“Rents” means all rents, income, receipts, issues and profits and other benefits
paid or payable for using, leasing, licensing, possessing, operating from or in, residing
in, selling, mining, extracting minerals from, or otherwise enjoying the Real Property,
whether presently existing or arising in the future, to which the Borrower may now or
hereafter become entitled or may demand or claim from the commencement of the Loan term
through the time of the satisfaction of all of the Obligations, including security
deposits, amounts drawn under letters of credit securing tenant obligations, minimum rents,
additional rents, common area maintenance charges, parking revenues, deficiency rents,
termination payments, space contraction payments, damages following default under a Lease,
premiums payable by tenants upon their exercise of cancellation privileges, proceeds from
lease guarantees, proceeds payable under any policy of insurance covering loss of rents
resulting from untenantability caused by destruction or damage to the Real Property, all
rights and claims of any kind which the Borrower has or may in the future have against the
tenants under the Leases, lease guarantors, or any subtenants or other occupants of the
Real Property, all proceeds of any sale of the Real Property in violation of the Loan
Documents, any future award granted the Borrower in any court proceeding involving any such
tenant in any bankruptcy, insolvency, or reorganization proceedings in any state or federal
court, and any and all payments made by any such tenant in lieu of rent.




“Restoration” means (A) in the case of a casualty resulting in damage to or the
destruction of the Improvements, the repair or rebuilding of the Improvements to their
original condition, or (B) in the case of the condemnation of a portion of the Real
Property, the completion of such work as may be necessary in order to remedy the effects of
the condemnation so that the value and income-generating characteristics of the Real
Property are restored.




“Securities” means mortgage pass-through certificates or other securities
evidencing a beneficial interest in the Loan, issued in a rated or unrated public offering
or private placement.




“Securitization” means the issuance of Securities.




	4.	 	TITLE






The Borrower represents to and covenants with the Lender and with its successors and
assigns that, at the point in time of the grant of the lien created by this Deed of Trust,
the Borrower is well seized of good and indefeasible title to the Real Property, in fee
simple absolute, subject to no lien or encumbrance except the Permitted Encumbrances. The
Borrower warrants this estate and title to the Lender and to its successors and assigns


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U-Store-It Self Storage Warehouse
[_________]

AEGON Loan No. 89255


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forever, against all lawful claims and demands of all persons. The Borrower shall maintain
mortgagee title insurance issued by a solvent carrier, covering the Real Property in an
amount at least equal to the amount of the Loan’s original principal balance. This Deed of
Trust is and shall remain a valid and enforceable first lien on the Real Property, and if
the validity or enforceability of this first lien is attacked by appropriate proceedings,
the Borrower shall diligently and continuously defend it through appropriate proceedings.
Should the Borrower fail to do so, the Lender may at the Borrower’s expense take all
necessary action, including the engagement and compensation of legal counsel, the
prosecution or defense of litigation, and the compromise or discharge of claims. THE
GRANTOR SHALL DEFEND, INDEMNIFY AND HOLD THE BENEFICIARY HARMLESS IN ANY SUIT OR PROCEEDING
BROUGHT TO CHALLENGE OR ATTACK THE VALIDITY, ENFORCEABILITY OR PRIORITY OF THE LIEN GRANTED
BY THIS DEED OF TRUST. If a prior construction, mechanics’ or materialmen’s lien on the
Real Property arises by operation of statute during any construction or repair of the
Improvements, the Borrower shall either cause the lien to be discharged by paying when due
any amounts owed to such persons, or shall comply with Section 12 of this Deed of Trust.




	5.	 	REPRESENTATIONS OF THE BORROWER






The Borrower represents to the Lender as follows:




	 	5.1	 	Formation, Existence, Good Standing
	 
	 	 	 	The Borrower is a limited partnership duly organized, validly existing and in good
standing under the laws of Delaware and has obtained all licenses and permits and
filed all statements of fictitious name and registrations necessary for the lawful
operation of its business in Delaware.
	 
	 	5.2	 	Qualification to Do Business
	 
	 	 	 	The Borrower is qualified to do business as a foreign limited partnership under the
laws of [individual state specific information inserted here] and has obtained all
licenses and permits and filed all statements of fictitious name and registrations
necessary for the lawful operation of its business in [individual state specific
information inserted here].
	 
	 	5.3	 	Power and Authority
	 
	 	 	 	The Borrower has full power and authority to carry on its business as presently
conducted, to own the Property, to execute and deliver the Loan Documents, and to
perform its Obligations.
	 
	 	5.4	 	Anti-Terrorism Regulations
	 
	 	 	 	No Borrower, Borrower affiliate, or person owning an interest in the Borrower or in
any Borrower affiliate (but expressly excluding any shareholders of any publicly
traded entity), is either a “Specially Designated National” or a “Blocked Person”
as those terms are defined in the Office of Foreign Asset Control Regulations (31
CFR Section 500 et seq.).





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U-Store-It Self Storage Warehouse
[_________]

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	 	5.5	 	Due Authorization
	 
	 	 	 	The Loan transaction and the performance of all of the Borrower’s Obligations have
been duly authorized by all requisite partnership action, and each individual
executing any Loan Document on behalf of the Borrower has been duly authorized to
do so.
	 
	 	5.6	 	No Default or Violations
	 
	 	 	 	The execution and performance of the Borrower’s Obligations will not result in any
breach of, or constitute a default under, any contract, agreement, document or
other instrument to which the Borrower is a party or by which the Borrower may be
bound or affected, and do not and will not violate or contravene any law to which
the Borrower is subject; nor do any such other instruments impose or contemplate
any obligations which are or will be inconsistent with the Loan Documents.
	 
	 	5.7	 	No Further Approvals or Actions Required
	 
	 	 	 	No approval by, authorization of, or filing with any federal, state or municipal or
other governmental commission, board or agency or other governmental authority is
necessary in connection with the authorization, execution and delivery of the Loan
Documents by the Borrower.
	 
	 	5.8	 	Due Execution and Delivery
	 
	 	 	 	Each of the Loan Documents to which the Borrower is a party has been duly executed
and delivered on behalf of the Borrower.
	 
	 	5.9	 	Legal, Valid, Binding and Enforceable
	 
	 	 	 	Each of the Loan Documents to which the Borrower is a party constitutes the legal,
valid and binding obligation of the Borrower, enforceable against the Borrower in
accordance with its terms, except to the extent that the enforceability thereof may
be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium or similar laws affecting the enforceability of creditors’ rights
generally or by equitable principles of general application (whether considered in
an action at law or in equity).
	 
	 	5.10	 	Accurate Financial Information
	 
	 	 	 	To the best of its knowledge, all financial information furnished by the Borrower
to the Lender in connection with the application for the Loan is true, correct and
complete in all material respects and does not omit to state any fact or
circumstance necessary to make the statements in them not misleading, and there has
been no material adverse change in the financial condition of the Borrower since
the date of such financial information.
	 
	 	5.11	 	Compliance with Legal Requirements
	 
	 	 	 	To the best of its knowledge, all governmental approvals and licenses required for
the conduct of the Borrower’s business and for the maintenance and operation of the
Real Property in compliance with applicable law are in full force and





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	 	 	 	effect, and the Real Property is currently being operated in compliance with the
Legal Requirements in all material respects.
	 
	 	5.12	 	Contracts and Franchises
	 
	 	 	 	To the best of its knowledge, all contracts and franchises necessary for the
conduct of the Borrower’s business and for the operation of the Real Property in
accordance with good commercial practice are in force.
	 
	 	5.13	 	No Condemnation Proceeding
	 
	 	 	 	To the best of its knowledge, as of the date of this Deed of Trust, the Borrower
has no knowledge of any present, pending or threatened condemnation proceeding or
award affecting the Real Property.
	 
	 	5.14	 	No Casualty
	 
	 	 	 	To the best of its knowledge, as of the date of this Deed of Trust, no damage to
the Real Property by any fire or other casualty has occurred, other than damage
that has been completely repaired in accordance with good commercial practice and
in compliance with applicable law.
	 
	 	5.15	 	Independence of the Real Property
	 
	 	 	 	The Real Property may be operated independently from other land and improvements
not included within or located on the Land, and it is not necessary to own or
control any property other than the Real Property in order to meet the obligations
of the landlord under any Lease, or in order to comply with the Legal Requirements.
	 
	 	5.16	 	Complete Lots and Tax Parcels
	 
	 	 	 	The Land is comprised exclusively of tax parcels that are entirely included within
the Land, and, if the Land is subdivided, of subdivision lots that are entirely
included within the Land.
	 
	 	5.17	 	Tenant Rights to Insurance and Condemnation Proceeds
	 
	 	 	 	No Lease grants to any tenant a right to receive Insurance Proceeds or Condemnation
Proceeds.
	 
	 	5.18	 	Ownership of Fixtures
	 
	 	 	 	The Borrower owns the Fixtures free of any encumbrances, including purchase money
security interests, rights of lessors, and rights of sellers under conditional
sales contracts or other financing arrangements.
	 
	 	5.19	 	Commercial Property
	 
	 	 	 	The Real Property is commercial rather than residential, and the Loan has not been
made for personal, family or household purposes.





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U-Store-It Self Storage Warehouse
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	 	5.20	 	Real Property is not Homestead Property
	 
	 	 	 	The Real Property is not homestead property of the Borrower or of the spouse of any
person named as the Borrower.
	 
	 	5.21	 	Performance under Development Agreements
	 
	 	 	 	To the best of its knowledge, all of the obligations of the owner of the Real
Property due under the Development Agreements have been fully, timely and
completely performed and such performance has been accepted by the related
governmental agency or utility company, and no Governmental Authority has alleged
that any default exists under any of the Development Agreements.
	 
	 	5.22	 	Status of Certain Title Matters
	 
	 	 	 	To the best of its knowledge, each of the Easements included within the
Appurtenances (a) is valid and in full force and effect and may not be amended or
terminated, except for cause, without the consent of the Borrower, (b) has not been
amended or supplemented, (c) requires no approval of the Improvements that has not
been obtained, (d) is free of defaults or alleged defaults, (e) does not provide
for any assessment against the Real Property that has not been paid in full, and
(f) has not been violated by the owner of the Real Property or, to the best of the
Borrower’s knowledge, by any tenant of the Real Property.
	 
	 	5.23	 	No Prohibited Transactions
	 
	 	 	 	The Borrower represents to the Lender that either (a) the Borrower is not an
“employee benefit plan” within the meaning of the Employee Retirement Income
Security Act of 1974, as amended (“ERISA”), that is subject to Title I of ERISA, a
“plan” within the meaning of Section 4975 of the Internal Revenue Code of 1986, as
amended (the “Code”), or an entity that is deemed to hold “plan assets” within the
meaning of 29 C.F.R. §2510.3-101 of any such employee benefit plan or (b) the
entering into of the Loan Documents, the acceptance of the Loan by the Borrower and
the existence of the Loan will not result in a non-exempt prohibited transaction
under §406 of ERISA or Section 4975 of the Code. The Borrower further warrants and
covenants that the foregoing representation will remain true during the term of the
Loan.






	6.	 	COVENANTS






	 	6.1	 	Good Standing
	 
	 	 	 	The Borrower shall remain in good standing as a limited partnership under the laws
of Delaware and shall maintain in force all statements of fictitious name and
registrations necessary for the lawful operation of its business in Delaware during
the term of the Loan.
	 
	 	6.2	 	Qualification to Do Business
	 
	 	 	 	The Borrower shall remain qualified to do business as a foreign limited partnership
under the laws of [individual state specific information inserted here] and shall
maintain in force all licenses and permits, filings and statements of





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	 	 	 	fictitious name and registrations necessary for the lawful operation of its
business in [individual state specific information inserted here].
	 
	 	6.3	 	No Default or Violations
	 
	 	 	 	The Borrower shall not enter into any contract, agreement, document or other
instrument, if the performance of the Borrower’s Obligations would result in any
breach of, or constitute a default under, any such contract, agreement, document or
other instrument, or if the contract, agreement, document or other instrument would
impose or contemplate any obligations the performance of which would result in a
Default under the Loan Documents or would be inconsistent with the performance of
the Borrower’s Obligations.
	 
	 	6.4	 	Payment and Performance
	 
	 	 	 	The Borrower shall pay the Indebtedness and perform all of its other Obligations,
as and when the Loan Documents require such payment and performance.
	 
	 	6.5	 	Special Purpose Entity






The Borrower has not and will not:




	 	(i)	 	engage in any business or activity other than the ownership,
operation and maintenance of the Property, and activities incidental thereto;
	 
	 	(ii)	 	acquire or own any assets other than (A) the Property, and
(B) such incidental Personal Property as may be necessary for the operation of
the Property;
	 
	 	(iii)	 	merge into or consolidate with any Person, or dissolve,
terminate, liquidate in whole or in part, transfer or otherwise dispose of all
or substantially all of its assets or change its legal structure;
	 
	 	(iv)	 	fail to observe all organizational formalities, or fail to
preserve its existence as an entity duly organized, validly existing and in
good standing (if applicable) under the Legal Requirements of the jurisdiction
of its organization or formation, or amend, modify, terminate or fail to
comply with the provisions of its organizational documents;
	 
	 	(v)	 	own any subsidiary, or make any investment in, any Person;
	 
	 	(vi)	 	commingle its assets with the assets of any other Person;
	 
	 	(vii)	 	incur any debt, secured or unsecured, direct or contingent
(including guaranteeing any obligation), other than the Debt, unsecured trade
payables and equipment leases (both of which must be incurred in the ordinary
course of business relating to the ownership and operation of the Property)
provided the same (x) do not exceed at any time in the aggregate a maximum
amount of three percent (3%) of the outstanding principal amount of the Note,
and (y) are paid within sixty (60) days after the date incurred;
	 
	 	(viii)	 	fail to maintain its records, books of account, bank accounts, financial
statements, accounting records and other entity documents separate and apart
from those of any other Person;





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	 	(ix)	 	enter into any contract or agreement with any general
partner, member, shareholder, principal or affiliate, except upon terms and
conditions that are intrinsically fair and substantially similar to those that
would be available on an arm’s-length basis with unaffiliated third parties.
	 
	 	(x)	 	maintain its assets in such a manner that it will be costly
or difficult to segregate, ascertain or identify its individual assets from
those of any other Person;
	 
	 	(xi)	 	assume or guaranty the debts of any other Person, hold itself
out to be responsible for the debts of any other Person, or otherwise pledge
its assets for the benefit of any other Person or hold out its credit as being
available to satisfy the obligations of any other Person;
	 
	 	(xii)	 	make any loans or advances to any Person;
	 
	 	(xiii)	 	fail to file its own tax returns (unless prohibited by Legal Requirements
from doing so);
	 
	 	(xiv)	 	fail either to hold itself out to the public as a legal
entity separate and distinct from any other Person or to conduct its business
solely in its own name or fail to correct any known misunderstanding regarding
its separate identity;
	 
	 	(xv)	 	fail to maintain adequate capital for the normal obligations
reasonably foreseeable in a business of its size and character and in light of
its contemplated business operation;
	 
	 	(xvi)	 	fail to allocate shared expenses (including shared office
space) and to use separate stationery, invoices and checks;
	 
	 	(xvii)	 	fail to pay its own liabilities (including salaries of its own employees)
from its own funds; and
	 
	 	(xviii)	 	acquire obligations or securities of its partners, members, shareholders or
other affiliates, as applicable.






	 	6.6	 	Payment of Impositions
	 
	 	 	 	The Borrower shall pay the Impositions on or before the last day on which they may
be paid without penalty or interest, and shall, within thirty (30) days, furnish
the Lender with a paid receipt or a cancelled check as evidence of payment. If the
Lender does not receive such evidence, the Lender may obtain it directly. If it
does so, the Lender will charge the Borrower an administrative fee of $250 for
securing the evidence of payment. The payment of this fee shall be a demand
obligation of the Borrower. The Borrower may meet the Imposition payment
requirements of this Subsection 6.6 by remitting the Monthly Escrow Payments when
due, by immediately providing Notice to the Lender of any new Imposition or
increased Imposition unknown to the Lender, and by paying to the Lender on demand
any amount required to increase the Escrow Fund to an amount sufficient to permit
the Lender to pay all Impositions from the Escrow Fund on time. If the Borrower
wishes to contest the validity or amount of an Imposition, it may do so by
complying with Section 12. If any new Legal Requirement (other than a general tax
on income or on interest payments) taxes the Deed of Trust so that the yield on the
Indebtedness would be reduced, and the Borrower may





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U-Store-It Self Storage Warehouse
[_________]

AEGON Loan No. 89255


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	 	 	 	lawfully pay the tax or reimburse the Lender for its payment, the Borrower shall do
so.






	 	6.7	 	Legal Control of the Real Property
	 
	 	 	 	Under the terms of the Loan Documents, the Real Property shall remain under the
Legal Control of a Permitted Control Group Member during the term of the Loan.
	 
	 	6.8	 	Management of the Real Property
	 
	 	 	 	The Real Property shall be managed at all times by the Key Principal, by a property
management company engaged by the Key Principal to manage the Real Property, or by
a Qualified Property Manager.
	 
	 	6.9	 	Maintenance of the Real Property
	 
	 	 	 	The Borrower shall not commit or permit any waste of the Real Property as a
physical or economic asset, and agrees to maintain in good repair the Improvements,
including structures, roofs, mechanical systems, parking lots or garages, and other
components of the Real Property that are necessary or desirable for the use of the
Real Property, or which the Borrower as landlord under any Lease is required to
maintain for the benefit of any tenant. In its performance of this Obligation, the
Borrower shall promptly and in a good and workmanlike manner repair or restore, as
required under Subsection 6.20, any elements of the Improvements that are damaged
or destroyed. The Borrower shall also replace roofs, parking lots, mechanical
systems, and other elements of the Improvements requiring periodic replacement. The
Borrower shall carry out such replacements no less frequently than would a
commercially reasonable owner intending to maintain the maximum income-generating
potential of the Real Property over its reasonable economic life. The Borrower
shall not, without the prior written consent of the Lender, demolish, reconfigure,
or materially alter the structural elements of the Improvements, unless such an
action is the obligation of the Borrower under a Lease approved by Lender or for
which the Lender’s approval is not required under the Absolute Assignment of Leases
and Rents. The Lender agrees that any request for its consent to such an action
shall be deemed given if the Lender does not respond within fifteen (15) Business
Days to any written request for such a consent, if the request is accompanied by
all materials required to permit the Lender to analyze the proposed action.
	 
	 	6.10	 	Use of the Real Property
	 
	 	 	 	The Borrower agrees that the Real Property may only be used as a storage facility
(with associated office space) and for no other purpose.
	 
	 	6.11	 	Legal Requirements
	 
	 	 	 	The Borrower shall maintain in full force and effect all governmental approvals and
licenses required for the conduct of the Borrower’s business and for the
maintenance and operation of the Real Property in compliance with applicable law,
and shall comply with all Legal Requirements relating to the Real Property at all
times.





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	 	6.12	 	Contracts and Franchises
	 
	 	 	 	The Borrower shall maintain in force all contracts and franchises necessary for the
conduct of the Borrower’s business and for the operation of the Real Property in
accordance with good commercial practice.
	 
	 	6.13	 	Covenants Regarding Certain Title Matters
	 
	 	 	 	The Borrower shall promptly pay, perform and observe all of its obligations under
the Easements included within the Appurtenances or under reciprocal easement
agreements, operating agreements, declarations, and restrictive covenants included
in the Permitted Encumbrances, shall not modify or consent to the termination of
any of them without the prior written consent of the Lender, shall promptly furnish
the Lender with copies of all notices of default under them, and shall cause all
covenants and conditions under them and benefiting the Real Property to be fully
performed and observed.
	 
	 	6.14	 	Independence of the Real Property
	 
	 	 	 	The Borrower shall maintain the independence of the Real Property from other land
and improvements not included within or located on the Land. In fulfilling this
covenant, the Borrower shall neither take any action which would make it necessary
to own or control any property other than the Real Property in order to meet the
obligations of the landlord under any Lease, or in order to comply with the Legal
Requirements, nor take any action which would cause any land or improvements other
than the Land and the Improvements to rely upon the Land or the Improvements for
those purposes.
	 
	 	6.15	 	Complete Lots and Tax Parcels
	 
	 	 	 	The Borrower shall take no action that would result in the inclusion of any portion
of the Land in a tax parcel or subdivision lot that is not entirely included within
the Land.
	 
	 	6.16	 	Commercial Property
	 
	 	 	 	The Real Property shall be used for commercial rather than for residential,
personal, family or household purposes.
	 
	 	6.17	 	Real Property is not Homestead Property
	 
	 	 	 	The Real Property shall NOT BECOME HOMESTEAD PROPERTY of the Borrower or of the
spouse of any person named as the Borrower.
	 
	 	6.18	 	Performance under Development Agreements
	 
	 	 	 	The Borrower shall fully, timely and completely perform all of the obligations of
the owner of the Real Property due under the Development Agreements and shall cause
no default under any of the Development Agreements.
	 
	 	6.19	 	Status of Certain Title Matters
	 
	 	 	 	The Borrower shall not take or fail to take any action with respect to the
Easements included within the Appurtenances or the reciprocal easement




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	 	 	 	agreements, operating agreements, declarations, and restrictive covenants included
in the Permitted Encumbrances if, as the result of such an action or failure, the
subject Easement or other title matter would (a) be rendered invalid or without
force or effect, (b) be amended or supplemented without the consent of the Lender,
(c) be placed in default or alleged default, (d) result in any lien against the
Real Property, or (e) give rise to any assessment against the Real Property, unless
immediately paid in full.
	 
	 	6.20	 	Restoration upon Casualty or Condemnation
	 
	 	 	 	If a casualty or condemnation occurs, the Borrower shall promptly commence the
Restoration of the Real Property, to the extent that the Lender has made Insurance
Proceeds or Condemnation Proceeds available to the Borrower for such Restoration.
	 
	 	6.21	 	Performance of Landlord Obligations
	 
	 	 	 	The Borrower shall perform its obligations as landlord under the Leases, and shall
neither take any action, nor fail to take any action, if the action or failure
would be inconsistent with the commercially reasonable management of the Real
Property for the purpose of enhancing its long-term performance and value. The
Borrower shall not, without the Lender’s written consent, extend, modify, declare a
default under, terminate, or enter into any Lease of the Real Property, except in
compliance with the Absolute Assignment of Leases and Rents.
	 
	 	6.22	 	Financial Reports and Operating Statements






	 	(a)	 	Maintenance of Books and Records
	 
	 	 	 	During the term of the Loan, the Borrower shall maintain complete and
accurate accounting and operational records, including copies of all
Leases and other material written contracts relating to the Real Property,
copies of all tax statements, and evidence to support the payment of all
material property-related expenses.
	 
	 	(b)	 	Delivery of Financial and Property-Related Information
	 
	 	 	 	Within one hundred twenty (120) days after the end of each of its fiscal
years, or, if a Default exists, on demand by the Lender, the Borrower
shall deliver to the Lender (A) copies of the financial statements of the
Borrower and its general partner, including balance sheets and earnings
statements, (B) a complete and accurate operating statement for the Real
Property, and (C) a complete rent roll, all in form satisfactory to the
Lender. The rent roll must be certified by the Borrower to be true and
correct and be in a form reasonably acceptable to Lender. If the Borrower
fails to deliver the items required in this Subsection, the Lender may
engage an accounting firm to prepare the required items. The Borrower
shall cooperate fully with any investigative audit required to permit the
accounting firm to produce these items, and the fees and expenses incurred
in connection with their preparation shall be paid on demand by the
Borrower.





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U-Store-It Self Storage Warehouse
[_________]

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	 	(c)	 	Effect of Failure to Deliver Financial and Property Reports
	 
	 	 	 	If no Default exists and the Borrower fails to provide the financial and
property reports required under this Section within one hundred twenty
(120) days of the close of any fiscal year, the Lender will provide a
Notice of this failure and a thirty (30)-day opportunity to cure before a
Default shall exist. All monthly payments of principal and interest under
the Note that become due after this cure period has elapsed but before the
reports are received by the Lender must be accompanied by a fee of .000834
times the principal balance of the Loan at the beginning of the previous
month, regardless of whether the Notice has asserted that the failure
constitutes a Default under this Deed of Trust. This fee is to compensate
the Lender for (A) the increased risk resulting from the Lender’s
inability to monitor and service the Loan using up-to-date information and
(B) the reduced value and liquidity of the Loan as a financial asset.
	 
	 	(d)	 	Certification of Information
	 
	 	 	 	The financial and operating statements provided under this Subsection
shall be certified by an independent certified public accountant as having
been prepared in accordance with generally accepted accounting principles,
consistently applied, or, in the case of financial statements prepared on
a cash or income tax basis, or of operating statements, as not materially
misleading based on an audit conducted in accordance with generally
accepted auditing standards. The Borrower shall, however certify that such
statements are true and correct, and the Lender expressly reserves the
right to require such a certification by an independent certified public
accountant if a Default exists or if the Lender has reason to believe
that any previously provided financial or operating statement is
misleading in any material respect.






	 	6.23	 	Estoppel Statements
	 
	 	 	 	Upon request by the Lender, the Borrower shall, within ten (10) Business Days of
Notice of the request, furnish to the Lender or to whom it may direct, a written
statement acknowledging the amount of the Indebtedness and disclosing whether any
offsets or defenses exist against the Indebtedness. Thereafter, the Borrower shall
be estopped from asserting any other offsets or defenses alleged to have arisen as
of the date of the statement.
	 
	 	6.24	 	Prohibition on Certain Distributions
	 
	 	 	 	If a Default exists under Subsection 10.1 or under any of Subparagraphs (b), (c),
(d), (e) or (f) of Subsection 10.2, the Borrower shall not pay any dividend or make
any partnership, trust or other distribution, and shall not make any payment or
transfer any property in order to purchase, redeem or retire any interest in its
beneficial interests or ownership.
	 
	 	6.25	 	Use of Loan Proceeds
	 
	 	 	 	The Loan proceeds shall be used solely for commercial purposes.





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	 	6.26	 	Prohibition on Cutoff Notices
	 
	 	 	 	The Borrower shall not issue any Notice to the Lender to the effect that liens on
the Real Property after the date of the Notice will enjoy priority over the lien of
this Deed of Trust.
	 
	 	6.27	 	Prohibited Person Compliance
	 
	 	 	 	Borrower warrants, represents and covenants that neither Borrower nor any Obligor
nor any of their respective affiliated entities is or will be an entity or person
(i) that is listed in the Annex to, or is otherwise subject to the provisions of,
Executive Order 13224 issued on September 24, 2001 (“EO13224”), (ii) whose name
appears on the United States Treasury Department’s Office of Foreign Assets Control
(“OFAC”) most current list of “Specifically Designated National and Blocked
Persons” (which list may be published from time to time in various mediums
including, but not limited to, the OFAC website,
http:www.treas.gov/ofac/t11sdn.pdf), (iii) who commits, threatens to commit or
supports “terrorism”, as that term is defined in EO 13224, or (iv) who is otherwise
affiliated with any entity or person listed above (any and all parties or persons
described in subparts [i] — [iv] above are herein referred to as a “Prohibited
Person”). Borrower covenants and agrees that neither Borrower, nor any Obligor nor
any of their respective affiliated entities will (i) conduct any business, nor
engage in any transaction or dealing, with any Prohibited Person, including, but
not limited to, the making or receiving of any contribution of funds, goods, or
services to or for the benefit of a Prohibited Person, or (ii) engage in or
conspire to engage in any transaction that evades or avoids, or has the purpose of
evading or avoiding, or attempts to violate, any of the prohibitions set forth in
EO13224. Borrower further covenants and agrees to deliver (from time to time) to
Lender any such certification or other evidence as may be requested by Lender in
its sole and absolute discretion, confirming that (i) neither Borrower nor any
Obligor is a Prohibited Person and (ii) neither Borrower nor any Obligor has
engaged in any business, transaction or dealings with a Prohibited Person,
including, but not limited to, the making or receiving of any contribution of
funds, goods, or services, to or for the benefit of a Prohibited Person.
	 
	 	6.28	 	Net Worth Requirement
	 
	 	 	 	At all times Carveout Obligor shall comply with the Net Worth Requirement. The
Carveout Obligor shall be required to furnish on the same annual basis required of
the Borrower a balance sheet certified true and accurate. If required for the
determination of compliance with the Net Worth Requirements, the Carveout Obligor
shall have the burden of proving its compliance by providing current financial
statements.






	7.	 	INSURANCE REQUIREMENTS






At all times until the Indebtedness is paid in full, the Borrower shall maintain insurance
coverage and administer insurance claims in compliance with this Section.


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AEGON Loan No. 89255


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	 	7.1	 	Required Coverages






	 	(a)	 	Open Perils/Special Form/Special Perils Property
	 
	 	 	 	The Borrower shall maintain “Open Perils,” “Special Form,” or “Special
Perils” property insurance coverage in an amount not less than one hundred
percent (100%) of the replacement cost of all insurable elements of the
Real Property and of all tangible Personal Property, with coinsurance
waived, or if a coinsurance clause is in effect, with an agreed amount
endorsement acceptable to the Lender. Coverage shall extend to the Real
Property and to all tangible Personal Property.
	 
	 	(b)	 	Broad Form Boiler and Machinery
	 
	 	 	 	If any boiler or other machinery is located on or about the Real Property,
the Borrower shall maintain broad form boiler and machinery coverage,
including a form of business income coverage.
	 
	 	(c)	 	Flood
	 
	 	 	 	If the Real Property is located in a special flood hazard area (that is,
an area within the 100-year floodplain) according to the most current
flood insurance rate map issued by the Federal Emergency Management Agency
and if flood insurance is available, the Borrower shall maintain flood
insurance coverage on all insurable elements of Real Property and of all
tangible Personal Property.
	 
	 	(d)	 	Business Interruption
	 
	 	 	 	The Borrower shall maintain a form of business income coverage in the
amount of eighty percent (80%) of one year’s business income from the
Property.
	 
	 	(e)	 	Comprehensive/General Liability
	 
	 	 	 	The Borrower shall maintain commercial general liability coverage (which
may be in the form of umbrella/excess liability insurance) with a
$1,000,000 combined single limit per occurrence and a minimum aggregate
limit of $2,000,000.
	 
	 	(f)	 	Liquor Liability
	 
	 	 	 	The Borrower shall maintain liquor liability coverage, if applicable law
may impose liability on those selling, serving, or giving alcoholic
beverages to others and if such beverages will be sold, served or given on
the Real Property by the Borrower.
	 
	 	(g)	 	Elective Coverages
	 
	 	 	 	The Lender may require additional coverages appropriate to the property
type and site location. Additional coverages may include law and
ordinance, earthquake, windstorm, mine subsidence, sinkhole, personal
property, supplemental liability, or coverages of other property-specific
risks.






	 	7.2	 	Primary Coverage
	 
	 	 	 	Each coverage required under this Section shall be primary rather than contributing
or secondary to the coverage Borrower may carry for other




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	 	 	 	properties or risks, provided, however, that blanket coverage shall be
acceptable if (a) the policy includes limits by property location and (b) the
Lender determines, in the exercise of its sole and absolute discretion, that the
amount of such coverage is sufficient in light of the other risks and properties
insured under the blanket policy.
	 
	 	7.3	 	How the Lender Shall Be Named
	 
	 	 	 	On all property insurance policies and coverages required under this Section
(including coverage against loss of business income), the Lender must be named as
“first mortgagee” under a standard mortgage clause. On all liability policies and
coverages, the Lender must be named as an “additional insured.” The Lender shall be
referred to verbatim as follows: “Transamerica Financial Life Insurance Company and
its successors, assigns, and affiliates; as their interest may appear; c/o AEGON
USA Realty Advisors, Inc.; Mortgage Loan Dept.; 4333 Edgewood Rd., NE; Cedar
Rapids, Iowa 52499-5443.”
	 
	 	7.4	 	Rating
	 
	 	 	 	Each insurance carrier providing insurance required under this Section must have,
independently of its parent’s or any reinsurer’s rating, a General Policyholder
Rating of A, and a Financial Rating of X or better, as reported in the most current
issue of Best’s Insurance Guide, or as reported by Best on its internet web site.
	 
	 	7.5	 	Deductible
	 
	 	 	 	The maximum deductible on each required coverage or policy is $100,000.
	 
	 	7.6	 	Notices, Changes and Renewals
	 
	 	 	 	All policies must require the insurance carrier to give the Lender a minimum of ten
(10) days’ notice in the event of modification, cancellation or termination for non
payment of premium and a minimum of thirty (30) days’ notice of non renewal. The
Borrower shall report to the Lender immediately any facts known to the Borrower
that may adversely affect the appropriateness or enforceability of any insurance
contract, including, without limitation, changes in the ownership or occupancy of
the Real Property, any hazard to the Real Property and any matters that may give
rise to any claim. Prior to expiration of any policy required under this Section,
the Borrower shall provide either (a) an original or certified copy of the renewed
policy, or (b) a “binder,” an Acord 28 (real property), Acord 27 (personal
property) or Acord 25 (liability) certificate, or another document satisfactory to
the Lender conferring on the Lender the rights and privileges of mortgagee. If the
Borrower meets the foregoing requirement under clause (b), the Borrower shall
supply an original or certified copy of the original policy within ninety (90)
days. All binders, certificates, documents, and original or certified copies of
policies must name the Borrower as a named insured or as an additional insured,
must include the complete and accurate property address and must bear the original
signature of the issuing insurance agent.




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	 	7.7	 	Unearned Premiums
	 
	 	 	 	If this Deed of Trust is foreclosed, the Lender may at its discretion cancel any of
the insurance policies required under this Section and apply any unearned premiums
to the Indebtedness.
	 
	 	7.8	 	Forced Placement of Insurance
	 
	 	 	 	If the Borrower fails to comply with the requirements of this Section, the Lender
may, at its discretion, procure any required insurance. Any premiums paid for such
insurance, or the allocable portion of any premium paid by the Lender under a
blanket policy for such insurance, shall be a demand obligation under this Deed of
Trust, and any unearned premiums under such insurance shall comprise Insurance
Proceeds and therefore a portion of the Property.





8.     INSURANCE AND CONDEMNATION PROCEEDS





	 	8.1	 	Provisions of Approved Key Leases to Govern
	 
	 	 	 	The Lender agrees to permit the use of Insurance Proceeds and Condemnation Proceeds
consistently with the terms of any Key Lease approved by the Lender at the time of
the origination of the Loan or during the Loan term, if no Default exists, if the
Borrower is obligated under the related Key Lease to effect the Restoration of the
Real Property, if the Lender may hold the Insurance Proceeds or Condemnation
Proceeds and condition their disbursement as described in Subsections 8.5 and 8.7,
and if the tenant under the related Key Lease confirms to the Lender in writing
that it is committed to pay full Rent following the completion of the Restoration.
The remaining provisions of this Section shall apply to the extent that they are
consistent with the terms of the approved Key Lease.
	 
	 	8.2	 	Adjustment and Compromise of Claims and Awards
	 
	 	 	 	The Borrower may settle any insurance claim or condemnation proceeding if the
effect of the casualty or the condemnation may be remedied for $190,000 or less. If
a greater sum is required, the Borrower may not settle any such claim or proceeding
without the advance written consent of the Lender. If a Default exists, the
Borrower may not settle any insurance claim or condemnation proceeding without the
advance written consent of the Lender.
	 
	 	8.3	 	Direct Payment to the Lender of Proceeds
	 
	 	 	 	If the Insurance Proceeds received in connection with a casualty or the
Condemnation Proceeds received in respect of a condemnation exceed $190,000, or if
there is a Default, then such proceeds shall be paid directly to the Lender. The
Lender shall have the right to endorse instruments which evidence proceeds that it
is entitled to receive directly.
	 
	 	8.4	 	Availability to the Borrower of Proceeds
	 
	 	 	 	The Borrower shall have the right to use the Insurance Proceeds or the Condemnation
Proceeds to carry out the Restoration of the Real Property, if the





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amount received is less than $2,173,725, subject to the conditions set forth in
Subsections 8.5, 8.6, and 8.7 of this Section.




If the amount received in respect of a casualty or condemnation equals or exceeds
$2,173,725, and if the Loan-to-Value ratio of the Property on completion will be
seventy percent (70%) or less, as determined by the Lender in its discretion based
on its estimate of the market value of the Real Property, the Lender shall receive
such Insurance Proceeds or Condemnation Proceeds directly and hold them in a fund
for Restoration subject to the conditions set forth in Subsections 8.5, 8.6, and
8.7 of this Section. If the Lender’s estimate of the market value of the Real
Property implies a Loan-to-value ratio of over 70%, and the Borrower disagrees with
the Lender’s estimate, the Borrower may require that the Lender engage an
independent appraiser (the “Fee Appraiser”) to prepare and submit to AEGON a full
narrative appraisal report estimating the market value of the Real Property. The
Fee Appraiser shall be certified in [individual state specific information inserted
here] and shall be a member of a national appraisal organization that has adopted
the Uniform Standards of Professional Appraisal Practice (USPAP) established by the
Appraisal Standards Board of the Appraisal Foundation. The Fee Appraiser will be
required to use assumptions and limiting conditions established by the Lender and
to prepare the appraisal in conformity with the Lender’s Appraisal Guidelines. For
purposes of this Section, the independent appraiser’s value conclusion shall be
binding on both the Lender and the Borrower. The Borrower shall have the right to
make a prepayment of the Loan, without premium, sufficient to achieve this
Loan-to-value ratio. The independent fee appraisal shall be at the Borrower’s
expense, and the Borrower shall pay to the Lender an administrative fee of $2,500
in connection with its review. The Lender may require that the Borrower deposit
$10,000 with the Lender as security for these expenses or may pay the fee
appraiser’s and administrative fees from the proceeds at its sole discretion.




Unless the Borrower has the right to use the Insurance Proceeds or the Condemnation
Proceeds under the foregoing paragraphs, the Lender may, in its sole and absolute
discretion, either apply them to the Loan balance or disburse them for the purposes
of repair and reconstruction, or to remedy the effects of the condemnation. No
prepayment premium will be charged on Insurance Proceeds or Condemnation Proceeds
applied to reduce the principal balance of the Loan.




	 	8.5	 	Conditions to Availability of proceeds
	 
	 	 	 	The Lender shall have no obligation to release Insurance Proceeds or Condemnation
Proceeds to the Borrower, and may hold such amounts as additional security for the
Loan, if (a) a Default exists, (b) a payment Default has occurred during the
preceding twelve (12) months, (c) the Lender has delivered to the Borrower Notice
of any act, omission or circumstance that will, if uncured, become a Default, and
the required cure has not been effected or (d) if the Insurance Proceeds or
Condemnation Proceeds received by the Lender and any other funds deposited by the
Borrower with the Lender are insufficient, as determined by the Lender in its
reasonable discretion, to complete the Restoration. If a Default exists, the Lender
may at its sole and absolute discretion





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apply such Insurance Proceeds and Condemnation Proceeds to the full or partial cure
of the Default.




	 	8.6	 	Permitted Mezzanine Financing for Rebuilding or Remediation of the Effect
of Taking by Eminent Domain
	 
	 	 	 	If the Lender reasonably determines that the Insurance Proceeds or Condemnation
Proceeds received in respect of a casualty or condemnation, as the case may be,
would be insufficient to permit the Borrower to restore the Improvements to their
condition before the casualty, or to remedy the effect on the Real Property of the
condemnation, then the Borrower shall use its best efforts to secure such
additional funds as are necessary to effect the Restoration. The Borrower’s
obligation to use its best efforts shall be limited to securing such funds on a
non-recourse basis. Interests in the Borrower may be pledged as security to the
extent necessary in connection with any such financing.
	 
	 	8.7	 	Draw Requirements
	 
	 	 	 	The Borrower’s right to receive Insurance Proceeds and Condemnation Proceeds held
by the Lender under this Section shall be conditioned on the Lender’s approval of
plans and specifications for the Restoration. Each draw shall be in the minimum
amount of $50,000. Draw requests shall be accompanied by customary evidence of
construction completion, and by endorsements to the Lender’s mortgagee title
insurance coverage insuring the absence of construction, mechanics’ or
materialmen’s liens. Draws based on partial completion of the Restoration shall be
subject to a ten percent (10%) holdback. All transactional expenses shall be paid
by the Borrower.





9.     ESCROW FUND





The Borrower shall pay the Monthly Escrow Payment on the first (1st) day of every
month, commencing with the month in which the first regular payment of principal
and interest is due. The Lender shall hold Monthly Escrow Payments in a
non-interest-bearing fund from which the Lender will pay on a timely basis those
Escrow Expenses that the Lender has anticipated will become payable on a regular
basis during the Loan’s term, and on which the Lender has based its determination
of the Monthly Imposition Requirement, the Monthly Insurance Premium Requirement
and the Monthly Reserve Requirement. The Escrow Fund will be maintained as an
accounting entry in the Lender’s general account, where it may be commingled with
the Lender’s other funds. The Lender may reanalyze the projected Escrow Expenses
from time to time and shall advise the Borrower of any change in the amount of the
Monthly Escrow Payment. Upon the foreclosure of this Deed of Trust, the delivery of
a deed in lieu of foreclosure, or the payoff of the Loan, the Lender shall apply
amounts in the Escrow Fund, net of accrued Escrow Expenses, to the Indebtedness.
The Lender shall remit any amounts in excess of the Indebtedness to the Borrower.



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10.     DEFAULT





	 	10.1	 	Payment Defaults
	 
	 	 	 	A “Default” shall exist without Notice upon the occurrence of any of the following
events:






	 	(a)	 	Scheduled Payments
	 
	 	 	 	The Borrower’s failure to pay, or to cause to be paid, (i) any regular
monthly payment of principal and interest under the Note, together with
any required Monthly Escrow Payment, on or before the tenth
(10th) day of the month in which it is due or (ii) any other
scheduled payment under the Note, this Deed of Trust or any other Loan
Document.
	 
	 	(b)	 	Payment at Maturity
	 
	 	 	 	The Borrower’s failure to pay, or to cause to be paid, the Indebtedness
when the Loan matures by acceleration under Section 16, because of a
transfer or encumbrance under Section 13, or by lapse of time.
	 
	 	(c)	 	Demand Obligations
	 
	 	 	 	The Borrower’s failure to pay, or to cause to be paid, within five (5)
Business Days of the Lender’s demand, any other amount required under the
Note, this Deed of Trust or any of the other Loan Documents.






	 	10.2	 	Incurable Nonmonetary Default
	 
	 	 	 	A Default shall exist upon any of the following:






	 	(a)	 	Material Untruth or Misrepresentation
	 
	 	 	 	The Lender’s discovery that any representation made by the Borrower in any
Loan Document was materially untrue or misleading when made, if the
misrepresentation either was intentional or is not capable of being cured
as described in paragraph 10.3(a) below.
	 
	 	(b)	 	Due on Sale or Encumbrance
	 
	 	 	 	The occurrence of any sale, conveyance, transfer or vesting or any
Prohibited Structural Change that would result in the Loan becoming
immediately due and payable at the Lender’s option under Section 13.
	 
	 	(c)	 	Voluntary Bankruptcy Filing
	 
	 	 	 	The filing by the Borrower of a petition in bankruptcy or for relief from
creditors under any present or future law that affords general protection
from creditors.
	 
	 	(d)	 	Insolvency
	 
	 	 	 	The failure of the Borrower generally to pay its debts as they become due,
its admission in writing to an inability so to pay its debts, the making
by the Borrower of a general assignment for the benefit of creditors, or a
judicial determination that the Borrower is insolvent.
	 
	 	(e)	 	Receivership
	 
	 	 	 	The appointment of a receiver or trustee to take possession of any of the
assets of the Borrower.





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	 	(f)	 	Levy or Attachment
	 
	 	 	 	The taking or seizure of any material portion of the Property under levy
of execution or attachment.
	 
	 	(g)	 	Lien
	 
	 	 	 	The filing against the Real Property of any lien or claim of lien for the
performance of work or the supply of materials, or the filing of any
federal, state or local tax lien against the Borrower, or against the Real
Property, unless the Borrower promptly complies with Section 12 of this
Deed of Trust.
	 
	 	(h)	 	Defaults under other Loan Documents
	 
	 	 	 	The existence of any default under any other Loan Document, provided any
required Notice of such default has been given and any applicable cure
period has expired.
	 
	 	(i)	 	Dissolution or Liquidation
	 
	 	 	 	The Borrower shall initiate or suffer the commencement of a proceeding for
its dissolution or liquidation, and such proceeding shall not be dismissed
within thirty (30) days, or the Borrower shall cease to exist as a legal
entity (unless resulting in a Permitted Transfer).






	 	10.3	 	Curable Non-Monetary Default
	 
	 	 	 	A Default shall exist, following the cure periods specified below, under the
following circumstances:






	 	(a)	 	Unintentional Misrepresentations that are Capable of Being
Cured
	 
	 	 	 	A “Default” shall exist, with Notice, if the Lender discovers that the
Borrower has unintentionally made any material misrepresentation that is
capable of being cured, unless the Borrower promptly commences and
diligently pursues a cure of the misrepresentation approved by the Lender,
and completes the cure within thirty (30) days. Any such cure shall place
the Lender in the risk position that would have existed had the false
representation been true when made.
	 
	 	(b)	 	Involuntary Bankruptcy or Similar Filing
	 
	 	 	 	The Borrower becomes the subject of any petition or action seeking to
adjudicate it bankrupt or insolvent, or seeking liquidation, winding up,
reorganization, arrangement, adjustment, protection, relief, or
composition of it or its debts under any law relating to bankruptcy,
insolvency or reorganization or relief, or that may result in a
composition of its debts, provide for the marshaling of the Borrower’s
assets for the satisfaction of its debts, or result in the judicially
ordered sale of the Borrower’s assets for the purpose of satisfying its
obligations to creditors, unless a motion for the dismissal of the
petition or other action is filed within ten (10) days and results in its
dismissal within sixty (60) days of the filing of the petition or other
action.





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	 	(c)	 	Entry of a Material Judgment
	 
	 	 	 	Any judgment is entered against the Borrower or any other Obligor, and the
judgment may materially and adversely affect the value, use or operation
of all of the Parcels (taken as a whole), unless the judgment is satisfied
within ten (10) business days.
	 
	 	(d)	 	Events Affecting Carveout Obligors
	 
	 	 	 	A “Default” shall exist upon the occurrence of any event of insolvency
affecting a Carveout Obligor (including any bankruptcy filing, the
appointment of a receiver or trustee to take possession of any of the
assets of a Carveout Obligor), the taking or seizure of any material
portion of the property of a Carveout Obligor under levy of execution or
attachment, or the death, dissolution or liquidation of a Carveout
Obligor, unless, at the end of the 180-day period commencing on the date
of such occurrence, the affected Carveout Obligor is replaced by one or
more entities or individuals who assume liability for the Carveout
Obligations, so that all Carveout Obligors, together, meet the Net Worth
Requirement and have the direct or indirect power to exercise management
control over the Real Property.
	 
	 	(e)	 	Other Defaults
	 
	 	 	 	The Borrower fails to observe any promise or covenant made in this Deed of
Trust, unless the failure results in a Default described elsewhere in this
Section 10, provided the Lender delivers written Notice to the Borrower of
the existence of such an act, omission or circumstance, and that such an
act, omission or circumstance shall constitute a Default under the Loan
Documents unless the Borrower promptly initiates an effort to cure the
potential Default, pursues the cure diligently and continuously, and
succeeds in effecting the cure within one hundred twenty (120) days of it
is given Notice. The Lender shall afford the Borrower an additional period
of one hundred twenty (120) days in cases where construction or repair is
needed to cure the potential Default, and the cure cannot be completed
within the first one hundred twenty (120) day cure period. During the cure
period, the Borrower has the obligation to provide on demand satisfactory
documentation of its effort to cure, and, upon completion, evidence that
the cure has been achieved. All notice and cure periods provided in this
Deed of Trust shall run concurrently with any notice or cure periods
provided by law and in any of the other Loan Documents.





11.     RIGHT TO CURE





The Lender shall have the right to cure any Default. The expenses of doing so shall be part
of the Indebtedness, and the Borrower shall pay them to the Lender on demand.



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12.     CONTEST RIGHTS





The Borrower may secure the right to contest Impositions and construction, mechanics’ or
materialmen’s liens, through appropriate proceedings conducted in good faith, by either (A)
depositing with the Lender an amount equal to one hundred twenty five percent (125%) of the
amount of the Imposition or the lien, or (B) obtaining and maintaining in effect a bond
issued by a surety acceptable to the Lender, in an amount equal to the greater of (i) the
amount of a required deposit under clause (A) above and (ii) the amount required by the
surety or by the court in order to obtain a court order staying the foreclosure of the lien
pending resolution of the dispute, and releasing the lien of record. The proceeds of such a
bond must be payable directly to the Lender. The surety issuing such a bond must be
acceptable to the Lender in its sole discretion. After such a deposit is made or bond
issued, the Borrower shall promptly commence the contest of the lien and continuously
pursue that contest in good faith and with reasonable diligence. If the contest of the
related Imposition or lien is unsuccessful, any deposits or bond proceeds shall be used to
pay the Imposition or to satisfy the obligation from which the lien has arisen. Any surplus
shall be refunded to the Borrower.



13.      DUE ON TRANSFER OR ENCUMBRANCE





Upon the sale or transfer of any portion of the Real Property or any other conveyance,
transfer or vesting of any direct or indirect interest in the Borrower or the Property,
including (i) the direct or indirect transfer of, or the granting of a security interest
in, the ownership of the Borrower, (ii) any encumbrance (other than a Permitted
Encumbrance) of the Real Property (unless the Borrower contests the encumbrance in
compliance with Section 12.) and (iii) the lease, license or granting of any security
interest in the Personal Property, the Indebtedness shall, at the Lender’s option, become
immediately due and payable upon Notice to the Borrower, unless the sale, conveyance,
transfer or vesting is a Permitted Transfer or is permitted by Section 8.6.



14.     DUE ON SALE EXCEPTIONS





	 	14.1	 	Permitted Transfer to an Approved Purchaser
	 
	 	 	 	The Borrower shall have the right, on one occasion during the term of the Loan, to
sell or transfer the Property in a transaction approved by the Lender. The Lender
agrees that such a transfer shall be a Permitted Transfer if the following
conditions are satisfied:






	 	(a)	 	No Default
	 
	 	 	 	No Default shall exist, and no act, omission or circumstance shall exist
which, if uncured following Notice and the passage of time, would become a
Default.





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	 	(b)	 	Request and Supporting Materials
	 
	 	 	 	The Lender shall receive a written request for its approval at least
ninety (90) days before the proposed transfer. The request shall specify
the identity of the proposed transferee and the purchase price and other
terms of the transaction, shall include a copy of the proposed contract of
sale, and shall be accompanied by the financial statements, tax returns,
and organizational documents of the proposed transferee and its
principals.
	 
	 	(c)	 	Criteria to be Considered
	 
	 	 	 	The ownership structure, financial strength, credit history and
demonstrated property management expertise of the proposed transferee and
its principals shall be satisfactory to the Lender in its sole discretion.
The Lender expressly reserves the right to withhold its approval of the
proposed transfer if the proposed transferee or any of its principals is
or has been the subject of any bankruptcy, insolvency, or similar
proceeding.
	 
	 	(d)	 	Assumption Agreement
	 
	 	 	 	Under the terms of the proposed transfer, the proposed transferee shall
assume the Loan, without modification, under the terms of an assumption
agreement and additional documentation satisfactory to the Lender in form
and substance. Under the assumption agreement, the transferee shall
provide a representation as to the purchase price paid for the Real
Property.
	 
	 	(e)	 	Liability for Carveout Obligations
	 
	 	 	 	Under the terms of the assumption agreement and additional documentation,
liability for Carveout Obligations arising both before and after the date
of the transfer and assumption shall be retained or assumed by the parties
satisfactory to the Lender.
	 
	 	(f)	 	Title Insurance Endorsement
	 
	 	 	 	The Borrower shall agree to provide an endorsement to the Lender’s
mortgagee title insurance policy, insuring the continued validity and
priority of this Deed of Trust following the assumption.
	 
	 	(g)	 	Assumption Fee
	 
	 	 	 	The Lender shall receive an assumption fee of one percent (1%) of the
outstanding balance of the Loan, and the Borrower shall agree to reimburse
the Lender’s out-of-pocket expenses incurred in connection with the
proposed transfer, including title updates and endorsement charges,
recording fees, any applicable taxes and attorneys’ fees, regardless of
whether the transfer is consummated.






	 	14.2	 	Permitted Transfers of Certain Passive Interests
	 
	 	 	 	Any transfer of direct or indirect interests in the Borrower that meets the
requirements of this Section (a “Qualified Passive Interest Transfer”) shall be a
Permitted Transfer, and no transfer fee, assumption fee, processing fee or





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document review fee shall be charged in connection with the transfer. A Qualified
Passive Interest Transfer is any transfer of a direct or indirect interest in the
Borrower, if, following the transfer (i) the Real Property remains under the
individual or collective Legal Control of a Permitted Control Group Member; (ii)
the transfer does not result in a Prohibited Structural Change and, following the
transfer, the Real Property remains under the management control of the Carveout
Obligor or of a Qualified Property Manager approved by the Lender, and (iii) in the
determination of Lender, the transfer either (A) does not result in a change in
assets that would be at risk with respect to any recourse obligations, or (B) is a
transfer of direct interests in the Borrower to the devisees of the estate of a
deceased Carveout Obligor, and the Net Worth Requirement with respect to remaining
or new Carveout Obligors shall have been met by the Borrower. In addition to the
foregoing, the following conditions precedent must be satisfied: (1) the Borrower
shall deliver to Lender advance notice of the proposed transfer, together with
evidence reasonably satisfactory to the Lender that the proposed transfer would
meet the requirements of this Section (such evidence shall include a narrative
description and detailed pre- and post- transfer organizational charts of the
Borrower; and no Default shall exist at the time of the transfer); and (2) no
Default shall exist at the time of the transfer.




	 	14.3	 	Transfers of Limited Partnership Interests
	 
	 	 	 	Transfers between limited partners of the Borrower of their limited partnership
interests and the admission of new limited partners shall be a Permitted Transfer,
provided the general partner of the Borrower does not change and there is no change
in Legal Control.
	 
	 	14.4	 	Transfers of LLC Membership Interests
	 
	 	 	 	Transfers between members of the Borrower of their membership interests and the
admission of new members shall be a Permitted Transfer, provided the managing
member of the Borrower does not change and there is no change in Legal Control.
	 
	 	14.5	 	Transfers in Carveout Obligor and U-Store-It Trust
	 
	 	 	 	Transfers of the publicly traded stock of U-Store-It Trust, a Maryland real estate
investment trust, and transfers of the limited partnership interests in Carveout
Obligor shall be a Permitted Transfer; provided, however, at all times U-Store-It
Trust, a Maryland real estate investment trust, remains the sole general partner of
Carveout Obligor and owns at least 51% of the partnership interests in Carveout
Obligor.
	 
	 	14.6	 	Transaction Costs
	 
	 	 	 	The Borrower shall pay all out-of-pocket expenses incurred by the Lender in the
review and processing of a Permitted Transfer regardless of whether the Permitted
Transfer is carried out.





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15.     NOTICE OF ABSOLUTE ASSIGNMENT OF LEASES AND RENTS





Under the Absolute Assignment of Leases and Rents, the Borrower has assigned to the Lender,
and to its successors and assigns, all of the Borrower’s right and title to, and interest
in, the Leases, including all rights under the Leases and all benefits to be derived from
them. The rights assigned include all authority of the Borrower to modify or terminate
Leases, or to exercise any remedies, and the benefits assigned include all Rents. This
assignment is present and absolute, but under the terms of the Absolute Assignment of
Leases and Rents, the Lender has granted the Borrower a conditional license to collect and
use the Rents, and to exercise the rights assigned, in a manner consistent with the
Obligations, all as more particularly set forth in the Absolute Assignment of Leases and
Rents. The Lender may, however, terminate the license by written Notice to the Borrower on
certain conditions set forth in the Absolute Assignment of Leases and Rents.



16.     ACCELERATION





If a Default exists, the Lender may, at its option, declare the unpaid principal balance of
the Note to be immediately due and payable, together with all accrued interest on the
Indebtedness, all costs of collection (including reasonable attorneys’ fees and expenses)
and all other charges due and payable by the Borrower under the Note or any other Loan
Document. If the subject Default has arisen from a failure by the Borrower to make a
regular monthly payment of principal and interest, the Lender shall not accelerate the
Indebtedness unless the Lender shall have given the Borrower at least three (3) Business
Days’ advance Notice of its intent to do so.




If the subject Default is curable and nonmonetary in nature, the Lender shall exercise its
option to accelerate only by giving Notice of acceleration to the Borrower. The Lender
shall not give any such Notice of acceleration until (a) the Borrower has been given any
required Notice of the prospective Default and (b) any applicable cure period has expired.




Except as expressly described in this Section, no notice of acceleration shall be required
in order for the Lender to exercise its option to accelerate the Indebtedness in the event
of Default.



17.     RIGHTS OF ENTRY AND TO OPERATE





	 	17.1	 	Entry on Real Property
	 
	 	 	 	If a Default exists, the Lender may, to the extent permitted by law, enter upon the
Real Property and take exclusive possession of the Real Property and of all books,
records and accounts, all without Notice and without being guilty of trespass, but
subject to the rights of tenants in possession under the Leases. If the Borrower
remains in possession of all or any part of the Property after Default and without
the Lender’s prior written consent, the Lender may, without Notice to the Borrower,
invoke any and all legal remedies to dispossess the Borrower, including
specifically one or more actions for forcible entry and detainer, trespass to try
title and writ of restitution.





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	 	17.2	 	Operation of Real Property
	 
	 	 	 	Following Default, the Lender may hold, lease, manage, operate or otherwise use or
permit the use of the Real Property, either itself or by other persons, firms or
entities, in such manner, for such time and upon such other terms as the Lender may
deem to be prudent under the circumstances (making such repairs, alterations,
additions and improvements thereto and taking any and all other action with
reference thereto, from time to time, as the Lender deems prudent), and apply all
Rents and other amounts collected by the Lender in accordance with the provisions
of the Absolute Assignment of Leases and Rents.





18.      RECEIVERSHIP





Following Default, the Lender may apply to a court of competent jurisdiction for the
appointment of a receiver of the Property, ex parte without Notice to the Borrower, whether
or not the value of the Property exceeds the Indebtedness, whether or not waste or
deterioration of the Real Property has occurred, and whether or not other arguments based
on equity would justify the appointment. The Borrower irrevocably, with knowledge and for
valuable consideration, consents to such an appointment. Any such receiver shall have all
the rights and powers customarily given to receivers in [individual state specific
information inserted here], including the rights and powers granted to the Lender by this
Deed of Trust, the power to maintain, lease and operate the Real Property on terms approved
by the court, and the power to collect the Rents and apply them to the Indebtedness or
otherwise as the court may direct. Once appointed, a receiver may at the Lender’s option
remain in place until the Indebtedness has been paid in full.



19.      FORECLOSURE; POWER OF SALE





	 	19.1	 	Availability of Remedies
	 
	 	 	 	Upon Default, the Lender may immediately proceed to foreclose the lien of this Deed
of Trust, against all or part of the Property, or to sell the Property, by judicial
or nonjudicial foreclosure in accordance with the laws of [individual state
specific information inserted here] and may pursue any other remedy available to
commercial mortgage lenders under the laws of [individual state specific
information inserted here].
	 
	 	19.2	 	Public Sale
	 
	 	 	 	Trustee is hereby authorized and empowered, and it shall be Trustee’s special duty,
upon such request of Beneficiary, to sell the Property, or any part thereof, at
public auction to the highest bidder for cash, with or without having taken
possession of same. Any such sale (including notice thereof) shall comply with the
applicable requirements, at the time of the sale, of [individual state specific
information inserted here] or, if and to the extent such statute is not then in
force, with the applicable requirements, at the time of the sale, of the successor
statute or statutes, if any, governing sales of [individual state specific
information inserted here] real property under powers of sale conferred by deeds of
trust. If there is no statute in force at the time of the sale governing sales of
[individual





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state specific information inserted here] real property under powers of sale
conferred by deeds of trust, such sale shall comply with applicable law, at the
time of the sale, governing sales of [individual state specific information
inserted here] real property under powers of sale conferred by deeds of trust.




	 	19.3	 	Right to Require Proof of Financial Ability and/or Cash Bid
	 
	 	 	 	At any time during the bidding, the Trustee may require a bidding party (A) to
disclose its full name, state and city of residence, occupation, and specific
business office location, and the name and address of the principal the bidding
party is representing (if applicable), and (B) to demonstrate reasonable evidence
of the bidding party’s financial ability (or, if applicable, the financial ability
of the principal of such bidding party), as a condition to the bidding party
submitting bids at the foreclosure sale. If any such bidding party (the “Questioned
Bidder”) declines to comply with the Trustee’s requirement in this regard, or if
such Questioned Bidder does respond but the Trustee, in Trustee’s sole and absolute
discretion, deems the information or the evidence of the financial ability of the
Questioned Bidder (or, if applicable, the principal of such bidding party) to be
inadequate, then the Trustee may continue the bidding with reservation; and in such
event (1) the Trustee shall be authorized to caution the Questioned Bidder
concerning the legal obligations to be incurred in submitting bids, and (2) if the
Questioned Bidder is not the highest bidder at the sale, or if having been the
highest bidder the Questioned Bidder fails to deliver the cash purchase price
payment promptly to the Trustee, all bids by the Questioned Bidder shall be null
and void. The Trustee may, in Trustee’s sole and absolute discretion, determine
that a credit bid may be in the best interest of the Grantor and Beneficiary, and
elect to sell the Property for credit or for a combination of cash and credit;
provided, however, that the Trustee shall have no obligation to accept any bid
except an all cash bid. In the event the Trustee requires a cash bid and cash is
not delivered within a reasonable time after conclusion of the bidding process, as
specified by the Trustee, but in no event later than 3:45 p.m. local time on the
day of sale, then said contingent sale shall be null and void, the bidding process
may be recommenced, and any subsequent bids or sale shall be made as if no prior
bids were made or accepted.
	 
	 	19.4	 	Sale Subject to Unmatured Indebtedness
	 
	 	 	 	In addition to the rights and powers of sale granted under the preceding provisions
of this subsection, if default is made in the payment of any installment of the
Indebtedness, Beneficiary may, at Beneficiary’s option, at once or at any time
thereafter while any matured installment remains unpaid, without declaring the
entire Indebtedness to be due and payable, orally or in writing direct Trustee to
enforce this trust and to sell the Property subject to such unmatured Indebtedness
and to the rights, powers, liens, security interests, and assignments securing or
providing recourse for payment of such unmatured Indebtedness, in the same manner,
all as provided in the preceding provisions of this subsection. Sales made without
maturing the Indebtedness may be made hereunder whenever there is a default in the
payment of any installment of the Indebtedness, without exhausting the power of
sale granted hereby, and without affecting in any way the power of sale granted
under this subsection, the unmatured balance of the





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Indebtedness or the rights, powers, liens, security interests, and assignments
securing or providing recourse for payment of the Indebtedness.




	 	19.5	 	Partial Foreclosure
	 
	 	 	 	Sale of a part of the Property shall not exhaust the power of sale, but sales may
be made from time to time until the Indebtedness is paid and the Obligations are
performed and discharged in full. It is intended by each of the foregoing
provisions of this subsection that Trustee may, after any request or direction by
Beneficiary, sell not only the Land and the Improvements, but also the Fixtures and
Personal Property and other interests constituting a part of the Property or any
part thereof, along with the Land and the Improvements or any part thereof, as a
unit and as a part of a single sale, or may sell at any time or from time to time
any part or parts of the Property separately from the remainder of the Property. It
shall not be necessary to have present or to exhibit at any sale any of the
Property.
	 
	 	19.6	 	Trustee’s Deeds
	 
	 	 	 	After any sale under this subsection, Trustee shall make good and sufficient deeds,
assignments, and other conveyances to the purchaser or purchasers thereunder in the
name of Grantor, conveying the Property or any part thereof so sold to the
purchaser or purchasers with general warranty of title by Grantor. It is agreed
that in any deeds, assignments or other conveyances given by Trustee, any and all
statements of fact or other recitals therein made as to the identity of
Beneficiary, the occurrence or existence of any Default, the notice of intention to
accelerate, or acceleration of, the maturity of the Indebtedness, the request to
sell, notice of sale, time, place, terms and manner of sale, and receipt,
distribution, and application of the money realized therefrom, the due and proper
appointment of a substitute trustee, and without being limited by the foregoing,
any other act or thing having been duly done by or on behalf of Beneficiary or by
or on behalf of Trustee, shall be taken by all courts of law and equity as prima
facie evidence that such statements or recitals state true, correct, and complete
facts and are without further question to be so accepted, and Grantor does hereby
ratify and confirm any and all acts that Trustee may lawfully do in the premises by
virtue hereof.





20.     WAIVERS





To the maximum extent permitted by law, the Borrower irrevocably and unconditionally WAIVES
and RELEASES any present or future rights (a) of reinstatement or redemption, (b) that may
exempt the Property from any civil process, (c) to appraisal or valuation of the Property,
(d) to extension of time for payment, (e) that may subject the Lender’s exercise of its
remedies to the administration of any decedent’s estate or to any partition or liquidation
action, (f) to any homestead and exemption rights provided by the Constitution and laws of
the United States and of [individual state specific information inserted here], (g) to
notice of acceleration or notice of intent to accelerate (other than as expressly stated
herein), and (h) that in any way would delay or defeat the right of the Lender to cause the
sale of the Real Property for the purpose of satisfying the Indebtedness. The Borrower
agrees that the price paid at a lawful foreclosure sale,



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whether by the Lender or by a third party, and whether paid through cancellation of all or
a portion of the Indebtedness or in cash, shall conclusively establish the value of the
Real Property.




BORROWER expressly WAIVES and RELINQUISHES any right or remedy which it may have or be able
to assert by reason of the provisions of [individual state specific information inserted
here] pertaining to the rights and remedies of sureties. To the maximum extent permitted by
applicable law, BORROWER hereby WAIVES and RELEASES all rights, remedies, claims and
defenses based upon or related to [individual state specific information inserted here] to
the extent the same pertain or may pertain to any enforcement of this Deed of Trust.




The foregoing waivers shall apply to and bind any party assuming the Obligations of the
Borrower under this Deed of Trust.



21.     EXCULPATION CLAUSE AND CARVEOUT OBLIGATIONS





The Lender agrees that it shall not seek to enforce any monetary judgment with respect to
the Indebtedness evidenced by the Note against the Borrower except through recourse to the
Property, unless the Obligation from which the judgment arises is a Carveout Obligation.
The Carveout Obligations include (a) the obligation to repay any portion of the
Indebtedness that arises because the Lender has advanced funds or incurred expenses in
respect of any of the “Carveouts” (as defined below), (b) the obligation to repay the
entire Indebtedness, if the Lender’s exculpation of the Borrower from personal liability
under this Section has become void as set forth below, (c) the obligation to indemnify the
Lender in respect of its actual damages suffered in connection with a Carveout, and (d) the
obligation to defend and hold the Lender harmless from and against any claims, judgments,
causes of action or proceedings arising from a Carveout. The Carveouts are:




	 	(a)	 	fraud or intentional misrepresentation;
	 
	 	(b)	 	gross negligence or willful misconduct;
	 
	 	(c)	 	the breach of any representation, warranty, covenant or indemnification
provision in the Environmental Indemnity Agreement or in any other Loan Document
concerning environmental laws, hazardous substances and asbestos and any
indemnification obligations with respect thereto;
	 
	 	(d)	 	the removal or disposal of any portion of the Property after a Default;
	 
	 	(e)	 	the misapplication or conversion (but only to the extent of such
misapplication or conversion) of (i) any Insurance Proceeds, (ii) any Condemnation
Proceeds, or (iii) any Rents following a Default;
	 
	 	(f)	 	failure to pay taxes, charges for labor or materials or other charges that
can create liens on any portion of the properties;
	 
	 	(g)	 	any security deposits, advance deposits or any other deposits which are not
delivered to Lender upon a foreclosure or action in lieu thereof, except to the extent
any such security deposits were applied in accordance with the terms and conditions of
any of the Leases prior to the occurrence of a Default that gave rise to such
foreclosure or action in lieu thereof;





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	 	(h)	 	failure to maintain status as a special purpose entity (as required under
Section 6.5 herein);
	 
	 	(i)	 	failure to permit on-site inspection of the Property;
	 
	 	(j)	 	failure to provide financial information (as required under Section 6.22
herein); and
	 
	 	(k)	 	failure to appoint a new property manager upon the request of the Lender
after a Default.






The Lender’s exculpation of the Borrower from personal liability for the repayment of the
Indebtedness evidenced by the Note shall be void without Notice with respect to any of the
following: (i) failure to obtain Lender’s prior written consent to any subordinate
financing or other voluntary lien encumbering the Property in violation of this Deed of
Trust; (ii) failure to obtain Lender’s prior written consent to any assignment, transfer,
or conveyance of the Property in violation of this Deed of Trust; or (iii) if the Property
or any part thereof shall become an asset in a bankruptcy or insolvency proceeding as a
result of any petition for bankruptcy, reorganization or arrangement pursuant to federal
bankruptcy law, or any similar federal or state law, filed by or collusively arranged by
Borrower or any affiliates of Borrower.



22.     SECURITY AGREEMENT AND FIXTURE FILING





	 	22.1	 	Definitions






“Account” shall have the definition assigned in the UCC.




“Bank” shall have the meaning assigned in the UCC.




“Chattel Paper” shall have the definition assigned in the UCC.




“Deposit Account” shall have the definition assigned in the UCC.




“Document” shall have the definition assigned in the UCC.




“Equipment” shall have the definition assigned in the UCC.




“Financing Statements” shall have the definition assigned in the UCC.




“General Intangibles” shall have the definition assigned in the UCC.




“Goods” shall have the definition assigned in the UCC. “Goods” include all
detached Fixtures, items of Personal Property that may become Fixtures, property
management files, accounting books and records, reports of consultants relating to
the Real Property, site plans, test borings, environmental or geotechnical surveys,
samples and test results, blueprints, construction and shop drawings, and plans and
specifications.




“Instrument” shall have the definition assigned in the UCC.




“Investment Property” shall have the definition assigned in the UCC.



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“Letter of Credit” shall have the definition assigned in the UCC.




“Letter of Credit Rights” shall have the definition assigned in the UCC.




“Money Collateral” means all money received in respect of Rents.




“Personal Property” means Accounts, Chattel Paper, Commercial Tort Claims,
Deposit Accounts, Documents, Equipment, Goods, Instruments, General Intangible
Collateral, Investment Property, Letter of Credit Rights, Letters of Credit, and
Money Collateral.




“Proceeds” shall have the meaning assigned in the UCC.




“UCC” means the Uniform Commercial Code as adopted in [individual state
specific information inserted here].




	 	22.2	 	Creation of Security Interest
	 
	 	 	 	This Deed of Trust shall be self-operative and shall constitute both a Deed of
Trust and a security agreement pursuant to the provisions of the UCC with respect
to the Personal Property and is being recorded as a fixture filing. For purposes of
the security agreement (i) the debtor is Borrower and Borrower’s name and address
appear in the first paragraph of this Deed of Trust, and (ii) the secured party is
Lender and Lender’s name and address appear in the first paragraph of this Deed of
Trust. The Borrower, as debtor, hereby grants the Lender, as secured party, for the
purpose of securing the Indebtedness, a security interest in the Accounts, Chattel
Paper, Commercial Tort Claims, Deposit Accounts, Documents, Goods, Instruments,
General Intangibles, Investment Property, Letter of Credit Rights, Letter of
Credit, and Money, in the accessions, additions, replacements, substitutions and
Proceeds of any of the foregoing items of collateral. Upon Default, the Lender
shall have the rights and remedies of a secured party under the UCC as well as all
other rights and remedies available at law or in equity, and, at the Lender’s
option, the Lender may also invoke the remedies provided elsewhere in this Deed of
Trust as to such Property. The Borrower and the Lender agree that the rights
granted to the Lender as secured party under this Section 22 are in addition to
rather than a limitation on any of the Lender’s other rights under this Deed of
Trust with respect to the Property.
	 
	 	22.3	 	Filing Authorization
	 
	 	 	 	The Borrower irrevocably authorizes the Lender to file, in the appropriate
locations for filings of UCC financing statements in any jurisdictions as the
Lender in good faith deems appropriate, such financing statements and amendments as
the Lender may require in order to perfect or continue this security interest, or
in order to prevent any filed financing statement from becoming misleading or from
losing its perfected status.
	 
	 	22.4	 	Additional Searches and Documentation
	 
	 	 	 	Borrower shall provide to Lender upon request, certified copies of any searches of
UCC records deemed necessary or appropriate by Lender to confirm the first





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priority status of its security interest in the Personal Property, together with
copies of all documents or records evidencing security interests disclosed by such
searches.




	 	22.5	 	Costs
	 
	 	 	 	The Borrower shall pay all filing fees and costs and all reasonable costs and
expenses of any record searches (or their continuations) as the Lender may require.
	 
	 	22.6	 	Representations, Warranties and Covenants of the Borrower






	 	(a)	 	Ownership of the Personal Property
	 
	 	 	 	All of the Personal Property is, and shall during the term of the Loan
continue to be, owned by the Borrower, and is not the subject matter of
any lease, control agreement or other instrument, agreement or transaction
whereby any ownership, security or beneficial interest in the Personal
Property is held by any person or entity other than the Borrower, subject
only to (1) the Lender’s security interest, (2) the rights of tenants
occupying the Property pursuant to Leases approved by the Lender, and (3)
the Permitted Encumbrances.
	 
	 	(b)	 	No Other Identity
	 
	 	 	 	The Borrower represents and warrants that the Borrower has not used or
operated under any other name or identity for at least five (5) years. The
Borrower covenants and agrees that Borrower will furnish Lender with
notice of any change in its name, form of organization, or state of
organization within thirty (30) days prior to the effective date of any
such change.
	 
	 	(c)	 	Location of Equipment
	 
	 	 	 	All Equipment is located upon the Land.
	 
	 	(d)	 	Removal of Goods
	 
	 	 	 	The Borrower will not remove or permit to be removed any item included in
the Goods from the Land, unless the same is replaced immediately with
unencumbered Goods (1) of a quality and value equal or superior to that
which it replaces and (2) which is located on the Land. All such
replacements, renewals, and additions shall become and be immediately
subject to the security interest of this Deed of Trust.
	 
	 	(e)	 	Proceeds
	 
	 	 	 	The Borrower may, without the Lender’s prior written consent, dispose of
Goods in the ordinary course of business, provided that, following the
disposition, the perfection of the Lender’s security interest in the
Proceeds of the disposition will continue under § 9-315 (d) of the UCC.
The Borrower shall not, without the Lender’s prior written consent,
dispose of any Personal Property in any other manner, except in compliance
with Paragraph (d) of this Subsection 22.6.





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	 	22.7	 	Fixture Filing
	 
	 	 	 	This Deed of Trust constitutes a financing statement filed as a fixture filing with
respect to any and all fixtures comprising Property. The “debtor” is YSI XX LP, a
limited partnership organized under Delaware law, the “secured party” is
Transamerica Financial Life Insurance Company, a New York corporation, the
collateral is as described in Subsection 22.1 above and the granting clause of this
Deed of Trust, and the addresses of the debtor and secured party are the addresses
stated in Subsection 27.12 of this Deed of Trust for Notices to such parties. The
organizational identification number of the debtor is 4024175. The owner of record
of the Real Property is YSI XX LP. This Deed of Trust shall also be effective as a
financing statement covering minerals or the like (including oil and gas) and
accounts subject to [individual state specific information inserted here].





23.     ENVIRONMENTAL MATTERS





	 	23.1	 	Representations
	 
	 	 	 	The Borrower represents as follows:






	 	(a)	 	No Hazardous Substances
	 
	 	 	 	To the best of the Borrower’s knowledge, and except as disclosed in the
ESA, no release of any Hazardous Substance has occurred on or about the
Real Property in a quantity or at a concentration level that (i) violates
any Environmental Law, or (ii) requires reporting to any regulatory
authority or would reasonably be expected to result in any obligation to
remediate under any Environmental Law.
	 
	 	(b)	 	Absence of Mold Contamination
	 
	 	 	 	To the best of the Borrower’s knowledge, the amount of mold present in the
air within the Improvements and the extent of mold growth on the elements
of the Improvements are no greater than normal in buildings free of
moisture intrusion. No mold-related tenant complaint or legal proceeding
relating to the Improvements exists, except as otherwise disclosed to
AEGON in writing
	 
	 	(c)	 	Compliance with Environmental Laws
	 
	 	 	 	The Real Property and its current use and presently anticipated uses
comply with all Environmental Laws, including those requiring permits,
licenses, authorizations, and other consents and approvals.
	 
	 	(d)	 	No Actions or Proceedings
	 
	 	 	 	No governmental authority or agency has commenced any action, proceeding
or investigation based on any suspected or actual violation of any
Environmental Law on or about the Real Property. To the best of the
Borrower’s knowledge, no such authority or agency has threatened to
commence any such action, proceeding, or investigation.





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	 	23.2	 	Environmental Covenants
	 
	 	 	 	The Borrower covenants as follows:






	 	(a)	 	Compliance with Environmental Laws
	 
	 	 	 	The Borrower shall, and the Borrower shall cause all employees, agents,
contractors, and tenants of the Borrower and any other persons present on
or occupying the Real Property to, keep and maintain the Real Property in
compliance with all Environmental Laws.
	 
	 	(b)	 	Notices, Actions and Claims
	 
	 	 	 	The Borrower shall promptly advise the Lender in writing of (i) any
written notices from any governmental or quasi-governmental agency or
authority of violation or potential violation of any Environmental Law
received by the Borrower, (ii) any and all enforcement, cleanup, removal
or other governmental or regulatory actions instituted, completed or
threatened pursuant to any Environmental Law, (iii) all claims made or (to
Borrower’s knowledge) threatened by any third party against the Borrower
or the Real Property relating to damage, contribution, cost recovery,
compensation, loss or injury resulting from any Hazardous Substances, and
(iv) discovery by the Borrower of any occurrence or condition on any real
property adjoining or in the vicinity of the Real Property that creates a
foreseeable risk of contamination of the Real Property by or with
Hazardous Substances.






	 	23.3	 	The Lender’s Right to Control Claims
	 
	 	 	 	The Lender shall have the right (but not the obligation) to join and participate
in, as a party if it so elects, any legal proceedings or actions initiated in
connection with any Hazardous Substances and to have its related and reasonable
attorneys’ and consultants’ fees paid by the Borrower upon demand if Lender in good
faith determines that counsel selected by Borrower cannot represent the interests
of Borrower and Lender.
	 
	 	23.4	 	Indemnification
	 
	 	 	 	THE BORROWER SHALL BE SOLELY RESPONSIBLE FOR, AND SHALL INDEMNIFY, DEFEND, AND HOLD
HARMLESS THE LENDER, THE TRUSTEE, AND THEIR RESPECTIVE DIRECTORS, OFFICERS,
EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS, FROM AND AGAINST, ANY CLAIM, JUDGMENT,
LOSS, DAMAGE, DEMAND, COST, EXPENSE OR LIABILITY OF WHATEVER KIND OR NATURE, KNOWN
OR UNKNOWN, CONTINGENT OR OTHERWISE, DIRECTLY OR INDIRECTLY ARISING OUT OF OR
ATTRIBUTABLE TO THE USE, GENERATION, STORAGE, RELEASE, THREATENED RELEASE,
DISCHARGE, DISPOSAL, OR PRESENCE (WHETHER PRIOR TO OR AFTER THE DATE OF THIS DEED
OF TRUST) OF HAZARDOUS SUBSTANCES ON, IN, UNDER OR ABOUT THE REAL PROPERTY (WHETHER
BY THE BORROWER, A PREDECESSOR IN TITLE, ANY TENANT, OR ANY EMPLOYEES, AGENTS,
CONTRACTOR OR SUBCONTRACTORS OF ANY OF THE FOREGOING OR ANY THIRD PERSONS AT ANY
TIME OCCUPYING OR PRESENT ON THE REAL





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PROPERTY), INCLUDING: (I) PERSONAL INJURY; (II) DEATH; (III) DAMAGE TO PROPERTY;
(IV) ALL CONSEQUENTIAL DAMAGES; (V) THE COST OF ANY REQUIRED OR NECESSARY REPAIR,
CLEANUP OR DETOXIFICATION OF THE REAL PROPERTY, INCLUDING THE SOIL AND GROUND WATER
THEREOF, AND THE PREPARATION AND IMPLEMENTATION OF ANY CLOSURE, REMEDIAL OR OTHER
REQUIRED PLANS; (VI) DAMAGE TO ANY NATURAL RESOURCES; AND (VII) ALL REASONABLE
COSTS AND EXPENSES INCURRED BY THE LENDER OR THE TRUSTEE IN CONNECTION WITH CLAUSES
(I) THROUGH (VI), INCLUDING REASONABLE ATTORNEYS’ AND CONSULTANTS’ FEES;
PROVIDED, HOWEVER,  THAT NOTHING CONTAINED IN THIS SECTION SHALL BE DEEMED
TO PRECLUDE THE BORROWER FROM SEEKING INDEMNIFICATION FROM, OR OTHERWISE PROCEEDING
AGAINST, ANY THIRD PARTY INCLUDING ANY TENANT OR PREDECESSOR IN TITLE TO THE REAL
PROPERTY, AND FURTHER PROVIDED THAT THIS INDEMNIFICATION WILL NOT EXTEND TO
MATTERS CAUSED BY THE LENDER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR ARISING
FROM A RELEASE OF HAZARDOUS SUBSTANCES WHICH OCCURS AFTER THE LENDER HAS TAKEN
POSSESSION OF THE REAL PROPERTY, SO LONG AS THE BORROWER HAS NOT CAUSED THE RELEASE
THROUGH ANY ACT OR OMISSION. THE COVENANTS, AGREEMENTS, AND INDEMNITIES SET FORTH
IN THIS SECTION SHALL BE BINDING UPON THE BORROWER AND ITS HEIRS, PERSONAL
REPRESENTATIVES, SUCCESSORS AND ASSIGNS, AND SHALL SURVIVE REPAYMENT OF THE
INDEBTEDNESS, FORECLOSURE OF THE REAL PROPERTY, AND THE BORROWER’S GRANTING OF A
DEED TO THE REAL PROPERTY IN LIEU OF FORECLOSURE. PAYMENT SHALL NOT BE A CONDITION
PRECEDENT TO THIS INDEMNITY. ANY COSTS OR EXPENSES INCURRED BY THE LENDER OR THE
TRUSTEE FOR WHICH THE BORROWER IS RESPONSIBLE OR FOR WHICH THE BORROWER HAS
INDEMNIFIED THE LENDER SHALL BE PAID TO THE LENDER ON DEMAND, WITH INTEREST AT THE
DEFAULT RATE FROM THE DATE INCURRED BY THE LENDER UNTIL PAID IN FULL, AND SHALL BE
SECURED BY THIS DEED OF TRUST. WITHOUT THE PRIOR WRITTEN CONSENT OF THE LENDER, THE
BORROWER SHALL NOT ENTER INTO ANY SETTLEMENT AGREEMENT, CONSENT DECREE, OR OTHER
COMPROMISE IN RESPECT TO ANY CLAIMS RELATING TO HAZARDOUS SUBSTANCES.




	 	23.5	 	Environmental Audits
	 
	 	 	 	If a Default exists, or at any time the Lender has reason to believe that a release
of Hazardous Substances may have occurred or may be likely to occur, the Lender may
require that the Borrower retain, or the Lender may retain directly, at the sole
cost and expense of the Borrower, a licensed geologist, industrial hygienist or an
environmental consultant acceptable to the Lender to conduct an environmental
assessment or audit of the Real Property. In the event that the Lender makes a
reasonable determination of the need for an environmental assessment or audit, the
Lender shall inform the Borrower in writing that such a





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determination has been made and, if requested to do so by the Borrower, give the
Borrower a written explanation of that determination before the assessment or audit
is conducted. The Borrower shall afford any person conducting an environmental
assessment or audit access to the Real Property and all materials reasonably
requested. The Borrower shall pay on demand the cost and expenses of any
environmental consultant engaged by the Lender under this Subsection. The Borrower
shall, at the Lender’s request and at the Borrower’s sole cost and expense, take
such investigative and remedial measures determined by the geologist, hygienist or
consultant to be necessary to address any condition discovered by the assessment or
audit so that (i) the Real Property shall be in compliance with all Environmental
Laws, (ii) the condition of the Real Property shall not constitute any identifiable
risk to human health or to the environment, and (iii) the value of the Real
Property shall not be affected by the presence of Hazardous Substances.



24.     CONCERNING THE TRUSTEE





	 	24.1	 	No Liability
	 
	 	 	 	The Trustee will not be liable for any error of judgment or act, or be otherwise
responsible or accountable under any circumstances. If the Trustee or anyone acting
by virtue of the Trustee’s powers enters the Real Property, the Trustee will not be
personally liable for debts contracted or for liability or damages incurred in the
management or operation of the Real Property. The Trustee will have the right to
rely on any instrument, document or signature authorizing or supporting any action
taken or proposed to be taken by the Trustee or believed by the Trustee in good
faith to be genuine. The Trustee will be entitled to reimbursement for expenses
actually incurred by the Trustee in the performance of the Trustee’s duties and to
reasonable compensation for services rendered. The Borrower shall, from time to
time, pay compensation due the Trustee under this Deed of Trust and reimburse the
Trustee for and save and hold the Trustee harmless from and against any and all
loss, cost, liability, damage and expense whatsoever incurred by the Trustee in the
performance of the Trustee’s duties.
	 
	 	24.2	 	Retention of Money
	 
	 	 	 	All money received by the Trustee must, until used or applied, be held in trust for
the purposes for which it was received, but need not be segregated in any manner
from any other money (except to the extent required by law) and the Trustee will
have no liability for interest on any money received.
	 
	 	24.3	 	Successor Trustees
	 
	 	 	 	The Trustee may resign by giving notice of such resignation in writing to the
Lender. If the Trustee dies, resigns or becomes disqualified from acting in the
execution of this Trust or fails or refuses to exercise the same when requested by
the Lender so to do or if for any reason and without cause the Lender prefers to
appoint a substitute trustee to act instead of the original Trustee, or any prior
successor or substitute trustee, the Lender will have full power to appoint a





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substitute trustee and, if preferred, several substitute trustees in succession who
shall succeed to all the estates, rights, powers and duties of the Trustee.




	 	24.4	 	Succession Instruments
	 
	 	 	 	Any new Trustee appointed will, without any further act, deed or conveyance, become
vested with all the estates, properties, rights, powers and trusts of the Trustee’s
predecessor. Upon the written request of the Lender or of any successor trustee,
the former Trustee shall execute and deliver an instrument transferring to such
successor Trustee all the estates, properties, rights, powers and trusts of the
former Trustee, and shall duly assign, transfer and deliver any of the property and
money held by the former Trustee to the successor Trustee so appointed in the
former Trustee’s place.
	 
	 	24.5	 	Performance of Duties by Agents
	 
	 	 	 	The Trustee may authorize one or more parties to act on the Trustee’s behalf to
perform the Trustee’s ministerial functions, including, without limitation, the
transmittal and posting of any notices.





25.     AGREEMENT CONCERNING INTEREST





	 	25.1	 	Savings Clause
	 
	 	 	 	The Borrower and the Lender agree that they intend to comply strictly at all times
with applicable [individual state specific information inserted here] law governing
the maximum rate or amount of interest payable on the Note or the Indebtedness (or
applicable federal law, if it preempts [individual state specific information
inserted here] law and permits the Lender to contract for, accrue or receive a
higher rate or amount of interest than would be permitted under [individual state
specific information inserted here] law). If the applicable law is ever judicially
interpreted so as to render usurious any Charges, then it is the Borrower’s and the
Lender’s express intent that all Charges in excess of the Maximum Lawful Rate shall
be automatically cancelled, ab initio. If the Indebtedness has not been paid in
full, all such cancelled amounts shall be applied to the Indebtedness, and the Note
and the other Loan Documents shall immediately be deemed reformed to require the
payment of interest at the Maximum Lawful Rate. If the Indebtedness has been paid
in full, all such cancelled amounts shall be refunded to the Borrower. The Borrower
agrees that as a condition precedent to any claim seeking usury penalties against
the Lender, the Borrower shall provide written Notice to the Lender, advising the
Lender in reasonable detail of the nature and amount of the violation. The Lender
shall have sixty (60) days after receipt of the Notice to correct any usury
violation by either refunding such excess interest to the Borrower or by crediting
such excess interest against the Indebtedness. All sums contracted for, charged or
received by the Lender for the use, forbearance or detention of any debt evidenced
by the Note or any of the other Loan Documents shall, to the extent permitted by
applicable law, be amortized or spread, using the actuarial method, throughout the
term of the Note (including any extension periods) until payment in full so that
the rate or amount of interest on account of the Indebtedness does not exceed





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the Maximum Lawful Rate from time to time in effect and applicable to the
Indebtedness, for so long as any portion of the Indebtedness remains outstanding.
[individual state specific information inserted here] shall not apply to the Note
or to the Indebtedness. Notwithstanding anything to the contrary contained herein
or in any of the other Loan Documents, it is not the intention of the Lender to
accelerate the maturity of any interest that has not accrued at the time of such
acceleration or to collect unearned interest at the time of such acceleration.




	 	25.2	 	Ceiling Election
	 
	 	 	 	To the extent that the Lender is relying on [individual state specific information
inserted here] to determine the Maximum Lawful Rate payable on the Indebtedness,
the Lender will utilize the weekly ceiling from time to time in effect as provided
in such [individual state specific information inserted here], as amended. To the
extent federal law permits the Lender to contract for, charge, take, receive or
reserve a greater amount of interest than under [individual state specific
information inserted here] law, the Lender will rely on federal law instead of such
[individual state specific information inserted here] for the purpose of
determining the Maximum Lawful Rate. Additionally, to the extent permitted by
applicable law now or hereafter in effect, the Lender may, at its option and from
time to time, utilize any other method of establishing the Maximum Lawful Rate
under such [individual state specific information inserted here] or under other
applicable law by giving notice, if required, to the Borrower as provided by
applicable law now or hereafter in effect.





26.     SECONDARY MARKET





	 	26.1	 	Dissemination of Information
	 
	 	 	 	In connection with any transfer of the Loan, the Lender may forward any documents
and information that the Lender now has or acquires in the future concerning the
Loan, including the financial statements of any Obligor, and such other
information as may be reasonably related to the Obligors, the Property or the
Leases to any:






	 	(i)	 	transferee or prospective transferee of the Loan;
	 
	 	(ii)	 	Rating Agency rating the Loan, a Participation, or
Securities; or
	 
	 	(iii)	 	purchaser, transferee, assignee, servicer, participant,
investor or prospective investor in any Securitization, or to any of their
advisors.






The Borrower irrevocably waives any and all rights it may have under applicable
Legal Requirements to prohibit such disclosure, including any right of privacy.
Lender agrees to endeavor to refrain from disclosing information concerning the
Loan, Borrower and Carveout Obligor except in good faith and in furtherance of
Lender’s legitimate business interest.




	 	26.2	 	Cooperation
	 
	 	 	 	The Borrower, any guarantor and any Carveout Obligor agree to cooperate with the
Lender in connection with any transfer of the Loan or any Participation or





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Securities. The Borrower agrees to provide to the Lender or to any persons to whom
the Lender may disseminate such information, at the Lender’s request, financial
statements of Obligors, an estoppel certificate and such other documents as may be
reasonably related to the Obligors, the Property, or the Leases.




	 	26.3	 	Additional Financial Information
	 
	 	 	 	If a decision is made to include the Loan in a Securitization and the amount of the
Loan would exceed 20% of the amount estimated in good faith to be raised in the
offering, the Borrower agrees to provide, to the extent required by SEC Regulation
S-X Rule 3-14, and to the extent not previously supplied to Lender, financial
statements for the Real Property in respect of the three years prior to the
Securitization (but in all events limited to the period of Borrower’s ownership of
the Real Property). If the amount of the Loan would exceed 10% (but not 20%) of the
amount estimated in good faith to be raised by the offering, the Borrower agrees to
provide such additional property-related financial information as the Lender may
request in order to meet then-applicable SEC rules in connection with the
contemplated manner of the offering.
	 
	 	26.4	 	Reserves/Escrows
	 
	 	 	 	If Participations are granted or Securities issued in connection with the Loan, all
funds held by the Lender in escrow or as reserves in accordance with the Loan
Documents may, at the Lender’s discretion, be deposited in “eligible accounts” at
“eligible institutions” and invested in “permitted investments” as then defined and
required by the Rating Agencies.





27.     MISCELLANEOUS





	 	27.1	 	Successors and Assigns
	 
	 	 	 	All of the terms of the Loan Documents shall apply to, be binding upon and inure to
the benefit of the heirs, personal representatives, successors and assigns of the
Obligors, or to the holder of the Note, as the case may be.
	 
	 	27.2	 	Survival of Obligations
	 
	 	 	 	Each and all of the Obligations shall continue in full force and effect until the
latest of (a) the date the Indebtedness has been paid in full and the Obligations
have been performed and satisfied in full, (b) the last date permitted by law for
bringing any claim or action with respect to which the Lender may seek payment or
indemnification in connection with the Loan Documents, and (c) the date on which
any claim or action for which the Lender seeks payment or indemnification is fully
and finally resolved and, if applicable, any compromise thereof of judgment or
award thereon is paid in full.
	 
	 	27.3	 	Further Assurances
	 
	 	 	 	The Borrower, upon the request of the Lender or the Trustee, shall complete,
execute, acknowledge, deliver and record or file such further instruments and do





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such further acts as may be necessary to carry out more effectively the purposes of
this Deed of Trust, to subject any property intended to be covered by this Deed of
Trust to the liens and security interests it creates, to place third parties on
notice of those liens and security interests, or to correct any defects which may
be found in any Loan Document.




	 	27.4	 	Right of Inspection
	 
	 	 	 	The Lender shall have the right from time to time, upon reasonable advance notice
to the Borrower, to enter onto the Real Property for the purpose of inspecting and
reporting on its physical condition, tenancy and operations.
	 
	 	27.5	 	Expense Indemnification
	 
	 	 	 	The Borrower shall pay all filing and recording fees, documentary stamps,
intangible taxes, and all expenses incident to the execution and acknowledgment of
this Deed of Trust, the Note or any of the other Loan Documents, any supplements,
amendments, renewals or extensions of any of them, or any instrument entered into
under Subsection 27.3. The Borrower shall pay or reimburse the Lender, upon demand,
for all costs and expenses, including appraisal and reappraisal costs of the
Property and reasonable attorneys’ and legal assistants’ fees, which the Lender may
incur in connection with enforcement proceedings under the Note, this Deed of
Trust, or any of the other Loan Documents (including all fees and costs incurred in
enforcing or protecting the Note, this Deed of Trust, or any of the other Loan
Documents in any bankruptcy proceeding), and attorneys’ and legal assistants’ fees
incurred by the Lender in any other suit, action, legal proceeding or dispute of
any kind in which the Lender is made a party or appears as party plaintiff or
defendant, affecting the Indebtedness, the Note, this Deed of Trust, any of the
other Loan Documents, or the Property, or required to protect or sustain the lien
of this Deed of Trust. The Borrower shall be obligated to pay (or to
reimburse the Lender) for such fees, costs and expenses and shall indemnify and
hold the Lender and the Trustee harmless from and against any and all loss, cost,
expense, liability, damage and claims and causes of action, including attorneys’
fees, incurred or accruing by reason of the Borrower’s failure to promptly repay
any such fees, costs and expenses. If any suit or action is brought to enforce or
interpret any of the terms of this Deed of Trust (including any effort to modify or
vacate any automatic stay or injunction, any trial, any appeal, any petition for
review or any bankruptcy proceeding), the Lender shall be entitled to recover all
expenses reasonably incurred in preparation for or during the suit or action or in
connection with any appeal of the related decision, whether or not taxable as
costs. Such expenses include reasonable attorneys’ fees, witness fees (expert or
otherwise), deposition costs, copying charges and other expenses. Whether or not
any court action is involved, all reasonable expenses, including the costs of
searching records, obtaining title reports, appraisals, environmental assessments,
surveying costs, title insurance premiums, trustee fees, and other reasonable
attorneys’ fees, incurred by the Lender that are necessary at any time in the
Lender’s opinion for the protection of its interest or enforcement of its rights
shall become a part of the Indebtedness payable on demand and shall bear interest
from the date of expenditure until repaid at the interest rate as provided in the
Note.





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	 	27.6	 	General Indemnification
	 
	 	 	 	The Borrower shall indemnify, defend and hold the Lender harmless against: (i) any
and all claims for brokerage, leasing, finder’s or similar fees which may be made
relating to the Real Property or the Indebtedness and (ii) any and all liability,
obligations, losses, damages, penalties, claims, actions, suits costs and expenses
(including the Lender’s reasonable attorneys’ fees, together with reasonable
appellate counsel fees, if any) of whatever kind or nature which may be asserted
against, imposed on or incurred by the Lender in connection with the Indebtedness,
this Deed of Trust, the Real Property or any part thereof, or the operation,
maintenance and/or use thereof, or the exercise by the Lender of any rights or
remedies granted to it under this Deed of Trust or pursuant to applicable law;
provided, however, that nothing herein shall be construed to obligate the Borrower
to indemnify, defend and hold harmless the Lender from and against any of the
foregoing which is imposed on or incurred by the Lender by reason of the Lender’s
willful misconduct or gross negligence.
	 
	 	27.7	 	Recording and Filing
	 
	 	 	 	The Borrower shall cause this Deed of Trust and all amendments, supplements, and
substitutions to be recorded, filed, re-recorded and re-filed in such manner and in
such places as the Lender may reasonably request. The Borrower will pay all
recording filing, re-recording and re-filing taxes, fees and other charges.
	 
	 	27.8	 	No Waiver
	 
	 	 	 	No deliberate or unintentional failure by the Lender to require strict performance
by the Borrower of any Obligation shall be deemed a waiver, and the Lender shall
have the right at any time to require strict performance by the Borrower of any
Obligation.
	 
	 	27.9	 	Covenants Running with the Land
	 
	 	 	 	All Obligations are intended by the parties to be and shall be construed as
covenants running with the Land.
	 
	 	27.10	 	Severability
	 
	 	 	 	The Loan Documents are intended to be performed in accordance with, and only to the
extent permitted by, all applicable Legal Requirements. Any provision of the Loan
Documents that is prohibited or unenforceable in any jurisdiction shall
nevertheless be construed and given effect to the extent possible. The invalidity
or unenforceability of any provision in a particular jurisdiction shall neither
invalidate nor render unenforceable any other provision of the Loan Documents in
that jurisdiction, and shall not affect the validity or enforceability of that
provision in any other jurisdiction. If a provision is held to be invalid or
unenforceable as to a particular person or under a particular circumstance, it
shall nevertheless be presumed valid and enforceable as to others, or under other
circumstances.





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	 	27.11	 	Entire Agreement
	 
	 	 	 	The Loan Documents contain the entire agreements between the parties relating to
the financing of the Real Property, and all prior agreements which are not
contained in the Loan Documents, other than the unsecured Environmental Indemnity
Agreement, are terminated. The Loan Documents represent the final agreement between
the parties and may not be contradicted by evidence of prior, contemporaneous, or
subsequent oral agreements of the parties. There are no unwritten oral agreements
between the parties. The Loan Documents may be amended, revised, waived,
discharged, released or terminated only by a written instrument or instruments
executed by the party against whom enforcement of the amendment, revision, waiver,
discharge, release or termination is asserted. Any alleged amendment, revision,
waiver, discharge, release or termination that is not so documented shall be null
and void.
	 
	 	27.12	 	Notices
	 
	 	 	 	In order for any demand, consent, approval or other communication to be effective
under the terms of this Deed of Trust, “Notice” must be provided under the terms of
this Subsection. All Notices must be in writing. Notices may be (a) delivered by
hand, (b) transmitted by facsimile (with a duplicate copy sent by first class mail,
postage prepaid), (c) sent by certified or registered mail, postage prepaid, return
receipt requested, or (d) sent by reputable overnight courier service, delivery
charges prepaid. Notices shall be addressed as set forth below:






If to the Lender:


Transamerica Financial Life Insurance Company

c/o AEGON USA Realty Advisors, Inc.

4333 Edgewood Road, N.E.

Cedar Rapids, Iowa 52499-5443

Attn: Mortgage Loan Department

Reference: Loan #89255

Fax Number: (319) 369-2277




If to the Borrower:


YSI XX LP

6745 Engle Road

Cleveland, Ohio 44130

Fax Number: (440) 234-5899


With a copy to:


Lee E. Berner, Esq.

Hogan & Hartson L.L.P.

8300 Greensboro Drive

Suite 1100

McLean, VA 22102

Fax Number: (703) 610-6137



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If to the Trustee:




[                    ]




Notices delivered by hand or by overnight courier shall be deemed given when
actually received or when refused by their intended recipient. Notices sent by
facsimile will be deemed delivered on the next Business Day following transmission
(provided receipt has been verified by telephone confirmation or one of the other
permitted means of giving Notices under this Subsection). Mailed Notices shall be
deemed given on the date of the first attempted delivery (whether or not actually
received). Either the Lender or the Borrower may change its address for Notice by
giving at least fifteen (15) Business Days’ prior Notice of such change to the
other party.




	 	27.13	 	Counterparts
	 
	 	 	 	This Deed of Trust may be executed in any number of counterparts, each of which
shall be an original, but all of which together shall constitute but one
instrument.
	 
	 	27.14	 	Choice of Law
	 
	 	 	 	This Deed of Trust shall be interpreted, construed, applied, and enforced according
to, and will be governed by, the laws of [individual state specific information
inserted here], without regard to any choice of law principle which, but for this
provision, would require the application of the law of another jurisdiction and
regardless of where executed or delivered, where payable or paid, where any cause
of action accrues in connection with this transaction, where any action or other
proceeding involving any of the other Loan Documents are instituted or pending, or
whether the laws of [individual state specific information inserted here]otherwise
would apply the laws of another jurisdiction.
	 
	 	27.15	 	Forum Selection
	 
	 	 	 	The Borrower agrees that the sole and exclusive forum for the determination of any
action relating to the validity and enforceability of the Note, this Deed of Trust
and the other Loan Documents, and any other instruments securing the Note shall be
either in an appropriate court of the State of [individual state specific
information inserted here] or the applicable United States District Court.
	 
	 	27.16	 	Sole Benefit
	 
	 	 	 	This Deed of Trust and the other Loan Documents have been executed for the sole
benefit of the Borrower and the Lender and the successors and assigns of the
Lender. No other party shall have rights thereunder or be entitled to assume that
the parties thereto will insist upon strict performance of their mutual obligations
hereunder, any of which may be waived from time to time. The Borrower shall have no
right to assign any of its rights under the Loan Documents to any party whatsoever.





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	 	27.17	 	Release of Claims
	 
	 	 	 	The Borrower hereby RELEASES, DISCHARGES and ACQUITS forever the Lender and the
Trustee and their officers, directors, trustees, agents, employees and counsel (in
each case, past, present or future) from any and all Claims existing as of the date
hereof (or the date of actual execution hereof by the Borrower, if later). As used
herein, the term “Claim” shall mean any and all liabilities, claims, defenses,
demands, actions, causes of action, judgments, deficiencies, interest, liens, costs
or expenses (including court costs, penalties, attorneys’ fees and disbursements,
and amounts paid in settlement) of any kind and character whatsoever, including
claims for usury, breach of contract, breach of commitment, negligent
misrepresentation or failure to act in good faith, in each case whether now known
or unknown, suspected or unsuspected, asserted or unasserted or primary or
contingent, and whether arising out of written documents, unwritten undertakings,
course of conduct, tort, violations of laws or regulations or otherwise.
	 
	 	27.18	 	No Partnership
	 
	 	 	 	Nothing contained in the Loan Documents is intended to create any partnership,
joint venture or association between the Borrower and the Lender, or in any way
make the Lender a co-principal with the Borrower with reference to the Property.
	 
	 	27.19	 	Payoff Procedures
	 
	 	 	 	If the Borrower pays or causes to be paid to the Lender all of the Indebtedness,
then the Trustee’s interest in the Real Property shall cease, and upon receipt by
the Lender of such payment, the Lender shall either (a) release this Deed of Trust
or (b) assign the Loan Documents and endorse the Note (in either case without
recourse or warranty of any kind) to a takeout lender, upon payment (in the latter
case) of an administrative fee of $750.
	 
	 	27.20	 	[Intentionally Deleted]
	 
	 	27.21	 	Future Advances
	 
	 	 	 	Under the terms of this Deed of Trust, “Indebtedness” includes any and all
indebtedness owed by the Grantor to the Beneficiary, any and all obligations of the
Grantor to the Beneficiary, and any and all liabilities of the Grantor to the
Beneficiary, regardless of the kind or character of such indebtedness, obligations
or liabilities, if they relate to the Loan or to the Real Property in any way, and
regardless of whether they arise now or in the future, are absolute or contingent,
secured or unsecured, due or not due, arise by operation of law or by contract, are
direct or indirect, primary or secondary, joint, several, joint and several, fixed
or contingent, or are secured or unsecured by additional or different security or
securities, and regardless of whether the indebtedness, obligations or liabilities
are of the Grantor directly or arise through its participation in any form of
business or economic association or transaction, whether as a partner, joint
venturer, trustee, principal, surety, endorser, guarantor, accommodation party or
otherwise. However, this Deed of Trust shall not secure any such other
indebtedness, obligation or liability with respect to which the Beneficiary is by
applicable law prohibited from obtaining a lien on real estate, nor shall this





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definition operate or be effective to constitute or require any assumption or
payment by any person, in any way, of any debt or obligation of any other person to
the extent that the same would violate or exceed the limit provided in any
applicable usury or other law.




	 	27.22	 	Interpretation






	 	(a)	 	Headings and General Application
	 
	 	 	 	The section, subsection, paragraph and subparagraph headings of this Deed
of Trust are provided for convenience of reference only and shall in no
way affect, modify or define, or be used in construing, the text of the
sections, subsections, paragraphs or subparagraphs. If the text requires,
words used in the singular shall be read as including the plural, and
pronouns of any gender shall include all genders.
	 
	 	(b)	 	Sole Discretion
	 
	 	 	 	The Lender may take any action or decide any matter under the terms of
this Deed of Trust or of any other Loan Document (including any consent,
approval, acceptance, option, election or authorization) in its sole and
absolute discretion, for any reason or for no reason, unless the related
Loan Document contains specific language to the contrary. Any approval or
consent that the Lender might withhold may be conditioned in any way.
	 
	 	(c)	 	Result of Negotiations
	 
	 	 	 	This Deed of Trust results from negotiations between the Borrower and the
Lender and from their mutual efforts. Therefore, it shall be so construed,
and not as though it had been prepared solely by the Lender.
	 
	 	(d)	 	Reference to Particulars
	 
	 	 	 	The scope of a general statement made in this Deed of Trust or in any
other Loan Document shall not be construed as having been reduced through
the inclusion of references to particular items that would be included
within the statement’s scope. Therefore, unless the relevant provision of
a Loan Document contains specific language to the contrary, the term
“include” shall mean “include, but shall not be limited to” and the term
“including” shall mean “including, without limitation.”






	 	27.23	 	Joint and Several Liability
	 
	 	 	 	If there is more than one individual or entity executing this Deed of Trust as the
Borrower, liability of such individuals and entities under this Deed of Trust shall
be joint and several.
	 
	 	27.24	 	Time of Essence
	 
	 	 	 	Time is of the essence of each and every covenant, condition and provision of this
Deed of Trust to be performed by the Borrower.
	 
	 	27.25	 	Jury Waiver
	 
	 	 	 	THE BORROWER AND BY ITS ACCEPTANCE HEREOF, THE LENDER, HEREBY WAIVE ANY RIGHT TO A
TRIAL BY JURY IN ANY ACTION





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OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS (I) UNDER THIS DEED OF TRUST OR ANY
OTHER LOAN DOCUMENT OR (II) ARISING FROM ANY LENDING RELATIONSHIP EXISTING IN
CONNECTION WITH THIS DEED OF TRUST OR ANY OTHER LOAN DOCUMENT, AND THE BORROWER AND
BY ITS ACCEPTANCE HEREOF, THE LENDER, AGREE THAT ANY SUCH ACTION OR PROCEEDING
SHALL BE TRIED BEFORE A JUDGE AND NOT BEFORE A JURY.




	 	27.26	 	Renewal, Extension, Modification and Waiver
	 
	 	 	 	The Lender, at its option, may at any time renew or extend this Deed of Trust, the
Note or any other Loan Document. The Lender may enter into a modification of any
Loan Document or of the Environmental Indemnity Agreement without the consent of
any person not a party to the document being modified. The Lender may waive any
covenant or condition of any Loan Document or of the Environmental Indemnity
Agreement, in whole or in part, at the request of any person then having an
interest in the Property or in any way liable for any part of the Indebtedness. The
Lender may take, release, or resort to any security for the Note and the
Obligations and may release any party primarily or secondarily liable on any Loan
Document or on the Environmental Indemnity Agreement, all without affecting any
liability not expressly released in writing by the Lender.
	 
	 	27.27	 	Cumulative Remedies
	 
	 	 	 	Every right and remedy provided in this Deed of Trust shall be cumulative of every
other right or remedy of the Lender, whether conferred by law or by grant or
contract, and may be enforced concurrently with any such right or remedy. The
acceptance of the performance of any obligation to cure any Default shall not be
construed as a waiver of any rights with respect to any other past, present or
future Default. No waiver in a particular instance of the requirement that any
Obligation be performed shall be construed as a waiver with respect to any other
Obligation or instance.
	 
	 	27.28	 	No Obligation to Marshal Assets
	 
	 	 	 	No holder of any deed of trust, security interest or other encumbrance affecting
all or any portion of the Real Property, which encumbrance is inferior to the lien
and security interest of this Deed of Trust, shall have any right to require the
Lender to marshal assets.
	 
	 	27.29	 	Transfer of Ownership
	 
	 	 	 	The Lender may, without notice to the Borrower, deal with any person in whom
ownership of any part of the Real Property has vested, without in any way vitiating
or discharging the Borrower from liability for any of the Obligations.
	 
	 	27.30	 	Notice of Indemnification
	 
	 	 	 	THE BORROWER AND THE CARVEOUT OBLIGOR HEREBY ACKNOWLEDGES AND AGREES THAT THIS
AGREEMENT CONTAINS





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INDEMNIFICATION OBLIGATIONS PURSUANT TO SECTIONS 4, 2123.4, 27.2, 27.5, and 27.6.




	 	27.31	 	Partial Release
	 
	 	 	 	Lender will agree to permit the Borrower to secure from time to time the release of
any single Parcel as security for the Loan (a “Release”), provided the Borrower
meets the following conditions:






	 	(a)	 	No Default shall exist, nor shall any act, omission or
circumstance exist which, following notice and absence of a cure, would become
a Default.
	 
	 	(b)	 	No more than five (5) Parcels shall be released during the
term of the Loan.
	 
	 	(c)	 	The Borrower shall have requested the Release in writing no
less than sixty (60) days prior to the date of the proposed Release.
	 
	 	(d)	 	At the time of the Release, the Lender shall receive from the
Borrower a prepayment of the Loan in an amount determined in accordance with
this Section (the “Release Amount”).
	 
	 	(e)	 	The Borrower shall have paid all costs and expenses in
connection with any such release, including (i) an administrative fee of
$5,000 and (ii) the Lender’s reasonable attorneys’ fees and expenses.
	 
	 	(f)	 	If the debt service coverage ratio (“DSCR”), as determined by
Lender (based on the post-Release Loan balance and the remaining Real
Property) would fall below 1.25; then Borrower shall have made an additional
principal prepayment (which must be accompanied by the prepayment premium
calculated using the formula set forth in the Note) in an amount which will
cause the DSCR to equal or exceed 1.25.






In respect of any Parcel, the Release Amount shall be (A) 120% of the amount that
would be required to prepay the Note in full, including the prepayment premium
calculated under the terms of the Note, multiplied by (B) the related Parcel’s
Fraction of Value. The Lender shall determine the maximum portion of the Release
Amount that can be applied as a principal prepayment of the Loan, assuming that the
remaining portion of the Release Amount equals the prepayment premium calculated on
the principal prepayment, and the Release Amount shall be applied to the Loan in
accordance with the Lender’s determination.




	 	27.32	 	Release and Substitution of Collateral
	 
	 	 	 	If the Borrower desires to secure the release of any single Parcel from the lien of
the related mortgage or deed of trust securing the Loan in order to sell the Parcel
in an arm’s length transaction, it may do so provided the Loan is not in Default
and another commercial real property satisfactory to Lender is substituted for the
released Parcel as collateral for the Loan. During the Loan term, no more than five
(5) Parcels shall be released through substitution of replacement properties
pursuant to this Section. The substitute property shall have a market value greater
than or equal to 125% of the market value of the released Parcel. The Lender shall
determine the value of the released Parcel for purposes of this calculation. If





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the Borrower disagrees with the Lender’s value conclusion, the Borrower shall have
the right to cause the Lender to update its fee appraisal of the released Parcel
through repeating the appraisal procedure used at the time of the Loan’s
origination, and the value conclusion of the fee appraiser shall be determinative,
subject to concurrence by Lender’s review appraiser. The expense of the appraiser
shall be borne by the Borrower. The value of the substitute Parcel shall be
determined through the appraisal process used at the time of the origination of the
Loan.




The Lender may base its decision concerning the substitute collateral solely on its
own economic interests and on the marginal effect of the requested substitution on
the Loan and on the Lender’s investment portfolio. In doing so, the Lender may
consider any factor (A) reasonably related to the quality of the proposed
substitute property as collateral, including, without limitation, market value,
cash flow, projected capital requirements, tenant quality, location, condition of
title, quality and expected life of the improvements, and the environmental
condition of the property or (B) related to the effect of the substitution on the
Lender’s overall portfolio, including, without limitation, asset types, investment
concentrations in markets or submarkets, and tenant credit exposures. The closing
of the substitution of the collateral shall be carried out in accordance with
Lender’s then-current mortgage loan origination practices, however, Lender shall
collect (as compensation for its underwriting and closing efforts) a fee equal to
the greater of (A) one percent (1%) of the market value of the released Parcel, as
estimated by Lender’s review appraiser at the time of the Loan’s origination, and
(B) $25,000. The Borrower shall pay all of Lender’s out-of-pocket expenses in
connection with the substitution.




All of the terms of the Loan Documents shall apply to, be binding upon and inure to
the benefit of the heirs, personal representatives, successors and assigns of the
Obligors, or to the holder of the Note, as the case may be.



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     IN WITNESS WHEREOF, the Borrower has caused this Deed of Trust to be duly executed as of the
date first above written.



	 	 	 	 	 	 	 	 	 
	 	 	YSI XX LP,	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	YSI XX GP LLC	 	 
	 

	 	 	 	Its:
	 	General Partner	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 

	 	 
	 

	 	 	 	 	 	Name: Steven G.Osgood	 	 
	 

	 	 	 	 	 	Title: President	 	 






	 	 	 	 	 
	STATE OF OHIO

	 	 	 	§
	 

	 	 	 	§
	COUNTY OF CUYAHOGA

	 	 	 	§






     This instrument was ACKNOWLEDGED before me on October ___, 2005, by Steven G. Osgood, as
President of YSI XX GP LLC, a Delaware limited liability company, as General Partner of YSI XX LP,
a Delaware limited partnership, on behalf of said limited partnership.



	 	 	 	 	 	 	 
	[S E A L]
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Notary Public, State of Ohio	 	 
	My Commission Expires:
	 	 	 	 	 	 
	 

	 	 	 	Patricia A. Rocewicky	 	 
	 


	 	 	 	 

Printed Name of Notary Public
	 	 






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EXHIBIT A




(Property
Description)

[individual property specific

information inserted here]




Exhibit A — Property Description

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EXHIBIT B




(Street Addresses for each Parcel)




	 	 	 	 	 
	 	 	Reference	 	Address
	1.

	 	ALB 1
	 	2001 Girard Blvd. S.E., Albuquerque, NM 87106
	2.

	 	ALB 3
	 	11801 Montgomery Blvd. NE, Albuquerque, NM 87111
	3.

	 	ALB 5
	 	7440 Central Avenue SE, Albuquerque, NM 87108
	4.

	 	DEN 1
	 	11402 Cherokee Street, Northglenn, CO 80234
	5.

	 	DEN 2
	 	8444 North Pecos Street, Denver, CO 80260
	6.

	 	DEN 3
	 	10303 East Warren Ave., Aurora, CO 80247
	7.

	 	DEN 5
	 	16845 Mt. Vernon Road, Golden, CO 80247
	8.

	 	DEN 6
	 	5353 East County Line, Centennial, CO 80122
	9.

	 	ELP 1
	 	1500 Lomaland Drive, El Paso, TX 79935
	10.

	 	ELP 2
	 	10642 Montana Ave., El Paso, TX 79935
	11.

	 	ELP 3
	 	9447 Diana Drive, El Paso, TX 79924
	12.

	 	ELP 4
	 	5201 North Mesa, El Paso, TX 79912
	13.

	 	SAC 1
	 	2620 Florin Road, Sacramento, CA 95822
	14.

	 	SAC 2
	 	7245 55th Street, Sacramento, CA 95661
	15.

	 	SAC 3
	 	900 Orlando Ave., Roseville, CA 95661
	16.

	 	SAC 4
	 	10651 White Rock Road, Rancho Cordova, CA 95670
	17.

	 	SAC 5
	 	4950 Watt Ave., North Highlands, CA 95660
	18.

	 	SAC 6
	 	9360 Greenback Lane, Orangevale, CA 95662
	19.

	 	SAC 8
	 	775 N. 16th Street, Sacramento, CA 95814
	20.

	 	SAC 9
	 	7562 Greenback Lane, Citrus Heights, CA 95610
	21.

	 	SLC 1
	 	4640 South 900 East, Murray, UT 84117
	22.

	 	SLC 2
	 	350 South Redwood Road, Salt Lake City, UT 84104
	23.

	 	SLC 3
	 	3528 South 300 West, Salt Lake City, UT 84115
	24.

	 	SLC 4
	 	5174 Commerce Drive, Murray, UT 84107
	25.

	 	CMP
	 	5180 Commerce Drive, Murray, UT 84107
	26.

	 	TUC 1
	 	3899 North Oracle Road, Tucson, AZ 85705
	27.

	 	TUC 2
	 	3680 W. Orange Grove Road, Tucson, AZ 85741
	28.

	 	TUC 3
	 	2424 N. Oracle Road, Tucson, AZ 85705
	29.

	 	TUC 4
	 	2545 South 6th Ave., Tucson, AZ 85713
	30.

	 	TUC 5
	 	2855 South Pantano, Tucson, AZ 85730
	31.

	 	TUC 6
	 	7070 East Speedway Blvd., Tucson, AZ 85710
	32.

	 	TUC 7
	 	8361 East Broadway Blvd., Tucson, AZ 85710
	33.

	 	TUC 9
	 	5550 South Palo Verde Road, Tucson, AZ 85706
	34.

	 	TUC 10
	 	975 South Prudence, Tucson, AZ 85710
	35.

	 	TUC 11
	 	519 East Prince Road, Tucson, AZ 85705
	36.

	 	TUC 12
	 	3955 East 29th Street, Tucson, AZ 85711
	37.

	 	OBPA
	 	3811 N. Oracle Road, Tucson, AZ 85705






Exhibit B — Parcel Addresses

U-Store-It Self Storage Warehouse [                    ]

AEGON Loan No. 89255





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