Five SAC Property Management Agreement


    

      PROPERTY
        MANAGEMENT AGREEMENT

       

      THIS
        PROPERTY MANAGEMENT AGREEMENT (this "Agreement")
        is
        entered into as of August 17, 2005 among Five SAC RW MS, LLC, a Delaware
        limited
        liability company ("Owner"),
        and
        the subsidiaries of U-Haul International, Inc. set forth on the signature
        block
        hereto ("Manager").

       

      RECITALS

       

      A. Owner
        owns the real property and self-storage related improvements thereon located
        at
        the street addresses identified on Exhibit A hereto (hereinafter, collectively
        the “Property”).

      


      B. Owner
        intends that the Property be rented on a space-by-space retail basis to
        corporations, partnerships, individuals and/or other entities for use as
        self-storage facilities.

      


      C. Owner
        desires that U-Haul manage the Property and U-Haul desires to act as the
        property manager for the Property, all in accordance with the terms and
        conditions of this Agreement and as more specifically designated on Exhibit
        A
        hereto.

      


      NOW,
        THEREFORE, in consideration of the mutual covenants herein contained, the
        parties hereto hereby agree as follows.

      


      	1.  	
              Employment.

            


       

      (a)  Owner
        hereby retains Manager, and Manager agrees to act as manager of the Property
        upon the terms and conditions hereinafter set forth.

       

      (b)  Owner
        acknowledges that Manager, and/or Manager affiliates, is in the business
        of
        managing self-storage facilities and businesses conducted thereat, including,
        but not limited to, the sale of packing supplies and rental of trucks and
        equipment, both for its own account and for the account of others. It is
        hereby
        expressly agreed that notwithstanding this Agreement, Manager and such
        affiliates may continue to engage in such activities, may manage facilities
        other than those presently managed by Manager and its affiliates (whether
        or not
        such other facilities may be in direct or indirect competition with Owner)
        and
        may in the future engage in other business which may compete directly or
        indirectly with activities of Owner. 

       

      (c)  In
        the
        performance of its duties under this Agreement, Manager shall occupy the
        position of an independent contractor with respect to Owner. Nothing contained
        herein shall be construed as making the parties hereto (or any of them) partners
        or joint venturors, nor construed as making Manager an employee of
        Owner.

       

      	2.  	
              Duties
                and Authority of Manager.

            


       

      Subject
        to the terms and conditions of this Agreement:

       

      
         

        
          
             

          

          
            1

            
              

            

          

          
             

          

        

      


      


       

      (a)  General
        Duties and Authority.
        Manager
        shall have the sole and exclusive duty and authority to fully manage the
        Property and supervise and direct the business and affairs associated or
        related
        to the daily operation thereof, to collect on behalf of Owner all revenues
        related to the Property, to pay on behalf of Owner all expenses of the Property
        (including payment of all debt service to the mortgage lender with respect
        to
        the Property) and to execute on behalf of Owner such documents and instruments
        as, in the sole judgment of Manager, are reasonably necessary or advisable
        under
        the circumstances in order to fulfill Manager's duties hereunder. Such duties
        and authority shall include, without limitation, those set forth
        below.

       

      (b)  Renting
        of the Property.
        Manager
        shall establish policies and procedures for the marketing activities for
        the
        Property, and shall advertise the Property through such media as Manager
        deems
        advisable, including, without limitation, advertising with the Yellow Pages.
        Manager's marketing activities for the Property shall be consistent with
        the
        scope and quality implemented by Manager and its affiliates at any other
        properties managed by Manager or its affiliates. Manager shall have the sole
        discretion, which discretion shall be exercised in good faith, to establish
        the
        terms and conditions of occupancy by the Owners of the Property, and Manager
        is
        hereby authorized to enter into rental agreements on behalf and for the account
        of Owner with such Owners and to collect rent from such Owners on behalf
        and for
        the account of Owner. Manager may jointly advertise the Property with other
        properties owned or managed by Manager or its Affiliates, and in that event,
        Manager shall reasonably allocate the cost of such advertising among such
        properties.

       

      (c)  Repair,
        Maintenance and Improvements.
        Manager
        shall make, execute, supervise and have control over the making and executing
        of
        all decisions concerning the acquisition of furniture, fixtures and supplies
        for
        the Property, and may purchase, lease or otherwise acquire the same on behalf
        of
        Owner. Manager shall make and execute, or supervise and have control over
        the
        making and executing of all decisions concerning the maintenance, repair,
        and
        landscaping of the Property, provided, however, that such maintenance, repair
        and landscaping shall be consistent with the maintenance, repair and landscaping
        implemented by Manager and its affiliates at any other properties managed
        by
        Manager or its affiliates. Manager shall, on behalf of Owner, negotiate and
        contract for and supervise the installation of all capital improvements related
        to the Property; provided, however, that Manager agrees to secure the prior
        written approval of Owner on all such expenditures in excess of any threshold
        amounts set forth in any loan documents relating to the Property (collectively,
        “Loan Documents”) for any one item, except monthly or recurring operating
        charges and/or emergency repairs if in the opinion of Manager such
        emergency-related expenditures are necessary to protect the Property from
        damage
        or to maintain services to the Owners or self-storage licensees as called
        for in
        their respective leases or self-storage agreements. 

       

      
        
           

        

        
          2

          
            

          

        

        
           

        

      

      (d)  Personnel.
        Manager
        shall select all vendors, suppliers, contractors, subcontractors and employees
        with respect to the Property and shall hire, discharge and supervise all
        labor
        and employees required for the operation and maintenance of the Property.
        Any
        employees so hired shall be employees of Manager, and shall be carried on
        the
        payroll of Manager. Employees may include, but need not be limited to, on-site
        resident managers, on-site assistant managers, and relief managers located,
        rendering services, or performing activities on the Property in connection
        with
        its operation and management. The cost of employing such persons shall not
        exceed prevailing rates for comparable persons performing the same or similar
        services with respect to real estate similar to the Property in the general
        vicinity of each respective Property. Manager shall be responsible for all
        legal
        and insurance requirements relating to its employees.

       

      (e)  Service
        Agreements.
        Manager
        shall negotiate and execute on behalf of Owner such agreements which Manager
        deems necessary or advisable for the furnishing of utilities, services,
        concessions and supplies, for the maintenance, repair and operation of the
        Property and such other agreements which may benefit the Property or be
        incidental to the matters for which Manager is responsible
        hereunder.

       

      (f)  Other
        Decisions.
        Manager
        shall make the decisions in connection with the day-to-day operations of
        the
        Property.

       

      (g)  Regulations
        and Permits.
        Manager
        shall comply in all respects with any statute, ordinance, law, rule, regulation
        or order of any governmental or regulatory body, having jurisdiction over
        the
        Property (collectively, "Laws"), respecting the use of the Property or the
        maintenance or operation thereof, the non-compliance with which could reasonably
        be expected to have a material adverse effect on Owner or any Property. Manager
        shall apply for and obtain and maintain, on behalf of Owner, all licenses
        and
        permits required or advisable (in the reasonable judgment of Manager) in
        connection with the management and operation of the Property. Notwithstanding
        the foregoing, Manager shall be permitted to contest any Applicable Laws
        to the
        extent and pursuant to the same conditions that Owner is permitted to contest
        any Laws under the Loan Documents.

       

      (h)  Records
        and Reports of Disbursements and Collections.
        Manager
        shall establish, supervise, direct and maintain the operation of a system
        of
        record keeping and bookkeeping with respect to all receipts and disbursements
        in
        connection with the management and operation of the Property. The books,
        records
        and accounts shall be maintained at the Manager's office or at Owner's office,
        or at such other location as Manager and Owner shall determine, and shall
        be
        available and open to examination and audit quarterly by Owner, its
        representatives, and, subject to the terms of the Loan Documents, any mortgagee
        of the Property, and such mortgagee's representative. On or before sixty
        (60)
        days after the close of each quarter, Manager shall cause to be prepared
        and
        delivered to Owner a monthly statement on a per-Property basis, of receipts,
        expenses and charges, together with a statement, on a per-Property basis,
        of the
        disbursements made by Manager during such period on Owner's behalf.

       

      
        
           

        

        
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      (i)  Collection.
        Manager
        shall be responsible for the billing and collection of all accounts receivable
        and for payment of all accounts payable with respect to the Property and
        shall
        be responsible for establishing policies and procedures to minimize the amount
        of bad debts.

       

      (j)  Legal
        Actions.
        Manager
        shall cause to be instituted, on behalf and in its name or in the name of
        Owner
        as appropriate, any and all legal actions or proceedings Manager deems necessary
        or advisable to collect charges, rent or other income due to Owner with respect
        to the Property and to oust or dispossess Owners or other persons unlawfully
        in
        possession under any lease, license, concession agreement or otherwise, and
        to
        collect damages for breach thereof or default thereunder by such Owner,
        licensee, concessionaire or occupant.

       

      (k)  Insurance.
        Manager
        shall obtain and maintain (or cause to be obtained and maintained) in full
        force
        and effect the insurance with respect to the Property and the operation of
        Owner's and Manager's business operations thereat, and Manager's employees,
        as
        required by the Loan Documents.

       

      (l)  Taxes.
        During
        the term of this Agreement, Manager shall pay on behalf of Owner, prior to
        delinquency, all real estate taxes, personal property taxes, and all other
        taxes
        assessed to, or levied upon, the Property. If required by the holder of any
        note
        secured by the Property, Manager will set aside, from Owner's funds, a reserve
        from each month's rent and other income collected, in an amount required
        by said
        holder for purposes of payment of real property taxes.

       

      (m)  Limitations
        on Manager Authority.
        Notwithstanding anything to the contrary set forth in this Section 2, Manager
        shall not, without obtaining the prior written consent of Owner, (i) rent
        storage space in the Property by written lease or agreement for a stated
        term in
        excess of one year unless such lease or agreement is terminable by the giving
        of
        not more than thirty (30) days written notice, (ii) alter the building or
        other
        structures of the Property in violation of the Loan Documents; (iii) make
        any
        other agreements which exceed a term of one year and are not terminable on
        thirty day's notice at the will of Owner, without penalty, payment or surcharge;
        (iv) act in violation of any Law, or (v) violate any term or condition of
        the
        Loan Documents.

       

      (n)  Shared
        Expenses.
        Owner
        acknowledges that certain economies may be achieved with respect to certain
        expenses to be incurred by Manager on behalf of Owner hereunder if materials,
        supplies, insurance or services are purchased by Manager in quantity for
        use not
        only in connection with Owner's business at the Property but in connection
        with
        other properties owned or managed by Manager or its affiliates. Manager shall
        have the right to purchase such materials, supplies, insurance and/or services
        in its own name and charge Owner a pro rata allocable share of the cost of
        the
        foregoing; provided, however, that the pro rata cost of such purchase to
        Owner
        shall not result in expenses that are either inconsistent with the expenses
        of
        other "U-Haul branded" locations in the general vicinity of the applicable
        Property or greater than would otherwise be incurred at competitive prices
        and
        terms available in the area where the Property is located; and provided further,
        Manager shall give Owner access to records (at no cost to Owner) so Owner
        may
        review any such expenses incurred.

       

      
        
           

        

        
          4

          
            

          

        

        
           

        

      

      (o)  Deposit
        of Gross Revenues.
        All
        Gross Revenues (as hereinafter defined) shall be deposited into a bank account
        maintained by U-Haul (or its parent company) as for the benefit of the Owner.
        To
        the extent that the Gross Revenues are deposited into a collective account
        maintained by U-Haul (or its parent company) for the benefit of multiple
        property owners, U-Haul (or its parent company) shall reconcile such account
        daily and maintain such records as shall clearly identify each day the
        respective interest of each owner in such collective account. Gross Revenues
        of
        the Owner shall be applied first to the repayment of Owner’s senior debt with
        respect to the Property, and then to U-Haul in reimbursement of expenses
        and for
        management fees as provided under Section 4 below.

       

      (p)  Obligations
        under Loan Documents and other Material Contracts.
        Manager
        shall take such actions as are necessary or appropriate under the circumstances
        to ensure that Owner is in compliance with the terms of the Loan Documents
        and
        any other material agreement relating to the Property to which Owner is a
        party.
        Nothing herein contained shall be deemed to obligate Manager to fund from
        its
        own resources any payments owed by Owner under the Loan Documents or otherwise
        be deemed to make Manager a direct obligor under the Loan Documents, except
        as
        may otherwise be expressly provided therein.

       

      (q)  Obligations
        notwithstanding other Tenancy at the Property.
        Manager
        shall perform all of its obligations under this Agreement in a professional
        manner consistent with the standards it employs at all of its managed locations.
        

       

      	3.  	
              Duties
                of Owner. 

            


       

      Owner
        shall cooperate with Manager in the performance of Manager's duties under
        this
        Agreement and to that end, upon the request of Manager, to provide, at such
        rental charges, if any, as are deemed appropriate, reasonable office space
        for
        Manager employees on the premises of the Property (to the extent available)
        and
        to give Manager access to all files, books and records of Owner relevant
        to the
        Property. Owner shall not unreasonably withhold or delay any consent or
        authorization to Manager required or appropriate under this Agreement.


       

      	4.  	
              Compensation
                of Manager.

            


       

      (a)  Reimbursement
        of Expenses.
        Manager
        shall be entitled to reimbursement, on a quarterly basis, for all out-of-pocket
        reasonable and customary expenses actually incurred by Manager in the discharge
        of its duties hereunder. Such reimbursement shall be the obligation of Owner,
        whether or not Gross Revenues are sufficient to pay such amounts. If and
        to the
        extent Gross Revenue for any fiscal quarter shall be in excess of the amounts
        necessary to pay current expenses (after payment of all obligations under
        the
        Loan Documents), at Owner's option the Manager shall hold all or a portion
        of
        such excess in an interest-bearing escrow account to be applied at Owner's
        direction to cover future expenses. Any interest earned thereon shall be
        added
        to and treated as part of such account. 

       

      
        
           

        

        
          5

          
            

          

        

        
           

        

      

      (b)  Management
        Fee.
        Owner
        shall pay to Manager as the full amount due for the services herein provided
        a
        quarterly fee (the "Management Fee") which shall be four percent (4%) of
        the
        Property's trailing twelve month Gross Revenue divided by four (4) ("Base
        Fee"),
        plus an annual incentive fee (the "Incentive Fee") based upon the performance
        of
        the Property as set forth on Exhibit B hereto. For purposes of this Agreement,
        the term "Gross Revenue" shall mean all receipts (excluding security deposits
        unless and until Owner recognizes the same as income) of Manager or Owner
        (whether or not received by Manager on behalf or for the account of Owner)
        arising from the operation of Owner's business at the Property, including
        without limitation, rental payments of self-storage customers at the Property,
        vending machine or concessionaire revenues, maintenance charges, if any,
        paid by
        the Owners of the Property in addition to basic rent and parking fees, if
        any.
        Gross Revenue shall be determined on a cash basis. Subject to the terms of
        Sections 2(o), the Management Fee shall be paid promptly, in arrears, within
        thirty (30) days of Owner's receipt of the invoice therefor, which invoice
        shall
        be sent from Manager to Owner following the end of each calendar quarter.
        Such
        invoice shall be itemized and shall include reasonable detail.

       

      Except
        as
        provided in this Section 4, it is further understood and agreed that Manager
        shall not be entitled to additional compensation of any kind in connection
        with
        the performance by it of its duties under this Agreement.

       

      (c)  Inspection
        of Books and Records.
        Owner
        shall have the right, upon prior reasonable notice to Manager, to inspect
        Manager's books and records with respect to the Property, to assure that
        proper
        fees and charges are assessed hereunder. Manager shall cooperate with any
        such
        inspection. Owner shall bear the cost of any such inspection; provided, however,
        that if it is ascertained that Manager has overcharged Owner by more than
        5% in
        any given quarter, the cost of such inspection shall be borne by Manager.
        Manager shall promptly reimburse Owner for any overpayment.

       

      
        
           

        

        
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      	5.  	
              Use
                of Trademarks, Service Marks and Related
                Items.

            


       

      Owner
        acknowledges the significant value of the "U-Haul" name in the operations
        of
        Owner's property and it is therefore understood and agreed that the name,
        trademark and service mark "U-Haul", and related marks, slogans, caricatures,
        designs and other trade or service items (the "Manager
        Trade Marks")
        shall
        be utilized for the non-exclusive benefit of Owner in the rental and operation
        of the Property, and in comparable operations elsewhere. It is further
        understood and agreed that this name and all such marks, slogans, caricatures,
        designs and other trade or service items shall remain and be at all times
        the
        property of Manager and its affiliates, and that, except as expressly provided
        in this Agreement, Owner shall have no right whatsoever therein. Owner agrees
        that during the term of this agreement the sign faces at the property will
        have
        the name "U-Haul." The U-Haul sign faces will be paid for by Owner. Unless
        Owner
        has elected to continue to use the Manager Trade Marks as provided in Section
        6
        of this Agreement, upon termination of this agreement at any time for any
        reason, all such use by and for the benefit of Owner of any such name, mark,
        slogan, caricature, design or other trade or service item in connection with
        the
        Property shall be terminated and any signs bearing any of the foregoing shall
        be
        removed from view and no longer used by Owner. In addition, upon termination
        of
        this Agreement at any time for any reason, Owner shall not enter into any
        new
        leases of Property using the Manager lease form or use other forms prepared
        by
        Manager. It is understood and agreed that Manager will use and shall be
        unrestricted in its use of such name, mark, slogan, caricature, design or
        other
        trade or service item in the management and operation of other storage
        facilities both during and after the expiration or termination of the term
        of
        this Agreement. 

       

      	6.  	
              Default;
                Termination. 

            


       

      (a)  Any
        material failure by Manager or Owner (a "Defaulting
        Party")
        to
        perform their respective duties or obligations hereunder (other than a default
        by Owner under Section 4 of this Agreement), which material failure is not
        cured
        within thirty (30) calendar days after receipt of written notice of such
        failure
        from the non-defaulting party, shall constitute an event of default hereunder;
        provided, however, the foregoing shall not constitute an event of default
        hereunder in the event the Defaulting Party commences cure of such material
        failure within such thirty (30) day period and diligently prosecutes the
        cure of
        such material failure thereafter but in no event shall such extended cure
        period
        exceed ninety (90) days from the date of receipt by the non-defaulting party
        of
        written notice of such material default; provided further, however, that
        in the
        event such material failure constitutes a default under the terms of the
        Loan
        Documents and the cure period for such matter under the Loan Documents is
        shorter than the cure period specified herein, the cure period specified
        herein
        shall automatically shorten such that it shall match the cure period for
        such
        matter as specified under the Loan Documents. In addition, following notice
        to
        Manager of the existence of any such material failure by Manager, Owner shall
        each have the right to cure any such material failure by Manager, and any
        sums
        so expended in curing shall be owed by Manager to such curing party and may
        be
        offset against any sums owed to Manager under this Agreement.

       

      
        
           

        

        
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      (b)  Any
        material failure by Owner to perform its duties or obligations under Section
        4,
        which material failure is not cured within ten (10) calendar days after receipt
        of written notice of such failure from Manager, shall constitute an event
        of
        default hereunder. 

       

      (c)  Owner
        shall have the right to terminate this Agreement, with or without cause,
        by
        giving not less than thirty (30) days' written notice to Manager pursuant
        to
        Section 14 hereof. Manager shall have the right to terminate this Agreement,
        with or without cause, by giving not less than ninety (90) days' written
        notice
        to Owner pursuant to Section 14 hereof. 

       

      (d)  Upon
        termination of this Agreement, (x) Manager shall promptly return to Owner
        all
        monies, books, records and other materials held by Manager for or on behalf
        of
        Owner and shall otherwise cooperate with Owner to promote and ensure a smooth
        transition to the new manager and (y) Manager shall be entitled to receive
        its
        Management Fee and reimbursement of expenses through the effective date of
        such
        termination, including the reimbursement of any prepaid expenses for periods
        beyond the date of termination (such as Yellow Pages advertising). 

       

      	7.  	
              Indemnification.
                

            


       

      Manager
        hereby agrees to indemnify, defend and hold Owner, all persons and companies
        affiliated with Owner, and all officers, shareholders, directors, employees
        and
        agents of Owner and of any affiliated companies or persons (collectively,
        the
        "Indemnified Persons") harmless from any and all costs, expenses, attorneys'
        fees, suits, liabilities, judgments, damages, and claims in connection with
        the
        management of the Property and operations thereon (including the loss of
        use
        thereof following any damage, injury or destruction), arising from any cause
        or
        matter whatsoever, including, without limitation, any environmental condition
        or
        matter, except to the extent attributable to the willful misconduct or gross
        negligence on the part of the Indemnified Persons. 

       

      	8.  	
              Assignment.
                

            


       

      Manager
        shall not assign this Agreement to any party without the consent of
        Owner.

       

      	9.  	
              Standard
                for Property Manager's
                Responsibility.

            


       

      Manager
        agrees that it will perform its obligations hereunder according to industry
        standards, in good faith, and in a commercially reasonable manner. 

       

      	10.  	
              Estoppel
                Certificate. 

            


       

      Each
        of
        Owner and Manager agree to execute and deliver to one another, from time
        to
        time, within ten (10) business days of the requesting party's written request,
        a
        statement in writing certifying, to the extent true, that this Agreement
        is in
        full force and effect, and acknowledging that there are not, to such parties
        knowledge, any uncured defaults or specifying such defaults if they are claimed
        and any such other matters as may be reasonably requested by such requesting
        party.

       


      
        
           

        

        
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      	11.  	
              Term;
                Scope.

            


       

      Subject
        to the provisions hereof, this Agreement shall have an initial term (such
        term,
        as extended or renewed in accordance with the provisions hereof, being called
        the "Term")
        commencing on the date hereof (the "Commencement
        Date")
        and
        ending on the last day of the one hundred and twentieth (120th) calendar
        month
        next following the date hereof (the "Expiration
        Date"),
        provided however, the Term shall expire with respect to any individual Property
        as to which the Loan Documents have terminated in accordance with the terms
        of
        the Loan Documents (for instance due to a significant casualty or condemnation).
        

       

      	12.  	
              Headings.

            


       

      The
        headings contained herein are for convenience of reference only and are not
        intended to define, limit or describe the scope or intent of any provision
        of
        this Agreement.

       

      	13.  	
              Governing
                Law.

            


       

      The
        validity of this Agreement, the construction of its terms and the interpretation
        of the rights and duties of the parties shall be governed by the internal
        laws
        of the State of Arizona.

       

      	14.  	
              Notices.

            


       

      Any
        notice required or permitted herein shall be in writing and shall be personally
        delivered or mailed first class postage prepaid or delivered by an overnight
        delivery service to the respective addresses of the parties set forth above
        on
        the first page of this Agreement, or to such other address as any party may
        give
        to the other in writing. Any notice required by this Agreement will be deemed
        to
        have been given when personally served or one day after delivery to an overnight
        delivery service or five days after deposit in the first class mail. Any
        notice
        to Owner shall be to the attention of President, 715 South Country Club Drive,
        Mesa, AZ 85210. Any notice to Manager shall be to the attention of c/o U-Haul
        International, Inc. Legal Dept, 2721 North Central Avenue, Phoenix, AZ 85004,
        Attn: Secretary.

       

      	15.  	
              Severability.

            


       

      Should
        any term or provision hereof be deemed invalid, void or unenforceable either
        in
        its entirety or in a particular application, the remainder of this Agreement
        shall nonetheless remain in full force and effect and, if the subject term
        or
        provision is deemed to be invalid, void or unenforceable only with respect
        to a
        particular application, such term or provision shall remain in full force
        and
        effect with respect to all other applications.

       

      	16.  	
              Successors.

            


       

      This
        Agreement shall be binding upon and inure to the benefit of the respective
        parties hereto and their permitted assigns and successors in
        interest.

       


      
        
           

        

        
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      	17.  	
              Attorneys'
                Fees.

            


       

      If
        it
        shall become necessary for any party hereto to engage attorneys to institute
        legal action for the purpose of enforcing their respective rights hereunder
        or
        for the purpose of defending legal action brought by the other party hereto,
        the
        party or parties prevailing in such litigation shall be entitled to receive
        all
        costs, expenses and fees (including reasonable attorneys' fees) incurred
        by it
        in such litigation (including appeals).

       

      18. Counterparts.

       

      This
        Agreement may be executed in one or more counterparts, each of which shall
        be
        deemed an original, but all of which together shall constitute one and the
        same
        instrument.

       


      
        
           

        

        
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      IN
        WITNESS WHEREOF, the undersigned execute this Agreement as of the date set
        forth
        above.

       

      


       

      Owner:

       

      Five
        SAC
        RW MS, LLC, a 

      Delaware
        limited liability Company 

       

      By:
        _/s/  Bruce Brockhagen__________

      Bruce
        Brockhagen, Secretary

      


       

      


       

      Manager:

       

      U-Haul
        Co. of Arizona, Inc.

      U-Haul
        Co. of Ohio, Inc.

      U-Haul
        Co. of Michigan, Inc.

      U-Haul
        Co. of Texas, Inc.

      U-Haul
        Co. of Washington DC, Inc.

      U-Haul
        Co. of Maryland, Inc.

      U-Haul
        Co. of Illinois, Inc.

      U-Haul
        Co. of Georgia, Inc.

      U-Haul
        Co. of Florida 

      


              By: 
/s/
        Jennifer M. Settles____________

              Jennifer
        M. Settles,
        Secretary

      


       


      
        
           

        

        
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      Exhibit
        A

       

      


       

      
        	
                U-HAUL
                  CTR AZ AVE & RIGGS RD, Chandler, AZ

              	
                723027

              
	
                U-HAUL
                  CENTER RIVER VALLEY, Lancaster, OH

              	
                769057

              
	
                U-HAUL
                  CTR OF TEL-WICK, Taylor, MI

              	
                752023

              
	
                UHAULCENTER
                  OF NORTH PLANO, Plano, TX

              	
                741045

              
	
                U-HAUL
                  OF SO CAPITOL ST, Washington, DC

              	
                818037

              
	
                U-HAUL
                  CTR SNOUFFER SCHOOL RD, Gaithersburg, MD

              	
                818025

              
	
                U-HAUL
                  CENTER OF BOLINGBROOK, Bolingbrook, IL

              	
                757023

              
	
                U-HAUL
                  CENTER OF DOUGLASVLLE, Douglasville, GA

              	
                777027

              
	
                U-HAUL
                  OF TOWN & CNTRY, Tampa, FL

              	
                786023

              


      

      


       


      
        
           

        

        
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      Exhibit
        B

       

      Management
        Fee Incentives

       

      The
        following Incentive Fee shall be calculated and, if and to the extent earned,
        paid, annually after the end of each fiscal year of Owner:

       

      In
        the
        event that net operating income of the Property equals or exceeds 110% (but
        less
        than 120%) of principal and interest under the Loan Documents (“P&I”) for
        the prior fiscal year being calculated, the Incentive Fee for such period
        shall
        be 1% of the Property's Gross Revenue for such fiscal year.

       

      In
        the
        event that net operating income of the Property equals or exceeds 120% (but
        less
        than 130%) of P&I for the prior fiscal year being calculated, the Incentive
        Fee for such period shall be 2% of the Property's Gross Revenue for such
        fiscal
        year.

       

      In
        the
        event that net operating income of the Property equals or exceeds 130% (but
        less
        than 140%) of P&I for the prior fiscal year being calculated, the Incentive
        Fee for such period shall be 3% of the Property's Gross Revenue for such
        fiscal
        year.

       

      In
        the
        event that net operating income of the Property equals or exceeds 140% (but
        less
        than 150%) of P&I for the prior fiscal year being calculated, the Incentive
        Fee for such period shall be 4% of the Property's Gross Revenue for such
        fiscal
        year.

       

      In
        the
        event that net operating income of the Property equals or exceeds 150% of
        P&I for the prior fiscal year being calculated, the Incentive Fee for such
        period shall be 6% of the Property's Gross Revenue for such fiscal
        year.

       

       

      
        
           

        

        
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